Appendix 3-3AA
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Respect

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Tr u s t

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Loyalty

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Integrity

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Respect

■

Tr u s t

■

Loyalty

Code of Conduct

Integrity

A Guide to our Code of Ethics and Business Conduct

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
The CCA Way . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Code of Conduct: An Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Addressing Concerns and Getting Help . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Code of Ethics and Business Conduct . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Administration and Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Basic Responsibilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Reporting Misconduct and Seeking Guidance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Conflicts of Interest, Corporate Opportunities and Gifts . . . . . . . . . . . . . . . . . . . . . . 14
Political Activity and Government Relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Business and Confidential Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Business Conduct and Fair Dealing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Protection and Use of Company Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Accurate and Timely Periodic Reports. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Insider Trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Employment and Work Environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
External Communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Facility Employee Standards of Conduct. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Business
Conduct
Program

Integrity
Respect
Trust
Loyalty

Do the right thing.

A

t CCA, true success means doing things the right
way. What is the right way? Often the answer is
simple, but sometimes it’s not. This guide can help
you. Review it carefully, then make a commitment to:
■

apply the CCA Way Guiding Principles to your actions
every day

■

adhere to the Code of Conduct

■

perform your duties faithfully and in accordance with
applicable policies and procedures

■

seek guidance when you have questions or concerns

■

prevent misconduct when you can and report it when
you can’t

■

if you are a supervisor or manager, lead by example
and respond constructively when concerns are
presented.

By keeping these commitments, you will be doing —
and helping CCA do — the right thing.

Clear conscience never
fears midnight knocking.
—Chinese proverb

2

The CCA Way
Vision

Service-driven
Serve our government partners and communities with
pride and dedication. Be flexible. Be great problemsolvers. Deliver on our promises.

To be the best full-service adult corrections company
in the United States.

Mission

Cost effectiveness
Provide honest, fair and competitive pricing to our
partners. Deliver value to our shareholders.

In partnership with government, we will provide a
meaningful public service by operating the highest
quality adult corrections company in the United
States.

Teamwork
Share, inspire and help one another daily. Don’t let
others down, because together we make greater
contributions.

Guiding Principles

Communication
Listen well. Share information. Speak honestly and
openly with intent to always improve our efforts.

As Corrections Professionals
Integrity
Be honest and highly ethical. Always do the right thing,
with honorable intentions.

Innovation
Think creatively and boldly. Value resourcefulness.
Embrace our heritage as the adult private corrections
industry founder and leader.

Respect
Treat each other and offenders as we want to be
treated. Appreciate the authority given to us and
always use it appropriately.

“ CCA’s vision, mission and

Trust
Be competent and reliable. Build positive relationships.

guiding principles define who
we are as individuals —
personally and professionally —
and who we are, collectively,
as a company. These values
are, ultimately, a code to guide
us in our interactions with our
coworkers, our
customers and the
communities we
serve.

Loyalty
Dedicate ourselves to our profession, our
responsibilities and each other.

As a Company
Safety and security
Dedicate every action to safe and secure correctional
facilities. Through training, skill and courage, protect our
communities, individuals in our care and each other.
Quality
Provide excellent correctional services every day. Offer
positive programs to help offenders.
Accountability
Hold ourselves responsible for every action. Be good
stewards of our customers’ interests.

”

— John D. Ferguson, CEO

3

Code of Conduct: An Overview

T

he Code of Ethics and Business Conduct (also referred to as the Code of Conduct) reflects our Guiding Principles
— in particular integrity, respect, trust and loyalty — and contains policies and standards that are critical to our ability
to live up to these values as individuals and as an organization. Review the overview on pages 4-6 and refer to the
full Code beginning on page 9 for a detailed look at the policies that are most important to your role and
responsibilities. Keep a copy of the Code on hand to consult as issues arise.

Basic Responsibilities
Understand and follow applicable legal and
policy requirements. Adhere to high standards
of business conduct and personal ethics in your
work. Living by the rules starts with knowing what
the rules are. However, no set of policies or rules
can address every situation. We sometimes face

circumstances that do not have easy answers. In
these cases, consider the CCA Way Guiding
Principles and assess your options using the
policies and standards of the Code of Conduct. If
you are still unsure, seek guidance. For more
information, see page 11.

Reporting Misconduct and Seeking Guidance
Report and, if possible, prevent misconduct.
Seek guidance if you have questions. If you
become aware of misconduct, you must report it.
You should also take reasonable steps whenever
possible to prevent violations before they occur.

If you are concerned that conduct may be unlawful
or unethical but are not sure, seek guidance.
Confidentiality and non-retaliation policies apply
for those who report misconduct or seek guidance
in good faith. For more information, see page 12.

Conflicts of Interest, Corporate Opportunities and Gifts
Avoid conflicts of interest and the appearance
of conflicts. A conflict of interest occurs when a
personal interest of yours — such as a financial
interest or family connection — could affect your
ability to perform your job objectively and in the
best interests of the company. Situations that can
raise potential conflicts include: service as a
director or employee of non-CCA businesses; the
provision of goods or services to CCA by an entity

that you have an interest in; taking personal
advantage of business opportunities that could be
of interest to CCA; accepting gifts from vendors;
and helping family members or friends in matters
concerning CCA. If you face a situation that
presents a potential conflict of interest, consult
the Code and, if necessary, contact an
appropriate manager or the Legal department.
For more information, see page 14.

Political Activity and Government Relations
Be above reproach when it comes to political
involvement, dealing with present or former
government officials and seeking business
from the government. As a government
contractor, we must strictly adhere to all
applicable laws and regulations governing
involvement in the political process and avoid
even the appearance of impropriety in dealing
with government officials or seeking business

from the government. Campaign contributions,
gifts to government officials and hiring current
and former government officials must be in
accordance with applicable law and pre-screened
by the Legal department. Never make a false
claim for payment to the government, and
scrupulously avoid making false or misleading
statements to government officials. For more
information, see page 17.

4

Code of Conduct: An Overview continued
Business and Confidential Information
Protect the integrity of company records, and
do not improperly use or disclose confidential
information. You are required to maintain
accurate records in accordance with the
company’s records retention policy. Falsifying or
improperly altering or destroying company
documents, such as when they are subject to a
discovery request or official government
proceeding, is strictly prohibited. Protect the

company’s trade secrets and confidential
information, and only handle confidential
information of competitors and companies with
which we do business in accordance with sound
and ethical commercial practices. Do not share
employee or offender personal information
except in accordance with policy and applicable
law (such as HIPAA). For more information, see
page 19.

Business Conduct and Fair Dealing
Conduct business fairly and in good faith.
Perform your duties in good faith and in the best
interests of the company within the confines of
sound and ethical business practice and
applicable law. Never take unfair advantage of
customers, suppliers or competitors by, for
example, abusing confidential information or
giving or accepting bribes. Exercise caution in

situations that could give rise to anti-trust
concerns, such as agreements with competitors,
suppliers or customers that would restrict
competition. Seek legal guidance when such
concerns are present. Contacts or dealings with
competitors must be pre-screened by the Legal
department to ensure compliance with anti-trust
laws. For more information, see page 21.

Protection and Use of Company Property
Protect company property and use it only for
its intended purpose. Company property — from
buildings to computer and telephone systems to
paper clips — is valuable and intended for

business use. It must be preserved, protected and
used for its intended purpose. For more
information, see page 22.

Accurate and Timely Periodic Reports
Prepare and maintain accurate and reliable
financial records. Provide accurate and timely
disclosure to regulators and the investing
public. CCA is committed to full, fair, accurate,
timely and understandable reporting to the
Securities and Exchange Commission and the
investing public. Prepare accounts and records,
such as expense accounts, vouchers, bills, payroll
records and disclosure documents, honestly and
with care. Assist our vigorous efforts to comply
with generally accepted accounting principles,
maintain effective internal accounting and

disclosure controls and procedures and disclose
full and accurate information in an orderly and
timely manner. For more information, see page 23.

5

Code of Conduct: An Overview continued
Insider Trading
Never attempt to profit or help others profit
from material nonpublic information that you
learn in the course of your duties. Violations of
insider trading laws carry serious consequences
for the individuals involved and, in some cases,
for the company. Our Insider Trading Policy is
designed to avoid such violations by prohibiting
attempts to take advantage of material, nonpublic
information learned in the course of service to

CCA, whether by direct trading or by “tipping”
others. The policy also provides guidelines
concerning particular types of transactions in CCA
securities and additional rules that apply to
members of our Board of Directors, Executive
Officers and certain other employees designated
by management. Maintain familiarity with this
policy and strictly adhere to it. For more
information, see page 24.

Employment and Work Environment
Help ensure a safe work environment that is
free of unlawful discrimination and harassment,
and characterized by respect and open
communication. We share responsibility for
maintaining a workplace that is safe, respectful
and free of unlawful discrimination and
harassment. Never engage in or tolerate sexual
harassment or unlawful discrimination, such as

basing an employment decision on race, sex, age,
religion, handicap or any other impermissible
factor. Follow our workplace safety policies and
procedures and look for ways we can improve.
Abide by our drug-free workplace policy. Treat
each other with respect, encourage open
communication and appropriately resolve ethical
concerns. For more information, see page 25.

External Communications
Speak or respond to requests for information
on behalf of the company only if you are
authorized to do so. From time to time, we
receive requests for information from the
government or the media. In other cases, we wish
to make our views on matters affecting our
business known to legislators, governmental
agencies, the media or the public at large. In

order to ensure that such communications are
complete, properly coordinated and in
accordance with law, and to protect the rights of
those involved in the case of certain types of
inquiries, such communications may only be made
by authorized persons in accordance with
guidelines set forth in the Code of Conduct. For
more information, see page 27.

Facility Employee Standards of Conduct
Observe the standards set forth in the Facility
Employee Supplement to the Code of Conduct.
Employees assigned to or working at our
correctional facilities must also follow the
standards set forth in the Facility Employee
Supplement to the Code of Conduct. These

standards are designed to promote safe and
secure facilities and professionalism toward
inmates/residents, fellow staff and visitors, and to
ensure protection of offenders’ legal rights. For
more information, see page 28.

Integrity is doing the right thing,
even if nobody is watching.
—Anonymous
6

Addressing Concerns and Getting Help
How to identify and address a concern

Using the Helpline
When should I use the Helpline?

1. Stay informed. Periodically review the Code of
Conduct. Stay familiar with rules, policies and
developments that affect your job and the company.

The Helpline is intended for good faith reports of
misconduct or requests for guidance when you
believe your concern cannot be addressed through
other means. “Good faith” does not mean that you
have to be right, but it does mean that you believe
you are providing truthful information.

2. Be aware. Consider your own behavior first, but also
pay attention to others around you.
3. Trust your instincts. If something feels wrong, ask
yourself: Is it illegal? Could it harm someone or the
company? Would I feel uncomfortable if others knew
about it?

You are encouraged to report concerns directly
whenever possible. Also, disputes such as appeals
from corrective actions must be processed through
the company’s grievance system. However, if direct
reporting has failed or is not comfortable or practical,
the Helpline is available 24 hours a day, seven days a
week.

4. Get the facts. To the extent possible, gather the
information you need to confirm that a problem exists.
Assess the information in light of the CCA Way
Guiding Principles, the Code of Conduct and other
relevant policies.

What happens when I make a report
through the Helpline?
Helpline reports are made and received through a
third party call center, Alertline®, and are reviewed and
evaluated by the office of CCA’s Assistant General
Counsel and Compliance Officer before being
assigned for investigation or resolution. The
Compliance Officer exercises caution and considers
potential conflicts of interest and confidentiality
concerns prior to assigning reports. Depending on the
nature of your report, your concern may be addressed
directly by the Compliance Officer, by other members
of the Legal department, by representatives from
Human Resources, Operations or other departments
or by outside resources. If your concern can be
properly handled in your region or facility, it may be
referred there for resolution. If the matter reported is a
dispute suited to the grievance process, such as an
appeal from a corrective action, you may be referred
to that process to resolve the issue.

5. Make a decision and act. Discuss the issue with your
supervisor or an appropriate manager, or contact the
Legal department or a Human Resources
representative. If you are uncomfortable speaking with
someone directly or have tried to do so unsuccessfully,
report it through the Ethics & Compliance Helpline.

If you would like to be
treated with respect,
you must first treat
others with respect.

What if I want to remain anonymous?
You are encouraged to identify yourself to assist the
company in addressing your concern. The company
has put in place confidentiality and non-retaliation
policies in order to avoid negative repercussions for
those who make good faith reports. If you nonetheless
are uncomfortable identifying yourself, you can report
anonymously through the Helpline. When reporting
anonymously, provide as much information as possible
and follow up through the Helpline to respond to
requests for further information.

—Unknown

7

Resources
Contacts
Local
Your supervisor and facility management staff

Do the right thing.
It will gratify some
people and astonish
the rest.

Your Human Resources manager
Facility Support Center
Human Resources department . . . . 615-263-3000
Legal department . . . . . . . . . . . . . . 615-263-3000
Assistant General Counsel
& Compliance Officer . . . . . . . . . . . 615-263-3036
Ethics & Compliance Helpline. . . . . . 1-866-757-4448
www.8667574448.compliance-helpline.com

—Mark Twain

Policies
The Code of Ethics and Business Conduct and Facility
Employee Supplement are part of FSC & Facility Policy
3-3, which is available on the company share drive or
through your local Human Resources department.
The Code of Conduct is available on our website at
www.correctionscorp.com (under the “Corporate
Governance” section of the “Investor” page) and
on the HelpLine website.

8

Code of Ethics and Business Conduct
Introduction

In addition, as used in this Code, the following terms have
the following meanings: “director” means a member of
the company’s Board of Directors; “executive officer”
refers to those officers designated as such from time to
time by the Board of Directors; “corporate officer” means
the company’s vice-president level and above employees,
including executive officers; “General Counsel” refers to
the company’s Executive Vice President and General
Counsel or, where the General Counsel has delegated
responsibility for a particular matter covered in this Code
to another attorney in the company’s Legal department,
the attorney to whom such responsibility has been
delegated; and “manager” refers to an employee who has
direct, supervisory responsibility for one or more
employees.

Corrections Corporation of America is committed to
compliance with all laws and regulations applicable to its
business and operations. Persons covered by this Code of
Conduct are responsible for acquainting themselves with
all the legal and policy restrictions applicable to their
duties and responsibilities and for conducting themselves
accordingly. Over and above such legal restrictions, the
company expects its directors and employees, as well as
other covered persons, to conduct themselves in a
manner consistent with the CCA Way Guiding Principles
and otherwise observe high standards of business and
personal ethics in the discharge of their duties.
The laws and principles of conduct discussed in this Code
of Conduct are often complex, and many principles of
conduct and behavior are developed in case-by-case
determinations. In addition, this Code deals only generally
with some of the more important legal and policy
principles applicable to company employees. The
discussion of particular laws and policies in this Code is
not intended to minimize the importance of other laws,
policies, professional standards or ethical principles that
may apply to the performance of your duties for the
company.

* References to specific company policies (for example, FSC & Facility
Policy 3-3) may not apply to employees of subsidiaries and affiliated
companies. Such employees should consult their supervisors or human
resources personnel to identify the comparable policy that applies, if any.

Applicability of the Code;
Use of Certain Terms
This Code of Conduct applies to all employees and
members of the Board of Directors of Corrections
Corporation of America and its subsidiaries and affiliated
companies, which collectively are referred to as the
“company.”* The Code also applies to certain other
persons who have been engaged to provide goods or
perform services for or on behalf of the company and who
have agreed to abide by the policies set forth in the
Code. All of the foregoing persons are deemed included
within the terms “employee” and “you” as used in this
Code, except where the context or nature of the policy
clearly indicates otherwise.

9

Administration
and Enforcement

(a) If the alleged violation under consideration concerns
an executive officer or director, the determination of
the existence of any violation shall be made by the
Audit Committee of the Board of Directors in
consultation with the Chief Executive Officer, General
Counsel and/or such external legal counsel as the
Audit Committee deems appropriate. If the situation
involves a member of the Audit Committee, such
member shall recuse himself or herself from
consideration of the matter and the determination shall
be made by the full Board.

Interpretation and Requests for Approval
The company’s General Counsel is primarily responsible
for administration of this Code of Conduct as a
component of the company’s Business Conduct Program.
Interpretive questions and requests for approval under the
Code should be directed to the General Counsel or the
employee designated by the General Counsel to receive
such questions or requests. Employees are responsible for
providing all relevant facts when seeking approvals
required under this Code of Conduct. Providing false
information or omitting known, relevant facts and
circumstances when seeking any required approval is
grounds for disciplinary action.

(b) If the situation under consideration concerns any other
employee, the determination of the existence of a
violation shall be made by the member of the vertical
business unit to whom the employee ultimately reports,
in consultation with the General Counsel where
appropriate.
(c) If the situation concerns a person who is covered by
this Code of Conduct but is not an employee or
director, the determination of the existence of a
violation shall be made by the manager or officer
responsible for the engagement and direction of such
person, in consultation with the General Counsel.

Requests for Waivers
A waiver of a provision of the Code of Conduct shall be
requested whenever there is a reasonable likelihood that a
contemplated action will violate a Code policy. The
determination as to whether a waiver will be granted shall
be in accordance with the same process as provided
below for violation determinations. Waivers will not be
granted except under extraordinary or special
circumstances. To the extent required by applicable law,
rule or regulation, or as otherwise determined appropriate
by the General Counsel in consultation with the Audit
Committee, waivers shall be publicly disclosed on a timely
basis.

(d) Whoever makes the decision as to whether a violation
has occurred shall document the decision and retain
the record of the decision in accordance with the
company’s records retention policy. These files shall be
available to the company’s internal audit and legal
departments.
(e) In determining whether a violation of any policy has
occurred, the committee or person making such
determination may take into account to what extent the
violations were intentional, the qualitative and
quantitative materiality of such violation from the
perspective of either the detriment to the company or
the benefit to the employee, the policy behind the
provision violated and other relevant facts and
circumstances.

Disciplinary Measures
Any employee who violates the Code of Conduct is
subject to disciplinary or corrective action ranging from
warnings and reprimands up to and including termination
of employment or other service arrangement, and, where
appropriate, the filing of a civil or criminal complaint. A
director who violates a provision of the Code of Conduct
is subject to such sanction as the Board of Directors shall
impose, including removal from the board and, where
appropriate, the filing of civil or criminal complaints.
Notwithstanding the foregoing, the company also
preserves and reserves its other rights and remedies
against any individual who violates any provision of the
Code of Conduct, both at law and in equity.

Amendment
The company reserves the right to amend the policies
contained in this Code of Conduct, in whole or in part, at
any time and solely at its discretion. Any amendments or
waivers under the Code will be publicly disclosed on a
timely basis to the extent required by applicable law or
stock exchange requirement or as otherwise determined
to be appropriate by the General Counsel in consultation
with the Audit Committee of the company’s Board of
Directors.

Determination of Violations
The decision as to whether a violation has occurred shall
be made as follows:

10

Basic
Responsibilities

Additional Responsibilities of Managers and
Corporate Officers
Managers must ensure that the employees they supervise
understand and comply with the company’s standards of
conduct. In this regard, the company’s corporate officers
and others who have significant oversight responsibility
(for example, facility wardens) have particular
responsibility for setting the right example, or “tone,” and
for enforcing the company’s conduct standards. If you or
any of the employees you supervise have questions or
concerns about conduct or actions that may be covered
by the Code of Conduct, or if you or the employees you
supervise have questions about the applicability or
interpretation of the principles and standards set forth in
the Code, you should seek guidance as discussed next
under “Reporting Misconduct and Seeking Guidance.”

Responsibilities of All Employees
All employees must conduct themselves in a lawful and
ethical manner at all times and in all aspects of their
relationship and/or employment with CCA. In particular,
your business and professional decisions and your
behavior while employed or engaged by the company
should be guided by the CCA Way Guiding Principles, the
policies contained in this Code of Conduct and the other
company policies and procedures that apply to you.
If you are approached by anyone inside or outside of the
company with a request to do something that you
recognize to be illegal or unethical, you should refuse to
take such action and tell the person making the request
that such conduct is contrary to company policy. In some
cases, you also may be obligated to report the incident,
as discussed under “Reporting Misconduct and Seeking
Guidance.” No manager may direct a subordinate to
violate the Code of Conduct in any respect. Where
possible, you must also take reasonable steps to prevent
or detect violations of the Code of Conduct.
It is your responsibility to be familiar with and faithfully
adhere to the policies, guidelines and standards of
conduct that apply to you. It is also your responsibility to
report any violations and to seek answers to any questions
or concerns you may have concerning possible violations,
according to the following instructions. Claims of
ignorance or uncertainty about a policy or standard of
conduct, good intentions or bad advice are not
acceptable as excuses for noncompliance. All employees
will be accountable for acting, or failing to act, in
accordance with the Code of Conduct.

11

Reporting
Misconduct and
Seeking Guidance

Enforcement: Determination of Violations.” Reports
regarding questionable accounting, internal accounting
controls or auditing matters will be handled in accordance
with the procedures established by the Audit Committee
of the Board of Directors for such reports. In addition,
company attorneys and certified public accountants may
be subject to other reporting requirements as provided by
rules of the Securities and Exchange Commission and/or
other professional standards. The reporting requirements
set forth in this Code of Conduct are not intended to
conflict with any such regulations, requirements or
procedures.

CCA’s success in upholding its Guiding Principles and
enforcing the Code of Conduct depends on each
employee seeking advice before problems occur and
reporting incidents that raise compliance issues. If you
become aware of a known or suspected violation of the
Code of Conduct, you must report it. Because many of
the policies in the Code of Conduct are general in nature
and do not include all circumstances within the intent of
the Code, you should report suspected dishonest or
illegal activity even if not specifically addressed in the
Code. When possible, you must also take reasonable
steps to prevent misconduct before it occurs.

Confidentiality
Information provided as required above and the identity
of the person providing such information is to be shared
only on a “need to know” basis and will be handled in
confidence to the extent consistent with the need to
conduct an adequate review of the matter. Information
provided also is subject to applicable law and the advisory
statement below. With respect to anonymous reports, it is
the company’s policy that attempts should not be made to
identify the person making the report, although it may be
appropriate in certain circumstances to request that an
anonymous reporter voluntarily come forward to assist
investigation of the matter reported.

Violations may be reported to an appropriate corporate
officer or manager, to the Human Resources or Legal
departments or through the company’s Ethics &
Compliance Helpline. It is preferred that you give your
identity when reporting violations to allow the company to
contact you for further information needed to pursue an
investigation. However, you may report or seek guidance
on an anonymous basis through the Ethics & Compliance
Helpline. Reports of misconduct will be promptly reviewed
and, subject to the availability of adequate information to
ensure that it can be conducted in an effective and fair
manner, investigated. Employees are expected to
cooperate in investigations of alleged misconduct.

Employees are advised that neither the General Counsel
nor any other attorney employed or retained by the
company is an attorney for any particular company
employee. Accordingly, communications between a
company attorney and an employee do not establish an
attorney-client relationship between the attorney and the
employee, and any privilege that applies to the
communications is the company’s and as such may be
waived in the company’s discretion. Information received
through such communications, or communications with
other company personnel, may be used by the company
or may be required to be disclosed in subsequent legal
proceedings. If an employee has retained personal legal
counsel with respect to a matter he or she is reporting to
a company attorney, the employee should notify the
company attorney at the initiation of the communication.
Finally, company attorneys or other employees receiving
information that presents legal and/or operational risks to
the company may have a duty to further report and/or act
on such information.

Employees who become aware of misconduct and fail to
take action as described above, or who fail to cooperate
in an investigation, are subject to disciplinary action, up to
and including termination of employment or other service
relationship. On the other hand, if you are involved in a
violation, the fact that you reported the violation, together
with the degree of cooperation you display, may be given
consideration by the company in its investigation and any
resulting disciplinary action.
Questions and concerns as to whether actions comply
with the Code of Conduct should be handled in the same
manner as described above. Disputes between employees
and disciplinary action appeals should be handled in
accordance with the company’s grievance or dispute
resolution policies. Allegations of violations that arise out
of reports, questions or concerns will be handled in
accordance with the procedures set forth in this Code of
Conduct under the heading “Administration and

12

Non-retaliation Policy
It is the company’s policy that no adverse action will be
taken against persons making good-faith reports as
required by the Code of Conduct, whether or not the
report ultimately proves to be well-founded. “Good-faith”
does not mean that you have to be right — but it does
mean that you believe you are providing truthful and
accurate information.
On the other hand, the company will not tolerate reports
that are not made in good faith, such as reports
intentionally providing false information, reports that are
frivolous or reports made solely to harm the company or
another employee. Disciplinary action, up to and including
termination of employment or other service relationship,
may be taken against any person making such a report.
Employees also are advised that legal protections against
retaliation by the company may exist under
“whistleblower” laws when providing information or
assisting in an investigation by federal regulators, law
enforcement, the United States Congress or the company
itself with respect to certain types of misconduct. These
include, without limitation, violations of certain
employment, labor and environment laws and fraud
against the company’s shareholders. Violation of such
whistleblower laws could result in liability for the company
as well as the employee taking retaliatory action.

13

Conflicts of
Interest, Corporate
Opportunities and
Gifts

Employees Must Report and Seek Guidance
with Respect to Potential Conflicts
Employees must report any material transaction or
relationship that could result in a conflict of interest to the
appropriate manager or corporate officer and seek
guidance with respect to whether entering into such
transaction or relationship is appropriate. Potential conflict
situations involving a corporate officer or director must be
reported to the General Counsel and, if appropriate, the
committee of the Board of Directors that would be
responsible for making a waiver determination.

Introduction

Certain Conflict Situations

A “conflict of interest” occurs when an individual’s
personal interests interfere or appear to interfere with the
interests of the company. A conflict situation can arise
when an employee has interests that make it difficult to
perform his or her responsibilities objectively and
effectively, such as when a family or financial interest has
the potential to influence his or her motivation, judgment
or actions with respect to a company business decision.
Conflicts of interest may also arise when an employee, or
a member of his or her family, receives improper personal
benefits as a result of his or her position at the company.
See also “Business Conduct and Fair Dealing.”

The following are situations the company has identified as
those for which a specific rule or guidance is needed.
They are not intended to be all-inclusive and any situation
stated below as generally permissible remains subject to
the general conflict of interest policies stated above.

Serving as a Director, Officer or Employee of a
Non-company Business
The company expects its employees to devote their full
energies to their work. Therefore, an employee’s outside
activities must not reflect adversely on the company or
give rise to a real or apparent conflict of interest with the
employee’s duties with the company. Employees must be
alert to potential conflicts of interests and be aware that
they may be asked to discontinue any outside activity
should such a conflict arise.

General Policy
Employees Must Avoid Conflicts of Interest
Employees must avoid conflicts of interest or the
appearance of such conflicts. In particular, employees
must avoid any outside financial interests that might
conflict with the company’s interests. Such outside
interests could include, among other things:

Employees (but not directors and other covered persons)
must have written approval from the appropriate manager
in advance of accepting an appointment or position to
serve as a director, partner, owner, officer or employee of
any non-company business. If the service is permitted,
then any employee acting in this dual capacity must
inform the applicable manager if at any time such service
results in a conflict or the potential for a conflict so that
appropriate action can be taken (for example, termination
of the service relationship or removal from any discussion
or vote involving the third party).

l. Personal or family financial interests in enterprises that
do business with the company, such as relatives who
are employed by or own an interest in vendor
companies.
2. Acquiring any interest in outside entities, properties,
etc., in which the company may have an interest. This
would include acquiring stock in businesses being
considered for acquisition, or acquiring real estate the
company wishes to purchase.

Any director who accepts a nomination to serve as a
director of another public company shall, in the case
where such nomination has not previously been disclosed,
notify the company’s Board of Directors sufficiently in
advance of service to allow the company opportunity to
ensure compliance with applicable securities law and
stock exchange requirements.

3. Serving as a director, officer, employee or consultant to
any vendor, supplier, customer or agency.

14

Volunteering in civic and charitable organizations is
encouraged for employees, and participation in such
activities shall not be deemed to require the approval set
forth above. However, employees must ensure that such
participation does not interfere with their duties to the
company or otherwise result in a conflict of interest.

your judgment or create a feeling of obligation, the
following transactions generally are permitted:
1. Acceptance of gifts, gratuities, amenities or favors
based on obvious family or personal relationships (such
as those with parents, children or spouse) when the
circumstances make it clear that those relationships,
rather than the business of the company, are the
motivating factors;

Employees as Contractors or Vendors
Purchase orders may not be established for an employee
or for a partnership, corporation or other entity in which
an employee is, directly or indirectly, a principal or major
stockholder without the prior approval of (i) with respect
to a director or executive officer, the Board of Directors,
(ii) with respect to a corporate officer, the General Counsel
or (iii) with respect to any other employee, the appropriate
manager. In general, this policy does not apply to publicly
held entities in which an employee owns less than one
percent (1%) of the outstanding stock or securities.

2. Acceptance of meals, refreshments, travel
arrangements or accommodations, or entertainment
(including tickets for events) of reasonable value in
connection with a meeting or other event involving
bona fide business discussions or intended to foster
better business relations;
3. Acceptance of advertising or promotional material of
reasonable value such as pens, pencils, note pads, key
chains, calendars and similar items;

Prohibition on Taking the Company’s Corporate
Opportunities

4. Acceptance of discounts or rebates on merchandise or
services that do not exceed those available to other
customers;

Employees of the company stand in a fiduciary
relationship to the company and must advance its
legitimate interests when the opportunity to do so arises.
It is a breach of this duty for any such person to take
advantage of a business opportunity for his or her own or
another person’s personal profit or benefit when the
opportunity is within the corporate powers of the
company and when the opportunity is of present or
potential practical advantage to the company. By way of
example, no employee should acquire an interest in real
estate that could be of interest to the company. If such a
person so appropriates such a corporate opportunity, the
company may claim the benefit of the transaction or
business and such person exposes himself or herself to
liability in this regard. It is the company’s policy that no
employee may take a corporate opportunity without the
consent of the Board of Directors.

5. Acceptance of gifts of reasonable value related to
commonly recognized events or occasions, such as a
promotion, new job, wedding, retirement or Christmas;
or
6. Acceptance of civic, charitable, education or religious
organizational awards for recognition of service and
accomplishment.
If there is any doubt regarding acceptability, the item
should be refused or returned. In the case of a perishable
gift, it may be contributed to a charitable organization in
the donor’s name. Also, the donor should receive written
notification of the return or disposal of the gift and the
employee’s manager should be copied on such
correspondence.

Understanding Permissible Business Gifts
The general purpose of gifts and favors in a business
context is to create goodwill. If they do more than that,
and could reasonably be expected to unduly influence
judgment or create a feeling of obligation, employees
must not accept them. In particular, employees may not (i)
solicit any kind of gift or personal benefit from present or
potential suppliers or customers, (ii) accept gifts of money
(or monetary equivalents), whether solicited or unsolicited,
or (iii) accept any thing of value that could be construed
as a bribe, kickback or similarly unlawful payment.
Subject to the prohibitions above and so long as they
could not reasonably be expected to unduly influence

The purpose of this policy is to avoid violations of law and
to ensure that the company’s business is safeguarded
from bribery and undue influence. This policy is not
intended to discourage all personal relationships with
others who may do business with the company, which
often are appropriate and desirable. However, when you
have dealings with persons who have business with the
company, the requirements of the law and this policy and
the potential for the appearance of conflicts of interest
must be kept in mind.

15

For the rules governing when it is appropriate for an
employee to give business gifts to others, see “Gifts to
Government Officials” and “Business Conduct and Fair
Dealing.”

Potential Conflicts by Family and Friends
These conflict of interest guidelines are not intended to
interfere with your personal life, but there may be
situations where the actions of family members and close
personal friends create a conflict of interest or the
appearance of a conflict. For example, gifts or other
benefits offered to an employee’s family member by
suppliers or potential suppliers are considered business
gifts and it is the same as if they were given to the
employee. Further, if an employee’s spouse, relative or
close personal friend is directly involved in a business that
would like to provide goods or services to the company,
the employee should avoid using his or her position at the
company to influence the bidding process or negotiation
in any way, and it may be appropriate to remove oneself
from decision-making processes involving such persons. In
general, situations involving family members and close
personal friends require great scrutiny and guidance
should be sought, as directed above.

16

Political Activity
and Government
Relations

governmental positions. Requests for personal leaves of
absence will be considered and administered according to
the applicable company policies and procedures.

Company Political Activity
All contributions by or in the name of the company,
including those believed to be in conformity with the law,
must be approved in advance by the General Counsel or
his designee. In addition, the establishment, operation
and administration of any company-sponsored political
action committee must be conducted in strict compliance
with applicable law and with the approval and
involvement of the General Counsel. No person may be
reimbursed from company funds for making any
contribution, expenditure or payment, directly or
indirectly, for the use or benefit of, or in support of or
opposition to, any political party or candidate in violation
of law.

As a provider of services to federal, state and local
governments, it is imperative that the company and each
company employee strictly adhere to all applicable laws
and regulations governing involvement in the political
process and avoid even the appearance of impropriety in
dealing with government officials or seeking business from
the government. Corporate involvement in the political
process is strictly regulated at all levels of government
and, in some cases, such as corporate contributions to
campaigns for federal office, prohibited. In addition,
government officials and contractors are subject to
increasingly stringent and complex rules designed to
avoid conflicts of interest, including limits on gift giving to
and the hiring of government officials.

Subject to the above restrictions, contributions may be
made by the company to political action committees,
political parties, independent advocacy groups or
candidates to the extent permitted by applicable law, and
such contributions may be designated in favor of specific
candidates or issues if such designation is not prohibited
by applicable federal, state or local law. When such
contributions are made, legal requirements with respect
to limitations on amount and the reporting of
contributions shall be strictly followed.

If you have any question about the appropriateness of any
action taken or to be taken with respect to the company’s
involvement in the political process or its dealings with the
government, you should contact the General Counsel
immediately. See also “Business Conduct and Fair
Dealing.”

Employee Political Activity

In addition, all company employees who are or may be
involved in “lobbying” (as defined by applicable law) or
retaining others to lobby on behalf of the company are
responsible for ensuring that they and the company
comply with applicable laws and regulations governing
such activity, including registration and reporting
requirements. In addition, such employees should seek to
confirm that those retained to lobby on the company’s
behalf comply with and meet any legal restrictions or
requirements applicable to their activities for the
company.

Each employee is encouraged to participate actively in
the political affairs of his or her community, state and
country, and to stay informed on public issues and on the
positions and qualifications of candidates for public office.
However, each person should ensure that his or her
personal political activities are lawful and separate from
those of the company. In addition, this activity must not
unreasonably interfere with such individual’s ability to
perform his or her duties for the company and must not
be inconsistent with applicable laws, rules and regulations
or company policy. An employee may make personal
contributions in his or her discretion; however, such
contributions are on a voluntary, personal basis and may
not be reimbursed in any way by the company.

Gifts to Government Officials
What is acceptable practice in the commercial business
environment may be against the law or federal, state or
local government regulations. No thing of value may be
offered, promised or given, directly or indirectly, to any
government employee without the prior approval of the
General Counsel. The term “thing of value” includes,
among other things, gifts, meals, entertainment, travel
and accommodations. Thing of value generally does not
include promotional or other materials of de minimus or

Employees considering running for election to public
office must discuss such matters in advance with their
supervisors to assure that their responsibilities at the
company are not compromised. This policy does not
prohibit consideration for personal leaves of absence by
the company employees to pursue elected or appointed

17

False Statements to Government Officials

no economic value; however, you are strongly encouraged
to seek guidance prior to providing anything to a
government official.

It is a violation of company policy as well as criminal
statutes for employees to make false statements or false
claims for payment to the government. A false statement
to a government official may be actionable if made orally
or in writing, and may include making an affirmatively
misleading statement or concealing a material fact.
Moreover, an employee may violate this policy even if he
or she does not make the statement directly, but only
provides false information to another employee or third
party, knowing that it will later be provided to the
government. This policy applies in particular to any and all
certifications and forms provided to the government. See
also “Requests from Government Agencies.”

Furthermore, no employee may engage in conduct or a
pattern of conduct that could be construed as an unlawful
bribe, kickback, gratuity or similar payment to a
government official, nor may any employee offer, promise
or give to any government official anything that he or she
knows or has reason to know such person may not accept
under ethics or other rules applicable to such person. In
no circumstance is it acceptable to rely on a government
official to reject an offered gift.

Hiring Current and Former Government
Officials
Employees should also be aware that strict laws govern
recruiting and/or negotiating with government employees
for future employment at the company, particularly if the
government employee had any role in awarding or
managing contracts with the company. Prior advice and
approval must be obtained from the General Counsel
prior to communicating with any current or former
government employee about working for the company as
an employee, agent or consultant.

Obtaining Government Business
In obtaining government business, the company must use
only legitimate methods. Employees are strictly prohibited
from seeking or receiving information which the company
is not authorized to possess concerning potential
government business. This would include, but is not
limited to, proprietary data, pricing information of other
competitors for government contracts and non-public
documents relating to government purchasing. In
addition, any employee who inadvertently receives any
such information must immediately notify the appropriate
supervisor and the General Counsel. See also
“Confidential Information of Other Companies.”

18

Business and
Confidential
Information

information of any other company, including the
company’s competitors.
Common examples of confidential or proprietary
information include, but are not limited to, the following:
lists of customers and pending projects; wage and salary
data; pending acquisitions, joint ventures or other
affiliations; projected earnings; changes in management
or policies; computer software; financial data (including
occupancy rates); planned new services or areas in which
the company intends to expand; any plans the company
may have for improving any of its services; or documents
which may be specifically labeled “confidential” or
“proprietary.”

Accuracy, Retention and Disposal of
Documents and Records
Each employee is responsible for the integrity and
accuracy of the company’s documents and records in
order to comply with regulatory and legal requirements
and also to ensure records are available to support our
business practices and actions. No employee may alter or
falsify information on any record or document. In
particular, records must never be destroyed in an effort to
deny governmental authorities that which may be relevant
to a governmental investigation or proceeding.
Documents and records are to be retained and disposed
of in accordance with the company’s records retention
policy (FSC & Facility Policy 1-15), as well as such other
policies and requirements as may be applicable to specific
types of records (for example, contract requirements and
policies applicable to medical records). Each employee is
responsible for understanding and maintaining familiarity
and complying with the company’s records retention and
disposal requirements. See also “Accurate and Timely
Periodic Reports.”

Employees may not discuss, disclose or permit the
disclosure of any confidential or proprietary information to
any person or firm outside of the company or to any
person who might be in a position to disclose such
matters to company’s competitors. This obligation to
maintain the confidentiality of confidential or proprietary
information of the company continues to apply after an
employee leaves the company or a director leaves the
Board of Directors.
Documents or computerized files containing company
confidential information should not be copied, removed
from company premises or released to any person outside
of the company, except as necessary to perform job
functions and based upon prior authorization. All
documents and computerized files containing confidential
or proprietary information of the company, as well as all
other company property, must be returned to the
company immediately upon termination of employment.

Confidential Information of the Company
Confidential or proprietary information developed or
acquired by the company and not generally available to
others is a valuable asset of the company and must be
kept confidential and protected against theft, loss or
improper disclosure. Confidential or proprietary
information of the company includes any information
which is not generally known and which is useful or helpful
to the company and/or which would be useful or helpful
to the company’s competitors. The company owns all
rights to any information that could be classified as
confidential or proprietary and that is acquired by the
company or developed in whole or in part by one or more
employees or consultants of the company in the course of
such person’s duties, or as a result of his or her
employment or retention by the company.

See also FSC & Facility Policy 1-07 and “Protection and
Use of Company Property” and “Insider Trading.”

Confidential Health Information
Some employees may come in contact with health
information that is confidential to inmates/residents or
other employees. Employees handling employee health or
other personal information should consult the company’s
policies regarding employee personnel records (FSC &
Facility Policy 3-09) and seek guidance from an
appropriate Human Resources manager if needed.
Employees who handle or could reasonably be expected
to handle employee or inmate/resident health information
must also be familiar with and abide by the company’s
policies with respect to the handling and transmission of
“protected health information” (as defined by the Health
Insurance Portability and Accountability Act of 1996, FSC
& Facility Policies 13-35 and 13-74).

All employees must safeguard the company’s trade
secrets and confidential information and refuse any
improper access to trade secrets and confidential

19

Confidential Information of Other Companies
While the company and its employees should always be
alert to their competitive surroundings and obtain as
much information as possible about the marketplaces in
which the company operates, such activities must be
conducted in accordance with sound and ethical
commercial practices. Neither the company nor its
employees should be a party to any situation in which
such proprietary or confidential information has been
improperly obtained from any other company, such as by
a former employee of that company. If you are
approached with any offer of confidential or proprietary
information that you have reason to believe may have
been obtained improperly, you must immediately discuss
this matter with an appropriate manager or corporate
officer and, if you have or are considering accepting such
information, alert the General Counsel.

20

Business Conduct
and Fair Dealing

Relationships with Customers
Employees shall act in a professional manner at all times
when representing the company. In dealing with the
company’s customers, employees shall use prudent
judgment and exercise good faith. No employee shall
misrepresent, circumvent or conceal the nature of any
material aspect of any transaction when dealing with a
customer. If a relationship between an employee and a
customer or a potential customer exists that potentially
creates a conflict of interest, that employee shall remove
himself/herself from all dealings with that customer. See
also “Political Activity and Government Relations.”

General Policy
The company expects that all employees will perform their
duties in good faith and in the best interests of the
company. Each employee must endeavor to deal fairly
with the company’s customers, suppliers, competitors and
other employees. No employee shall take unfair
advantage of anyone through manipulation, concealment,
abuse of privileged or confidential information,
misrepresentation of a material fact, or any other unfairdealing practice, nor shall any employee give any bribe or
unlawful kickback or similar payment to any person or
entity doing or seeking to do business with the company.

Relationships with Competitors
The company is committed to fair competition. The most
important laws governing competitive practices in the
United States are the federal anti-trust laws, which are
designed to protect economic freedoms and promote
competition. It is the company’s policy to fully comply with
anti-trust laws. Most serious anti-trust violations deal with
attempts to restrict competition through agreements or
understandings with competitors, suppliers or customers.
Accordingly, there should be no contact with a competitor
of the company unless prior legal advice is obtained. Price
fixing and related agreements to lessen or eliminate
competition between competitors can be implied from
such contacts and have the gravest consequences of all
anti-trust offenses. While beneficial in many respects,
participation in trade associations necessarily results in
contacts with competitors. Anti-trust sensitive topics must
be avoided, and activities of the association should be
closely monitored by legal counsel for the association.
No employee shall engage in any activity that competes
with the company, nor shall any such person reveal any
trade secrets that are unique to the company or are the
company’s proprietary information. Each employee has a
fiduciary responsibility to take care that no information
deemed confidential to the company be passed to
competitors.

21

Protection and Use
of Company
Property
Employees have a duty to protect and conserve the
company’s property and to ensure its efficient use for
proper purposes. Employees shall use the company’s
assets for the company’s legitimate business purposes
only. Company property includes anything that (a) is used
to further the business of the company, whether located
on company premises or otherwise, and (b) is not owned
or leased individually by an employee. Company property
additionally includes leased property and equipment,
computer programs, documents, data and information
downloaded on an employee’s personal computer.
The assets of the company, including equipment and
office supplies, must not be taken out of the company’s
offices or facilities by any employee or other person,
except for purposes of performing his or her job. If
removed from the company’s offices or facilities for valid
company uses, the property must be returned when it is
no longer needed for such company purposes. Upon
termination of employment, employees shall return all
company property in their possession or control.
Telephones, electronic mail and e-mail systems (including
electronic bulletin boards) are property of the company
and must be used primarily for business purposes and
only occasionally for personal reasons. A more detailed
description of the proper uses of company technology
may be found in FSC & Facility Policy 1-8.

22

Accurate and Timely
Periodic Reports

All business records, expense accounts, vouchers, bills,
payroll, service records and other statements and reports
are to be prepared with care and honesty. False or
misleading entries are prohibited. For example, no
payment shall be requested, approved or made with the
intention or understanding that it will be used for any
purpose other than that described in the documentation
supporting the payment. All corporate funds and assets
are to be recorded in accordance with applicable
corporate procedures. Compliance with accounting
procedures and internal control procedures is required at
all times. It is the responsibility of all employees to ensure
that both the letter and the spirit of corporate accounting
and internal control procedures are strictly adhered to at
all times. See also “Business and Confidential Information:
Accuracy, Retention and Disposal of Documents and
Records.”

Accuracy and reliability in the preparation of all business
records, financial statements and reports to regulatory and
other government agencies is of critical importance to the
corporate decision-making process and to the proper
discharge of the company’s financial, legal and reporting
obligations. The company is committed to providing full,
fair, accurate, timely and understandable disclosure in the
periodic reports and documents that it is required to file
with the Securities and Exchange Commission. To this
end, the company shall:
■

comply with generally accepted accounting principles at
all times;

■

maintain and strictly adhere to a system of internal
accounting controls and procedures that will provide
reasonable assurances to management that all
transactions are properly recorded;

■

maintain books and records that accurately and fairly
reflect the company’s transactions;

■

prohibit the establishment of any undisclosed or
unrecorded funds or assets;

■

maintain disclosure controls and procedures that will
provide reasonable assurances to management that
material information about the company is made known
to management on a timely basis, particularly during
periods in which the company’s periodic reports are
being prepared; and

■

present information in a clear and orderly manner in the
company’s periodic reports.

In addition, it is a violation of company policy and may
constitute a violation of federal law for an employee,
acting individually or under the direction of a corporate
officer or director, to take any action to fraudulently
influence, coerce, manipulate or mislead any independent
or certified accountant engaged in the performance of an
audit of the company’s financial statements.

23

Insider Trading
The information contained herein is a summary of the
company’s Insider Trading Policy, and employees are
strongly encouraged to consult the full policy (FSC &
Facility Policy 3-21) for a complete description.
The company’s Insider Trading Policy prohibits: (i) trading
in company securities, directly or indirectly, while you are
in possession of material nonpublic information
concerning the company; (ii) trading in securities of other
publicly traded companies while you are aware of material
nonpublic information about that company that you
obtained in the course of your employment with the
company; and (iii) disclosing material nonpublic
information about the company or any company with
which the company deals to anyone outside the company
or recommending to anyone the purchase or sale of any
such securities while you are aware of such information
(“tipping”).
“Material nonpublic information” means information that
a reasonable investor would consider important in making
a decision on whether to buy, sell or hold a security, and
that is not generally known or available to the public.
Common examples of “material” information include
knowledge of new services; earnings or dividend figures;
changes in senior management; significant accounting
developments; new contracts with customers or suppliers;
actual or threatened major litigation, or the resolution of
such litigation; and pending or proposed tender offers,
acquisitions, mergers and dispositions of businesses or
significant assets. As a general rule, information is
considered “nonpublic” until the expiration of two (2) full
trading days after the information is released to the
general public, typically through a press release or filing
with the SEC.
The Insider Trading Policy also contains restrictions and
guidance applicable to specific types of transactions, such
as transactions in company securities held in the
company’s 401(k) plan, transactions in company stock
options, short sales and hedging and margin loan
transactions. Additional restrictions apply to the
company’s executive officers and directors and to certain
other individuals designated by the administrators of the
Policy.
Federal and state securities laws prohibit insider trading
and tipping, and violators face potentially severe
penalties. Violators of the Insider Trading Policy also face
company-sanctioned penalties, up to and including
termination of employment.

24

Employment and
Work Environment

Retirement Income Security Act; Title VII of the Civil Rights
Act; the Occupational Safety and Health Act; the Labor
Management Relations Act; the Age Discrimination in
Employment Act; the Fair Labor Standards Act; the
Immigration Reform and Control Act; the Equal Pay Act;
the Workers’ Adjustment and Retraining Notification Act;
and all similar, applicable laws in each state in which the
company conducts its business.

This section summarizes some of the company’s
employment policies. It is not intended to be an
exhaustive statement concerning such policies. You
should consult the company’s employment-related
policies and procedures, some of which are referenced
below, for a further discussion of these policies, as well as
related information and additional policies.

The company’s General Counsel and the company’s
Human Resources officials can provide employees with
information on these laws and can direct any questions
regarding these laws to the proper authority. See also FSC
& Facility Policy 3-17.

Equal Employment Opportunity; Sexual
Harassment

Employee Safety and Health
The health and safety of all employees is a primary
concern of the company. The following statement
describes the guidelines necessary to achieve the
company’s goal of protecting its employees from
recognized hazards in the workplace. This statement is not
intended to be a substitute for the company’s more
detailed policies and procedures regarding employee
safety and health, which contains any applicable federal,
state or local requirements. Employees should refer to
Chapter 8 of the company’s FSC & Facility policies and
procedures for further information in this regard.

The company is an equal opportunity employer and does
not discriminate in its employment practices. It is the
company’s policy that all employees be treated with
respect and courtesy. No person may be discriminated
against concerning recruitment, employment, promotion,
termination of employment or any other term or condition
of employment because of such person’s race, color,
gender, creed, religion, age, handicap, disability, national
origin, ancestry, marital status or any other bias prohibited
by federal, state or local law including Title VII of the Civil
Rights Act of 1964, as amended.

The company and its employees must comply with all
federal, state and local health and safety laws and
regulations, including the rules and regulations of the
Occupational Safety and Health Administration (OSHA).
The company and its employees share responsibility for
maintaining a safe work environment.

No employee of the company shall engage in any type of
conduct whatsoever that could be construed as sexual
harassment under the guidelines established by the Equal
Employment Opportunity Commission and as established
by the company’s policy prohibiting sexual harassment
(FSC & Facility Policy 3-17). Verbal and physical contact of
a sexual nature by any employee or supervisor, including
sexual advances, requests for sexual favors or other
conduct that tends to create an intimidating, hostile or
offensive work environment, is strictly prohibited. All
incidents of sexual harassment should be immediately
reported as stated under “Reporting Violations and
Seeking Guidance.”

The company encourages employees’ involvement with
the company’s health and safety programs to ensure the
safety and health of the work environment and to
minimize workplace hazards. All employees are
encouraged to make suggestions to their supervisor
concerning how to improve workplace safety. The
company also requires employees to fully comply with the
company’s safety and health programs and all relevant
OSHA standards.

If an employee feels he or she has been discriminated
against on the basis of his or her race, color, gender or
other protected category, or sexually harassed, he or she
should immediately report the matter as stated under
“Reporting Misconduct and Seeking Guidance.”

Drug-free Workplace
The company is committed to maintaining a drug-free
workplace and will not tolerate on its premises either the
manufacture, dispensation, possession, distribution or use
of illicit drugs or alcohol while on duty. The company will
not tolerate an employee being under the influence of
illicit drugs or alcohol while on duty. The company will not

The company is also strongly committed to complying
with all federal and state laws and any amendments
thereto governing employment, including but not limited
to: the Americans with Disabilities Act; the Employee

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tolerate an employee’s misuse of prescription medication
while on duty or on the company’s premises. The
company also prohibits the consumption of alcoholic
beverages on company premises other than in connection
with functions approved by the company. The company
will immediately discipline anyone who violates this policy,
and this discipline could take the form of discharge.
In addition, the company has implemented a drug testing
policy for applicants for employment and for current
employees. FSC & Facility Policy 3-15 contains a complete
description of the company’s drug and alcohol and testing
policies.

Ethical Concerns
The company desires to create a work environment in
which ethical concerns can be raised and openly
discussed. If an employee raises an uncomfortable
question or criticizes another employee, corporate officers
and managers must welcome the employee’s questions or
concerns, and, as appropriate, seek assistance in
addressing them. If such corporate officer or manager
does not know how to answer such a question or address
a concern, the company’s Human Resources officials or
the General Counsel will assist the corporate officer or
manager in this regard.

Open Communications
The company encourages open communications, and the
company strives to be responsive to problems and
concerns. Though honest disagreements will occur, no
one employed by or associated with the company or one
of its facilities should be required to subordinate their
reasonable and lawful professional standards, judgment or
objectivity to those of any other individual. When
differences of opinion may arise, they should be referred
to appropriate management levels within the company for
resolution.

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External
Communications

(f) All responses to any government inquiry must be
truthful and complete.
No employee may ever destroy or alter any company
documents in anticipation of a request for those
documents from any government agency or court. If any
employee believes that such conduct has occurred or may
occur, he or she should immediately contact his or her
supervisor and the General Counsel. See also “Business
Information: Accuracy, Retention and Disposal of
Documents and Records.

Political Communications
Communication of the company’s views to legislators,
governmental agencies or the general public concerning
legislation and governmental policies or practices
affecting the company’s business operations is not
prohibited, so long as such communication is made in
accordance with applicable laws, such as those laws
related to lobbying. In many circumstances, the company’s
interests will require timely and effective communication
of its views on public issues and policies affecting the
company, its business and its stockholders. See also
“Political Activity and Government Relations.”

Employees who are contacted by law enforcement agents
are advised that: (1) they should contact their supervisor
(in the case of an employee) or the General Counsel (in
the case of a corporate officer) immediately; (2) they have
the right to speak or decline to speak, as all such
conversations by them are entirely voluntary; (3) they have
the right to speak to legal counsel before deciding to be
interviewed; and (4) they can insist that legal counsel be
present if the employee agrees to be interviewed.

Requests from Government Agencies
It is the company’s policy to cooperate fully with
reasonable and appropriate requests from any
governmental agency concerning the company’s
operations. The company seeks to assure that its
responses to government inquiries are complete, timely
and properly coordinated, and also protect the rights of
those involved. Guidelines for responding to requests
from government agencies are described below. See also
FSC & Facility Policy 1-10.

Communication with the News Media

(a) In order to assure that a request for information is
properly authorized by a government agency, all
requests must be made in writing prior to the
company making any response.

Any employee of the company contacted by a member of
press should first inform the person making the inquiry of
this company policy and refer the person to the
designated spokesperson. Any employee so contacted
must then inform one of the designated spokespersons of
such contact. One of the designated spokespersons, in his
or her discretion, may authorize another employee to
make contact with the press or respond to a press inquiry.
See also FSC & Facility Policy 1-4.

Only company personnel specifically designated by the
company’s executive officers (designated spokespersons)
may initiate contact with newspaper reporters,
representatives of the broadcast media, or any other
members of the press or respond to inquiries of any kind
by the press that in any way deal with or affect the
company.

(b) Only certain individuals within the company are
authorized to respond without prior approval. The
General Counsel will designate such individuals.
(c) Unless an employee has been informed in writing that
he or she is authorized to respond to the inquiry of a
government agency, any contact with a government
employee must be referred to his or her supervisor
and/or the General Counsel to determine the most
appropriate individual to respond to the inquiry.
(d) In order to preserve a record of the company’s
response to a government inquiry, all responses must
be made or otherwise documented in writing.
(e) Any response to a government inquiry must consider
the need to protect individual privacy.

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Facility Employee
Standards of Conduct
Facility employees and others who in the course of their
duties conduct business with or within a company correctional
facility must also be familiar with and are expected to abide
by the standards of conduct set forth in the Facility Employee
Supplement to the Code of Conduct, which is included within
the company’s policies and procedures as an Appendix to FSC
& Facility Policy 3-3.

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Summary information contained in this Guide regarding the Code of Conduct and other company policies and procedures is provided
for informational purposes only. Such information is not intended as a separate statement of CCA policy or
as a substitute for or supplement to CCA's official policies and procedures.
Neither this Guide nor the Code of Conduct is an employment contract or a guarantee of continued employment. CCA policies,
guidelines and procedures, including the Code of Conduct, are subject to change by the company at any time.
Copyright © 2005. Corrections Corporation of America. All rights reserved.

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