Standards of Business Conduct

Transcription

1 Stndrds of Business Conduct

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3 September 20, 2004 Letter to CBRE Personnel from the Bord of Directors As it pproches its 100th birthdy, CB Richrd Ellis is now the world's leding rel estte services compny. We provide n unmtched pltform of products nd services nd employ 13,500 people round the world. This June we becme New York Stock Exchnge trded public corportion. Most importntly, we enjoy n excellent reputtion nd our clients continue to rewrd us with their business. Our success is the result of mny things the knowledge, experience nd extrordinry tlent of our employees; the wisdom of our strtegy; the high qulity of our services; nd bove ll, our high stndrds of professionlism nd business conduct. As we look forwrd towrd continued success, brief look bck indictes tht these stndrds were the cornerstone on which Colbert Coldwell founded our Compny in the ftermth of the Sn Frncisco erthquke of 1906: Young Colbert Coldwell ws confident of his bility to sell nd mnge rel estte nd tret his clients firly. He felt shmed by the prctices of mny of his contemporries in the rel estte business. He resolved to form compny tht would be strictly ethicl nd professionl in its conduct. The needs of the client would be uppermost. Excerpt from Behind the Western Skyline -- Coldwell Bnker: The First 75 Yers, by Jo Ann L. Levy The compny Coldwell formed hs become CB Richrd Ellis nd his vision of compny bsed on high stndrds of ethicl conduct continues to differentite us from the rest of our industry. It hs tken lmost 100 yers for CB Richrd Ellis to rech the pinncle of rel estte services. However, recent history demonstrtes how quickly ethicl filure cn hurt even the most successful compny. Thus, we must remin consistently vigilnt nd proctive bout our stndrds of conduct. We re sking you to red nd dhere to the enclosed Stndrds of Business Conduct. You should expect no less from your collegues, your senior mngement nd us. Ech of us is personlly responsible for mintining the highest stndrds of business conduct to ensure tht we continue to differentite ourselves s the Compny tht globl clients trust with their rel estte ssets. We pprecite your support. Richrd Blum Frederic Mlek Jeff Cozd Jeffrey Pion Ptrice Mrie Dniels Brett White Brdford Freemn Gry Wilson Michel Kntor Ry Wirt Thoms Dschle (Bord Member since September 2005) John Nugent (Bord Member since June 2005)

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5 TABLE OF CONTENTS I. INTRODUCTION 1 II. CONDUCT RELATING TO EACH OTHER The Specil Responsibility of Mngers Equl Opportunity nd Diversity Hrssment Personl Reltionships Privcy of Employee Informtion Helth nd Sfety Drug nd Alcohol Free Workplce/Substnce Abuse III. CONDUCT RELATING TO OUR BUSINESS PARTNERS, CLIENTS AND COMPETITORS Fiduciry Duties Fir deling Competitive Intelligence Conflicts of Interest Accepting Gifts nd Entertinment Giving Gifts Competing With CBRE or its Clients/Corporte Opportunities Prt-Time Jobs Solicittion Fir Competition Our Clients Informtion IV. CONDUCT RELATING TO COMPANY RESOURCES Protection nd Proper Use of Compny Property Confidentil nd Proprietry Informtion Deling With Requests for Informtion Insider Trding Electronic Communiction Systems Accurcy of Books nd Records Retention of Records V. CONDUCT RELATING TO OUR COMMUNITIES Complince with the Lw Respecting the Environment Prtnering with our Communities Communicting with the Public Politicl Contributions Interctions with Public Officils VI. CONCLUSION 31 Confidentility Notice: This document is the property of CB Richrd Ellis, Inc. The informtion contined herein is proprietry to the Compny nd my not be copied or reproduced without the express written permission of the Compny's CEO. This document hs been prepred for the express use of personnel currently employed by CB Richrd Ellis, Inc. nd ffilited compnies. This Stndrds of Business Conduct is not contrct of employment nd does not crete ny contrctul rights of ny kind between CB Richrd Ellis nd its employees. At CBRE, employment is on n t will bsis. This Stndrds of Business Conduct supersedes ll other policies nd procedures to the extent they re inconsistent or less restrictive. The business units nd regions my, however, dopt policies nd procedures tht re more specific or restrictive thn those contined below.

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7 INTRODUCTION 1 I. INTRODUCTION Wht is the Stndrds of Business Conduct? CB Richrd Ellis (CBRE) is firmly committed to conducting business with the highest integrity nd in complince with the letter nd spirit of the lw. We re operting in world where lws nd other stndrds tht govern business conduct re more complex nd demnding thn ever. Violting them could hve very serious consequences to the Compny nd you. The Stndrds of Business Conduct embodies the fundmentl principles tht govern our ethicl nd legl obligtions t CBRE. It describes, summrizes nd supplements policies, some of which hve been in plce t CBRE for yers. You will lso find our responses to questions tht CBRE employees hve sked regrding these policies. We hope these &A re helpful in mking the policies "come to life." We hve orgnized the stndrds into four ctegories: Conduct relting to ech other Conduct relting to our business prtners, clients nd competitors Conduct relting to the Compny's resources Conduct relting to our communities Wht it's Not No policy mnul, however detiled, cn possibly nticipte ll of the situtions or chllenges we might fce on the job. The Stndrds of Business Conduct serves s rod mp nd is not intended to be n exhustive description of the Compny's policies or the lw. Where Compny policy covers topic within this guide, we hve provided cross-reference or link to tht policy. The policy itself is ccessible vi the Nvigtor or from the Humn Resources or Legl Deprtments. In ddition, ll employees re subject to the numerous policies in the Employee Hndbook, copy of which is locted on the Nvigtor.

8 2 INTRODUCTION If your questions re not fully ddressed by these resources, your next step should be to discuss the issues with your mnger. Other resources re lso vilble including professionls in the Legl, Finnce nd Humn Resources Deprtments, the Chief Complince Officer nd the CBRE HelpLine. (For more informtion on contcting nd using these resources, plese see the resources listed on the Ethics nd Complince Progrm pge on the Nvigtor.) Appliction to ll of Us, Worldwide The Stndrds of Business Conduct pplies to our personnel, bord members nd other people cting on our behlf. Ech of us hs personl responsibility to understnd these policies nd prctice them in our dily business lives. Anyone who engges vendors, consultnts or temporries on our behlf is responsible for monitoring such persons' work to ensure they ct in mnner consistent with the Stndrds of Business Conduct. If you need guidnce in this re, you should contct your mnger, the Chief Complince Officer or member of the Humn Resources or Legl Deprtments. As worldwide compny, we recognize tht the rules governing our conduct will vry from region-to-region nd country-to-country. However, there re certin principles tht pply globlly. The obligtion to ct with unwvering integrity does not end once you cross border. The Stndrds of Business Conduct hs been customized, trnslted nd implemented in ech country in which we operte. Your Personl Commitment to Do the Right Thing Ech person t CBRE is responsible for his or her own business conduct. The Stndrds of Business Conduct represents non-negotible commitment to doing the right thing. By being prt of CBRE, you re mking personl commitment to understnd the policies nd lws tht pply to your job nd lwys follow them. If you fil to follow these stndrds, you put yourself, your co-workers nd CBRE t risk. You will be subject to disciplinry ction, up to nd including termintion, nd possibly legl consequences. Additionlly, we cnnot live up to these stndrds if we, s individuls, fil to spek up when we should. Tht is why, in ddition to knowing the legl nd ethicl responsibilities tht pply to your job, you should spek up if:

9 INTRODUCTION 3 You re unsure bout the proper course of ction nd need dvice; You believe tht someone cting on behlf of CBRE is doing or my be bout to do something tht violtes these stndrds or the lw; or You believe you my hve been involved in ny misconduct. Who Should I Contct for Help? Throughout this Stndrds of Business Conduct, resources re identified where you cn get help or guidnce bout prticulr policies. On the Ethics nd Complince Progrm pge on the Nvigtor, you will find internl contct informtion for the resources referenced herein. If you hve concern bout legl or business conduct issue, you hve multiple options. Your mnger is usully good plce to strt. You my lso get help nd dvice from: Any member of the mngement tem; Any member of the Humn Resources or Legl Deprtments; Your Chief Complince Officer; or The CBRE HelpLine (800) (see below) Your business unit or region my estblish dditionl venues of reporting issues or concerns. Additionlly, we hve implemented method for nyone to rise serious concerns regrding ccounting, uditing or finncil mtters. The Corporte Complince Hotline, locted on the Investor Reltions pge on our website, is vilble to the generl public, investors nd employees. This hotline cn be used if you re uncomfortble utilizing ny of the internl resources we hve mde vilble. Clls received on this hotline re forwrded directly to the Audit Committee of our Bord of Directors. The most importnt thing is tht you rise the concern quickly nd effectively. CBRE HelpLine (800) We hve provided confidentil nd nonymous method for you to sk questions nd rise concerns bout our Stndrds of Business Conduct the CBRE HelpLine. The CBRE HelpLine is lwys vilble if you re uncomfortble using one of the other resources identified in the Stndrds of Business Conduct, or if you re not stisfied with the response you hve received from them.

10 4 INTRODUCTION The CBRE HelpLine is operted 24/7 by n independent compny. When you cll the CBRE HelpLine, trined specilist will spek to you nd prepre summry of your cll. If you choose to remin nonymous, the report will not identify you. (Of course, giving your nme cn often help us look into the mtter, nd s explined below, CBRE hs no tolernce policy for retlition for rising concern under the Stndrds of Business Conduct.) The cll summry is then forwrded to the Chief Complince Officer to follow up on the mtter. We will ttempt to respond to your cll very quickly, prticulrly when the nture of the concern mkes speed importnt. If n investigtion is undertken, we will look into the issue promptly nd, whenever clled for, see tht corrective ction is tken. We hve Zero Tolernce for Retlition If you seek dvice, rise concern or report misconduct, you re doing the right thing. Retlition is illegl nd we will not tolerte it. Individuls engging in retlitory ction ny dverse employment ction tken ginst you for rising concerns, reporting violtions nd/or prticipting in investigtions will be subject to disciplinry ction, up to nd including termintion. If you suspect tht you or someone else hs been retlited ginst for rising ny legl or business conduct issue, immeditely contct your Humn Resources Deprtment, the Legl Deprtment, the Chief Complince Officer or the CBRE HelpLine. Investigtion of Violtions Reported violtions of policy or lw will be investigted. All investigtions will be conducted by pproprite personnel who will work in conjunction with the Chief Complince Officer or the designted internl or outside legl counsel. For legl resons, it is impertive tht the person reporting the violtion not ttempt to undertke his or her own investigtion. However, ll personnel re expected to cooperte fully with ny investigtion mde by the Compny into reported violtions. We will, where prcticble nd permissible, endevor to keep the person reporting the issue pprised of the progress nd outcome of the investigtion. If corrective ction is required s result of the investigtion, we will determine the pproprite steps to tke (including, when pproprite, legl ction) to stop the ongoing violtion, rectify problem tht lredy occurred, nd reduce the likelihood of its recurrence.

11 INTRODUCTION 5 Discipline for Violtions Disciplinry ction, up to nd including termintion, my be tken for the following: Authoriztion or prticiption in ctions tht violte the lw or policy; Filure to report violtion of the lw or policy; Refusl to cooperte in the investigtion of violtion of the lw or policy; Filure by violtor's mnger(s) to detect nd report violtion of the lw or policy, if such filure reflects indequte supervision or lck of oversight; or Retlition ginst n individul for reporting violtion of the lw or policy. CBRE's Ethics nd Complince Progrm The Stndrds of Business Conduct is the centerpiece of Compnywide inititive clled the Ethics nd Complince Progrm. The Progrm ws dopted by our Bord of Directors on September 20, 2004 nd the Bord mintins ctive oversight over its implementtion nd opertion The Progrm is dministered by our Chief Complince Officer, currently our Generl Counsel. The Chief Complince Officer reports directly to the CEO nd will mke regulr reports to the Bord of Directors regrding the implementtion nd effectiveness of the Progrm. The Chief Complince Officer will be dvised by our Ethics nd Complince Committee comprised of senior officers nd other personnel involved in relevnt res t ech of our business units. The Chief Complince Officer lso estblishes the stndrds for the ethics nd complince progrms tht will be implemented in ech country nd region in which we operte worldwide. In ech cse, the Progrm includes: Appointment of Chief Complince Officer to oversee the progrm nd formtion of n Ethics nd Complince Committee, with representtives from ech business unit; An ongoing trining nd communiction progrm to set the right tone nd reinforce our Stndrds of Business Conduct; Implementtion of confidentil mens of sking questions, rising concerns or reporting violtions of the Compny's legl complince or business ethics policies, including no-tolernce policy ginst retlition; Communiction of how the Compny intends to hndle investigtions of, nd discipline for, violtions of the Stndrds of Business Conduct; nd Ongoing inititives to mesure our progress nd to constntly improve.

12 6 CONDUCT RELATING TO EACH OTHER II. CONDUCT RELATING TO EACH OTHER The Specil Responsibility of Mngers All of our mngers must led by exmple. We expect them to demonstrte their support for our Stndrds of Business Conduct through their ctions s well s their words. Mngers re responsible for enforcing our policies nd promoting work environment where: Ethicl conduct is the norm Legl complince is mndtory Being lert to the erliest signs of non-complince is expected No mnger hs the right to sk ny CBRE employee to deprt from our stndrds of business conduct. Our best mngers re our most vluble resource for knowledge bout our legl nd business stndrds. They not only discipline consistently for violtions but they lso rewrd nd recognize role-model behvior. Equl Opportunity nd Diversity We wnt to ttrct the most tlented people from ll wlks of life to join CBRE. Once hired, we provide n environment where they cn compete ccording to their skills nd bilities nd re encourged to mke meningful contributions nd be ppropritely recognized nd rewrded. All of us must tret ech other with dignity nd respect. CBRE is committed to equl opportunity of employment. Discrimintion on the bsis of ny clssifiction protected by lw will not be tolerted in ny circumstnce. For our policies nd further guidnce in this re, plese refer to: Equl Employment Opportunity Policy & Procedures Mnul Plese note tht these Compny policies provide specific procedures for bringing llegtions of discrimintion or hrssment.

13 CONDUCT RELATING TO EACH OTHER 7 Hrssment Hrssment my tke mny forms, from overt sexul dvnces to offhnded remrks or jokes or gestures, regrdless of the intent. In whtever form, hrssment is illegl nd hs no plce t CBRE. The Compny hs implemented n nti-hrssment policy. It contins definitions of prohibited conduct nd estblishes procedures for rising concerns nd reporting violtions. It sets expecttions of our supervisory nd mngement personnel nd defines the roles of the Humn Resources nd Legl Deprtments in investigtions nd follow-up. Finlly, it plces personl responsibility for dmges with the personnel engging in illegl hrssment. Regrdless where our policy sets the br in terms of prohibited behvior, it is simple to sty in complince with the policy by just following the golden rule. Before engging in ny conduct, sk yourself whether you would like to be treted the sme wy. Also sk yourself whether you would ct the sme wy or sy the sme thing if fmily member ws present, or whether you would wnt your dughter or son to be subjected to the sme behvior t their office. How would it look if the conduct ws reported on the 6 p.m. news? If you believe you re being hrssed, you should tell the hrsser in cler nd unmbiguous terms tht the conduct is offensive nd unwelcome, nd tht if it does not stop immeditely, you will tke ction. If you re uncomfortble confronting the hrsser directly or if the behvior continues, you hve multiple venues to report the conduct, including: Your mnger Any member of senior mngement Your Humn Resources or Legl Deprtments The Chief Complince Officer The CBRE HelpLine (800) If you re mnger, it is your job to enforce our policies. Conduct tht occurs on your wtch my be equivlent to conduct tht you condone or engge in yourself. You should be fmilir with how to hndle complint or report of violtion of policy. And, if you become wre of ny violtions, you must report them immeditely to ny of the resources listed bove.

14 8 CONDUCT RELATING TO EACH OTHER A person in my work group often surfs the internet nd I sometimes see inpproprite imges on his screen. He doesn't believe it is problem becuse his computer is in his own office nd he is doing this during his lunch brek. I hve to work with him on dily bsis, nd find these imges offensive. Wht should I do? Our Electronic Communiction Policy prohibits employees from displying offensive imges on computers in the workplce. You must report the conduct to your mnger or ny of the other venues identified in the Stndrds of Business Conduct. I m n OSA nd hve been sked out repetedly by one of the big producers in my office. I told him I hve boyfriend but he is persistent. Yesterdy, I received delivery of flowers t my home with crd tht sid no hrd feelings. Tody, he emiled me with just question mrk. I don t wnt him to get in trouble but I definitely wnt his overtures to stop. Wht cn I do? You could tell big producer politely tht you re not interested in going out with him, tht no mens no nd tht you expect his behvior to stop. Fced with the relity tht this conduct could be hrssment, resonble person will usully stop. If you re uncomfortble doing tht, or if the conduct does not stop, you could lso report the conduct to ny of the resources mde vilble to you under our nti-hrssment policy. The Compny will tke steps to prevent ny retlition ginst you for reporting this conduct. For further guidnce on this re, plese refer to: Hrssment Free Workplce Policy & Procedure Mnul Personl Reltionships We recognize tht ll individuls hve the right to work t CBRE, including fmily members or close personl friends of other employees. We lso recognize the relity tht reltionships often form mong co-workers. However, dting of direct or indirect subordintes by mngers is prohibited. Such reltionships inevitbly dmge morle nd disrupt productivity in the workplce. There is n inherent conflict of interest in mnging someone with whom you hve romntic reltion ship. Even if you re cting imprtilly, your reltionship more thn likely will be perceived negtively. In generl, our policy is to void conflicts of interest by prohibiting work situtions tht crete direct or indirect reporting reltionships between fmily members or individuls with close personl reltionship. In the event these reltionships pre-exist this policy, they must be disclosed to senior mngement in your business unit.

15 CONDUCT RELATING TO EACH OTHER 9 I m developing romntic reltionship with somebody who works for one of my direct reports in my deprtment. Is this OK? After ll, it is consensul reltionship nd this person doesn't work directly for me. No. It is uncceptble to hve romntic reltionship with someone with whom you hve direct or indirect reporting reltionship. Therefore, you must immeditely disclose the reltionship to your mnger nd Humn Resources nd pproprite steps will be tken. I hve just begun to dte nother employee in my deprtment. Is dting collegue cceptble? Yes, provided tht there is no direct or indirect reporting reltionship. For further guidnce on this re, plese refer to: Employment of Reltives Policy & Procedure Mnul Privcy of Employee Informtion We respect the privcy of our employees' personl informtion nd we will not disclose such informtion unless we re required to do so by pplicble lw. Helth nd Sfety Ech of us is responsible for mintining sfe nd helthy workplce. We cn minimize the chnces of on-the-job injuries by complying with the lw, Compny policy, nd common sense. For exmple, wering setbelts is required in compny vehicles for ll drivers nd ll pssengers, nd is the lw in lmost ll sttes. Promptly report hzrdous situtions nd ny injuries, regrdless of how severe, to the pproprite deprtment, nd become fmilir with the emergency procedures nd telephone numbers for work loctions. I noticed ctivities tht my be creting sfety nd environmentl hzrd, but it is not in my re, nd I do not wnt to get involved. I do not hve to report it, do I? This is not the best wy to hndle your concern. Sfety nd the environment re every employee's "re." Report your concern to your mnger or through one of the other venues vilble under the Stndrds of Business Conduct. Think how you would feel if someone were bdly hurt becuse you filed to ct.

16 10 CONDUCT RELATING TO EACH OTHER For further guidnce on this re, plese refer to: Employee Sfety Code Reports of Injuries/Accidents Policy & Procedure Mnul Drug nd Alcohol Free Workplce/Substnce Abuse We provide drug nd lcohol free workplce. We expect ech employee to do his or her prt to help promote tht environment. Compny policy provides tht no employee my, while in the workplce, use drugs not prescribed by physicin, or consume lcohol, or put ny employee into dnger in terms of helth or sfety. Working under the influence of drugs or lcohol consumed wy from the workplce is lso prohibited. Some employees become dependent on lcohol or drugs. We mke vilble voluntry Employee Assistnce Progrm (EAP) for those employees who need help overcoming substnce buse problems. (To lern more bout our EAP, plese visit the Benefits section of our Humn Resources pge on the Nvigtor.) However, it is not the policy of the Compny to ttempt rehbilittion of employees involved in selling, trnsferring, or mnufcturing drugs. Engging in the illegl use, sle, or distribution of drugs while on the job or off duty violtes Compny policy. Deprtment, I suspect tht co-worker in nother deprtment is busing prescription drugs. Should I tell someone? After ll, it is not n illegl substnce, nd she does hve prescription. Dependency on prescription drugs, or for tht mtter the buse of lcohol, cn be s dngerous s dependency on illegl substnces. You my choose to tlk to the co-worker. Or you my shre your concerns with mnger, mnger in the Humn Resources or the EAP Coordintor.

17 CONDUCT RELATING TO EACH OTHER 11 I sometimes smell lcohol on the breth of my mnger. I fer tht he my be drinking t or just before he comes to work. Wht cn I do? You should report your concerns through one of the venues vilble to you under the Stndrds of Business Conduct. It is understndble tht you might not feel comfortble confronting your mnger. This is lso sitution where the CBRE HelpLine would llow you to directly report your concern nonymously. For further guidnce on this re, plese refer to: Drug Free Workplce Policy & Procedure Mnul

18 CONDUCT RELATING TO OUR BUSINESS 12 PARTNERS, CLIENTS AND COMPETITORS III. CONDUCT RELATING TO OUR BUSINESS PARTNERS, CLIENTS AND COMPETITORS Fiduciry Duties The nture of our business often results in the Compny owing fiduciry obligtions to third prties. Under pplicble lw these prties include our clients nd certin of our business prtners. Every officer nd director lso hs fiduciry duty to the Compny itself. A fiduciry duty is the highest stndrd of duty under the lw. Owing fiduciry obligtion to someone requires us to plce tht person's interests bove our own. Breching fiduciry obligtion to client cn hve serious legl consequences to you nd the Compny. Fir Deling We will tke the high rod nd del firly with our business prtners, clients nd yes, even our competitors. No one representing CBRE will tke unfir dvntge of nyone through mnipultion, frudulent inducements or concelment, buse of privileged informtion or ny other unfir-deling prctice. We will obey the specific rules in ech stte governing the rel estte brokerge business, including with respect to our disclosure obligtions nd our conduct in negotitions on behlf of our clients. Our reltionships with prtner offices nd ffilites re governed by specific policies, procedures nd contrcts. We will respect those obligtions nd utilize the specified methods of resolving ny disputes or uncertinties tht rise. A group of brokers from leding competitor in my mrket pproched me bout joining CBRE, nd sid tht they would deliver to us certin business tht they were bout to close but hve not disclosed to their employer. Cn we hire them? While we re lwys interested in cquiring producers to enhnce our tlent in key mrkets, wht these brokers re proposing is wrong nd likely violtes their legl obligtions to their existing employer. They should be working on existing business opportunities for the benefit of their employer nd we will not ssist them in their scheme to defrud. You should question whether you wnt these producers to become prt of CBRE, nd whether they would be s inclined to tke CBRE opportunities to nother competitor down the rod.

19 CONDUCT RELATING TO OUR BUSINESS PARTNERS, CLIENTS AND COMPETITORS 13 A client of mine hs requested my ssistnce in the sle of n industril building. The building is locted in the territory of CBRE prtner office. Involving the prtner office in the listing will complicte the trnsction nd result in my receiving less of the fee. Since this is longstnding client of mine, m I required to work with the prtner office nd inform them tht I will be listing property in the prtner's territory? You re required to notify the prtner office of the listing nd your presence in the prtner's territory. You should immeditely discuss this listing with your mnger nd together tke the next step required by our operting procedures. Competitive Intelligence Competitive informtion cn be vluble to us in order to understnd nd mnge our mrkets nd services so we cn better meet our clients' needs. However, we will gther nd use informtion only in ccordnce with the lw nd our ethicl stndrds. Any informtion we suspect hs been obtined improperly must not be used. The lw prohibits us from obtining informtion through theft, blckmil, wiretpping, electronic evesdropping, bribery, improper inducement, receiving stolen property, threts, nd other improper methods. It is lso importnt tht we cquire competitive informtion ethiclly. Here re some guidelines: We will not misrepresent who we re or for whom we work. We will not use competitor's employees s improper sources of non-public informtion. New CBRE employees should not divulge to us proprietry informtion bout their former employers, nd we should not sk them to. We will respect the confidentility of our competitors' nd suppliers' informtion. We will not use informtion nother compny hs mrked "proprietry" or "confidentil" (or informtion we hve reson to think should hve been mrked tht wy), regrdless of how it ws obtined, unless we hve specific permission. If you hve ny questions or believe tht mteril you possess my violte these stndrds, you should contct the Chief Complince Officer immeditely.

20 CONDUCT RELATING TO OUR BUSINESS 14 PARTNERS, CLIENTS AND COMPETITORS circumstnces. During meeting with potentil client, the decision mker offered to provide us with copy of the competitor s bid, which is mrked "confidentil." My we ccept it? No. As tempting s it might be to get leg up on the competitors, we re not llowed to ccept competitor bid under these Contct the Chief Complince Officer immeditely. Conflicts of Interest Conflicts of interest cn rise when person representing CBRE tkes n ction or hs personl or fmily interest tht hs the potentil to ffect his or her objectivity, loylty or work performnce. These my include: Outside employment; Outside work for clients, suppliers, vendors or competitors of CBRE; Activities tht could reflect negtively on the reputtion of CBRE; Hving close fmily reltionship or personl interest of more thn 1% in supplier, vendor, client, prtner, contrctor, subcontrctor, or competitor of CBRE; or Receiving ny unusul gin, fvors, gifts, kick-bcks or other benefits s result of his or her position in the Compny. An ction or interest tht could potentilly cuse conflict of interest could be improper even if no conflict of interest ctully rises. Even the mere ppernce of conflict cn trnish our reputtion for fir deling. Illegl conduct such s collusion, bid fixing nd kickbcks is typiclly the devstting end result of undisclosed conflicts of interest on the prt of employees involved in procurement. Therefore, ny ction or personl interest tht cuses or could be resonbly expected to cuse conflict of interest must be reported to the Compny through procedures estblished by your business unit nd must hve received prior pprovl through the estblished procedures, or else it is prohibited. This policy pplies to conflicts of interest between you nd the Compny, s distinguished from the types of conflict of interest tht rise between us nd our clients. For exmple, licensed rel estte professionl my encounter client conflict of interest where he or she is dul gent representing both prties in trnsction, or where he or she hs n ownership interest in property tht client is considering purchsing. You re expected to comply with ll lws tht govern our business opertions, which typiclly require written disclosure nd client consent of these types of conflicts.

21 CONDUCT RELATING TO OUR BUSINESS PARTNERS, CLIENTS AND COMPETITORS 15 The Compny's Legl Deprtment hs published "Risk Awreness Guide", locted on the Nvigtor, tht provides guidnce on the specific types of risks tht rise in the context of rel estte services. Plese become fmilir with the Risk Awreness Guide. It is useful resource. If you become wre of trnsction or interest tht is, or could be resonbly expected to cuse conflict of interest, or if you hve question bout whether conflict of interest exists, you must bring it promptly to the ttention of the pproprite mnger in your region or business unit. In ny event, you must disclose the items listed in the highlighted box bove. You my lso consult with the Legl Deprtment or the Chief Complince Officer. Remember, if you re unsure, "Ask before Acting." In this re, mking the wrong decision cn hve devstting consequences to you nd the Compny. I represent lndlord negotiting lese with prospective tennt. The tennt's CEO is my wife's brother. Must I disclose this reltionship? be Yes. The existence of close fmily reltionship with prty who is cross the tble from our client hs the potentil to cuse conflict of interest. Even if your loylty is undivided to your client, there could the ppernce of divided loylty or improper personl benefit. Accepting Gifts nd Entertinment One of the most frequent questions employees sk is whether they cn ccept n unsolicited gift from business prtner or prticipte in vendor-sponsored event. Gifts tht re excessive or ccepted under certin circumstnces (e.g. from opposing prties in del or from prty with whom you re negotiting) could crete conflict of interest or the perception of one. Our policy is tht we should never ccept ny gift or entertinment unless: It is not csh or csh equivlent (e.g., gift certifictes, property, shres of stock, or other forms of mrketble instruments or interests) of ny mount; It is consistent with wht is customry nd routine in our business; It is not excessive in vlue (s determined nd posted by the Compny); It does not influence our selection nd purchsing decisions (this mkes it prticulrly troublesome to ccept ny gift from supplier who is involved in pending purchsing decision); nd It does not violte ny other lws or regultions.

22 CONDUCT RELATING TO OUR BUSINESS 16 PARTNERS, CLIENTS AND COMPETITORS Gifts of nominl vlue, such s pens, pencils, clendrs, or other logo items, re pproprite to ccept. Entertinment or events pid for by our business prtners (such s occsionl mels nd sports, musicl nd thetricl events) my be pproprite if there is genuine business reson for ttending the event nd ttendnce t such n event is customry nd routine in our business (i.e., not "unusul hospitlity"). Certin business units my enct policies regrding ccepting gifts tht re more specific or stringent thn this one, nd employees in those business units re expected to dhere to those policies. If you re unsure bout whether you cn ccept prticulr gift or invittion, sk your mnger or someone in the Legl Deprtment for guidnce. If you re not ble to sk, you should politely decline the offer. I work in Finnce in El Segundo. I'm going to be in Chicgo for Shred Services Conference nd one of my vendors hs invited me to ttend Cubs gme. Is it OK if I go? Yes, it is OK to go with the vendor to the Cubs gme s long s the vendor does not py for your flights or ccommodtions in Chicgo. However, if purchsing decision is pending, you should probbly decline the offer due to the perception tht the invittion is intended to give the vendor n dvntge in the negotition. I m broker for lndlord nd the tennt sent me flowers nd cndy in pprecition for "job well done." My I keep these gifts? Generlly, employees my ccept items of nominl vlue. If this were client who wnted to recognize your work, you could keep the flowers without running foul of the policy (you could lso shre the gift with your whole office nd win some friends) or suggest they send letter of pprecition to your mnger. However, when the opposing prty in trnsction sends gift, it could be perceived s conflict of interest by our client nd, depending on the gift, could lso violte our listing greement or the licensing lw in your jurisdiction, nd should not be ccepted. Giving Gifts We believe tht we offer the best services in the industry ny business tht hs to be won by providing unusul or excessive gifts or hospitlity is business we do not wnt. We recognize tht it is customry nd routine (indeed, often expected) for rel estte sles professionls to sponsor events nd to provide gifts or entertinment to clients in certin circumstnces.

23 CONDUCT RELATING TO OUR BUSINESS PARTNERS, CLIENTS AND COMPETITORS 17 However, there is growing trend towrds compnies prohibiting their employees from ccepting these items. Here re few guidelines to keep us out of trouble: Stricter nd more specific rules nd policies pply when we do business with the government. The lws of mny countries (including the U.S.) prohibit the giving of nything of vlue to governmentl employee. Becuse of the sensitive nture of these reltionships nd the complexity of the lws in this re, we should lwys seek dvice from our mnger or the Legl Deprtment before offering gifts or hospitlity to government employees. We must be wre of, nd respect, our clients' policies in these res. Ask your client in dvnce bout its policy on ccepting gifts nd entertinment. We lso must be sure tht ll expenditures hve been ppropritely uthorized nd re correctly recorded on our books. Gifts of csh nd csh equivlents re strictly prohibited. Competing with CBRE or its Clients/Corporte Opportunities Competing with CBRE or its clients, either personlly or by iding competitor, is strictly prohibited. Using your contcts or position with the Compny to dvnce your own privte business or finncil interests hed of the Compny's or its clients' is improper. Ech employee owes CBRE n undivided duty to dvnce its legitimte business interests when the opportunity to do so rises. Accordingly, you re prohibited from tking for yourself personlly ny opportunities tht rise or re discovered in the course of your service to CBRE unless such opportunities hve lredy been offered nd declined (in writing) by the Compny. In ddition, use of Compny or client vendors, suppliers or subcontrctors for work t your personl residence or outside business my occur only with prior pprovl of the senior mngement in your business unit. Becuse our employees' personl ownership of certin types of rel estte poses both legl nd reputtionl rmifictions to the Compny, we hve estblished cler policies regrding employee ownership of rel property nd prticiption in spects of the rel estte mrkets. Adherence with those policies is mndtory nd violtion my subject you to disciplinry ction, up to nd including termintion.

24 CONDUCT RELATING TO OUR BUSINESS 18 PARTNERS, CLIENTS AND COMPETITORS I've lerned tht brokerge tem in my CBRE office hs just been wrded new listing for the sle of n prtment building. My fther nd I re interested in purchsing it s n investment property nd wnt to mke n offer before it's on the mrket next week. Is it oky to submit n offer to the listing tem right wy? No. Essentilly you would be competing with CBRE clients which is ginst Compny policy. You would lso be violting policy which prohibits employees from operting on dvnce informtion not vilble to other clients. If you re still interested in the property fter it hs been on the mrket for resonble time, you should spek to your mnger bout how to proceed in ccordnce to our policies. Personl ownership of Rel Estte Policy nd Procedure Mnul In ddition, plese consult with the Risk Awreness Guide, Section 2(c), which is locted on the Nvigtor nd contins useful guidnce in this re. Prt-time Jobs Prt-time jobs re permitted only if: The job is not with (or in id of) competitor; The job does not conflict nor interfere with your CBRE job performnce, responsibilities, hours or duties; or The job does not require you to use CBRE property, fcilities or confidentil informtion. Solicittion We mintin work environment free of unwnted pressure to prticipte in our employees' ventures or buy products from them. Thus, selling products, distributing literture or fund rising in the workplce, whether or not for personl gin, is uncceptble. Even outside work hours or our offices, exerting explicit or implicit pressure to prticipte in personl ventures is simply not the right thing to do. The occsionl sle of products for chrity, such s Girl Scout cookies, my be permitted by locl office mngement, provided tht it does not interfere with business opertions or pressure nyone t CBRE to purchse product or prticipte in progrm.

25 CONDUCT RELATING TO OUR BUSINESS PARTNERS, CLIENTS AND COMPETITORS 19 should My mnger sked me to "help her out of jm" by buying cndy tht benefits her son's trvel soccer tem. Your mnger hs not done the right thing. Even if mngement in your fcility permits the occsionl sle of chritble products, your mnger never use his or her position to pressure you to prticipte. For further guidnce on this re, plese refer to: Solicittion/Distribution Policy Fir Competition We comply with ntitrust lws, which re ment to ensure tht the mrketplce remins open to free competition. The ntitrust lws re complex nd violtions crry severe penlties, including fines nd jil time for individul employees. You re encourged to seek the dvice of the Legl Deprtment if you hve questions. However, following few simple guidelines will help ensure tht we never violte these lws: We compete solely on the merits of our services, the prices we chrge nd the client loylty we ern. We void ny discussions with competitors regrding pricing of services unless the discussions hve n pproprite business purpose nd then, keep the discussions to minimum. We do not enter into ny greement with competitor except greements of type lredy pproved by the Legl Deprtment (e.g., co-brokerge). Certin types of greements with competitors re lwys illegl nd must be voided regrdless of the circumstnces. For exmple, greeing with competitors on prices we or they will chrge or loctions where you or they will offer services is serious violtion of the ntitrust lws. If converstion with competitor enters n inpproprite re, end the converstion t once nd report it to the Legl Deprtment. We re truthful bout our competition's services nd don't interfere with their client contrcts. specific If we do not tlk bout specific pricing, cn I gree with competitor not to engge in price wr? No. Any greement between competitors tht directly reltes to the prices they chrge violtes ntitrust lw, regrdless of whether prices or price levels re prt of the greement.

26 CONDUCT RELATING TO OUR BUSINESS 20 PARTNERS, CLIENTS AND COMPETITORS not A broker from the competition sked me to "go esy" on the bid for mngement of Prk Avenue building. If we do, he sid he would decline to bid on the Fifth Avenue building. I would rther hve the business on Fifth. Your competitor is tempting you to violte the ntitrust lws. You must report this contct immeditely to the Legl Deprtment nd engge in this converstion. Our Clients' Informtion We know lot bout our clients nd their trust in us is priceless sset. Any inpproprite use of confidentil client informtion wekens tht trust nd our reltionship with our clients. In ddition, cceptnce of client confidentil informtion cretes legl responsibility to protect it. Any mistke in hndling it could subject you nd the Compny to libility. For these resons, it is violtion of policy, nd in some cses the lw, to disclose or use client informtion for nything other thn the purpose for which the informtion is entrusted with us. If third prty ttempts to shre proprietry informtion with you without signed nondisclosure greement in plce, do not ccept it stop the converstion. Approved nondisclosure forms re vilble on the Nvigtor or by contcting the Legl Deprtment. If you hve questions bout whether it is pproprite to relese informtion with proprietry mrkings, you should check with your mnger, or the Legl Deprtment. A client hs hired brokerge tem in my office to find it smller office spce becuse it is considering downsizing its business by reducing its stff. I m concerned tht friend of mine who works for tht sme client might get lid off. Cn I tell my friend wht I know? No. The client hs entrusted our Compny with confidentil informtion bout its business ffirs. Any disclosure of this informtion for purposes unrelted to the brokerge ssignment would be violtion of Compny policy nd/or the lw. A friend of mine in the rel estte business hs sked me for some informtion regrding tennt who broke its lese nd is represented by one of our prtner offices. I know our systems contin the informtion my friend needs. Cn I give it to my friend? No. Our stndrds bsolutely prohibit using confidentil informtion bout our clients for nything other thn pproprite CBRE business purposes. Remember tht even requests from lw enforcement or governmentl gencies must lwys be referred to the Legl Deprtment. For further guidnce on this re, plese refer to: Confidentility/Non-Disclosure Policy & Procedure Mnul

27 CONDUCT RELATING TO COMPANY RESOURCES 21 IV. CONDUCT RELATING TO COMPANY RESOURCES Protection nd Proper Use of Compny Property We hve duty to sfegurd Compny ssets nd ensure their efficient use. Compny property should be used only for legitimte business purposes nd we must tke mesures to prevent their theft, dmge or misuse. Compny ssets include intellectul property such s trdemrks, business nd mrketing plns, slry informtion nd ny unpublished finncil dt nd reports. Unuthorized use or distribution of this confidentil informtion is violtion of Compny policy. I hve seen somebody steling supplies from our Compny. The person is friend of mine, but I don't like the fct tht he is steling from the Compny. Wht cn I do? It is difficult sitution for you, but you owe it to yourself nd to the Compny to let mngement or the Humn Resources Deprtment know wht is hppening. And remember, you my lwys cll the CBRE HelpLine nonymously. Confidentil nd Proprietry Informtion Our confidentil nd proprietry informtion gives us competitive edge in the mrketplce. It would hrm the Compny if it is disclosed inppropritely. In ddition, s public compny we must be extremely creful tht we control the disclosure of mteril informtion bout our business. The following guidelines will help us protect this informtion:

28 22 CONDUCT RELATING TO COMPANY RESOURCES Remember to mrk ll proprietry informtion s "Confidentil." All electronic mil documents must be treted similrly to sensitive pper documents. If you hve ccess to confidentil informtion of CBRE or its clients, you my not disclose it to nyone (even fellow employee) except to the extent necessry to fulfill n obligtion to the client or CBRE. If you re required to disclose confidentil informtion to third prty in the course of your job, you should do so only under written non-disclosure greement in form pproved by the Legl Deprtment. Do not leve confidentil informtion lying visibly on your desk or other plces where it cn be seen by unuthorized persons. Follow required procedures for sfegurding nd disposing of confidentil informtion, rther thn throwing it wy in n ordinry grbge cn. Do not discuss confidentil informtion in public plces where you could be overherd. Ech employee is required to sign n cknowledgement to our Confidentil Informtion Policy nd is required to sign n greement to protect nd not disclose our confidentil informtion. Your obligtions under this policy continue even fter you leve the Compny. Severl members of my fmily work in the rel estte industry. My fther works for Cushmn nd hs been there for 32 yers. My brothers nd I work for CBRE, nd my sister works for Jones Lng. How cn we void violting these policies during fmily gtherings such s Thnksgiving dinner? Although it is esy to slip into shop tlk, it is importnt for ll of you to refrin from discussing ny CBRE confidentil informtion, nd you should mke it cler you re not interested in our competitors' secrets nd tht your Stndrds of Business Conduct prevent you from using them. In ddition to breching your confidentility obligtions, you my be violting ntitrust lws tht bn discussions of mrketing nd pricing. It is truly gift to hve such close fmily. Enjoy it nd tlk bout something else. How cn I determine whether document is considered proprietry if it is not mrked tht wy? If you hve ny question whether informtion is considered proprietry, do not disclose it until you receive n nswer. Strt by sking the person who gve you the document if the informtion is proprietry. If you cn't sk him or her, tlk to your mnger or member of the Legl Deprtment. Our Confidentil Informtion Policy is locted on the Nvigtor. Confidentility/Non-Disclosure Policy & Procedure Mnul

29 CONDUCT RELATING TO COMPANY RESOURCES 23 Deling with Requests for Informtion Be especilly creful when deling with requests for informtion from third prties. Deling with the medi, finncil nlysts or ttorneys requires specil understnding of their needs nd our obligtions s public compny. Here re few guidelines: Refer ny medi clls or requests for interviews to your Corporte Communictions Deprtment. Refer questions from the finncil community (bnkers, stockbrokers, or nlysts) to the Investor Reltions Deprtment or the CFO. Refer ny questions bout lwsuits, subpoens, or legl clims to the Legl Deprtment. uestions bout current or former employees should be referred to the Humn Resources Deprtment. A newspper reporter recently clled me nd sked questions bout CBRE. I nswered the questions the best I could nd told my mnger bout our converstion the next morning. Is this oky? No. While you my hve hd the best intentions in ttempting to nswer the questions, you should not nswer clls from the press or nyone in the finncil community. These clls should be referred immeditely to the Corporte Communictions Deprtment. For further guidnce on this re, plese refer to: Communictions nd Fir Disclosure Policy Policy & Procedure Mnul Medi Reltions Policy & Procedure Mnul Insider Trding The insider trding lw pplies to ll of us, s well s vendors, clients nd consultnts who hve ccess to non-public informtion bout us. The lw lso pplies to spouses, children, nd everyone else who lives in your home. Violtion of these lws cn hve very serious repercussions to the individul (including lrge fines nd even jil time) nd potentilly cuse the Compny nd its stkeholders inestimble finncil dmge.