CODE OF CONDUCT AND ETHICS
Integrity and a high standard of ethics are fundamental to our beliefs and must be upheld by all associates, officers and directors. This Code of Conduct and Ethics (the "Code") embodies the commitment of HFF, Inc. and its subsidiaries (collectively, the "Firm") to conduct our business in accordance with all applicable laws, rules and regulations and the highest ethical standards. All associates and members of our Board of Directors are expected to adhere to those principles and procedures set forth in this Code that apply to them and to seek to avoid even the appearance of improper behavior. The Code should also be provided to and followed by the Firm’s agents and representatives, including consultants. In addition, any provisions within this Code are in addition to, and not in lieu of, any other obligations (including confidentiality obligations) to which any associate or director may be subject.
If a law conflicts with a policy in this Code, you must comply with the law. Any questions relating to how these policies are to be interpreted or applied should be addressed to an associate’s immediate supervisor or a Compliance Officer (as discussed below). Associates are directed to talk to supervisors or Compliance Officers about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation.
The Code should be read in conjunction with Our Mission Statement, which provides in part that, “We will hire and retain associates throughout the Firm who have the highest ethical standards with the best reputation in the industry. By doing this, we will preserve our culture of integrity, trust and respect which will promote and encourage teamwork, thus guaranteeing our clients will have the ‘best team on the field’ for each transaction. Simply stated, without the best people, we cannot be the best firm.” Our Mission and Vision Statement is attached to this Code.
Additional direction may be found in our Associate Handbook (the “Handbook”) and/or in other Firm policies that have been provided to all associates. The Handbook is incorporated by reference into this Code. If you have a question regarding a particular situation related to the Code, r Handbook or other Firm policy, discuss such questions with your immediate supervisor or a Compliance Officer.
For purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder, Section I of this Code shall be our code of ethics for Senior Financial Officers (as defined below).
Compliance; Reporting of Illegal or Unethical Behavior
Associates and directors are required to engage in honest and ethical conduct. They must also strive to identify and raise potential issues before they lead to problems, and must ask about the application of this Code whenever in doubt.
Any associate or director who becomes aware of any existing or potential violation of this Code must promptly notify, in the case of associates, an immediate supervisor, the Managing Director, Human Resources or the following officer of the Firm (the “Compliance Officer”) for direction:
Nancy O. Goodson
Chief Operating Officer
9 Greenway Plaza
Houston, TX 77046
Telephone: (713) 852-3526
Email address: firstname.lastname@example.org
In the case of both independent and inside directors, the Chief Executive Officer, President, Chief Financial Officer, principal accounting officer, principal controller and others performing similar functions, including members of the Executive Committee performing such functions (the “Senior Financial Officers”), any Senior Financial Officer confronted with any existing or potential violation of this Code must promptly contact the Chair of the Audit Committee as well as the Chair of the Nominating and Corporate Governance Committee. The Firm will hold all associates and directors accountable for adhering to the Code.
In addition, the Firm has established an EthicsPoint Hotline for every associate to communicate concerns, suggestions, misconduct or violations of this Code or other Firm policies. The EthicsPoint Hotline provides another avenue for associates to report any type of conduct that could threaten the Firm’s reputation for observing the highest ethical standards. Associates may submit a report using the following methods:
calling 888-264-0762 (toll free in the US and Canada); or
reporting on the web at www.ethicspoint.com.
Under either method, the report will remain anonymous, if possible.
Conflicts of Interest
The Firm expects each associate to conduct the Firm’s business affairs in the Firm’s best interest, with the highest level of integrity and in compliance with legal requirements. Associates have an obligation to conduct business within guidelines that prohibit actual and/or potential conflicts of interest. Thus, you are required to disclose any situation that may involve or give the appearance of involving a conflict between your own and the interests of the Firm or its clients. You are required to make prompt and full disclosure in writing of such situations to the Compliance Office, the Managing Director, Human Resources, the applicable office head or line of business head. The specific situation will be reviewed and, if deemed to represent a potential or actual conflict, will be brought to the attention of the Board of Directors or the appropriate committee of the Board of Directors for whatever action might be appropriate.
A “conflict of interest” occurs when an individual’s private interest interferes in any way – or even appears to interfere – with the interests of the Firm as a whole. A conflict situation can arise when an associate or director takes actions or has interests that may make it difficult to perform his or her Firm work objectively and effectively. Conflicts of interest also arise when an associate or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Firm. It is not possible to provide an all-inclusive list of situations that may give rise to a conflict of interest; however, the examples below provide a guide as to what might be a conflict of interest and thus require disclosure.
It is the Firm's policy that the information in its public communications, including SEC filings, be full, fair, accurate, timely and understandable. Accordingly, it is the responsibility of all associates and directors who are involved in the Firm's disclosure process, including the Senior Financial Officers, to act in furtherance of this policy and bring to the attention of the Board of Directors or the appropriate committee of the Board of Directors any material information of which he or she may be aware that affects public disclosures made by the Firm. Individuals included in the Firm’s disclosure processes are required to maintain familiarity with the disclosure requirements applicable to the Firm and are prohibited from knowingly misrepresenting, omitting, or causing others to misrepresent or omit, material facts about the Firm to others, whether within or outside the Firm, including the Firm's independent auditors. In addition, any associate or director who has a supervisory role in the Firm's disclosure process has an obligation to fulfill his or her responsibilities diligently.
Compliance with Laws, Rules and Regulations
Obeying the law, both in letter and spirit, is the foundation on which the Firm’s ethical standards are built. All associates must respect and obey the laws of the cities, states and countries in which we operate. It is the personal responsibility of each associate and director to adhere to the standards and restrictions imposed by those laws, rules and regulations. Although not all associates and directors are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors or a Compliance Officer.
It is a violation of the federal securities laws and against Firm policy for any Firm associate or director to buy or sell securities if he or she is in possession of material inside information. Information is material if it could affect a person’s decision whether to buy, sell or hold the securities. It is inside information if it has not been publicly disclosed. Information is considered to be publicly disclosed only when it has been released broadly to the marketplace (such as by a press release or an SEC filing) and the investing public has had time to absorb the information fully. Furthermore, it is illegal for any person in possession of material inside information to provide other people with such information or to recommend that they buy or sell the securities.
More detailed rules governing the trading of securities by the Firm's associates and directors are set forth in the Firm’s Insider Trading Policy. Any associate or director who is uncertain about the legal rules involving his or her purchase or sale of any Firm securities or any securities in issuers that he or she is familiar with by virtue of his or her work for the Firm must consult with a Compliance Officer before making any such purchase or sale.
If requested, the Firm will hold information and training sessions to promote compliance with laws, rules and regulations, including insider-trading laws.
Associates and directors owe a duty to the Firm to advance the Firm's legitimate business interests when the opportunity to do so arises. Associates and directors are prohibited from taking for themselves (or directing to a third party) a business opportunity that is discovered through the use of corporate property, information or position without the consent of the Board of Directors. Associates and directors are prohibited from using corporate property, information or position for improper personal gain and no associate may directly or indirectly compete with the Firm.
Sometimes the line between personal and Firm benefits is difficult to draw, and sometimes both personal and Firm benefits may be derived from certain activities. Associates and directors in such situations must take measures to assure that any use of Firm property or services that is not solely for the benefit of the Firm is approved beforehand through a Compliance Officer or the Board of Directors.
The protection of confidential information and trade secrets is vital to the interests and success of this organization. Associates and directors must maintain the confidentiality of information entrusted to them by the Firm and its customers, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information of the Firm, its affiliates, or third parties who entrust the Firm with information on a confidential basis that might be of use to competitors, or harmful to the Firm or its customers if disclosed. As an associate of the Firm, you may handle such information. Examples include: personal and financial information about the Firm, clients, and customers; business plans; customer lists; marketing strategies; research and development strategies; pending projects and proposals; proprietary processes; technological data, etc.
You are prohibited from disclosing confidential information or trade secrets in any form or media (written, spoken, electronic, etc.) or using any confidential information or trade secrets (other than in the performance of your duties for the Firm) without proper authorization from management. An associate or director who violates this policy will be subject to disciplinary action, up to and including termination, and possibly legal action, even if the associate does not directly benefit from the disclosure. Any question regarding the confidentiality of information or associate responsibilities in dealing with confidential information or trade secrets is to be directed to your immediate supervisor or a Compliance Officer. This Code is in addition to and not in lieu of any other confidentiality agreements, provisions or obligations currently in effect with respect to any associate or director.
We have a history of succeeding through honest business competition. We do not seek competitive advantages through illegal or unethical business practices but rather seek to outperform our competition fairly and honestly. Each employee and director should endeavor to deal fairly with the Firm's clients, service providers, suppliers, competitors and employees. No employee or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.
Equal Employment Opportunity
The Firm is an equal opportunity employer, which does not discriminate against applicants or associates based on race, color, religion, sex, sexual orientation, national origin, ancestry, citizenship, age, handicap or disability, genetic information, membership or service in the U.S. Armed forces, or any other characteristic protected by law. Our policy applies to all personnel transactions, and terms and conditions of employment, such as recruitment, hiring, placement, promotion, transfer, discipline, termination, layoff, training, education, tuition reimbursement, compensation, benefits, and participation in all Firm-sponsored programs. The Firm will make reasonable accommodations where required because of an individual’s disability or religion.
If you have any questions about this policy or wish to discuss any related problem or personal matter, please contact a Compliance Officer. In addition, you must follow the guidelines set forth in the Handbook, which is incorporated by reference herein. The Firm prohibits retaliation against any associate or director, who in good faith raises a question or problem, or exercises his or her rights under this policy.
Protection and Proper Use of Firm Assets
All associates and directors must preserve and protect the Firm's assets and ensure their efficient use. All Firm assets are to be used for legitimate business purposes only. Such assets also include, without limitation, office equipment, computer systems, internal proprietary databases, client contact lists, and any and all data on such systems, including passwords allowing access to the data on such systems.
The Firm has adopted a Computer and Electronic Communication Systems policy that governs the use of the electronic systems of the Firm, including but not limited to computers, computer networks, Internet services, e-mail, instant messaging, smartphones, mobile devices, and telephone systems (including voicemail), all other electronic communication systems, and the contents of all systems (“referred to as electronic systems”), as well as the Firm’s right to inspect/examine and monitor the use of these systems. This policy is contained in the Firm’s Handbook. All associates and directors are required to comply with this policy at all times. Without limiting the terms of the policy in the Handbook, the Firm prohibits the use of all electronic systems of the Firm to send discriminatory, obscene or harassing messages including messages targeted to any protected characteristic listed in the Equal Employment Opportunity Policy or in violation of the Firm’s Non-Harassment Policy. Further, associates and directors may not use the Firm’s electronic systems to violate the Firm’s policies, to commit any criminal act or to violate any federal, state or local law or regulation, or to otherwise infringe on the legal rights of others. Further, the equipment, services, and technology provided by the Firm to access the Internet remain at all times the property of the Firm. As such, the Firm reserves the right to monitor any computer traffic such as Internet, e-mail, and instant messaging and retrieve and read any data composed, sent, or received through our online connections and stored in the Firm’s computer systems. No user should have any expectation of privacy when using the Firm’s electronic systems or with respect to information transmitted or stored on the Firm’s electronic systems.
If you have any questions about this policy or wish to discuss any related problem or personal matter, please refer to the Handbook or contact a Compliance Officer.
The Firm has adopted a Social Media policy that establishes guidelines that associates must observe when participating in social networking sites and/or engaging in other forms of Internet use, regardless of whether the associates are on or off duty. This policy is contained in the Handbook and all associates and directors are required to comply with the policy. As stated in the policy, while the Firm respects associates' online social networking and personal Internet use, because associates' and directors’ online comments, postings of photos or other images, and/or other online activities could impact the Firm, violate its policies, or potentially subject the Firm or the associate or director to liability, the Firm requires that associates and directors observe certain rules when participating in social media sites and/or engaging in other forms of Internet use.
Without limiting the terms of the policy contained in the Handbook, associates and directors may not use social media sites to commit criminal acts or to make statements or post photos, videos or audio that reasonably could be viewed as malicious, obscene, threatening or intimidating, or that might constitute harassment or bullying, including statements targeted to specific recipients because of their race, color, sex, national origin, ancestry, citizenship, age, handicap or disability, religion, sexual orientation, genetic information, membership or service in the U.S. Armed Forces, or any other status protected by law or Firm policy. Associates and directors also must maintain the confidentiality of the Firm’s trade secrets and proprietary and confidential information, and respect financial disclosure and copyright and other intellectual property laws. Further, associates may not represent themselves as spokespersons for the Firm or as otherwise speaking on behalf of the Firm.
If you have any questions about this policy or wish to discuss any related problem or personal matter, please refer to the Handbook or contact a Compliance Officer.
Waivers of This Code
From time to time, the Firm may waive certain provisions of this Code. Any associate or director who believes that a waiver may be called for should discuss the matter with a Compliance Officer. Waivers for executive officers (including Senior Financial Officers) or directors of the Firm may be made only by the Board of Directors or a committee of the Board.
Discipline and Non-Retaliation
The Firm will take such disciplinary or preventive action as it deems appropriate to address any existing or potential violation of this Code, other Firm policies, or applicable laws or regulations brought to its attention. Discipline may include termination of employment, depending on the seriousness of the violation. Individuals may be personally liable for civil or criminal penalties if the law has been violated.
Two of our basic responsibilities to our associates are to create an environment where associates feel free to call attention to legal or policy violations and to investigate impartially the related concerns. The Firm will not retaliate against any associate for reporting suspected violations of laws, regulations or Firm policies in good faith. In addition, we will not tolerate retaliation against our associates for such reporting. Associates are expected to cooperate in internal investigations of misconduct.
MISSION AND STATEMENT
Our goal is to always put the client's interest ahead of the Firm and every individual within the Firm.
We will endeavor to strategically grow to achieve our objective of becoming the best and most dominant “one-stop” commercial real estate and capital markets intermediary offering the following:
Our goal is to hire and retain associates who have the highest ethical standards and the best reputations in the industry to preserve our culture of integrity, trust and respect and to promote and encourage teamwork to ensure our clients have the “best team on the field” for each transaction. Simply stated, without the best people, we cannot be the best Firm.
To ensure we achieve our goals and aspirations and provide outstanding results for our shareholders, we must maintain a flexible compensation and ownership package to appropriately recognize and reward our existing and future associates who profoundly contribute to our success through their value-added performance. The ability to reward extraordinary performance is essential in providing superior results for our clients while appropriately aligning our interests with our shareholders.