Guide to Business Conduct 

Both Sodexo Live! and its employees must conduct themselves with honesty, integrity and in good faith. As an employee, you are required to comply fully with applicable laws, to deal fairly and honestly with the public and private sectors, and to seek guidance from the Corporate Human Resources Department or Legal Department when questions arise. You must be vigilant in ensuring compliance with applicable federal, state and local laws affecting employees, business relationships and corporate status. Employees must avoid situations involving, or which could involve, conflicts of interest, and must maintain the confidentiality of corporate records, data and other proprietary information. In addition to this Manual, Sodexo Live! has published a Guide to Business Conduct and the policies contained in the Guide must be followed. Every full-time salaried employee must review and acknowledge receipt of the Guide to Business Conduct. After employees receive the Guide to Business Conduct, General Managers and Department Heads are responsible for ensuring that all full-time salaried employees acknowledge receipt of the Guide to Business Conduct. Every manager must ensure that the policies contained in the Guide to Business Conduct are followed. 

Guide to Business Conduct

Electronic Systems Use 

Use of Sodexo Live! Technology

Sodexo Live! has established this policy to ensure that employees’ use of Sodexo Live!’s electronic communications systems (including e-mail, instant messages, facsimile transmissions, and the internet) (“Electronic Communication”) is consistent with Sodexo Live!’s business interests.  This policy applies to all employees and contractors having access to any of these systems.  The following rules must be observed when using Sodexo Live!’s Electronic Communication systems.

Business Use Only

Non-business use of Sodexo Live!’s Electronic Communication systems is prohibited.  Examples of prohibited non-business uses include, without limitation, solicitation for or communication on behalf or in support of commercial ventures, religious or political causes, or outside organizations, or any other non-job related solicitations or communications.  While minor exceptions are permitted from time to time, such as electronic communication to family, the system is provided for business purposes and should be used accordingly.

Privacy

Communication using Sodexo Live!’s Electronic Communication systems is the property of Sodexo Live! and users have no personal privacy or property rights in electronic communication received and sent.  All data, information, messages, and communications sent, received, or stored electronically on Sodexo Live!’s computer and Electronic Communication systems may be accessed by Sodexo Live! in the ordinary course of business at any time without notice to the employee or contractor.  There should be no expectation that the contents of any communication received or sent is confidential from Sodexo Live!’s Electronic Communication system.  Although e-mail may allow the use of passwords for security, confidentiality is not guaranteed.  All passwords are known to Sodexo Live! as the Electronic Communication systems may need to be accessed by Sodexo Live! in the absence of an employee or contractor.  Even when a communication is erased, it may still be possible for others to retrieve and read that electronic communication.

General Guidelines

Electronic communications (whether internal or external) that are offensive, defamatory, discriminatory or harassing in violation of Sodexo Live!’s EEO Policy or Non-Discrimination and Harassment Policy, or in any way reflect adversely on Sodexo Live!, are not permitted.  Examples of unacceptable content may include, but are not limited to, sexual comments or images, racial slurs, gender-specific comments, or any other comments or images that could reasonably offend someone on the basis of race, age, sex, religious or political beliefs, national origin, disability, sexual orientation, or any other characteristic protected by law.  Employees should exercise discretion and judgment with respect to frequency, distribution, and content of electronic communication.  The ease and informality of electronic communication may affect one’s judgment about what is proper.  As a general rule, one should apply the same standards of tone and content to electronic communication as to a letter or a memorandum.

Specific Prohibitions

Internet connection shall be limited to those sites applicable to Sodexo Live! business during normal business hours.  Accessing sites containing sexually explicit or pornographic material, illegal activities, or gambling is prohibited at any time.  Here are some examples of conduct that will get you in trouble and could result in discipline:

• Using Sodexo Live!’s time and resources for personal gain.
• Stealing, using, or disclosing someone else’s code or password without authorization.
• Copying, pirating, or downloading software and electronic files without permission.
• Violating copyright and/or trademark law and/or failing to observe licensing agreements.
• Engaging in unauthorized transactions that may incur a cost to Sodexo Live! or initiate unwanted Internet services and transmissions.
• Sending or posting messages or material that could damage Sodexo Live!’s image or reputation.
• Sending or posting messages through the Electronic Communication system that harass, intimidate, defame or slander other individuals, including co-workers.
• Attempting to break into the computer system of another organization or person
• Refusing to cooperate with a security investigation.
• Using encryption devices and software that have not been expressly authorized by Sodexo Live!.
• Opening e-mail messages from unknown or unidentified external sources.
• Sending or posting chain letters, solicitations, communications, or advertisements not related to business purposes or activities.
• Jeopardizing the security of Sodexo Live!’s electronic communications systems.
• Passing off personal views as representing those of Sodexo Live!.
• Sending anonymous e-mail messages.
• Engaging in any other illegal activities.

Sodexo Live! has the capability, and reserves the right (without further notice), to monitor the use of its Electronic Communication systems, including e-mail and Internet access, to ensure compliance with this policy.

Passwords

Don’t share your logons and passwords with others, but especially don’t give them to anyone outside Sodexo Live!.  You are responsible for all activity that is performed under your logons and passwords.

Cell Phone Usage

Sodexo Live! provides cellular telephones to some employees as a business tool.  They are provided to assist employees in communicating with management and other employees, their clients, associates, and others with whom they may conduct business.  When using your cell phone outside the building, please take measures to keep confidential phone calls confidential.  Cell phone use is intended for business-related calls and excessive personal calls are not permitted.  Cell phone invoices may be regularly monitored.  Cell phones equipped with cameras or other photo or video recording equipment may not be used for improper purposes, including acts which invade the privacy of others.

Camera/Video

Photo and video recording equipment may not be used on Sodexo Live! premises or at Sodexo Live! events unless such use is within the scope of the employee’s employment or is otherwise approved by Sodexo Live! in writing.

Confidential Information

Our policy regarding the privacy of confidential proprietary information about Sodexo Live!, its products, processes, pricing, costs and customers also applies with regard to electronically stored data and electronic communications.  You are reminded that you may not access or retrieve any confidential electronically stored information unless it is part of your job responsibilities or you are specifically authorized by your supervisor or by an officer of Sodexo Live! to do so.  For security reasons, no confidential information about Sodexo Live!, its products, processes, pricing, costs, or customers may be sent outside of Sodexo Live! unless it is necessary in connection with an employee’s assigned responsibilities.

Software Usage

Sodexo Live! provides our employees and contractors with software that will enable you to carry out your job duties effectively.  Sodexo Live! requires that you use the software provided.  Any duplication of licensed software, except for backup and archival purposes, is prohibited unless express advance written approval to make a copy is provided by the Corporate Legal Department in accordance with Sodexo Live!’s licensing agreements.  Any person who illegally reproduces software is subject to civil and criminal penalties including fines and imprisonment. You are not allowed to give copies of software to any outsiders including customers or others.  If you believe there may be a misuse of software within the organization you are required to immediately notify the Corporate Legal Department or the manager of the department of human resources.

Social Media and Networking 

Background

Online Communication is currently defined as all forms of web-based commercial activities, communication and expression, such as blogs, micro blogs, link blogs, wikis, bookmark site, photo or video sharing sites, forums, mailing lists, discussion groups, chat rooms, and social network sites, including but not limited to YouTube, Facebook, Twitter, Instagram, Snapchat, and LinkedIn. While Online Communications can be an effective tool for sharing ideas and exchanging information, such communications must comply with Sodexo Live!’s need to maintain its brand identity, integrity, and reputation while minimizing actual or potential legal risks. The following procedures, therefore, must be followed concerning Sodexo Live! staff usage of Online Communication.

Scope

Sodexo Live! employees and contractors must follow this policy in all types of Online Communications using Sodexo Live! computers, mobile devices, or other technology, and using non-Sodexo Live! technology when linked to Sodexo Live! systems; as well as in other contexts where the employee’s or contractor’s association with Sodexo Live! is disclosed or where subject matter addressed is related to Sodexo Live! or its services except as permitted by law.  Nevertheless, even when engaged in social networking on non-Sodexo Live! technology that is unrelated to Sodexo Live! or the employees or contractors work with Sodexo Live!, employees and contractors should bear in mind the issues addressed by this policy.

Responsibility

Regardless of what people tell you, anything you post is accessible to anyone with a browser.  Despite some sites having a restricted content feature, the security levels guarding the included content are not to be relied upon with confidence.  You should be careful that your Online Communications do not adversely impact or create problems for Sodexo Live!, its employees, or its clients.  You are personally responsible for all content you post online.  Remember that it is difficult to delete content and impossible to remove all artifacts of its existence even when deleted once it is posted to a site, so be cautious when writing any posting.  If you have a question about the propriety of any posting, you should consult the Corporate Legal Department.

Use of Sodexo Live! Name and Material

Sodexo Live! uses Online Communications as a means to conduct business. As a result, you are prohibited from discussing Sodexo Live!-related matters in Online Communications without prior written approval from Sodexo Live! except as permitted by law. When directed to do so, you must identify yourself as a Sodexo Live! employee.  You should not hold yourself out as a representative of Sodexo Live! or that you are expressing the views of Sodexo Live!, unless you are authorized in writing to do so.

You are specifically prohibited from:

• Unless directed by Sodexo Live! in writing, promoting, advertising or selling Sodexo Live! products, programs or services using Online Communications.
• Recruiting your friends or family to promote Sodexo Live! or any of its services.
• Discussing Sodexo Live!-related matters in Online Communications without prior written approval from Sodexo Live! except as permitted by law. (For example, do not discuss meetings you have attended or plan to attend, interviews you have conducted or other such events).
• Making use of Sodexo Live!’s name, logos or trademarks or the name, logo, or trademarks of any affiliate, contracting party, supplier, or vendor in any Online Communications.
• Including Sodexo Live!-owned documents whether or not bearing Sodexo Live!’s name, trademark, or logo in Online Communications.
• Posting photographs of organization events, affiliates, or vendors, or any other entity doing business with Sodexo Live!.
• Unless directed by Sodexo Live!, issuing a link request, requesting recommendations or issuing friend request to Sodexo Live! affiliates. (Employees may accept such requests from an affiliate, vendor or corporate partner but employees cannot accept any fees, commissions or other compensation for this activity. Managers should not issue friend requests to subordinates although managers can accept requests from subordinates.)
• Disclosing proprietary, non-public Sodexo Live! information. (Examples of information include but are not limited to trade secrets, affiliate information, employees’ personal information, strategic business plans, competitor intelligence, financial information, and business contacts).

As stated in this Electronic Communications Policy, Sodexo Live! assets are not for personal usage. Unless directed by Sodexo Live! in writing, you are prohibited from using Online Communications sites during work hours. Also, you are not permitted to use Sodexo Live! computer equipment and telephones for Online Communications.

Third-party Rights

Respect the rights of others.  Do not post or transmit any material or information about another individual or entity.  You are specifically prohibited from:

• Divulging any confidential or proprietary information of any other person or company in any Online Communications platform.
• Posting any photographs of other individuals unless you have obtained the individual’s prior written consent to post the photograph.
• Uploading, displaying, copying or distributing content that was not created by you or that was copied from another source unless you have the prior written consent of the author and owner of the material.
• Using Online Communications to defame, harass, bully, or intimidate. Behaviors that constitute harassment and bullying include, but are not limited to, comments that are derogatory with respect to race, religion, gender, sexual orientation, color, or disability; sexually suggestive, humiliating, or demeaning comments; and threats to physically injure another employee or affiliate.
• Posting personal information about another individual.
• Posting any pornographic, obscene, of profane material.
• Sending or posting messages that disparage another organization’s products or services.

Sodexo Live! may request at any time that you cease any Online Communications concerning Sodexo Live! in a public or private online forum as permitted by law. Sodexo Live! may request access to any private forums.

Social Networking Site Terms of Use

Anyone participating in a social network for any reason is responsible for reading, understanding, and complying with the site’s terms of use.  Any concerns about the terms of use for a site should be discussed with the Corporate Legal Department.  You should monitor your online profile to ensure material posted by others does not violate this policy. Any such material should be deleted.

Procedure

If you discover Sodexo Live!-related comments in Online Communications sites and you believe these comments should be addressed, contact Bob Pascal, 203-975-5900.   Before responding to an inaccurate, accusatory, or negative comment about Sodexo Live!, its employees, or its clients, inquiries from journalists on issues related to Sodexo Live!, its employees, or its clients, please contact Bob Pascal, 203-975-5900.  If there is inquiry generated by an outside party regarding Sodexo Live! or its business, please direct them to Bob Pascal so their query can be handled properly.

Consequences of Violations/Disclaimers/Questions

Violation of this policy may result in disciplinary action, up to and including termination.  However, this policy is not intended to violate or impair any rights under the National Labor Relations Act.  This policy does not prohibit and employees will not be subject to discipline for lawful off-duty discussions or activities involving employees’ terms and conditions of employment, including wages, hours and working conditions, or matters relating to union activity.  Any questions or issues associated with this policy should be directed to the Corporate Legal Department, 203-975-5900.

Electronic Communication and Social Media Policy

Confidential Information 

Definition

Confidential information is any and all information disclosed to you or known by you as a consequence of your employment with Sodexo Live!, and that is not generally known to people outside Sodexo Live!, about its business, including marketing and sales strategies and plans, financial information, operations, employees, methods, processes, compositions, machines, computer software programs, research projects, customers, customer accounts, customer information, customer reports and customer finances, product information and reports, suppliers, accounts, billing methods, pricing data, sources of supply, business methods, production or merchandising systems or plans, personnel information, any and all information entrusted to the Company in confidence by third parties, and any and all information defined as “trade secrets” under federal or state law.

Disclosure of Confidential Information

All employees and contractors of Sodexo Live! must maintain the confidentiality of confidential information, and may not use confidential information for their own benefit or disclose such information to others, except as directed by management. Care must be taken to avoid inadvertent as well as intentional disclosure of confidential information. An employee who improperly uses or discloses trade secrets or other confidential information will be subject to disciplinary action, up to and including termination of employment, and may be subject to legal action.

Confidentiality Agreement

Certain employees may be required to sign a confidentiality agreement as a condition of employment; however, all employees, whether or not they have signed a confidentiality agreement, are bound as a condition of employment, to keep the Company’s confidential information confidential.

Questions

Any questions concerning the disclosure of the Company’s confidential information should be directed to the Corporate Human Resources Department or to the Legal Department.

Non-Solicitation and Non-Distribution 

This policy applies to all employees unless otherwise dictated by an applicable collective bargaining agreement.

Prohibited Activities

All Employees are prohibited from:

• Soliciting on Company property during working time, that is, the time an employee is expected to be performing job duties (excluding meal periods or breaks);
• Distributing literature on Company property in working areas; and
• Distributing literature on Company property in non-working areas during working time.

Unauthorized Solicitation/Distribution

If an employee engages in unauthorized solicitation and distribution of materials, you must consult the Legal Department or the Corporate Human Resources Department before approaching or speaking to the employee, or before taking any steps to respond to, discipline or terminate an employee.

Non-employees

Non-employees are prohibited at all times from soliciting and/or distributing literature on Company property.

Absenteeism and Tardiness

All employees must report to work in a timely manner. Regular attendance and punctuality are integral elements of job performance.

Tardiness

Unless approved by you, your employees who arrive at work more than seven minutes past the scheduled start time are tardy.

To receive approval to arrive late, an employee must call or notify you as soon as he or she becomes aware of the need or at least two hours before his or her scheduled start time. You may, in your discretion, grant or deny the request.

If an employee is repeatedly or excessively tardy, the employee may be terminated or disciplined in the Company’s discretion.

Absenteeism

An employee who does not request a leave day or notify you of illness and does not show up for work is absent without excuse (no call, no show).

In order to request a leave day, all employees should call or notify you as soon as they become aware of the need for the day off and must submit a request at least two hours before the employees’ scheduled starting time.

Depending on the needs of the Company, you may deny advance requests for a leave day.

Any employee who is absent two or more consecutive work days due to a personal illness or injury must provide a doctor’s note indicating that he or she is able to resume work.

An employee who is absent for three consecutive workdays and fails to notify the Company before and on each day of absence of the reason(s) for the absence, will be presumed to have resigned employment and will be terminated, subject to applicable law.

Unexcused absences or excessive accumulated absences, paid or unpaid, even when justified, may be cause for disciplinary action, up to and including termination.

NOTE: Managers should request direction from the Corporate Human Resources Department regarding the impact of state law requirements on the consequences of failure to appear for work with no notice and the timing of notification of termination and final payment of wages.

Grooming Standards 

Businesslike Appearance

All employees must maintain an appropriate, businesslike appearance, as determined by standards of the work area. Additionally, state and/or local departments of health require compliance with various regulations for many positions, particularly those which involve the handling of food.

Grooming

Cleanliness is an essential part of providing high quality food, beverage and service to our customers. In most instances, an employee’s hairstyle is discretionary while working as long as it remains well groomed, neat and appropriate. Employees may be required to wear a hair restraint depending on their position and hair style. Sideburns, mustaches and beards must be clean and neatly trimmed. Due to sanitary regulations, fingernail polish is discouraged and should not be worn if the employee handles or prepares food. If the employee does not prepare food, fingernail polish should be moderate. Makeup should be appropriate for the work setting and time of day.

Dress

All employees must dress appropriately for their job and must wear the provided uniform, if any. Alterations to a uniform are permitted only if prior approval has been obtained from a manager and the alteration is necessary for better fit. All apparel must be neat, clean, unwrinkled and mended. Name tags should be worn if provided. Shoes should conform to the approved safety standards and present a businesslike appearance. In most instances, tennis shoes and sandals are unsafe and are not permitted without management approval. Federal law requires that safety shoes be worn in certain areas or locations of operation. Managers will inform employees who are affected by this requirement. Other than those that are part of the uniform and must be worn while on duty, hats or caps are not permitted. Jewelry may be worn in moderation (but is at the discretion of the unit supervisor and based on business need). No jewelry of any type may be affixed to the uniform. Rings, studs (and the like) worn in the nose, lip, eye (or other conspicuous body parts) must be removed before “clocking in” for work. Tattoos must be hidden. Long, dangling or gaudy earrings or gaudy bracelets are not permitted. Sunglasses are for outside, daytime use only.

Questions

Questions about the dress code and grooming standards should be directed to your Vice President or Regional Vice President or the Corporate Human Resources Department.

Use of Consultants and Retainers 

Sodexo Live! uses outside consultants on an as-needed, Corporate-approved basis only. No contract with an outside consultant or contractor may be executed without Corporate and Legal Department approval.

Any contract not approved as provided below is not authorized for execution on behalf of Sodexo Live!. It is the responsibility of each General Manager to see to it that his or her business unit complies with this policy.

Legal Review and Approval

All agreements, unless from the Corporate forms book with no substantive changes, including requests for proposals, letters of intent and modifications, extensions or other amendments to existing agreements, must be submitted to the Legal Department for review and approval prior to execution. A copy of each executed agreement should be sent promptly to the Legal Department for its files (no later than two weeks following execution).

Business Review and Approval

Any new, extended or renewed contract requiring Sodexo Live! to provide services and any franchise agreement must be approved by the Chief Executive Officer before it is executed. The following contracts and business arrangements must be approved by an officer of Sodexo Live! (Chief Executive Officer, Chief Financial Officer or General Counsel) before it is executed:

• Contracts requiring a performance bond, bid bond or letter of credit;
• Subcontracts with a term of performance longer than thirty days;
• Leases of real property;
• Contracts to sell equipment or other assets of Sodexo Live!;
• Contracts calling for Sodexo Live! or the other party to perform over a period greater than thirty days and having a value of over $5,000; and
• Arrangements for Sodexo Live! to provide services which are not the subject of a written agreement.

All other contracts must be approved by the Senior Vice President or Vice President in charge of the applicable business unit before it is executed; provided, however, that union contracts should not be negotiated, entered into or amended without coordination with, and approval by, the Corporate Human Resources Department. For purposes of the above, the “value” of a contract is (a) in the case of a purchase contract, the aggregate amount of charges Sodexo Live! must pay over the duration of the contract or (b) in the case of a sales contract, the aggregate amount the other party to the contract must pay (or amount Sodexo Live! is entitled to collect) over the duration of the contract. If a contract is a hybrid, both amounts should be calculated and the higher amount used to determine the level of approval required.

General Manager Responsible for Compliance

Each General Manager must monitor and maintain compliance with the terms of each contract, including union agreements, entered into by his or her business unit.

Employment Activities Outside of Sodexo Live! 

Prior Approval of Outside Employment

Employees may not engage in outside employment or activities that would conflict with the Company’s interests or that would reduce the efficiency of the employee in performing his or her duties and responsibilities at the Company. All outside employment must be approved by the employee’s immediate supervisor and the Corporate Human Resources Department.

Prior Approval of Paid Directorships, etc.

Employees may not serve as paid officers, directors, or advisors for another company without the prior approval by the employee’s immediate supervisor and the Corporate Human Resources Department.

Prior Approval of Outside Employment While on Leave

All employees are prohibited from engaging in unauthorized outside or supplemental employment or “moonlighting,” while on any type of paid or unpaid leave of absence, including a leave pursuant to the Family and Medical Leave Act.

Problem Resolution 

This policy does not apply to those covered by a collective bargaining agreement.

From time-to-time, problems or difficulties may arise. At Sodexo Live!, we believe that problems are best solved through open communication, cooperation and a willingness to listen. All employees are encouraged to bring their concerns to the attention of management immediately so issues can be addressed and resolved promptly. An employee should raise an issue or problem first with you; however, if an employee believes that raising issues with you will not be effective, the employee may seek assistance through the Corporate Human Resources Department or the Network, Inc. Hotline at 800-241-5689. An employee may use this problem solving process without fear of reprisal.

Sodexo Live!’s problem resolution procedure does not, in any way, prevent or limit Sodexo Live!’s right to terminate an employee or take disciplinary action against any employee.

Rules of Conduct and Discipline 

This policy applies to all employees unless otherwise dictated by an applicable collective bargaining agreement.

Examples of Employee Misconduct

• Violation of any Company rule, regulation, policy or directive, or any action detrimental to the Company’s business may warrant disciplinary action, up to and including, termination. Examples of such conduct include:
• Excessive absences or tardiness.
• Use of obscene, abusive, or threatening language.
• Violating safety regulations.
• Theft or unauthorized use of and/or removal from the work station and/or premises (without proper authorization) of food, Company or client property, or the property of another employee or customer.
• Possessing, consuming, or being under the influence of alcoholic beverages or controlled substances on Company time or premises, or conduct in violation of the Company’s Drug-Free Workplace Policy.
• Fighting or similar disorderly conduct during working hours or on Company premises. Insubordination or refusal to perform reasonable job assignments or job requests of management after being asked to do so.
• Conviction of a felony or a serious misdemeanor, or engaging in criminal conduct or acts of violence, including threats of violence.
• Unwelcome or inappropriate sexual advances or any other type(s) of harassment, discrimination or retaliation against another employee, in violation of Sodexo Live!’s Harassment Policy, Guide to Business Conduct, or other policies.
• Recording time for another employee or clocking-in another employee’s time card, or working off of the clock.

Forms of Discipline

The Company may elect, in its sole discretion, to utilize any of the following steps in the administration of disciplinary action, in the order and sequence it deems appropriate:

• Verbal warning;
• Written warning; and
• Dismissal.

Sodexo Live! reserves the right to terminate any employee for any offense, without use of any prior discipline, after considering the nature, severity and facts of the offense, along with the work history of the employee.

Documentation of Violations

Regardless of whether any disciplinary action is taken against an employee, the General Manager or direct supervisor should document any violations of any Company rule, regulation, policy or directive for the employee’s personnel file. The form of Counseling Notice may be used for this purpose. General Managers or direct supervisors should contact the Corporate Human Resources Department with any questions regarding employee conduct.

Employee Counseling Notice