The Board of Directors of Equifax Inc. has adopted the following Code of Conduct and Ethics for directors of Equifax. This Code is intended to summarize the Board's and each director's fiduciary duties to Equifax, focus the Board and each director on areas of ethical risk, provide guidance to directors to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and help foster a culture of honesty and accountability.
No code or policy can anticipate every situation that may arise. Accordingly, this Code is intended to serve as a source of guiding principles for directors. Directors are encouraged to bring questions about particular circumstances that may implicate one or more of the provisions of this Code to the attention of the Chair of the Audit Committee, who may consult with inside or outside legal counsel as appropriate.
Directors who also serve as officers of Equifax should read this Code in conjunction with Equifax's Business Ethics and Compliance Program applicable to employees generally, including the Company's ethics and compliance manual, "Leading With Integrity."
1. Standard of Conduct
In discharging his or her duty to direct the management of the business and affairs of Equifax, a director shall at all times act in a manner he or she believes in good faith to be in the best interests of Equifax, and exercise the care an ordinarily prudent person in a like position would exercise under similar circumstances.
The Board represents the interests of shareholders, as owners of Equifax, in optimizing value by overseeing management performance on the shareholders' behalf. The Board's responsibilities in performing this oversight function include a duty of care and a duty of loyalty.
A director's duty of care refers to the responsibility to exercise appropriate diligence in overseeing the management of Equifax, making decisions and taking other actions. In meeting the duty of care, directors are expected to:
- Attend and participate in board and committee meetings. Personal participation is required.
- Remain properly informed about Equifax's business and affairs. Directors should devote appropriate time to reviewing periodic updates provided by management, as well as studying board materials prior to each meeting.
- Rely on others. Absent knowledge that makes reliance unwarranted, directors may rely on board committees, management, employees, and professional advisors.
- Make inquiries. Directors should make inquiries about potential problems that come to their attention and follow up until they are reasonably satisfied that management is addressing them appropriately.
A director's duty of loyalty refers to the responsibility to act in good faith and in Equifax's best interests, not the interests of the director, a family member or an organization with which the director is affiliated. Directors shall not use their positions for personal gain. The duty of loyalty may be relevant in cases of conflict of interest (section 2 below), and corporate opportunities (section 3 below).
2. Conflicts of Interest
Directors must avoid any conflicts of interest between the director and Equifax. Any situation that involves, or may reasonably be expected to involve, a conflict of interest with Equifax, should be disclosed promptly to the Chair of the Audit Committee.
A "conflict of interest" can occur when a director's private interest interferes in any way - or even appears to interfere - with the interests of Equifax as a whole. Conflicts of interest can also arise when a director, or his or her immediate family member, takes action or has interests that may make it difficult to serve as a director of Equifax objectively and effectively or receives improper personal benefits as a result of his or her position as a director of Equifax. For the purposes of this Code, "immediate family member" means a person's spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares such person's home.
Conflicts of interest may arise indirectly - for instance, when a director is an executive officer, major shareholder or otherwise has a material interest in another company or organization doing business with Equifax.
3. Corporate Opportunities
Directors are prohibited from: (a) taking for themselves personally opportunities that are discovered through the use of corporate property, information or position; (b) using Equifax's property, information, or position for personal gain; or (c) competing with Equifax, provided, however, if Equifax's disinterested directors determine that Equifax will not pursue an opportunity that relates to Equifax's business, a director may do so. Directors owe a duty to Equifax to advance its legitimate interests when the opportunity to do so arises.
Directors shall maintain the confidentiality of information entrusted to them by Equifax or its customers, and any other confidential information about Equifax that comes to them, from whatever source and in whatever form or medium, in their capacity as a director, except when disclosure is authorized or legally mandated. For purposes of this Code, "confidential information" includes all non-public information relating to Equifax that might be of use to competitors, or harmful to Equifax or its customers, if disclosed.
5. Fair Dealing
Each director should endeavor to deal fairly with Equifax's customers, suppliers, competitors and employees. No director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or other sharp practices.
6. Protection and Proper Use of Equifax Assets
Directors must protect Equifax's assets and ensure their efficient use. Directors must not use company time, employees, or other assets for personal benefit without prior authorization from the Presiding Director or as part of a compensation or expense reimbursement program available to all directors.
7. Compliance with laws, rules and regulations
Directors shall comply with applicable laws, rules and regulations in their service to Equifax, including without limitation, the applicable provisions of state and federal securities laws. Transactions in Equifax securities are governed by Equifax's securities trading policy. Directors are at all times prohibited from trading in Equifax securities while they are aware of material, nonpublic information concerning Equifax.
8. Encouraging the reporting of any illegal or unethical behavior
Directors should promote ethical behavior and take steps to ensure Equifax: (a) encourages employees to talk to supervisors, managers and other appropriate personnel when in doubt about the best course of action in a particular situation; (b) encourages employees to report violations of laws, rules, regulations or Equifax's Business Ethics and Compliance Program, including the compliance manual, "Leading With Integrity," to appropriate personnel; and (c) informs employees that Equifax will not allow retaliation for reports made in good faith.
9. Waivers; Compliance Procedures
Any waiver of any provision of this Code may only be made by the Audit Committee after due deliberation and a determination by such committee that appropriate controls to protect Equifax are in place. Directors shall communicate any suspected violations of this Code promptly to the Chair of the Audit Committee. Violations will be investigated by the Board or by a person or persons designated by the Board and appropriate action will be taken in the event of any violations of the Code.