Verra Mobility Corporation (“Verra Mobility” or the “Company”) is committed to improving the quality of life of everyone–from our colleagues, to our customers, to the communities where we live and work. Our reputation for integrity and excellence demands a diligent observance of the spirit and letter of all applicable laws and regulations, as well as a scrupulous regard for the highest standards of conduct and personal integrity. Accordingly, this Code of Business Ethics and Conduct (“Code”) sets forth the ethical and fiduciary principles and related compliance requirements under which the Company must operate.
Verra Mobility complies with all applicable laws and regulations, and we strive to cultivate a culture where its directors, officers, employees, agents, contractors, and consultants not only conduct business in accordance with the letter and spirit of all relevant laws and regulations, but also seek to exceed such standards. It is the responsibility of every officer, director, and employee (each, an “Employee”), as well as agent, contractor and consultant of Verra Mobility to fulfill the Company’s commitment to ethical conduct and compliance with laws and regulations.
The Verra Mobility Code of Business Ethics and Conduct is crucial to ensuring that our Employees—as well as our customers and the public at large—are aware of the standards we have set for ourselves. All Employees, agents, contractors, and consultants are personally responsible for compliance with the Code, and failure to comply with its provisions is grounds for disciplinary action or assignment/contract termination.1
The Compliance and Ethics Committee (the “Compliance Committee”) is responsible for Enforcement of the Code (including implementation, training, investigations, and remedial measures) and the implementation of a Compliance Program. The Compliance Committee shall consist of the Chief Financial Officer, the General Counsel, and the Chief People Officer, who shall operate according to the Compliance & Ethics Committee Charter.
1. Standards of Integrity
2. Protecting Verra Mobility’s Assets and Reputation
3. Maintaining Integrity and Fairness in the Marketplace
Verra Mobility’s integrity in the marketplace is a key component of our reputation for trustworthiness and service.
4. Maintaining an Inclusive, Fair and Healthy Work Environment
Verra Mobility is dedicated to maintaining a safe and healthy environment. All Employees are required to follow all applicable safety precautions at all times and must immediately report any unsafe condition to the appropriate manager. Violence and threatening behavior are not permitted.
Everyone is expected to obey safety rules and to exercise caution in all work activities. Employees must comply with all occupational safety and health standards and regulations established by the Occupational Safety and Health Act and state and local regulations, and they must immediately report any unsafe condition to the appropriate manager/point of contact and/or Human Resources.
Anyone who violates safety standards, causes hazardous or dangerous situations, or fails to report or, where appropriate, remedy such situations, may be subject to disciplinary action or assignment/contract termination.
5. Promote Substance Over Form
At times, we are all faced with decisions we would rather not have to make and issues we would prefer to avoid. Sometimes, we hope that if we avoid confronting a problem, it will simply go away. At Verra Mobility, we must have the courage to tackle the tough decisions and make difficult choices; secure in the knowledge that Verra Mobility is committed to doing the right thing. At times, this will mean doing more than simply what the law requires. Merely because we can pursue a course of action does not mean we should.
Although Verra Mobility’s guiding principles cannot address every issue or provide answers to every dilemma, they can define the spirit in which we intend to do business and should guide us in our daily conduct. Each of us is responsible for knowing and adhering to the values and standards set forth in this Code and for raising questions if we are uncertain about Company policy.
If you are concerned whether the standards are being met or are aware of violations of the Code, you must contact your manager or Human Resources. Verra Mobility takes seriously the standards set forth in the Code, and violations will result in disciplinary action up to and including termination of employment or assignment/contract termination.
In addition to this Code, you should refer to the following Company policies and procedures, as appropriate, as an additional resource in resolving conduct, ethical and governance issues: the Company’s Employee Handbook; Disclosure and Regulation FD Policy; Insider Trading Policy; Policy for Reporting Violations and Complaints; and Corporate Governance Guidelines.
6.Do the Right Thing
Several key questions can help identify situations that may be unethical, inappropriate or illegal.
- Is it Legal?
- Does this comply with Verra Mobility Policy?
- Does this reflect Verra Mobility Core Values?
- Would you feel concerned to see this broadcast to the general public?
- Could this negatively affect Verra Mobility if all Employees did it?
Verra Mobility reserves the rights to amend or alter this Code at any time and for any reason. If you have any questions regarding any matter discussed in this Code, please contact Human Resources or a member of the Compliance Committee.
7.Requests for Waivers and Changes in the Code
A waiver of a provision of this Code may be requested whenever there is a reasonable likelihood that a contemplated action will violate the Code. Any waiver may be made only by the Company’s Board of Directors or Audit Committee, and any substantive waiver or amendment (including an implicit waiver) that constitutes a material departure from a provision of this Code shall be publicly disclosed within four business days of such action (a) on the Company’s website for a period of not less than 12 months or (b) in a Form 8-K filed with the SEC, to the extent required by applicable rules and regulations of the SEC.
Nothing in this Code shall interfere with or limit in any way the right of the Company to terminate any person’s employment with the Company, or modify or change the “at will” employment relationship of any person’s employment with the Company. The policies contained in this Code are not intended to create any contractual rights, express or implied, with respect to employment, or termination thereof, and shall not be construed to create any type of right to a “fair procedure” prior to termination or other disciplinary action.