Code of Business Conduct and Ethics for Directors
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CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS
The Board of Directors (the “Board”) of S&P Global Inc. (the “Corporation”) has adopted this
Code of Business Conduct and Ethics for its Directors (the “Code”). The Corporation enjoys a
worldwide reputation for integrity, honesty and good faith in all its dealings. Maintaining the
Corporation’s reputation depends on maintaining the highest standards of ethical conduct in all
business endeavors. The Corporation’s Directors have a responsibility to lead by example, acting
with truth, sincerity and fairness in all decisions.
This Code is intended to focus the Board and each Director on areas of ethical risk, to provide
guidance to Directors to help them recognize and deal with ethical issues, to provide mechanisms
to report unethical conduct, and to help to foster a culture of honesty and accountability.
Each Director must comply with the letter and spirit of this Code. No code or policy can
anticipate every situation that may arise. 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 Chairman of the Board, the Chair of the Nominating and Corporate Governance
Committee and the General Counsel of the Corporation.
Directors who are employees of the Corporation are also subject to the Corporation’s Code of
Business Ethics (“COBE”), which includes separate requirements that are applicable to the
Corporation’s employees.
- CONFLICTS OF INTEREST
Directors must avoid any conflicts of interest with the Corporation. A conflict of interest
exists when a Director’s personal or business interests interfere in any way, or even appear
to interfere, with the interests of the Corporation. A conflict situation can arise when a
Director takes actions or has interests that may make it difficult to objectively and
efficiently perform his or her duties to the Corporation. Conflicts of interest also arise
when a Director, or a member of his or her family, receives improper personal benefits as a
result of his or her position with the Corporation. Loans by the Corporation to, or
guarantees by the Corporation of obligations of, any Director or their immediate family
members (as defined by Item 404 of the Securities Exchange Commission’s Regulation
S-K)1 are of special concern and expressly prohibited.
Directors have a duty to be free from the influence of any conflicting interest when they
participate in Board or Committee deliberations or voting. Any situation that could present
a conflict of interest or the appearance of a conflict of interest with the Corporation must
be disclosed promptly to the Chairman of the Board, the Chair of the Nominating and
Corporate Governance Committee and the General Counsel of the Corporation so that
appropriate action is taken, including recusal from deliberations, voting and chairing of
applicable portions of Board or Committee meetings when necessary. The Corporation also
maintains a separate Related Party Transactions Policy administered by the Nominating and
Corporate Governance Committee. Situations that require disclosure as a possible conflict of
interest under the Code may also require reporting under the Corporation’s Related Party
Transaction Policy.
Directors should also inform the Chairman of the Board and the Chair of the Nominating and
Corporate Governance Committee prior to accepting appointments to the board of directors or
the advisory board of any public or privately held company, so that such appointments may be
considered by the Board in accordance with the requirements of the Board’s Corporate
Governance Guidelines.
- CORPORATE OPPORTUNITIES
Directors owe a duty to the Corporation to advance the Corporation’s business interests when
the opportunity to do so arises. Directors are prohibited from: (a) taking for themselves
personally (or directing to third parties) a business opportunity that is discovered through
the use of Corporation property, Corporation information or their position as a Director;
(b) using Corporation property, Corporation information or their position as a Director for
personal gain; or (c) competing with the Corporation.
- CONFIDENTIALITY
In carrying out their responsibilities to the Corporation, Directors often learn
confidential or proprietary information about the Corporation or other parties who have
business dealings with the Corporation. Each Director, during his or her term as a Director,
and after leaving the Board, must maintain the confidentiality of all such information,
except when disclosure is authorized or legally mandated. If a Director is legally required
to disclose any of such information, he or she should provide the Chairman of the Board and
the Corporation’s General Counsel with prompt notice of such requirement.2
For purposes of this Code, confidential information includes all non-public information that
might be of use to the Corporation’s competitors, or harmful to the interests of the
Corporation or other parties who have business dealings with the Corporation, if disclosed.
- FAIR DEALING
In carrying out their responsibilities to the Corporation (including the establishment of
the Corporation’s policies and practices), Directors shall seek to deal fairly with the
Corporation’s customers, suppliers, competitors and employees, and shall avoid taking unfair
advantage of anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other unfair dealing practice.
- PROTECTION AND PROPER USE OF CORPORATION ASSETS
In carrying out their responsibilities to the Corporation (including the establishment of
the Corporation’s policies and practices), Directors shall protect the Corporation’s assets
(including, but not limited to, proprietary information, intellectual property and data) and
ensure the efficient use of such assets and that such assets are used for legitimate
business purposes.
- COMPLIANCE WITH LAWS, RULES AND REGULATIONS
It is the Corporation’s policy to comply with all laws, rules and regulations applicable to
the Corporation and the Board actively supports and promotes compliance with laws, rules and
regulations and ethical business behavior. In carrying out their responsibilities to the
Corporation, Directors shall comply with, and shall satisfy themselves that appropriate
policies and procedures are in place for compliance by employees, officers and other
Directors with, all laws, rules and regulations applicable to the Corporation, including
insider trading laws.
All transactions by Directors in the securities of the Corporation are subject to separate
written trading policies and procedures adopted by the Corporation and distributed to the
Directors. All such transactions must strictly comply with such policies and procedures,
including the requirement to provide advance notice to the Corporation, and to obtain
pre-clearance from the Corporation’s Corporate Secretary, prior to the execution of such
transactions.
- ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR
Directors should promote ethical behavior and should take steps to ensure that the
Corporation: (a) encourages employees to talk to supervisors, managers or 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 the COBE to
appropriate personnel or through use of the Employee Hotline; and (c) informs employees that
the Corporation will not allow retaliation for such reports made in good faith.
- COMPLIANCE STANDARDS AND PROCEDURES
Any suspected violations of this Code should be reported promptly to the Chairman of the
Board and the Chair of the Nominating and Corporate Governance Committee. Violations will be
investigated by the Board, or by persons designated by the Board, and appropriate
disciplinary action will be taken in the event of any violations.
- WAIVER OF THE CODE
The Board of Directors or the Nominating and Corporate Governance Committee may consider
granting a waiver of this Code only in extraordinary circumstances. A waiver will be granted
when a conflict of interest or other situation arises for which the Board or the Nominating
and Corporate Governance Committee determines that a waiver is necessary or appropriate.
Only the Board or the Nominating and Corporate Governance Committee may grant such a waiver,
and any such waiver must be promptly disclosed to the Corporation’s shareholders as required
by law or stock exchange regulation.
1 |
The “immediate family member” of a Director includes “any child,
stepchild, parent, stepparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law of such [Director], and any
person (other than a tenant or employee) sharing the household of such [Director].” |
2 |
The Corporation recognizes that certain disclosures of
confidential information to appropriate government and
regulatory authorities are protected by “whistleblower” and other laws. Nothing in this
Code is intended or should
be understood to prohibit or otherwise discourage such disclosures. |
June 25, 2019