Ethics Issues

Ethical Issues Paper

Charles Roberts

Gen102

Frederick Lawrence, Instructor

Code of Business Conduct and Ethics

Introduction

The TSYS Code of Business Conduct and Ethics (the "Code") covers a wide range of business practices and procedures. While it does not cover every issue that may arise, this Code outlines basic principles to guide all employees and officers of the Company and its majority-owned subsidiaries ("team members"). In addition, all members of the Company's Board of Directors and members of the boards of directors of the Company's majority-owned subsidiaries, in regard to their Company duties, are responsible for conducting themselves in connection with the applicable provisions of this Code. Team members and directors must conduct themselves accordingly and seek to avoid even the appearance of improper conduct. The Code will be provided to all team members and directors and should also be provided to the Company's agents and representatives, including business partners, vendors and consultants.

If a local, state or national law conflicts with any policy in this Code, team members and directors must comply with the law; however, if a local custom or policy conflicts with this Code, team members and directors must comply with the Code. A team member who has questions about these conflicts should ask his or her supervisor how to handle the situation or call the Helpline.

Team members who violate the standards in this Code will be subject to disciplinary action.

If you are in a situation that you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 12.

1. Compliance with Laws, Rules and Regulations

Obeying the law, both in letter and in spirit, is the foundation on which this Company's ethical standards are built. All team members and directors must respect and obey the laws and all applicable rules and regulations of the cities, states and countries in which the Company operates. Although team members are not expected to know the details of each law, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel.

This Code of Business Conduct and Ethics and additional information is available to every team member online through the enterprise portal ( insite ) as well as made available to new team members during their orientation.

2. Conflicts of Interest

All team members and directors should avoid any action or interest that conflicts or gives the appearance of a conflict with the Company's interests. A "conflict of interest" exists when a person's private interest interferes in any way with the interests of the Company. A conflict situation can arise when a team member or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when a team member or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company.

It is almost always a conflict of interest for a Company team member to work simultaneously for a competitor, customer or supplier. Team members are not allowed to work for a competitor as a consultant or board member. Team members should avoid any direct or indirect business connection with the Company's customers, suppliers or competitors, except on behalf of the Company.

Conflicts of interest are prohibited as a matter of Company policy. Conflicts of interest may not always be clear-cut. Team members or directors who have questions about potential areas of conflict should consult their supervisor or the Company's General Counsel's Office, as appropriate.

For more information, please refer to the "Conflict and Your Job" section of the Team Member Guide.

If you are aware of a conflict or potential conflict, you should bring it to the attention of your supervisor, manager or other appropriate personnel or consult the procedures described in Section 12 of this Code.

3. Insider Trading

Team members and directors who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of the Company's business. All non-public information about the Company should be considered confidential information. To use non-public information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical but also illegal. The Company's Board of Directors has adopted an insider trading policy that should be reviewed by all team members and directors. Team members or directors who have questions regarding insider trading should consult the Company's General Counsel's Office.

For more information, please refer to the "Insider Trading" section of the Team Member Guide.

4. Corporate Opportunities

Team members and directors are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position. No team member or director may use corporate property, information, or position for improper personal gain, and no team member or director may compete with the Company directly or indirectly. Team members and directors have a responsibility to the Company to advance its legitimate interests when the opportunity to do so arises.

5. Competition and Fair Dealing

This Company seeks to outperform its competition fairly and honestly. The Company seeks competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each team member and director should endeavor to respect and deal fairly with the Company's customers, suppliers, competitors and their employees. No team member or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation