We serve many of our clients in important business transactions (e.g., mergers, acquisitions, divestitures, joint ventures) and it is essential we understand and address any potential conflict of interest when our clients are on both sides of the transaction.

A conflict of interest may exist when Hewitt has been asked to:

• Assist clients on the opposite sides of a transaction;
• Assist a client in a transaction where the other company(ies) involved is a current or past Hewitt client (regardless of whether the other company has asked for assistance from Hewitt in the transaction);
• Provide services to clients in pursuit of a common acquisition; or
• Generally provide services in which clients' interests are opposed (e.g., the acquisition of a key executive from a competitor).

It is Hewitt’s policy to take steps to mitigate and/or reduce conflicts of interest.

Processes and Guidelines

If Hewitt is asked to assist a client (existing or new) in a transaction, the following process must be followed:

Internal Process

Determine if the other company is/was a Hewitt client.

Check the HA Clients Database to determine if the other company involved in the transaction is also a Hewitt client.

Check the company's Web site to make every reasonable effort to find out if the other company is a subsidiary or affiliate of another company that is a client.

If the other company is/was a client, contact the Account Executive (AE). If you determine that the other company is a client, prior to the commencement of services for your client, you must contact the Account Executive (AE) for the company and make them aware of the potential conflict. Note: Due to the confidential nature of transactions, the AE may not be aware of the proposed transaction involving his/her own client company. Provide as little information as possible to protect client confidentiality.

If the other company IS NOT a client, contact the Corporate Transactions and Transformation (CTT) Team. Even if the other company is not a current client, check with the North American transactions leaders of the Hewitt Corporate Transactions and Transformation group (David Kompare or Elizabeth Fealy) to determine if Hewitt has been contacted by the other company or a competing bidder for assistance with the transaction in question. Note: Provide as little information as possible to protect client confidentiality.

IMPORTANT: If you merely learn of a transaction or potential transaction involving one of your clients in the marketplace, you should not contact your client regarding offering services related to the transaction without first following the process outlined above.

External Procedure/Client Disclosure

Clients on both sides of a conflict situation must be given notice of the potential conflict as soon as possible and we must obtain the client(s) consent prior to commencing services. Note: In a competitive bid situation, notice may need to be given to all parties, but the competitive bidders names must be kept confidential.

Notify the client and obtain consent.

Provide notice of the potential conflict to the acquiring and/or target company as soon as possible.

Inform the company of the Hewitt standard procedures as to not compromise confidential information of the target/opponent (see below).

Obtain client consent prior to commencing services.

Obtaining other client consent. Client consent needs to be received prior to commencing services with either party. Written consent must be secured by both clients to permit the use of sharing information, data, and/or work products between the teams at Hewitt.

Once consent is given to proceed as the representatives to two or more opposing parties, follow the procedures outlined below:

• Client team staffing: The identity of the members of each client team must be promptly made available to the lead consultant of the opposing client team. No member of a client team should have a history of providing services to the other client, absent specific client consent.
• Client team communication: Associates on opposing teams will not discuss the transaction or client sensitive material without client consent. Client team leads should meet at the start of the assignment to establish the logistics of the "fire wall" and to discuss the overall approach to the project.
• Client communication: Specific disclosure of how Hewitt plans to establish and police a "fire wall" between client teams representing the opposing parties should be disclosed to all opposed parties.

The following should be observed with regard to transaction information:

• Electronic Information. All electronic information that is transferred within Hewitt must be protected by passwords or otherwise protected so that only authorized associates have access to such information. Any electronic information transferred from Hewitt to others (including the client) must follow agreed upon Hewitt/client protocols.
• Paper Files. No paper files should be stored in areas readily accessible by anyone outside the client team. Whenever possible, locked file cabinets and desk drawers should be utilized and, as with all client-confidential material; no such material should be left unattended on associates' desks.
• Telephone Calls. Telephone calls regarding highly sensitive client matters should never be made in open plan areas. This is particularly true when working on a confidential client corporate event. Client Materials. No sharing of materials between the teams will be permitted unless expressly approved by both clients.
• Benchmarking/Market Information. In addition, Hewitt may get quoted by the two sides as having taken vastly different positions (e.g., the percent premium on CIC renegotiations). Hewitt should be extra cautious when citing market conventions where the impact will be felt by the other company.

IMPORTANT: Under no circumstances may an associate with a relative holding an officer position at a target/opponent company do work for either party in a transaction.