06-D Waters-Oldani Executive Recruitment

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~I~S IMC USA Code of Ethics All IMC USA members pledge in writing to abide by the Institute's Code of Ethics. Their adherence to the Code signifies voluntary assumption of self-discipline above and beyond the requirements of law. Key provisions of the Code specify: Clients o Members will serve their clients with integrity, competence, and objectivity, using a professional approach at all times, and placing the best interests ofthe client above all others. o Members will establish realistic expectations of the benefits and results of their services. o Members will treat all client information that is not public knowledge as confidential, will prevent it from access by unauthorized people, and will not take advantage of proprietary or privileged information, either for use by them, their firm or another client, without the client's permission. o Members will avoid conflicts of interest, or the appearance of such, and will disclose to a client any circumstances or interests that might influence their judgment and objectivity. o Members will refrain from inviting an employee of an active or inactive client to consider alternative employment without prior discussion with the client. Engagements o Members will only accept assignments which they possess the expertise to perform, and will only assign staff with the requisite expertise. o Members will ensure that before accepting any engagement, a mutual understanding ofthe objectives, scope, work plan, and fee arrangements has been established. o Members will offer to withdraw from a consulting engagement when their objectivity or integrity may be impaired. Fees o Members will agree in advance witha client on the basis for fees and expenses, and will charge fees and expenses that are reasonable, legitimate and commensurate with the services delivered and the responsibility accepted. o Members will disclose to their clients in advance any fees or commissions that they receive for equipment, supplies or services they could recommend to their clients. Profession o Members will respect the individual and corporate rights of clients and consulting colleagues, and will not use proprietary information or methodologies without permission. o Members will represent the profession with integrity and professionalism in their relations with their clients, colleagues and the general public. o Members will report violations of this Code to the Institute, and will ensure that other consultants working on behalf of the member abide by this Code. The Institute of Management Consultants USA, Inc. (IMC USA) adopted its first Code of Ethics in 1968. Since that time IMC USA has modified the wording of the Code for additional clarity and relevance to clients. The current Code was approved February 22, 2002. It is consistent with the International Code of Professional Conduct published by the International Council of Management Consulting Institutes (ICMCI) of which IMC USA is a founding member. Members who apply for the CMC (Certified Management Consultant) designation must pass a wrillen examination on the application of the IMC USA Code of Ethics to client service. The CMC mark is awarded to consultants who have met high standards of education, experience. competence and professionalism. ~ 2007-The Waters Consulting Group, Inc. THIS PROPOSAL CONT AINS PROPRIET AR Y INFORMATION AND IS THE SOLE PROPERTY OF WCG. INC THIS PROPOSAL IS NOT TO BE REPRODUCED FOR ANY REASON WITHOUT TilE WRITTEN CONSENT OF WCG, lNC Page. 18 'r'-'"