Attached files
| file | filename |
|---|---|
| 10-Q - FORM 10-Q - TD AMERITRADE HOLDING CORP | c62089e10vq.htm |
| EX-31.1 - EX-31.1 - TD AMERITRADE HOLDING CORP | c62089exv31w1.htm |
| EX-10.1 - EX-10.1 - TD AMERITRADE HOLDING CORP | c62089exv10w1.htm |
| EX-15.1 - EX-15.1 - TD AMERITRADE HOLDING CORP | c62089exv15w1.htm |
| EX-10.2 - EX-10.2 - TD AMERITRADE HOLDING CORP | c62089exv10w2.htm |
| EX-32.1 - EX-32.1 - TD AMERITRADE HOLDING CORP | c62089exv32w1.htm |
| EXCEL - IDEA: XBRL DOCUMENT - TD AMERITRADE HOLDING CORP | Financial_Report.xls |
| EX-31.2 - EX-31.2 - TD AMERITRADE HOLDING CORP | c62089exv31w2.htm |
Exhibit 14
TD AMERITRADE HOLDING CORPORATION
Code of Business Conduct and Ethics
Index:
| I. | Purpose and Background | ||
| II. | Applicability | ||
| III. | Standards of Business Conduct and Ethics |
| A. | Honest and Ethical Conduct | ||
| B. | Full, Fair, Accurate, Timely and Understandable Public Disclosure | ||
| C. | Full, Accurate and Timely Regulatory Reporting | ||
| D. | Compliance with Laws, Rules and Regulations | ||
| E. | Waiver | ||
| F. | Disclosure of Waiver and Amendment |
| IV. | Additional Standards and Policies |
| A. | Trading of Securities | ||
| B. | Protection of Intellectual Property | ||
| C. | Protection of Confidential Information | ||
| D. | Corporate Opportunity | ||
| E. | Fair Dealing | ||
| F. | Equal Employment Opportunity and Harassment | ||
| G. | Protection and Use of Company Assets | ||
| H. | Record Keeping | ||
| I. | Waiver |
| V. | Reporting Violations |
| A. | Reporting Violations of the Code | ||
| B. | Anonymous Reporting of Violations | ||
| C. | Anti-Retaliation |
| VI. | Compliance and Accountability |
Appendix of Defined Terms
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TD AMERITRADE HOLDING CORPORATION
Code of Business Conduct and Ethics
I. Purpose and Background
This Code of Business Conduct and Ethics (this “Code”) is designed (a) to promote (i)
honest and ethical conduct, (ii) full, fair, accurate, timely and understandable disclosure in the
reports and documents TD Ameritrade Holding Corporation (“TD Ameritrade”) files with or
submits to the Securities and Exchange Commission (the “SEC”) and in other public
communications made by TD Ameritrade (collectively, the “Public Disclosures”), and (iii)
compliance with applicable laws, rules and regulations, (b) to deter wrongdoing, and (c) to help
foster an atmosphere of ethical and prudent conduct throughout the Company. This Code
outlines the broad principles of legal and ethical business conduct embraced by TD Ameritrade
and its subsidiaries (collectively, the “Company”). It is not a complete list of legal or ethical
standards applicable to members of the Board of Directors, officers or associates (i.e.,
employees) of the Company.
In addition to this Code, the Company has adopted policies addressing specific issues,
including, but not limited to, those expressed or referenced in the Associate Handbook, the
Trading Policy, the Global Information Protection Program, and the Delegation of Authority
Policy, some of which are cross-referenced in this Code. These policies are not part of this Code
but they are important and you are required to familiarize yourself and comply with all the
Company’s policies.
II. Applicability
This Code applies to the members of the Board of Directors, the officers and the
associates of the Company (collectively referred to in this Code as the “Covered Persons”).
Sections I-III, V and VI of this Code constitute the Company’s Code of Ethics for the purposes
of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated by the SEC
thereunder and the Company’s Code of Conduct for the purposes of Nasdaq Market Rule 5610.
The Code should be provided to and generally followed by the Company’s agents and
representatives, including contract or temporary personnel and outside consultants.
III. Standards of Business Conduct and Ethics
A. Honest and Ethical Conduct
In performing his or her duties, each of the Covered Persons shall act in accordance with
high standards of honest and ethical conduct including taking appropriate actions to permit and
facilitate the ethical handling and resolution of actual or apparent conflicts of interest between
personal and professional relationships. These standards do not prohibit any action that is
permitted by TD Ameritrade’s Certificate of Incorporation.
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B. Full, Fair, Accurate, Timely and Understandable Public Disclosure
In performing his or her duties, each of the Covered Persons who is responsible for or
otherwise involved in the process of preparation or review of TD Ameritrade’s Public
Disclosures shall take appropriate action within his or her areas of responsibility to cause the
Company’s public disclosures to be full, fair, accurate, timely, and understandable.
Each of the Covered Persons who is responsible for recording or providing financial or
other information or who is otherwise called upon to provide information in connection with the
Public Disclosure process shall take appropriate and prompt action to provide full and accurate
information to those Covered Persons who are responsible for or otherwise involved in the
process of preparation or review of the Company’s Public Disclosures.
In performing his or her duties, each of the Covered Persons who is responsible for or
otherwise involved in the process of preparation or review of the Company’s Public Disclosures,
within his or her areas of responsibility and in accordance with the Public Disclosure process,
shall provide full and accurate financial and other information to, and engage in open and honest
discussions with: (a) the Company’s Board of Directors, Audit Committee, Chief Executive
Officer, Chief Financial Officer and Corporate Audit department in connection with the Public
Disclosure process and (b) the Company’s outside auditors in connection with their audits and
reviews of the Company’s financial statements and reports and documents filed with or
submitted to the SEC and the Company’s internal control over financial reporting.
C. Full, Accurate, and Timely Regulatory Reporting
In performing his or her duties, each of the Covered Persons who is responsible for or
otherwise involved in the process of preparation or review of the Company’s Regulatory
Reporting shall take appropriate action within his or her areas of responsibility to cause the
Company’s Regulatory Reporting to be full, accurate, and timely. “Regulatory Reporting” means
the reporting or disclosing of all information required to be filed, submitted or disclosed by the
Company’s broker/dealer or investment advisor subsidiaries with or to the SEC, state regulatory
agencies, the FINRA, or other regulatory authorities.
Each of the Covered Persons who is responsible for recording or providing financial or
other information or who is otherwise called upon to provide information in connection with the
Regulatory Reporting process shall take appropriate and prompt action to provide full and
accurate information to those Covered Persons who are responsible for or otherwise involved in
the process of preparation or review of the Company’s Regulatory Reporting.
In performing his or her duties, each of the Covered Persons who is responsible for or
otherwise involved in the process of preparation or review of the Company’s Regulatory
Reporting, within his or her areas of responsibility and in accordance with the Regulatory
Reporting process, shall provide full and accurate financial and other information to, and engage
in open and honest discussions with: (a) the Company’s Board of Directors, Audit Committee,
Chief Executive Officer, Chief Financial Officer and Corporate Audit department in connection
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with the Regulatory Reporting process and (b) the Company’s outside auditors in connection
with their audits and reviews of the Company’s Regulatory Reporting.
D. Compliance with Laws, Rules and Regulations
In performing his or her duties, each of the Covered Persons shall comply, and take
appropriate action within his or her areas of responsibility to cause the Company to comply, with
applicable governmental laws, rules, and regulations and applicable rules and regulations of
self-regulatory organizations.
E. Waiver
TD Ameritrade’s Board of Directors has the authority to approve a waiver from any
provision of this Section III of the Code for TD Ameritrade’s directors or executive officers. The
Company’s General Counsel, the Chief Operating Officer and the Audit Committee each has the
authority to approve a waiver from any provision of this Section III of the Code for all other
Covered Persons and Company agents and representatives. Each of the Company’s General Counsel and
the Chief Operating Officer will report promptly to the Chief Executive Officer, the Chief
Financial Officer or the Audit Committee any waiver he or she approves from any provision of this
Section III of the Code.
F. Disclosure of Waiver and Amendment
TD Ameritrade will publicly disclose information concerning any waiver or an implicit
waiver of this Section III of the Code for any of TD Ameritrade’s directors, executive officers,
principal executive officer, principal financial officer and the principal accounting officer or
controller or persons performing similar functions, as required by applicable law, rule or
regulation. A waiver means the approval of a material departure from a provision of this Section
III of the Code. TD Ameritrade will publicly disclose any amendment of this Section III of the
Code as required by applicable law or regulation.
IV. Additional Standards and Policies
A. Trading of Securities
Covered Persons must not buy or sell securities on the basis of material nonpublic
information relating to the Company or any other issuer of securities or communicate material,
non-public information to another person who buys or sells securities on the basis of the
information. Covered Persons should refer to the Company’s Trading Policy.
B. Protection of Intellectual Property
It is the Company’s policy to protect the intellectual property developed, licensed or
otherwise owned by the Company. Covered Persons should refer to the Company’s Intellectual
Property Protection Policy.
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C. Protection of Confidential Information
It is the Company’s policy to protect the following information from unauthorized
disclosure or use:
| • | Confidential information about the Company and its clients, including business, financial, technical, research and development, personnel and personal information; and | ||
| • | Any information that the Company obtains from another company or person in confidence under a nondisclosure agreement. |
Company policy also involves taking reasonable measures to establish proprietary rights to trade
secrets and to avoid infringement of others’ intellectual property rights. Covered Persons should
refer to the Company’s Confidential Information Protection Policy.
D. Corporate Opportunity
Each of the Covered Persons owes a duty to the Company to advance its legitimate
interests when the opportunity to do so arises. Except as expressly permitted by TD
Ameritrade’s Certificate of Incorporation, a Covered Person, may not compete against the
Company or take for himself or herself, or direct to a third party an opportunity that would be an
appropriate opportunity for the Company that is discovered in the course of such person’s service
to or employment by the Company or through the use of the Company’s property or information,
unless the Company has already been offered the opportunity and turned it down.
E. Fair Dealing
It is the Company’s policy to engage in honest business competition. It does not seek
competitive advantages through illegal or unethical business practices. In furtherance of this
policy, each of the Covered Persons should deal fairly with all other Covered Persons and the
clients, service providers, and suppliers of the Company.
No Covered Person should take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentations of material facts, or any unfair
dealing practice.
Fair dealing requires that the Company deal with competitors at arm’s length. For
example, agreements to restrain trade by setting prices with competitors violate antitrust laws
designed to encourage competition. Fair dealing also requires that Covered Persons not make
illegal payments—which could include gifts, favors, entertainment and cash—to government
officials. Each of the Covered Persons must comply with the Foreign Corrupt Practices Act,
which generally prohibits giving anything of value, directly or indirectly, to foreign government
officials or political candidates in order to obtain or retain business. The purpose of business
entertainment and gifts in a commercial setting is to create good will and sound working
relationships, not to gain unfair advantage with customers. Covered Persons should refer to the
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Company’s Gifts and Gratuities Policy in the Associate Handbook.
F. Equal Employment Opportunity and Harassment
It is the Company’s policy to provide equal employment opportunities in all aspects of
employment and the Company prohibits discrimination of any kind. The Company expects each
of the Covered Persons to act in a manner consistent with its equal employment opportunity
policy.
The Company is committed to a work environment which fosters teamwork and
cooperation and in which all individuals are treated with respect and dignity. Accordingly, it is
the continuing policy of the Company to ensure that harassment will not be tolerated. This
includes associates, applicants for employment, temporary workers, contractors, vendors, service
providers, clients or others with whom associates may interact in the workplace.
Covered Persons should refer to the Associate Handbook, which provides additional
information regarding the Company’s equal employment opportunity, harassment, and other
policies.
G. Protection and Use of Company Assets
Each of the Covered Persons should protect the assets of the Company, including records
and confidential information, and ensure their efficient use. All assets of the Company should be
used for legitimate business purposes only. In addition, Covered Persons should refer to the
Delegation of Authority Policy, which provides controls relating to the approval of transactions,
expenditures and other disposition of assets.
H. Record Keeping
The Company requires honest and accurate recording and reporting of information in
order to make responsible business decisions and to comply with applicable laws and
regulations. All of the Company’s books, records, accounts and financial statements must be
maintained in reasonable detail, must accurately reflect the Company’s transactions and must
conform both to applicable legal requirements and to the Company’s system of internal controls.
It is the Company’s policy to retain all records and documents necessary for the conduct
of its business and as required by applicable laws, rules and regulations. Records and documents
should be retained according to the Company’s record retention policies. Records and
documents should not be destroyed or discarded if they are the subject of an investigation
(whether internal or by a governmental authority or self-regulatory organization) or a judicial,
regulatory, administrative or other proceeding, including, but not limited to, records or
documents that are requested in a subpoena or other information request in an investigation or
proceeding. Questions regarding record and document retention in such situations should be
addressed to the Company’s General Counsel or Senior Records Manager.
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I. Waiver
The Company’s General Counsel, the Chief Operating Officer and the Audit Committee each has
the authority to approve a waiver from any provision of this Section IV of the Code for all Covered
Persons and Company agents and representatives. Each of the
Company’s General Counsel and the Chief Operating Officer will report promptly to the Chief
Executive Officer, the Chief Financial Officer or the Audit Committee any waiver he or she approves
from any provision of this Section IV of the Code.
V. Reporting Violations
A. Reporting Violations of the Code
Each of the Covered Persons shall promptly provide the Company’s General Counsel or
the Company’s Audit Committee with information concerning conduct such Covered Person
reasonably believes to constitute a violation of this Code or a material violation by the Company
or its directors, officers or associates, of the securities laws, rules or regulations and other
laws,
rules or regulations applicable to the Company. Alternatively, Covered Persons may provide
such information anonymously in accordance with subsection B below.
Any Covered Person having a concern or complaint regarding questionable accounting or
auditing matters of the Company is encouraged to speak with his or her manager or submit the
concern or complaint to the Company’s Managing Director of Corporate Audit or General
Counsel, who will then transmit it to the Audit Committee. Such concerns or complaints may
be submitted anonymously in accordance with subsection B below, in which case they will be
treated as confidential subject to applicable law, rules and regulations.
B. Anonymous Reporting of Violations
Any violation of this Code and any violation by the Company or a Covered Person of the
securities laws, rules or regulations, other laws, rules or regulations applicable to the Company
or concerns or complaints regarding questionable accounting or auditing matters of the Company
may be reported anonymously via the Company’s hotline provider, The Network, by calling
1-877-888-0002.
C. Anti-Retaliation
Covered Persons are encouraged to talk to supervisors, managers or other appropriate
personnel about observed possible violations of this Code or laws, rules, or regulations. It is the
policy of the Company not to permit retaliation for good faith reports of misconduct by others
and to promptly investigate reports received. The Company strives to ensure that all of its
associates can work in an environment free from retaliation. Retaliation against an individual for
reporting violations or participating in investigations relating to perceived violations of Company
policies or this Code, or laws, rules or regulations is a violation of this Code and will subject
the
offender to disciplinary action, up to and including termination. False and malicious complaints
of retaliation may be the subject of appropriate disciplinary action as well. This does not include
any complaints made in good faith, even if it is determined that unlawful retaliation did not
occur.
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Covered Persons who believe that they have been the victims of unlawful retaliation
resulting from their lawful act of providing information to, or assisting an investigation
performed by, the Company or any regulatory or government agency should immediately report
their concerns to the Company’s Human Resource Department or anonymously as provided in
subsection B above. Any reported allegations of retaliation will be investigated promptly. The
investigation may include individual interviews with the persons involved and, where necessary,
with individuals who may have observed the alleged conduct or may have other relevant
knowledge. Each of the Covered Persons is expected to cooperate in connection with the
investigation. Confidentiality will be maintained throughout the investigatory process to the
extent consistent with the need to conduct an adequate investigation and, where appropriate, take
corrective action.
VI. Compliance and Accountability
With respect to TD Ameritrade’s directors and executive officers, the Audit Committee
will assess compliance with this Code, report violations of this Code to the Board of Directors,
and, based upon the relevant facts and circumstances, recommend to the Board of Directors
appropriate action.
With respect to all other associates, agents and representatives of the Company, the
Company’s General Counsel and the Chief Operating Officer each has the authority to
assess compliance with this Code, report violations of this Code to the Audit Committee to the
extent either determines appropriate, and, based upon the relevant facts and circumstances,
determine appropriate action or recommend to the Audit Committee appropriate action.
A violation of this Code may result in disciplinary action, up to and including termination
of employment.
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Code of Business Conduct and Ethics
Appendix of Defined Terms
The terms below are defined in the sections indicated:
“TD Ameritrade”: Section I
“Code”: Section I
“Company”: Section I
“Covered Persons”: Section II
“Public Disclosures”: Section I
“Regulatory Reporting”: Section III.C
“SEC”: Section I
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