Código de conducta en los negocios (Inglés)

INTRODUCCION

Desde nuestra fundación en 1985, la Corporación SITEL y sus subsidiarias han ganado su reputación por los altos estándares de excelencia operacional, integridad en los negocios y la fortaleza de nuestros clientes satisfechos, empleados, accionistas y socios de negocios. Esta reputación ha sido largamente construida por nuestros directores, oficinistas y empleados quienes manejan una tradición de conducta ética en los negocios. Nuestra reputación es uno de nuestros más valiosos activos corporativos.

Este Código de Conducta de los Negocios (“Código”) underscores and further strengthens SITEL's longstanding commitment to ethical business conduct as demonstrated by our mission statement, core values and existing corporate policies. This Code provides additional guidance to our directors, officers and employees in our operations and business dealings throughout the world.

CONFLICTS OF INTEREST

Business decisions must be made in the best interests of SITEL and not be motivated by personal interest or gain. A conflict of interest occurs when your own interests interfere, or appear likely to interfere, with the interest of SITEL as a whole. The conflict may make it difficult for you to perform your work for SITEL objectively and effectively. SITEL expects all directors, officers and employees to avoid not only situations that give rise to a conflict of interest, but also those situations that create the appearance of a conflict of interest, unless expressly approved by SITEL. Furthermore, you must promptly disclose potential conflicts of interest to SITEL.

You may encounter potential conflicts of interest in a variety of situations. Some of the more likely situations are:

• Relationships with clients, vendors, suppliers and business associates.
• Financial or other dealings with outside organizations that do business with SITEL.
• Outside employment with any competitor, client, vendor or supplier of SITEL, or any other outside employment that could jeopardize SITEL's interests or interfere with productivity.

You have a duty of loyalty to advance the business interests of SITEL. You may not accept gifts or benefits or entertainment of more than $200 value from clients, vendors, suppliers, and other business associates. Also, you may not give gifts or benefits or entertainment to clients, vendors, suppliers, and other business associates which are of more than $200 value or are intended to bribe or influence the recipient or are otherwise against the law. You must not own, or provide services to, another business if that situation would cause you to put the other business interests ahead of SITEL. You must not misappropriate assets of SITEL or abuse your position with SITEL to get improper benefits.

Although SITEL may under some circumstances elect to waive conflicts that have already occurred, SITEL requires you to disclose all possible conflicts before putting yourself in a situation that could jeopardize your employment. Questions about possible conflicts should be directed to SITEL's General Counsel.

CORPORATE OPPORTUNITIES

SITEL entrusts its directors, officers and employees with a wealth of information, tools and resources that we expect to be used solely to advance the legitimate interests of SITEL.

You may not use the information, computer and other equipment and resources entrusted with you by SITEL to identify or exploit personal opportunities for your personal gain. Furthermore, you must not take for yourself opportunities that belong to SITEL.

For example, as a result of your position with SITEL you may be presented with an opportunity to buy a business that is a client, vendor or supplier of SITEL or that competes with SITEL. This business opportunity must first be offered to SITEL.

CONFIDENTIALITY

Directors, officers and employees must preserve and protect the confidentiality of information entrusted to them by SITEL, except when disclosing information is approved or legally mandated. Furthermore, you must maintain the confidentiality of information that has been entrusted to us by our clients, vendors, suppliers, other business associates, and other employees, except when disclosure of the confidential information is approved or legally mandated. Often we, our clients, vendors, suppliers, or other business associates establish specific security procedures intended to preserve and protect the confidentiality of certain information, and at a minimum you should observe these specific security procedures with respect to such information.

Confidential information includes proprietary information that is not in the public domain that could be of use to SITEL's competitors or that could harm SITEL or our clients (or their customers), vendors, suppliers, other business associates, employees or shareholders if disclosed.

Employees also must not use or disclose to SITEL any proprietary information or trade secrets of any former employer or other person or entity with whom obligations of confidentiality exist.

Since SITEL is a public company, we have additional policies that seek to avoid the violations of the U.S. securities laws that may occur if SITEL's confidential information is improperly disclosed or used. Our Disclosure Policy applies to all public disclosures (which would be any disclosures made in a non-confidential manner) of material information about SITEL. The Disclosure Policy seeks to ensure that communications to the public about SITEL are factual and accurate, are disseminated on a timely basis and widely so that all investors have relatively equal access to the information contained in them, and meet all legal requirements. Our Trading Policy applies to all directors, officers, employees and other persons who become aware of material nonpublic corporate information in the course of their business activities for SITEL. The Trading Policy seeks to ensure that such persons do not purchase or sell SITEL stock (or stock of another public company with which SITEL is considering a transaction) while aware of material nonpublic corporate information about SITEL (or that other public company), regardless of whether the information is actually considered a factor in making the purchase or sale.

FAIR DEALING

SITEL expects its directors, officers and employees to always endeavor to deal fairly and honestly with SITEL and its clients, vendors, suppliers, other business associates, other employees, shareholders and competitors.

It is not acceptable to take advantage of an opportunity to profit, through unfairness or dishonesty, at another's expense. For example, you must not take advantage of anyone through abuse of personal or confidential information, misrepresentation of material facts, or any other unfair dealing practice. Such unacceptable behavior could take the form, for example, of filing a false expense statement, accepting a bribe or kickback, unlawfully copying computer software, lying to a supervisor or client concerning business facts, taking business supplies or money.

Clients. We will achieve our mission-to enhance the value of our clients' customer contacts, relationships and information-and prosper only by clearly understanding and meeting our clients' expectations. We must do everything we reasonably can to ensure client satisfaction by exercising good faith in all agreements and dealings with our clients and providing quality services for fair prices.

Business Associates. SITEL achieves a competitive advantage through quality relationships with vendors, suppliers and other companies which extend our reach and influence around the world. Relationships built on trust are one of the most significant aspects of purchasing agreements, joint ventures and other types of business relationships. SITEL must strive to preserve the reputation of other organizations and expects others to similarly protect SITEL's reputation. We will not do business with those who intentionally or continually act illegally or in conflict with the spirit and intent of our Code. We maintain open and frank business dealings in an effort to develop mutually advantageous relationships that are effective and efficient. Our purchasing decisions are made solely in the best interests of SITEL and consider quality, price, service and sourcing.

Employees. We recognize that our employees' knowledge, skills and experience are the tools by which we have built a great company and that each and every employee is a critical factor in our success. Our employees represent our core values of Service, Integrity, Teamwork, Excellence and Learning. We must encourage respect, recognition, fairness and dignity. We are an equal opportunity employer. We hire people based on their ability to do the job and pay and reward them for performance. We are committed to providing a safe and healthy work environment and strive to provide opportunities for self-improvement and growth. We do not tolerate harassment or abuse in any form. We practice an 'open door' policy to encourage employees to voice their opinions freely about SITEL's policies and programs.

Shareholders. Shareholders own our business and expect a fair return on their investment in SITEL. All directors, officers and employees have the responsibility to work toward the achievement of profit and a fair return for our shareholders. Management functions as a steward of the business for shareholders. To this end, we foster open communication with shareholders and have established clear roles and responsibilities of management.

Competitors. While we compete aggressively, we do so with integrity. We support fair competition and comply with applicable competition and antitrust laws of the countries in which we do business. We will not enter into agreements or understandings that attempt to unlawfully limit competition. We do not use illegal or unethical methods to collect competitive or proprietary information, including inducing such disclosures by former or current employees of competitors.

Financial Community. SITEL recognizes that shareholders and prospective shareholders depend on the financial community (analysts, investment managers, media, and so on) for an ongoing and independent assessment of SITEL's financial prospects and activities. We are committed to accurate and timely communication of our achievements and prospects to allow shareholders to reasonably evaluate their investment or prospective investment. We willingly comply with applicable statutory and regulatory requirements for the provision of information. We provide a clear, fair and accurate picture of our business to the financial community on a non-preferential basis.

PROTECTION AND PROPER USE OF COMPANY ASSETS

SITEL's directors, officers and employees must protect SITEL's assets from improper use, theft, loss and waste.

SITEL's assets include, for example, accounts receivable, furniture and equipment, leasehold improvements, company names, trademarks, copyrights, other intellectual property, databases, policy and procedure manuals, training materials, financial information, records, data, emails, computer files, other files, documents, contracts, proposals, reports, presentations, correspondence, client lists, vendor lists, other books and records, keys, security cards, passwords, access codes, credit cards, and other personal property.

These assets are proprietary to SITEL, are intended to be used only for legitimate business purposes, and may not be used for personal benefit or any other improper purpose. SITEL's assets incorporating confidential information may not be disclosed or used in a manner inconsistent with this Code. SITEL's assets must not be sold, loaned, given away, or otherwise disposed of, regardless of condition or value, except with proper authorization. These assets must be returned upon request or upon termination of employment or other relation with SITEL. Theft, carelessness and waste of SITEL's assets would have a direct impact on SITEL's profitability and financial condition.

SITEL funds or other assets may not be used for making political contributions of any kind in any country. This prohibition covers not only direct contributions but also indirect support of candidates or political parties, e.g. the purchase of tickets for special dinners or other fund-raising events, the loaning of employees to political parties or committees, and the furnishing of call center services (other than for reasonable charges). Company political activity should be strictly limited, with prior approval of SITEL's General Counsel, to matters that are clearly lawful and closely related to the interests of SITEL, its employees or its shareholders.

SITEL's name may not be used in connection with personal activities, except as part of biographical summaries of work experience. If you intend to participate in meetings or publish materials where SITEL's name is coupled with your name as a participant or author, you must have advance written approval by SITEL's Director of Investor Relations. In addition, any approved speech or presentation material or materials to be published must be reviewed by SITEL's Director of Investor Relations prior to presentation or publication.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

SITEL is a responsible corporate citizen throughout the world where we do business. We abide by applicable laws, rules and regulations. We provide information about SITEL to government agencies and regulatory authorities in response to reasonable and responsible requests. We respect and care for the environments in which we operate. We encourage our employees to actively contribute to the needs of the communities in which they live and work.

SITEL's directors, officers and employees must do their part to ensure compliance with all laws, rules and regulations affecting SITEL. This includes compliance with insider trading laws. Please refer to SITEL's Trading Policy for further information concerning compliance with insider trading laws. This also includes, for any officer or employee involved in any way with financial reporting, ensuring the full, fair and accurate recording and reporting of financial and business information in accordance with SITEL's internal controls, generally accepted accounting principles, and U.S. securities law requirements. Please also refer to SITEL's separate Code of Ethics for the Chief Executive Officer and Senior Financial Officers.

REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR

If you have questions about this Code's requirements or any concerns about possible violations of this Code, the first place to turn is your supervisor. If you are uncomfortable discussing the issue with your supervisor, please talk to Human Resources, the Legal Department, or another member of management. Our open door policy allows you the freedom to approach any level of management with your questions or concerns.

It would be great if the right thing to do is always perfectly clear. In the real world of business, however, things are not always obvious. If you find yourself in a situation where the "right thing" is unclear or doing the right thing is difficult, remember our core values.

Taking action to prevent problems is part of SITEL's culture. If you observe possible illegal or unethical conduct, please promptly report your concerns.

Any violation of this Code will be subject to appropriate discipline, up to and including dismissal from SITEL and possible criminal prosecution.

Any exception to any requirement of this Code with respect to any director or executive officer may be made only by SITEL's board of directors. Such exceptions will be promptly disclosed to shareholders in accordance with applicable securities law requirements. The board of directors can foresee no circumstances under which it would grant such an exception.

SITEL will not tolerate retaliation against any employee who honestly reports to SITEL a concern about illegal or unethical conduct. It would be unacceptable however to file a report knowing it to be false.

Please refer to SITEL's Procedures for Addressing Accounting Complaints if you have any complaint or concern regarding any of the following matters:

• Accounting, internal accounting controls or auditing matters, or
• Questionable accounting or auditing matters

If you have any complaint or concern about possible violations of SITEL's Code of Ethics for the CEO and Senior Financial Officers, please report your complaint or concern in any manner provided in SITEL's Procedures for Addressing Accounting Complaints.

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