Our Business Practices
We adhere to the highest standards of corporate governance and ethical conduct. We believe that accountability, transparency and good decision-making support our business, serve our customers and create value for our shareholders.
Code of Ethics and Business Conduct
DISCOVER FINANCIAL SERVICES
CODE OF ETHICS AND BUSINESS CONDUCT
OUR CODE & OUR ACTIONS
At Discover we share a proud commitment in "Doing the right thing". By "Doing the right thing" we act with honesty and with integrity, comply with all laws and regulations applicable to Discover and perform to the highest ethical standards. It also means we are accountable for our actions and for the results we deliver.
In addition to our Values, the Discover Behaviors are how we intentionally choose to act. They allow us to live into our Values and create the future we aspire to. We observe and coach toward these to improve our performance and strengthen our culture.
With that, this Code of Ethics and Business Conduct ("Code of Ethics"), and the Key Principles highlighted within, is intended to be a guide and set expectations for the ethical and legal responsibilities we share as members of the Discover Financial Services. It applies to all Directors, Officers, employees of Discover Financial Services, our subsidiaries and our affiliates (together, the "Company") whether on or off the Company's premises or on or off duty. The Code also covers your obligations to the Company should you terminate your affiliation.
Although our Code of Ethics does not cover every possible ethical scenario and/or law or regulations, by following the Code of Ethics and other Company policies and procedures, by adhering to the letter and the spirit of all applicable laws and regulations, and above all by applying sound judgment to your activities, you demonstrate your commitment to our Company's values.
WE TREAT EVERYONE EQUALLY & WITH RESPECT
In support of our Equal Employment Opportunity policies, we are committed to fostering and maintaining a work environment in which all individuals are treated with dignity and respect. It is the Company's policy and your responsibility to ensure everyone is offered equal opportunities without discrimination or harassment on the basis of race, color, religion, age, gender, gender identity, sexual orientation, national origin, citizenship, disability, marital and civil partnership status, pregnancy, veteran status, genetic information or any other characteristic protected by law. The Company expects that all relationships among persons in the workplace be business-like and free of bias, favoritism, harassment, prejudice, discrimination, violence, and bullying.
To help enforce our commitment, misconduct (including discrimination, harassment, retaliation or other forms of unprofessional behavior- whether verbal or physical) will not be tolerated. Such behavior, even if not unlawful, will be considered a violation of this Code of Ethics and subject you to corrective action, up to and including termination.
To report such serious issues, contact Employee Relations in Human Resources ("Employee Relations"). You may also consider reporting complaints anonymously through the Company's Integrity Hotline.
WE ARE TRUSTWORTHY
Keeping Proprietary & Private Information Safe and Secure
Proprietary and Private Information generated and gathered in the course of our business is a valuable information asset. Protecting proprietary information is critical to the Company's reputation for integrity and its relationship with its consumers and is an important component of compliance with laws and regulations governing the financial services industry. All proprietary information, regardless of its form, format, or medium, must be protected from the time of its creation or receipt until its authorized disposition. Unauthorized access, use, distribution, or destruction of proprietary information would be considered a violation of this Code of Ethics.
Proprietary information (or non-public) can be defined as information that you learn, create, or develop in the course of your employment with, or service as a Director of, the Company and for which there is an expectation of confidentiality. It includes information that is not generally known to the public about the Company, our consumers, contracted employees, and/or other parties with whom the Company and its affiliates have a relationship and who have an expectation of confidentiality. Examples of proprietary information includes personal information that identifies individuals, including but is not limited to name, address, e-mail address, phone number, Social Security number, account numbers, and information belonging to third parties. If an individual has applied for, currently has, or once had, a Discover account this is also considered to be proprietary information.
It is your responsibility and the expectation of the Company that you comply with the Company's policies on proprietary information. Unauthorized access, use, distribution, or destruction of proprietary information is considered a Violation of this Code of Ethics and could be illegal. Your obligation to protect the proprietary information continues even after you leave the Company, and you must return all such information in your possession or control upon your departure.
Additionally, you are not to store proprietary information, including, but not limited to, pictures, electronic images or other copies of proprietary information, on personal devices (unless the confidential information is stored and secured using Company-mandated physical and electronic methods and approvals have been obtained in accordance with Company’s policies and procedures). You must only access information that you are authorized to use in order to perform your responsibilities on behalf of the Company.
Protecting Inside Information
Misuse of non-public information erodes the Company's trustworthiness and places our business and reputation at risk. While working, or providing service, on behalf of the Company, you may become aware of material, non-public information about the Company or another entity. Material, non-public information (also known as "inside information") is non-public information about the Company, our Consumers or Counterparties that may have an impact on the price of common stock or another financial instrument the Company, another company, or an investor would be likely to consider important in making an investment decision. Information becomes public when it has been effectively disclosed to the public and a reasonable waiting period has passed to allow the information to be absorbed by the marketplace.
The misuse of inside information would be considered a violation of this Code of Ethics.
Using Our Assets Sensibly
Company policies regulate use of the Company's Computer Resources, Information Assets and Corporate Funds (together "assets") such as systems, data, telephones, computer networks, electronic mail, instant messaging, Internet access, remote access capabilities, cell phones, and corporate credit cards. Generally, you should only use the Company's assets for Company business that is reasonably related to your responsibilities with the Company. In addition, it is your responsibility to report any suspected misuse or theft of Company assets. Under no circumstances should you use any Company's asset to send or store unlawful, discriminatory, harassing, defamatory, or other inappropriate materials and/or information.
WE ARE TRANSPARENT & FAIR
The Company seeks to outperform its competition fairly and honestly through superior performance. Every Director, Officer, and employee must protect the Company's reputation by dealing fairly with consumers, the public, competitors, suppliers, and one another. No one should take advantage of anyone through manipulation, concealment, abuse of privileged information, or misrepresentation of facts.
How We Communicate With the Public
We all have a responsibility under the law to provide accurate and complete disclosure to the investing public, and to the extent that you are involved in the preparation of materials for dissemination to the public, you must ensure that the information is accurate and complete in all material respects. In particular, the Company's Senior Financial Officers, Executive Officers and Directors must endeavor to promote accurate, complete, fair, timely and understandable disclosure in the Company's public communications, including documents that the Company files with or submits to the United States Securities and Exchange Commission and other regulators.
You are to consult your business unit or department for standards that apply to oral and written communications with the public, as well as the circumstances under which communications must be reviewed by supervisors and others. If you become aware of a materially inaccurate or misleading statement in a public communication, you must promptly report it through one of the available channels referenced in the "When We See Something, We Say Something" section of this Code of Ethics.
Creating & Maintaining Accurate Books & Records
Maintaining accurate and complete books and records is not only a requirement of the Company and the Code of Ethics but also vital for us to be able to measure our successes. Every business transaction undertaken by the Company must be recorded on its books accurately and in a timely manner. When providing information for these documents, you are responsible for being candid and accurate and will be held responsible for any false or misleading entries made.
In particular, Senior Financial Officers must endeavor to ensure that financial information included in the Company's books and records is correct and complete in all material respects. All Company records should be retained or destroyed according to Company records retention policies and schedules. In accordance with these policies, in the event of litigation, audit or government or Company inquiry, you should consult with the Legal Organization regarding special record retention requirements.
WE CONDUCT BUSINESS LEGALLY & ETHICALLY
Following Both the Spirit & Letter of the Law
The Company is subject to numerous laws and regulations in a variety of domestic and international jurisdictions. It is your responsibility to understand the laws applicable to your job responsibilities and locations, and to comply with both the letter and the spirit of these laws. This requires that you avoid not only actual misconduct, but also the appearance of impropriety. Assume that any action you take ultimately could be publicized and consider how the Company and you would be perceived. When in doubt, stop and reflect. Ask questions. If you are unclear about the application of the law to your job responsibilities, or if you are unsure about the legality or integrity of a particular course of action, you must seek the advice of your management, the Legal Organization, Corporate Compliance, Internal Audit or Human Resources Business Risk. Any improper or illegal acts committed (or known about) during your employment at, or service to, the Company will be treated as misconduct and a violation of this Code of Ethics.
Certain significant policies, laws and regulations are highlighted below, and additional information may be found in other applicable Company policies and procedures, including the Code of Conduct. This does not constitute a complete listing of the laws, rules, regulations and policies that must be adhered to by every person subject to the Code of Ethics.
Preventing Money Laundering & Sanctions
We are committed to full compliance with federal, state and international laws prohibiting and guarding against money laundering and terrorist financing, including the Bank Secrecy Act, as amended, as well as with applicable sanctions. The Company maintains a program to monitor and enforce its policy on anti-money laundering, counter-terrorist financing, and sanctions laws.
Prohibiting Bribery & Corruption
Local laws in most jurisdictions both inside and outside the United States, including the U.K. Bribery Act 2010 ("the Bribery Act") and the U.S. Foreign Corrupt Practices Act ("FCPA") prohibit providing money or anything else of value to an Officer, employee or agent of a government, government-controlled enterprise, public international organization, political party, or a candidate for political office (collectively, "Government Officials") for the purpose of improperly influencing their actions (e.g., in order to obtain or retain business). In some instances, these laws also prohibit giving or receiving a financial or other advantage to or from a person in the private sector if there is an intent to induce or reward improper behavior. We are committed to full compliance with the FCPA, the Bribery Act, and other anti-corruption or anti-bribery laws and maintain a program to monitor and enforce its policy regarding these laws.
Exchanging Only Appropriate Gifts & Entertainment
Gifts and entertainment, given to or received from a third party with which the Company has a business relationship, may create an appearance of impropriety or an inappropriate obligation or expectation on the part of the recipient or provider. The Code of Conduct and related Company policies set forth the conditions under which Officers, employees, and their family or household members may accept or give gifts or entertainment.
The Company has placed heightened limitations and restrictions on giving gifts to or entertaining employees and representatives of government, government-controlled, and public international organizations. Many countries have adopted anti-bribery statutes that prohibit giving anything of value to Government Officials in order to secure an improper business advantage. In addition, many government agencies have their own rules governing the acceptance of gifts, travel, and entertainment. Officers, Directors and employees must seek review and preapproval by the DFS VP, Compliance (or his/her delegate) prior to giving gifts or anything else of value to Government Officials.
The Company is committed to honest competition and competing in compliance with Anti-Trust and trade regulation laws. Under no circumstances should you illegally or improperly acquire or divulge market or competitive information. For further guidance about any antitrust or trade regulation issue you should contact the Legal Organization.
Protecting Our Consumers
We comply with both the letter and the spirit of fair and responsible banking laws and regulations. We are committed to adhering to the regulatory prohibition against unfair, deceptive, or abusive acts or practices and to making financial products and services available to consumers and prospective consumers in a fair and consistent manner. We offer and extend all of our products and services to any qualified applicant without regard to race, color, religion, national origin, sex, sexual orientation, marital status, familial status, handicap, age (provided the applicant has the legal capacity to enter into a binding contract), the fact that all or part of a consumers or prospective consumers income is derived from any public assistance program, or the fact that a consumer or prospective consumer has-in good faith-exercised any of his or her rights under the Consumer Credit Protection Act. The Company maintains a fair and responsible banking program to ensure compliance with applicable laws and regulations.
Avoiding Conflicts of Interest
The way we conduct ourselves in business impacts our reputation and the trust we maintain with our consumers as well as each other. By recognizing and taking preemptive steps to preventing Conflicts of Interest, we are demonstrating our loyalty to our Company's integrity and our determination to "Do the Right Thing".
With that, you are responsible for:
- Avoiding any activities, interests or relationships that do (or may) interfere with your ability to act in the best interest of the Company,
- Not taking personal advantage of your position or authority with the Company (i.e., Approving personal lending transactions for oneself or a relative),
- Not engaging in conduct that is detrimental to the Company's interests or reputation in any way,
- Identifying and managing conflicts or potential conflicts in accordance with regulatory requirements and Company policies, and;
- Escalating all outside personal or business interests (“outside activity”) which may create a conflict of interest to Employee Relations for review.
Once an outside activity has been assessed and deemed permissible, if the nature or scope of that business or your participation changes you are to re-prompt an assessment (i.e., a privately held Company becomes publicly traded or any change in ownership).
Lastly, you may not engage in an approved outside activity during Company hours or use Company assets to further those activities.
The following sections provide greater detail around the different types of Conflicts that should be avoided. Managers who identify conflicts of interest in the business or to whom conflicts are raised by employees should manage those conflicts in accordance with Company policies as well as refer the potential conflict to Employee Relations for further review and approval.
Potential Business Conflicts
A business conflict of interest may arise as a consequence of the Company's interests and its relationship with suppliers or third parties. It would be considered a conflict when your interests or those of suppliers or third parties do not align with the Company's overall values or best interests. Business conflicts can occur:
- Between different suppliers or third parties
- Between suppliers or third parties and the Company itself, or;
- Across different business units
While it is not possible to describe every situation, the above examples (or that of the like) must be disclosed to your manager and Employee Relations for further review.
You cannot accept or hold an outside position if that position would interfere with your ability to perform work for the Company. While it is not possible to describe every situation, the following are examples of situations that may raise a conflict and therefore must be disclosed to Employee Relations.
- Taking an outside position with a Company or entity that is a vendor, third- party or competitor of the Company;
- Serving as a Director, trustee, Officer, or partner in a paid or unpaid position for a for-profit corporation, other than with the Company;
- Serving as a Director, trustee, Officer, or partner of a not-for-profit or charitable organization in the financial services industry; or
- Accepting employment or compensation from any organization engaged in the business of financial services.
- Engaging in unauthorized employment elsewhere while on approved leave of absence.
Employee Relations is available for further guidance on Outside Positions.
Business and Personal Opportunities
Business and personal opportunities that could (or may) impair your judgment or interfere with your responsibilities to the Company or our consumers should be avoided. If a business opportunity arises, either because of your position with the Company or by using corporate property/information, that opportunity belongs to the Company.
In addition to the Code of Conduct, the Bank Bribery Act prohibits self-dealing. Self-dealing occurs when an Office, Director or employee conducts business in a manner that places their interests above those of the Company. While it is not possible to describe every situation, the following are examples of situations that may raise a conflict and therefore must be disclosed to Employee Relations for review.
- Taking personal advantage of any business or investment opportunity that you find out about through your work for the Company (e.g., the purchase or sale of property, services, or other interests);
- Making any personal investment in an enterprise if the investment might (or may appear to) affect your ability to make unbiased business decisions on behalf of the Company;
- Acquiring an interest in a transaction involving the Company, a consumer, counterparty, or supplier (not including routine investments in publicly traded companies, mutual funds, and employee investment funds managed by the Company);
- Receiving a personal loan or guarantee of an obligation as a result of your position with the Company,
- Granting personal loans to other employees that could make or might be perceived as making the recipient beholden to you (over and above the need to repay the loan);
- Accepting (for personal use) any special favors, business opportunities, or purchasing goods and services not available to other persons, as a result of your position with the Company and from any person or organization with which the Company has a current (or potential) business relationship with; or
- Seeking to engage a "relative", or their company, to provide goods or services to the Company.
Employee Relations is available for further guidance on Business and Personal Opportunities.
Employment of Relatives
The Company permits the employment of an employee's relative under certain circumstances. If you become aware that we are considering one of your relatives for employment, those circumstances must be disclosed to Employee Relations as soon as this is known, and it will be handled in accordance with the Employment Eligibility Policy.
In order to avoid potential conflicts of interest, including even the appearance of favoritism, you may not supervise, work directly for, work in the same chain of command as, or make employment decisions about a relative. Additionally, relatives of employees are not to work any position in which Employee Relations believes may create an inherent or perceived conflict.
Abstaining from Unethical Political Contributions & Lobbying Activities
Generally, the Company does not make corporate contributions to political parties or candidates for public office or other political organizations. Also, any employee or who, on behalf of the Company or could be perceived to be acting on behalf of the Company, communicates with a government official, takes part in a trade association visit with a government official, or participates in a government-sponsored event must ensure their actions are conducted under the direction of the Company's Government Relations staff. The Code of Conduct and related Company policies set forth the conditions under which political contributions and other activities, including lobbying, may be conducted.
WE KEEP OUR WORK ENVIRONMENT SAFE & PROFESSIONAL
Prohibiting Disruptive Behavior and/or Acts of Violence
At Discover, we are committed to providing a safe, secure and professional work environment for the Company and our visitors. It is the Company's policy, and all of our responsibility, to expressly prohibit disruptive or threatening, intimidating behavior, or any acts or threats of "acts of violence", which involve or affect any Director, employee, consumer, vendor, visitor, or other third party in the work environment.
The Company will not tolerate disruptive behavior or any threats or acts of violence against its employees, consumers, vendors, visitors, third parties, or property by any individual on the Company's premises, or while an individual is engaged in business with or on behalf of the Company. In addition, such behavior is not to be conducted whether on or off the Company's premises or at a Company-sponsored event.
"Threats or acts of violence" could be defined as conduct against persons or property that is sufficiently severe, offensive, or threatening as to give an individual reasonable cause to believe that they or others are at risk of injury, or creates a hostile, abusive, or intimidating work environment. If you feel threatened, you should call Discovers Security & Intelligence Operations Center ("SIOC") and/or Employee Relations.
In addition, the Company is committed to conducting its business in compliance with all applicable environmental and workplace health and safety laws and regulations. The Company strives to provide a safe and healthy work environment for employees and to avoid adverse impact and injury to the environment and communities in which it conducts its business. Achieving this goal is the responsibility of all Directors and employees.
Global Safety Efforts
In addition to and beyond just our work environment, at Discover, we are committed to enhancing our global safety efforts and prohibiting forced labor and human trafficking within our business and supply chain. If you have any reason to suspect forced labor or human trafficking is occurring either within our business (or in connection with it) you are to immediately report your concerns to Employee Relations or anonymously via the Integrity Hotline.
WHEN WE SEE SOMETHING, WE SAY SOMETHING
Seeking Help without Fear of Retaliation
Open communication of issues and concerns by all employees without fear of retaliation is vital to the continued success of the Company as well as our commitment to protect our Officers, Directors, and employees. Retaliation against Directors or employees for reporting concerns and complaints (made in good faith) or participating in any investigation regarding the misconduct of others is prohibited. Any retaliatory behavior will be treated as a Violation of this Code of Ethics and the Code of Conduct and the Company will take corrective action up to, and including, termination.
In addition, while we encourage you to raise issues with Discover first, we appreciate that it is not always possible. We support the protections detailed in the U.S. Defend Trade Secrets Act regarding the disclosure of a trade secret or confidential information under seal to a Federal, State, or local government official, or to an attorney. Please note that nothing in this Code of Ethics prevents such disclosure when the purpose is the reporting or investigation of a suspected violation of law or a complaint made under seal where the context is of a whistleblowing or an anti-retaliation lawsuit.
Reporting Illegal, Unethical or Improper Conduct
The Company's reputation for integrity depends upon you. You are the Company's first line of defense against civil or criminal liability and unethical business practices. If at any time you suspect your actions or inactions may have violated the law, this Code of Ethics, any of the Company's other policies or if you observe or become aware of any illegal, harassing/discriminatory behaviors, unethical or improper conduct by an Officer, Director, another employee, consumer, consultant, vendor, or third party relating to the Company, you are to promptly notify one of the following:
- Your Management
- Employee Relations
- Chief Legal Officer
- Chief Compliance Officer
- Chief Risk Officer
- Chief Audit Executive
- For Fraud, you may also email your concerns to Discovers Internal Investigation Team, email@example.com
For additional direction, concerns regarding Executive Management should be reported to:
- If regarding the Chief Executive Officer, any other Senior Executive or Financial Officer, or a member of the Board of Directors:
- Escalate concern to the Chief Audit Executive, and/or Chief Legal Officer
- If regarding the Chief Legal Officer or the Chief Audit Executive:
- Escalate Concern to the Chairman of the DFS Board of Directors
If you feel you are unable to address or resolve a matter using any of the above options or would like to report a matter anonymously then please contact the Company's Integrity Hotline. The Integrity Hotline is a service you can access from any location - either by phone or through the internet as outlined in the Company's Code of Conduct.
In addition, you must promptly notify your management and Employee Relations if you are arrested, charged, indicted or become involved in a criminal matter (excluding minor traffic violations), regardless of whether you are convicted, enter into a plea, settle the matter, or otherwise enter into a pretrial diversion or similar program in connection with the matter. Employee Relations will analyze your situation with Security and Management and notify you of the necessary next steps.
Lastly, if you are a supervisor, you have an additional responsibility to take appropriate steps to stop any misconduct that you are aware of and to prevent its recurrence. Supervisors who do not take appropriate action may be held responsible for failure to supervise properly.
Violations of the Code of Ethics
To maintain the highest standards of integrity, you must dedicate yourself to complying with the Code of Ethics (including any future amendments), Company policies, standards and procedures, and applicable laws and regulations. In addition to complying with Company policies, you are assigned to perform duties at or for the Company and expected to satisfactorily meet the requirements of your position. Failure to do so may result in the full range of corrective action available to the Company, up to and including immediate termination, as well as civil and criminal penalties (if applicable). The penalties for regulatory and criminal violations may include significant fines and imprisonment.
The Company reserves the right to investigate and to otherwise ensure compliance with this policy. You are expected to cooperate with personnel authorized to conduct investigations on the Company's behalf which may include requesting that you exit the work environment in order to address an alleged violation.
The Code of Ethics, including any future amendments, forms part of the terms and conditions of your employment at the Company although is not a contract guaranteeing you employment or service for a specific duration or entitling you to any special privileges or benefits.
Questions, Waivers & Amendments
Any questions regarding the Code of Ethics should be directed to the Human Resource Risk Officer or Employee Relations.
Any waivers of the provisions of the Code of Ethics for Directors or Executive Officers may be granted only in exceptional circumstances by the Board of Directors, or an authorized committee thereof, and will be promptly disclosed to the Company's shareholders if required by the rules of either the Securities and Exchange Commission or the New York Stock Exchange.
Amendments to the Code of Ethics must also be approved by the Board of Directors. It is your responsibility to be familiar with the Code of Ethics as it may be revised from time to time.
YOUR PERSONAL COMMITMENT
A truly great, visionary company continuously lives and defends its values and demonstrates good behavior. Only by doing so can the Company realize the potential of its constituent parts and the talents of its people.
To reaffirm our commitment, the Company requires that Directors acknowledge this Code of Ethics and Business Conduct, and that Officers and employees acknowledge the Company's Code of Conduct, which is summarized in this Code of Ethics and Business Conduct.