A. Introduction
It is the general policy of JBG SMITH Properties (the "Company") to conduct its business activities and transactions with the highest level of integrity and ethical standards and in accordance with all applicable laws, rules and regulations. Obeying the law both in letter and in spirit is the foundation on which the Company’s ethical standards are built. In carrying out this policy, the Company has adopted the following Code of Business Conduct and Ethics (the “Code”). This Code is intended to cover the Company’s and its subsidiaries’ trustees, officers and employees (collectively, “Covered Persons”).
Each Covered Person is expected (i) to read and understand this Code
and its application to the performance of his or her business
responsibilities and (ii) to conduct himself or herself in accordance
with this Code and to seek to avoid even the appearance of wrongdoing
or improper behavior. Those who violate the standards in this Code will
be subject to disciplinary action, which may include suspension,
termination and/or the reporting of violative conduct to appropriate
regulatory and criminal authorities.
If a law conflicts with a policy in this Code, a Covered Person must
comply with the law. If a Covered Person has any questions about these
conflicts or this Code, he or she should consult with the Chief Legal
Officer.
Other policies that govern the conduct of Covered Persons may be
established by the Company from time to time that supplement and are in
addition to this Code. Members of the Board of Trustees of the Company
(the “Board”) also should refer to the Company’s
Corporate Governance Guidelines for additional policies that
specifically govern the conduct of Board members.
After carefully reviewing this Code, you must sign the acknowledgment
attached as Exhibit A hereto, indicating that you have received,
read, understand and agree to comply with this Code. The acknowledgment
must be returned either electronically in a manner provided for by the
Company or to the Company’s Chief Legal Officer or his designee within ten (10) business days of your receipt of this Code and on an annual
basis as may be required by the Company.
B. Honest and Ethical Conduct
Each Covered Person must always conduct himself or herself in an honest and ethical manner. Each Covered Person must act with high standards of
personal and professional integrity and not tolerate others who attempt
to deceive or evade responsibility for their actions. All actual or
potential conflicts of interest between personal and professional
relationships must be handled honestly, ethically and in accordance
with the policies specified in this Code. In addition, all Covered
Persons must act with integrity in discussions with, or requests for
information from, the Board, regulatory agency officials and government
officials, as well as in dealings with business partners and
shareholders.
C. Fair Dealing
We have a history of succeeding and growing through honest business
competition. We seek competitive advantages through superior
performance, not through unethical or illegal business practices. Each
Covered Person should endeavor to respect the rights of, and to deal
fairly with, the Company’s tenants and other customers, suppliers,
competitors, employees and other persons with whom the Company
transacts business. No Covered Person should take unfair advantage of
anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts, or any other unfair
dealing practice.
D. Compliance with Applicable Governmental Laws, Rules and Regulations
Obeying the law both in letter and in spirit is the foundation on which
the Company’s ethical standards are built. All Covered Persons must
respect and obey the laws, rules and regulations (including insider
trading laws) of the jurisdictions in which we operate and the rules
and regulations applicable to the Company’s business, including those
of the New York Stock Exchange (the “NYSE”) and the
Securities and Exchange Commission (the “SEC”).
Although not all Covered Persons are expected to know the details of
the laws, rules and regulations to which the Company is subject, it is
important to understand enough to determine when it is necessary or
appropriate to seek advice from supervisors, managers or other persons,
including the Chief Legal Officer, who can provide guidance on such
matters.
Disregard of the law will not be tolerated. Violation of any applicable
laws, rules and regulations may subject an individual, as well as the
Company, to civil or criminal penalties. Covered Persons should be
aware that conduct and records, including e-mails, are subject to
internal and external audits and to discovery by third parties in the
event of a government investigation or civil litigation. Consequently,
it is in everyone’s best interest to understand and comply with the
laws, rules and regulations applicable to the Company.
E. Conflicts of Interest
All Covered Persons must avoid any situation in which personal
interests conflict, or have the appearance of conflicting, with those
of the Company. Covered Persons may not accept any benefits from the
Company that have not been duly authorized and approved pursuant to
Company policy and procedures. Transactions or arrangements with
trustees and executive officers that may involve a conflict of interest
are prohibited unless they have been specifically approved in advance
by a majority of the disinterested trustees or otherwise comply with
the Company’s Related Party Transaction Policy (to the extent
applicable). Exceptions may be made only after review and approval of
specific or general categories by the Chief Legal Officer (in the case
of employees) or the Company’s Corporate Governance and Nominating
Committee (the “Governance Committee”) or the full
Board (in the case of executive officers or trustees).
Trustees and executive officers of the Company should refer to the
Company’s Related Party Transaction Policy.
A “conflict of interest” occurs when a person’s private interest
interferes in any way (or even appears to interfere) with the interests
of the Company. A conflict situation can arise, for example, when a
Covered Person takes actions or has interests that may make it
difficult to perform his or her work for the Company objectively and
effectively. Conflicts of interest also arise when a Covered Person, or
any Family Member (as defined below) of such person, receives improper
personal benefits because of his or her position at the Company.
However, the Company recognizes that its corporate structure and
business investments do not make it practicable or desirable to avoid
all relationships that could give rise to conflicts of interest.
Accordingly, conflicts of interest, potential conflicts of interest or
relationships which are identified as giving rise to potential
conflicts of interest that are approved by, or at the direction of, the
full Board or the Governance Committee are permitted.
If you have any questions about a potential conflict of interest or if
you become aware of an actual or potential conflict, you should discuss
the matter with your supervisor or the Chief Legal Officer. Supervisors
may not authorize conflict of interest matters or make determinations
as to whether a problematic conflict of interest exists without first
seeking the approval of the Chief Legal Officer and providing him with
a written description of the activity. For the avoidance of doubt,
executive officers and trustees of the Company must seek authorizations
and determinations from the Governance Committee or the full Board in
accordance with the Company’s Related Party Transaction Policy.
Some conflict of interest situations involving trustees, executive
officers and other employees who occupy supervisory positions or who
have discretionary authority in dealing with any third party specified
below may include the following:
- any significant ownership interest in any tenant or service provider;
- any consulting or employment relationship with any tenant, service
provider, supplier or competitor;
- any outside business activity that detracts from an individual’s
ability to devote appropriate time and attention to his or her
responsibilities with the Company;
- the receipt of non-customary gifts or entertainment or those that are
excessive in value from any company with which the Company has current
or prospective business dealings;
- being in the position of supervising, reviewing or having any
influence on the job evaluation, pay or benefit of any Family Member;
and
- selling anything to the Company or buying anything from the Company.
Such situations, if material, should be discussed with the Chief Legal
Officer.
For purposes of this Code, “Family Member” generally
means a person’s spouse, parents, children and siblings, whether by
blood, marriage or adoption, or anyone residing in such person’s home.
F. Corporate Opportunities
Covered Persons owe a duty to the Company to advance its legitimate
interests when the opportunity to do so arises. Except as set forth
below, Covered Persons must offer to the Company any business
opportunities related to the Company’s target assets and business
activities (as described in the periodic reports filed by the Company
from time to time with the SEC, together with any other assets that the
Board determines from time to time will be a target asset or potential
investment or business of the Company). Covered Persons are prohibited
from: (i) taking for themselves opportunities that are discovered using
Company property, information or position, unless such opportunities
are presented to the Board and the Board declines to pursue such
opportunities; (ii) using Company property, information or position for
improper personal gain; or (iii) competing with the Company. However,
as indicated above and disclosed in the Company’s periodic reports
filed with the SEC, the Company controls, or has arrangements under
which the Company manages the business or assets of other companies or
entities or develops or leases their properties. Additionally, it is
understood that certain trustees may, directly or indirectly, engage in
the same or similar activities or lines of business as the Company.
These trustee relationships and the Company’s management of third-party
entities may result in potential competition between the business
activities conducted, or sought to be conducted, by the Company and its
affiliates.
The Company believes that these and similar arrangements that might
arise in the future are important to the success of the Company. The
Company recognizes that it would not be practicable or desirable in all
circumstances to prohibit competition with the Company. From time to
time business opportunities may arise which might be suitable for the
Company and one or more entities with which the Company has such a
relationship. In such circumstances the opportunity may be directed by
management of the Company in accordance with any agreements or
historical relationship between the Company and the other entity.
However, business opportunities which are presented to trustees,
officers or employees of the Company either in their capacity as such
or specifically for the use and benefit of the Company must be first
presented to the Company before being directed elsewhere.
G. Compliance Procedures; Reporting Violations
The Company expects all Covered Persons to work to ensure prompt and
consistent action against violations of this Code. This Code covers a
wide range of business practices and procedures, but it does not
address every applicable law or respond to every ethical question or
concern that may arise. Nonetheless, the general guidelines of this
Code provide each Covered Person with the Company’s expectations
regarding business dealings.
Any Covered Person who becomes aware of any existing or potential
violation of this Code or any law, rule or regulation or Company policy
has an obligation to report his or her complaint or concern to his or
her supervisor, to human resources, to the Chief Legal Officer or the
Chairperson of the Audit Committee of the Board (if such complaint or
concern is related to financial, accounting or auditing matters) at the
addresses below, or through the Company Ethics Hotline (the “ Ethics Hotline”), which is administered and monitored
by human resources, the Chief Legal Officer and Chairperson of the
Audit Committee of the Board (the “Audit Committee”).
If you are uncomfortable using any of these procedures for reporting
violations or concerns, you may contact the Audit Committee directly at
the address below.
No Covered Person should report any existing or potential violation of
the Code or any law, rule or regulation or Company policy to any person
who is involved in the matter giving rise to the existing or potential
violation. When using the Ethics Hotline, Covered Persons may remain
anonymous. However, bear in mind that in some cases anonymity may
hinder a full investigation of the issue. If you do choose to remain
anonymous, please be sure to provide a sufficiently detailed
description of the factual basis of the allegation so that an
appropriate investigation can be performed.
All concerns will be taken seriously by the Company and, when
appropriate, the Company will fully investigate each allegation. This
may include talking to any individuals directly involved, as well as to
others who may possess information pertinent to the situation. Covered
Persons are expected to cooperate fully with internal investigations of
wrongdoing or misconduct, and failure to cooperate fully with any such
investigations will lead to disciplinary action, up to and including
termination.
The Company will not tolerate any retaliation against any Covered
Person for raising, in good faith, a possible violation of this
Code or of a law, rule or regulation. Retaliation for reporting a
federal offense is illegal under federal law. Any person who
participates in retaliatory conduct will be subject to disciplinary
action up to and including termination of employment. Misusing this
Code by knowingly or recklessly providing false information to the
Company may also result in appropriate disciplinary action.
Every trustee, officer, manager and supervisor who receives a complaint
or a report alleging or regarding an actual or potential violation of
this Code or of a law, rule or regulation has, without exception, the
responsibility to immediately communicate such complaint to the Chief
Legal Officer or the Chairperson of the Audit Committee of the Board
(if such complaint or report is related to financial, accounting or
auditing matters) or report it to the Ethics Hotline.
Notwithstanding anything to the contrary herein or therein, nothing in
this Code or in any other Company policy or agreement that a Covered
Person, or any former Covered Person, may have with the Company or any
of its affiliates, including any employment, severance, confidentiality
or similar agreement, is intended to or does restrict or prohibit a
Covered Person or former Covered Person from reporting possible
violations of law or regulation directly to, or from filing a claim or
assisting with an investigation directly with, a self-regulatory
authority or a government agency or entity, including without
limitation the U.S. Equal Employment Opportunity Commission, the
Department of Labor, the National Labor Relations Board, the Department
of Justice, the SEC, the Congress of the United States, and any agency
Inspector General, or from making other disclosures that are protected
under the whistleblower provisions of state or federal law or
regulation (“Protected Disclosures”), whether such
disclosures are made as a result of a Covered Person initiating
communications directly with or responding to any inquiries from such
government agency or entity. Covered Persons do not need the prior
authorization of the Company to make Protected Disclosures and do not
need to notify the Company that they have made Protected Disclosures.
H. Accounting Complaints
The Company’s policy is to comply fully with all applicable financial
reporting and accounting regulations. If any Covered Person has
unresolved concerns or complaints regarding questionable accounting,
internal control or auditing matters concerning the Company, such
person is encouraged to submit such concerns or complaints in
accordance with the Company’s Complaint Procedures for Accounting and
Auditing Matters.
I. Public Disclosure
The Company is committed to providing full, fair, accurate, timely and
understandable disclosure in the current reports, periodic reports and
other information it files with or submits to the SEC and in other
public communications, such as press releases, earnings conference
calls and industry conferences, made by the Company or on the Company’s
behalf. In meeting such standards for disclosure, the Company’s
officers and trustees shall always strive to comply with the Company’s
disclosure obligations and, as necessary, appropriately consider and
balance the need or desirability for confidentiality with respect to
non-public negotiations or other business developments.
The Company’s Chief Executive Officer and Chief Financial Officer are
responsible for establishing effective disclosure controls and
procedures and internal control over financial reporting within the
meaning of applicable SEC rules and regulations. The Company expects
the Chief Executive Officer and the Chief Financial Officer to take a
leadership role in implementing such controls and procedures and to
position the Company to comply fully with its disclosure obligations
within the timeframe required under applicable SEC rules and
regulations. To fulfill such obligation, the Chief Executive Officer
and the Chief Financial Officer, along with the principal accounting
officer or controller and persons performing similar functions, as
applicable (each a “Principal Officer”), must:
- carefully review drafts of reports and documents the Company is
required to file with, or submit to, the SEC before they are filed, or
submitted, and Company press releases or other public communications
before they are released to the public, with particular focus on
disclosures each Principal Officer does not understand or agree with
and on information known to the Principal Officer that is not reflected
in the report, document, press release or public communication;
- comply with the Company’s Disclosure Controls, Policies and
Procedures as in effect from time to time, which have been designed to
ensure that the information required to be disclosed by the Company in
its SEC filings is collected, processed, summarized and disclosed in a
timely fashion and accumulated and communicated to the appropriate
persons; and
- promptly bring to the attention of the Company’s Disclosure
Committee (the “Disclosure Committee”), or a member
thereof, any material information of which a Principal Officer may
become aware that affects the disclosures made by the Company in its
public filings, any material information that may assist the Disclosure
Committee in fulfilling its responsibilities, matters that a Principal
Officer feels could compromise the integrity of the Company’s financial
reports or disagreements on accounting matters.
In addition, each such person having direct or supervisory authority
regarding these SEC filings or the Company’s other public
communications concerning its general business, results, financial
condition and prospects should, to the extent appropriate within his or
her area of responsibility, consult with other Company officers and
employees and take other appropriate steps regarding these disclosures
with the goal of making full, fair, accurate, timely and understandable
disclosure.
J. Confidential Information
All Covered Persons have responsibility for maintaining the
confidentiality of information entrusted to them by the Company, its
tenants or other customers, suppliers or joint venture partners,
including any information that might be useful to competitors or, or
harmful to, the relevant company if disclosed. Except as legally
required or expressly authorized by the Company’s Chief Executive
Officer or the Chief Legal Officer, every Covered Person who has access
to confidential Company information must maintain its confidentiality.
If there are any questions concerning confidential information or the
treatment of what is believed to be confidential Company information,
please contact the Company’s Chief Legal Officer.
K. Insider Trading
Covered Persons who have access to confidential information are not
permitted to use or share that information for stock trading purposes
or for any other purpose except the conduct of the Company’s business.
All non-public information about the Company should be considered
confidential information. To use non-public information for personal
financial benefit, or to “tip” others (including without limitation
friends and Family Members) who might make an investment decision based
on this information, is not only unethical but also illegal. For a more
detailed discussion of the insider trading laws, please refer to the
Company’s Insider Trading Policy, which can be obtained from the Chief
Legal Officer. The purpose of the Insider Trading Policy is to inform
all Covered Persons of their legal responsibilities and clearly
establish the Company’s procedures for trading in the Company’s
securities.
L. Protection and Proper Use of the Company’s Assets
All Covered Persons should protect the Company’s assets and ensure
their efficient use. Theft, carelessness and waste have a direct impact
on the Company’s profitability. Any suspected incident of fraud or
theft should be immediately reported to the Company’s Chief Legal
Officer or through the Ethics Hotline. All of the Company’s assets
should be used for legitimate business purposes and should not be used
for non-company business, although incidental personal use may be
permitted with the permission of your supervisor. The Company has the
ability, and reserves the right, to monitor all electronic and
telephonic communications on Company-issued devices and Company
electronic mail.
M. Waivers of or Changes to the Code of Business Conduct and Ethics
It may be appropriate for a provision of this Code to be waived in a
particular circumstance. Any waiver of, or changes to, this Code that
apply to executive officers or trustees of the Company may be made only
by the Governance Committee or another committee of our Board
comprising solely independent trustees or a majority of our independent
trustees and must be promptly disclosed to shareholders as required by
law or regulation of the SEC and the rules of the NYSE. In particular,
to the extent that such committee determines to grant any waiver of
this Code for an executive officer or trustee, the waiver shall be
disclosed to shareholders within four business days of such
determination through a press release, providing website disclosure, or
by filing a current report on Form 8-K with the SEC. Any other Covered
Person seeking a waiver should speak to his or her supervisor, who, in
turn, should obtain the approval of the Chief Legal Officer regarding
such matter.
N. Administration and Implementation
The Governance Committee has overall responsibility for administering
and interpreting this Code. The Chief Legal Officer is responsible for
the implementation of this Code.
O. Website Disclosure
This Code, as may be amended from time to time, shall be posted on the
Company’s website. The Company shall state in its annual proxy
statement that this Code is available on the Company’s website and
provide the website address.
Approved: June 23, 2017
Amended: February 18, 2020