Addressing Conflicts of Interest
As employees of Realogy, we all need to provide undivided business loyalty to the company and make our business decisions based on sound business judgment about what is in Realogy’s best interest. Fundamental to these goals is avoiding conflicts of interest in the performance of our jobs. A conflict of interest can arise when an employee has personal, family or professional interests that may interfere with duties to Realogy or make it difficult to perform Realogy work objectively or effectively. Conflicts range from giving or receiving gifts to taking part-time jobs or outside board positions to maintaining personal relationships with vendors, clients, other employees and independent contractors. For the integrity and credibility of our company, we must try to avoid actual, potential and perceived conflicts of interest in our work. Even the appearance of such a conflict can damage your reputation or the reputation of the company.
While we cannot always avoid conflicts, we can take steps to ensure that they are transparent to the company and minimize their impact on our company and our work environment. Keep in mind that, as individuals, we are not the best judges of whether an arrangement or relationship is likely to interfere with our work or otherwise creates a conflict of interest. If you become aware of an actual or potential conflict of interest, you have an obligation to disclose it to your manager and the Code of Ethics Line.
What are the conflicts of interest I need to report?
We cannot anticipate or address every type of conflict you may face at work. One guiding principle in identifying a conflict of interest is this: Any relationship or arrangement that may tempt you to put your interests (or the interests of a family member or friend) above or in competition with the company’s interests presents a possible conflict. Any conflict must be reported so it can be either avoided or managed with the full knowledge of your manager and the Ethics & Compliance department by reporting to the Code of Ethics Line. The most common types of conflicts of interest fall under four categories:
- Personal relationships (relationships with another employee, client or vendor)
- Personal investments and business opportunities (involving employees, Realogy opportunities or Realogy competitors)
- Positions outside of work (a second job or board position)
- Gifts and Entertainment (giving or receiving gifts or other benefits related to your job)
Personal Relationships
In making decisions about employment matters or transactions with vendors or clients, we need to ensure the best outcomes for the company by avoiding situations that may inappropriately affect our judgment. Personal relationships—whether family, friend or romantic—can complicate business decisions. Even when you believe you are exercising objective business judgment, the existence of a personal relationship may influence, or appear to influence, your decisions and thus create a conflict of interest. For that reason, with very limited exceptions, our company policy prohibits family members and romantic partners to be employed in the same reporting line at Realogy. Similarly, we do not permit our employees to select, recommend or retain vendors or to set terms of transactions with clients, with whom they have a personal relationship, unless the relationship has been disclosed and any conflict can be effectively minimized.
When to Report a Personal Relationship
You should report a personal relationship conflict to your manager and the Ethics & Compliance department by reporting to the Code of Ethics Line if your relative, friend, romantic partner, or member of your household:
- Works for Realogy or is applying for work at Realogy
- Owns or works for an existing vendor, a vendor under consideration, a Realogy competitor, or any third party with a relationship with Realogy (e.g., clients, franchisees or charitable organizations)
- Is affiliated with NRT as an independent sales associate or leases office space to NRT
- Is otherwise in a position to benefit from a connection to Realogy
Personal relationship conflicts should be reported at the time they arise and updated annually for as long as the potential conflict exists.
Personal Investments and Business Opportunities
Through your position at Realogy, you may be presented with ideas and opportunities related to Realogy’s existing or potential business from employees, clients, vendors, independent contractors or other third parties. You have a duty to advance the company’s interests when opportunities arise. You may not pursue these opportunities, or provide them to others, through investment or otherwise, without prior approval from the Ethics & Compliance department.
In addition, to avoid other conflicts of interest, we restrict certain financial arrangements involving employees and competitors. Employees in the same reporting line should avoid making joint financial investments or other financial arrangements between them, including loans, outside of work. We also do not permit material investments in Realogy’s competitors or investments that require a significant time commitment from a full-time employee, unless you have received prior approval from the Ethics & Compliance department.
When to Report a Personal Investment
A personal investment must be disclosed to your manager and the Ethics & Compliance department by reporting to the Code of Ethics Line if it involves:
- Your work at Realogy or a confidential idea that Realogy previously considered or pursued
- An investment with or a significant loan to another Realogy employee
- A material investment in any Realogy competitor or real estate industry vendor
- An investment in a business venture that requires your active participation or a significant time commitment that may interfere with your ability to perform your duties
These personal investments should be disclosed prior to making any financial commitment. Personal investment conflicts reporting should be updated annually.
Positions Outside of Work
Your work for Realogy should remain a primary concern throughout your tenure with the company. Outside activities—such as jobs with another company, board positions or government positions—should be carefully examined to ensure that they do not interfere with your job at Realogy as a result of a substantial time commitment or divided professional loyalties. Participation in any outside activities or organizations, particularly those that may relate to your role at Realogy, should be reported to your manager and the Code of Ethics Line for approval if they meet any of the noted criteria.
When to Report a Position Outside of Work
Any paid or unpaid position outside of your work at Realogy should be disclosed to your manager and to the Ethics & Compliance department by reporting it to the Code of Ethics Line for approval if it involves:
- A job with another organization
- A government position
- A board position with any for-profit organization
- A role with any organization in the real estate industry
You are not required to report volunteer work you perform for charitable or political organizations so long as the position does not fall into one of the categories above. Outside positions that require reporting to the Code of Ethics Line should be disclosed before you accept the position and updated annually. We may deny a request if the position may affect your ability to perform your job or presents a competitive conflict of interest within the real estate industry.
Appropriate Gifts and Entertainment
Within reasonable limits and under the right circumstances, gifts and entertainment are a normal part of business. For example, dinner with a customer or vendor or a token gift of appreciation is usually an acceptable business exchange and can be an effective way to build goodwill in a business relationship. We must exercise care though. Gifts and entertainment can vary widely in value and their purpose can be subject to interpretation. The value and circumstances surrounding a gift or entertainment event will determine whether it complies with our policies. As a threshold matter, Realogy employees may never request a gift, entertainment, or even special treatment (such as upgrades or discounts) from any Realogy vendor, potential vendor or customer. In addition, we must be very careful that we never exploit (or even appear to exploit) our corporate positions/titles or the company’s buying power for our own personal benefit.
It is important that we conduct our relationships at work with the highest degree of integrity and work to avoid any perception of influence over our business decisions by strictly adhering to our company policy on giving and receiving gifts.
Generally speaking, our company permits the giving and receiving of gifts and entertainment of value so long as they (a) could not be perceived as a bribe or an attempt to influence a business decision, (b) are not intended to, and do not, create a sense of obligation for any party involved, and (c) do not involve any of the following:
- Gifts with a value exceeding US$200
- Gifts of cash or its equivalent
- Gifts to or from a government official or their family member or representative
- Gifts to or from a party in active or recently concluded negotiations with us
- A violation of law or industry regulation
If you have been offered or intend to offer a gift or entertainment opportunity that does not meet all of the criteria outlined in this section for a permissible gift, you should report the gift through the Code of Ethics Line and receive approval before proceeding. All gifts given or received outside of the United States must be approved in advance through the Code of Ethics Line.
Special rules on gifts and entertainment apply when conducting business with government officials or government-owned entities. This area of the law can be complex. Contact the Ethics & Compliance department for guidance in such situations. For more information about gifts and entertainment, consult Realogy’s Gift Policy.
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