• About Acxiom

OVERVIEW:

With the understanding that how Acxiom does business and treats others will define Acxiom to the rest of the world, Acxiom has always sought to hire and employ professional, competent people who will make the right decisions in difficult situations. Acxiom associates are expected to behave honestly and with integrity in all of their business practices. Acxiom associates share a responsibility to fulfill their commitments to each other, clients, vendors, and Acxiom and to do so with integrity. By doing so, associates can help shape Acxiom’s reputation in a favorable way.

Acxiom’s commitment to doing the right things for the right reasons remains constant. It is the cornerstone of an associate’s success as an individual and as part of the Company. It is Acxiom’s policy to comply with all laws and regulations applicable to its business around the world, and beyond this, to act in an honest and ethical manner at all times. Associates must NEVER “assume” or “read between the lines” that Acxiom wants them to violate the law or to act unethically in their work. The best thing associates can do when faced with an ethical situation is to ASK for help.

These Guidelines to Business Ethics set forth the principles for identifying ethical situations and the procedure for reviewing and addressing those prospective situations to insure that they do not improperly affect Acxiom business. Associates are expected to become familiar with the contents of these Guidelines and use them as a roadmap when they are unsure what decision or action is appropriate. Policies referenced throughout these Guidelines can generally be found in the Associate Support Book (ASB) and should be reviewed for further information and clarification.

Although no document could possibly describe every problem or ethical challenge associates may encounter in their work, these Guidelines, combined with Acxiom’s core values, additional policies contained in the Associate Support Book, and guidance from Acxiom Leaders and Human Resource associates, will help associates find the right course. Associates can turn to the Ethics Reporting Tool (see section entitled “Disclosing Potential Conflicts or Getting Advice”) for help in reaching the right ethical decision or to report ethical violations as well.

RESPONSIBILITIES:

To fully achieve an ethical environment, every Acxiom associate must fulfill certain roles and responsibilities.

Acxiom is responsible for:

• Developing policies and guidance that explain Acxiom’s position on business ethics and an associate’s related obligations.
• Answering questions and providing advice to associates on ethical issues as they arise.
• Taking appropriate action to prevent future ethical violations. Acxiom will achieve this by restricting the discretion of associates who have failed to follow these Guidelines in the past and/or taking disciplinary action against such associates.
• Maintaining working conditions supportive of associates’ ethical responsibilities.
• Investigating alleged violations of these Guidelines.
• Maintaining confidentiality to the extent consistent with Acxiom’s fulfillment of its legal and ethical obligations of reported ethics violations.
• Protecting associates who, in good faith, report actual or reasonably suspected ethics violations.

Leaders have a special responsibility for:

• Demonstrating ethical behavior by example.
• Ensuring that all associates understand these Guidelines.
• Stressing the need for commitment to these Guidelines.
• Maintaining a workplace environment that encourages the discussion of ethical issues without fear of reprisal.
• Supporting any ethics investigations when called upon.
• Communicating the expectation that Acxiom’s contractors, vendors and agents comply with these Guidelines.

All associates are responsible for:

• Knowing, understanding, and complying with these Guidelines.
• Contributing to a workplace environment that is conducive to upholding these Guidelines.
• Seeking help from Human Resources when the proper course of action is unclear or unknown to them.
• Being sensitive to behavior by other associates, vendors, contractors or agents that is illegal or unethical.
• Reporting violations of these Guidelines.
• Learning the basic legal and regulatory requirements that pertain to their jobs.

VIOLATIONS:

Depending on the nature and severity of the violation, Acxiom will take appropriate disciplinary action to resolve the situation up to and including termination. Additionally, Acxiom may seek to prosecute associates, former associates and non-associates who violate the law in their role as Acxiom associates, vendors, contractors or agents of Acxiom.

ETHICAL GUIDELINES

Workplace Issues

Acxiom is a diverse company, bringing together men and women of many nationalities, races, religions, and political persuasions from all over the world. Respect for the differences in backgrounds, experiences, perspectives, and talent that each individual associate brings to a team is a fundamental value. Each associate has responsibility for creating and sustaining a pleasant, secure, and productive working environment. Associates are expected to work in harmony with their colleagues throughout Acxiom and must always treat each other with fairness, dignity, and respect. Associates should strive to communicate ideas and concerns in an honest and clear manner. They should make sure that criticisms are both direct and constructive and accept candid feedback from others in the same spirit. Developing an ability to resolve problems and work effectively as team members is an important and ongoing challenge. Acxiom is committed to a work environment that respects the rights and cultural differences of all associates world wide and one that is free of behavior that may offend a fellow associate’s dignity.

Equal Employment Opportunity and Anti-Harassment

As part of Acxiom’s commitment to a quality workplace, it is Acxiom’s policy and practice to make all employment decisions, including recruiting, hiring, training, promotions or other employment of associates or the awarding of subcontracts without regard to race, color, religion, national origin, sex, age, physical or mental disability, military service, sexual orientation, genetics or any other protected status. Acxiom believes that a work environment that reflects diversity and is free of discrimination, harassment, intimidation, and retaliation will result in a productive and efficient work force. In carrying out this commitment to equal opportunity, Acxiom prohibits harassment or discrimination on the basis of any of these protected statuses. Associates who feel they are the victims of unlawful harassment or discrimination must contact their Leader or Human Resources immediately. All complaints or allegations of discrimination will be investigated. Confidentiality will be maintained to the maximum extent practical, and retaliation against individuals who report complaints will not be tolerated. (For Acxiom’s full Equal Employment Opportunity and Anti Discrimination policy, see section 2.1 of the ASB.)

Client Relationships

Acxiom associates are expected to always deal with clients in a straightforward, trustworthy and honest manner. Clients should know that they can depend not only on Acxiom products and services, but on Acxiom’s word and corporate character. Acxiom takes pride in its integrity.

Acxiom Assets

Acxiom associates have a responsibility to protect the corporation’s assets and ensure their efficient use. Theft, carelessness, and unnecessary waste have a direct impact on the Company’s profitability and, ultimately, on all associates’ jobs. Supplies and equipment purchased by Acxiom are intended to be used for Acxiom business purposes only. Everyone involved in operating equipment bears a responsibility for understanding its proper use and maintaining it in good condition. Acxiom associates are expected to report situations (e.g., damage, theft, or unauthorized use) to Acxiom Security that threaten the security or condition of Acxiom property to Acxiom Security.

Proprietary Information

Information is a key corporate asset. A critical factor in Acxiom’s success is the maintenance of strict security and confidentiality with regard to Acxiom, client and prospect data and proprietary information. The importance of maintaining the confidentiality of client information and of Acxiom’s proprietary technology and trade secrets cannot be overstated. Associates who have access to proprietary and confidential information must take precautions to keep it confidential. Associates are expected to be very cautious in discussing Company business in public and must use extra care in transmitting confidential materials whether by email, phone, fax or other mode of communication. Remember that an associate’s obligation to protect Acxiom’s confidential information continues even after he/she leaves the Company. (For Acxiom’s full Confidential Information policy, see section 2.7 of the ASB. Also, associates should review their obligations outlined in the Acxiom Global Privacy Education and Certification, the completion of which is required of Acxiom associates, worldwide, annually.

Conflicts of Interest

A conflict of interest is a situation in which a person, such as an Acxiom associate, has a private or personal interest sufficient to influence (or appear to influence) the objective exercise of his or her responsibilities as an Acxiom associate. These conflicts may include the following areas:

Personal Conflict of Interest:

Personal conflicts of interest arise when actions occur that are influenced or are perceived to be influenced by a desire for personal gain to the detriment of Acxiom or fellow associates. The gain could be for the benefit of the associate, a relative, or another third party.

Business Conflict of Interest:

A business conflict of interest arises when an associate’s actions are influenced or are perceived to be influenced by the outside business activities of the associate, a relative, or another third party.

Acxiom associates are expected to avoid all conflicts of interest and not place themselves in situations that might force them to choose between personal, business or financial interests and the interests of Acxiom. The following basic principles will guide an associate’s conduct:

• When fulfilling Acxiom responsibilities or otherwise acting in any capacity as an Acxiom associate, associates must always act in the best interests of Acxiom.
• Associates must never allow personal business or financial interests to compromise or appear to compromise their loyalty and dedication to the best interests of Acxiom.
• Associates must disclose potential conflicts, seek advice from their Leader and err on the side of caution.

Acxiom reserves the right to determine when an associate’s activities conflict with its best interests and to take whatever action is necessary to resolve the situation. (For Acxiom’s full Conflicts of Interest policy, see section 2.6 of the ASB.)

Gifts Policy

Business practices and common courtesy sometimes require that gifts, favors, and entertainment be extended to or received from current or prospective clients. Business gifts and entertainment can be designed to build understanding and goodwill among business partners. The problem arises when they begin to compromise - or even appear to compromise - an associate’s ability to make objective and fair business decisions. Offering or receiving any gift, gratuity or entertainment that might be perceived to unfairly influence a business interaction involves an associate in a conflict of interest situation.

These Guidelines on gifts and entertainment apply to anything given as a result of a business relationship for which the recipient does not pay fair market value. If a decision is unclear, an associate should ask Human Resources for clarification.

Giving of Client Gifts, Favors, and Entertainment

Gifts, favors, and entertainment may be extended to any client or prospective client when all of the following conditions are met:

• They are not in violation of any applicable law.
• They are not for the purpose of securing a preferential client action but rather are given as a courtesy or to build goodwill.
• They are not in violation of generally accepted ethical standards.
• They are consistent with customary business practices.
• They are of limited value and are in such form that they cannot be construed as a bribe or payoff.
• The client has not advised that it has a policy against or otherwise limits receipt of gifts, favors, and entertainment by its employees and agents. Any such client policy must be strictly adhered to.
• Public disclosure of the facts surrounding them would not embarrass Acxiom or the client in any way.

Examples of acceptable gift giving:

• Welcome gift baskets, cans of popcorn, holiday food baskets, cookies
• Sponsorship of a hole at golf tournaments
• Celebratory dinners
• Sporting event outings
• Acxiom shirts, sweatshirts, windbreakers, pens, etc.
• Sponsorship of an evening event for a small group
• Contribution to a client charity of choice

Receipt of Employment-Related Gifts

Associates and their immediate family members and friends may accept gifts, favors, and entertainment from vendors or clients, only if all of the following conditions are met:

• The gift, favor or entertainment does not go beyond common courtesies usually associated with accepted business practice.
• The gift or series of gifts from a single source does not exceed the fair market value of $100 in any twelve (12) month period.
• The gift is not cash or a cash equivalent (gift certificates, credits, etc.)
• The associate is not involved in a pending purchasing decision.

Additionally, associates may accept an invitation to lunch, dinner, and occasional tickets to sporting or cultural events (ball games, concerts, etc.) as an expression of normal business courtesy, provided that they are not intended to induce special consideration or advantage. Associates need to exercise personal judgment in determining whether acceptance would be appropriate in a given circumstance or could appear to affect their impartiality.

Any exceptions to this policy for an associate must be approved by his or her Organization Leader, and any exceptions for a Company Leadership Team member must be approved by two other Company Leadership Team members.

Purchasing and Vendor Relationships

Acxiom selects vendors fairly on the basis of price, quality, performance, and suitability of their product or service for the overall benefit of Acxiom. To this end, associates involved in or influencing purchasing decisions must:

• Always follow the applicable purchasing policies regarding travel, office supplies, computer equipment, etc.
• Never accept a bribe or kickback.
• Disclose to your Leader any potential conflict of interest that may arise when the associate or the associate’s relative or close friend may have a personal stake in a company that supplies or seeks to supply goods or services to Acxiom.
• Never use personal relationships to improperly influence dealings with a client, vendor or potential client or vendor.
• Always follow the Receipt of Employment-Related Gifts policy found in these Guidelines.
• During a Request For Proposal (RFP) or similar process, never accept any gifts or favors from any vendor.

Vendor or Client Sponsored Training, Educational or Similar Events

In the course of ordinary business, many vendors and clients extend invitations to training, educational or similar events to Acxiom associates. In some cases, vendors or clients will pay or reimburse Acxiom for any related costs. Prior to any associate accepting and participating in these events, careful consideration should be given to the following:

• Is there a business justification that supports attendance?
• Are there any reasons that the associate should not attend, for example, currently in the RFP process, in active negotiations, or in a dispute with the vendor?
• What will be the internal and external perception of attendance at the event?

In all cases, associates are expected to obtain approval from their Leader prior to accepting any invitation for these activities.

Employment Outside Acxiom

Acxiom recognizes and respects an associate’s right to engage in activities outside of employment with Acxiom that are private in nature and do not conflict with or reflect poorly on Acxiom. However, certain employment situations outside Acxiom may result in a conflict of interest. It is the associate’s responsibility to ensure that this activity does not conflict with Acxiom’s interests by not:

• Doing work for another company or for himself/herself on Acxiom time;
• Performing services for an Acxiom competitor at any time;
• Using Acxiom equipment and supplies, or the time of any Acxiom associate, for outside employment;
• Promoting products or services from an outside business to other Acxiom associates during working hours; or
• Capitalizing on Acxiom business relationships with clients or vendors to promote an outside business interest.

Associates have a duty to disclose to Acxiom any activity in which they are engaged outside of their employment that conflicts with the interests of Acxiom, including its economic interests. (For Acxiom’s full Outside Employment Activities and Solicitations/Distribution of Literature policies, see sections 2.10 and 3.4 of the ASB.)

Stock Trading

Whenever an associate has “material” non-public information relating to Acxiom, neither the associate nor anyone in his/her immediate family may buy or sell Acxiom stock nor may the associate disclose the information to anyone else. The same rules apply with respect to an associate’s having material non-public information about a client, vendor or any public company with which Acxiom does business. Failure to follow these Guidelines may subject the individual and/or Acxiom to potential civil and criminal liability under the federal securities laws and the various rules and regulations of the Securities and Exchange Commission (the “SEC”). (For Acxiom’s full Stock Trades by Associates policy, see section 6.3 of the ASB.)

Other Examples of Conflicts of Interest

The following are additional non-exclusive examples of some common types of conflicts of interest situations.

Self Dealing. An associate working for Acxiom uses his/her position and contacts at or acquired through Acxiom to secure work for a private company he/she owns.

Accepting benefits. This includes any gift or favor extended to or received from current or prospective clients that might be perceived to unfairly influence a business transaction, and it includes bribes.

Influence peddling. This involves the solicitation of benefits by an associate in exchange for using his/her influence to unfairly advance the interests of a particular company or product within Acxiom.

Using Acxiom property for private advantage. Examples include taking office supplies for home use and using software, which is licensed to Acxiom, for private consulting work. Note that while Acxiom’s permission eliminates the conflict in the first case, in the second, it does not.

Using confidential information. As an example, while working with a client, an associate learns that the client is planning to increase their price by 10%. The associate then quickly rushes out and buys the client’s product before they implement the price increase.

If an associate believes that a transaction, relationship or circumstance creates or may create a conflict of interest, the associate must promptly report this concern to his/her Leader.

COMPETITIVE INFORMATION

An important part of successfully competing in the marketplace is knowing what Acxiom’s competitors are doing. Although it is important to gather competitive information, we must do so in an ethical and legal manner. The following dos and don’ts are provided to help associates do their jobs effectively while supporting a competitive business intelligence process.

Competitive Intelligence Dos

• DO understand and observe these Guidelines.
• DO read and collect information from the public domain relating to Acxiom’s markets (geographic and product), clients, competitors, etc.
• DO return or destroy another company’s confidential or proprietary information that you receive inadvertently or accidentally.
• DO protect Acxiom’s confidential and proprietary information against deliberate theft or accidental loss.
• DO notify your Leader if you are aware that others have disclosed confidential information or that third parties are attempting to acquire Acxiom information.
• DO understand that others are trying to gain information about Acxiom and its processes, products, and services and take precautions to prevent this from happening.

Competitive Intelligence Don’ts

• DON’T lie or misrepresent yourself while gathering information.
• DON’T tape record conversations without consent.
• DON’T deliberately mislead anyone in an interview for employment or disclose or collect sensitive information while interviewing a candidate.
• DON’T exchange pricing information about clients or markets, or any other competitively sensitive information, with any competitor.
• DON’T knowingly provide misinformation.
• DON’T attempt to obtain trade secrets of competitors or recruit associates with the intent of obtaining trade secrets.

PUBLIC REPORTING

Acxiom is a public company and as a result files reports and other documents with the SEC and the NASDAQ Stock Exchange. Acxiom also issues press releases and makes other public statements that include financial and other information about the Company’s business, financial condition and results of operations. Acxiom endeavors to make full, fair, accurate, timely and understandable disclosure in reports and documents it files with, or submits to, the SEC and in its press releases and other public communications.

Acxiom requires cooperation and open communication with its internal and outside auditors. It is illegal to take any action to fraudulently influence, coerce, manipulate, or mislead any internal or external auditor engaged in the performance of an audit of Acxiom’s financial statements. The laws and regulations applicable to filings made with the SEC, including those applicable to accounting matters, are complex. While the ultimate responsibility for the information included in these reports rests with senior management of the Company, numerous other associates participate in the preparation of these reports or provide information included in these reports. Acxiom maintains disclosure controls and procedures to ensure that the information included in the reports that it files with or submits to the SEC is collected and communicated to senior management in order to permit timely disclosure of the required information.

If you are requested to provide, review or certify information in connection with our disclosure controls and procedures, you must provide the requested information or otherwise respond in a full, accurate and timely manner. Moreover, even in the absence of a specific request, you should report to Chris Wolf or Catherine Hughes any significant information that you believe should be considered for disclosure in our reports to the SEC.

If you have questions or are uncertain as to how our disclosure controls and procedures may apply in a specific circumstances, promptly contact Chris Wolf or Catherine Hughes.

INTELLECTUAL PROPERTY

Acxiom associates are obligated to protect the integrity of Acxiom intellectual property. Examples of intellectual property include the information, know-how, technology, software and brand names that companies or individuals use to gain competitive advantage in the workplace. Trade secrets, trademarks, copyright, and patents are the means by which this property is protected under the law. To safeguard this property, Acxiom associates must take reasonable proactive steps to insure it is kept confidential and secure. Associates must abide by all limitations on use and protections related to the intellectual property. Violations of copyrights, patents, trademarks, trade secrets and the terms of license agreements are prohibited by law in most circumstances. Even when software or other technology is not so protected, such violations are contrary to professional behavior. Copies of software may be made only with proper authorization. Unauthorized duplication of materials is not condoned by Acxiom under any circumstances. (For Acxiom’s full Computer Software and Security policy, see section 6.2 of the ASB.)

POLITICAL CONTRIBUTIONS AND ACTIVITIES

Many US federal and state laws, as well as the laws or customers of other countries, regulate the making of political contributions by companies. As such, Acxiom associates may not make any contribution on behalf of Acxiom or use Acxiom’s name, funds, property or services for the support of any political party or candidate unless the contribution or activity is approved in advance by a member of Acxiom’s legal team. Additionally, associates must never create the impression that they are speaking or acting on behalf of Acxiom when engaging in political activity or expressing a political opinion unless similar approval is received.

PRIVACY

Every role at Acxiom is impacted by privacy, security and confidentiality. Each Acxiom associate has a responsibility to safeguard and protect from misuse or unauthorized access all data under Acxiom’s stewardship, including Acxiom client data and Acxiom “owned” data. Acxiom’s best-practice compliance approach includes three layers of compliance and practice: 1) federal, state and international laws; 2) industry regulation; and 3) Acxiom policy. Protecting client data and Acxiom data and being aware of any intentional or inadvertent disclosure, misuse, or mishandling is absolutely required of every Acxiom associate. Each year, as a condition of continued employment, every Acxiom associate signs a letter acknowledging he or she has read, understands and agrees to abide by the Company’s privacy policy. Additionally, Acxiom has created an extra level of awareness and protection for the data it manages in the form of the Acxiom Data Handler’s Agreement, which Acxiom associates sign to acknowledge the extra sensitivity, security, and protection required for Acxiom’s stewardship of data. This is also a condition of continued employment at Acxiom.

Finally, Acxiom provides extensive education to all of associates including executives, product development teams, sales staff, and client teams. Acxiom executives are, in fact, frequent presenters at industry events on best-practice privacy practices and consumer advocacy. For additional information on Acxiom’s privacy policies, please contact a member of Acxiom’s privacy team.

RECORD KEEPING

All associates must maintain accurate and complete records in compliance with any and all regulatory requirements. Business records must never be falsified nor may they be knowingly destroyed if they are subject to legal or regulatory process. If there is any question about whether destruction of records is appropriate and acceptable, associates are expected to consult a member of the Acxiom legal team prior to destruction. Falsification or inappropriate destruction of records could result in disciplinary action against the associate as well as criminal and/or civil penalties against the individual associate and Acxiom.

RESOLVING ETHICAL DILEMMAS:

Since these Guidelines cannot cover every possible ethical situation or challenge, associates have a responsibility to use good judgment. The following tools have been developed to help associates work through ethical dilemmas and make good business decisions.

Frequently Asked Questions

Business Ethics Checklist

Conflict of Interest Decision Tree

DISCLOSING POTENTIAL VIOLATIONS AND GETTING ADVICE:

Acxiom cannot adhere to the principles in these Guidelines without the help of its associates. The first and most important line of defense against ethical risks and lack of compliance must be Acxiom associates themselves. Any associate who feels he/she is being pressured to violate the law, act in an unethical manner, or who observes any situation that raises ethical concerns is asked to immediately notify an Acxiom Leader or member of Human Resources. Acxiom takes all allegations of this nature seriously and expects its associates to do the same in determining the correct course of action under these Guidelines. Associates should not be afraid:

• To ask questions. Ethical questions can be difficult to understand and analyze. Associates should ask for clarification when they are unsure and must report any suspected violations to Human Resources. No one wins when an associate fails to speak up because the reputation and ongoing success of Acxiom depends on the decisions of each associate.
• Of retribution. Acxiom strictly prohibits reprisals or retaliation against anyone who, in good faith, files an ethics complaint.
• Of a lack of confidentiality. Associates who deal with ethical questions and complaints are sensitive to the need for confidentiality. While Acxiom will strive to maintain the confidentiality of any associate who makes a complaint of unethical behavior, information that involves a threat to life and property, illegal activities, legal action against Acxiom or other activities in conflict with Acxiom’s best interests may require action that does not allow for complete anonymity.
• It’s not a valid issue. When it comes to ethical situations, there’s no such thing as a dumb question. Associates should use the ethics resources identified on the Associate Resource Center to question, get clarification, report a suspected violation, or voice a concern. It is vital that any potential problem or concern be reviewed as soon as possible.

Open Communications Policy

Open communication is a hallmark of the Acxiom culture, and associates should feel free to discuss ideas or problems related to these Guidelines directly with their Leader. Associates should never hesitate to ask a question or report a concern. In some cases, the Leader will be able to help the associate resolve the dilemma and make an ethical choice. In other cases, the Leader may ask for guidance from the associates responsible for the day-to-day administration of these Guidelines or a third party advisor.

If the Leader’s response is not adequate or if the problem or complaint is one that for whatever reason cannot be discussed with one of these individuals, the associate may approach a member of Human Resources for additional assistance.

Reporting Ethical Concerns or Violations

Acxiom has created an Ethics Reporting Tool. Associates can choose to include their names or remain anonymous when using the Ethics Reporting Tool. If associates choose to make the report anonymously, they should be aware that Acxiom’s efforts to investigate and remedy violations may be hampered.

Investigations

All reports concerning unethical behavior will be promptly and thoroughly investigated and will be treated confidentially to the extent possible under the circumstances. Investigations will be conducted by Acxiom’s internal compliance team.

Investigations may involve complex legal issues; therefore, associates who witness or report possible violations may not conduct their own investigations. Associates are expected to cooperate with the investigation of any alleged violation and to answer questions truthfully and to the best of their ability. If the result of the investigation indicates that corrective action is required, steps to rectify the problem and avoid its recurrence will be identified and implemented.

CONCLUSION:

It is difficult for any written document to cover every ethical situation that might arise. These Guidelines are only an overview of the policies and other ethical situations an associate is most likely to be faced with in the performance of work at Acxiom. Ultimately, each associate is responsible for his/her own actions. In dealings with one another as well as clients, contractors and vendors, associates are expected to conform to Acxiom’s policies and act within the framework of honesty, integrity, dignity, and loyalty.