Hines Code of Business Conduct
Hines conducts its business with uncompromising integrity. Every employee of Hines and its affiliates
including executives, managers, and all other employees has a duty to comply with all applicable laws
and regulations and adhere to the highest standards of business ethics. No employee may engage in any
unlawful or unethical activity, or instruct others to do so, for any reason.
The Hines Code of Business Conduct (the “Code”) sets forth fundamental principles of law and ethics
governing the way that Hines does business. The Code is not the exclusive source of guidance and
information on Hines expectations, but it serves as the basis for other Hines policies and guidelines.
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Employees - Hines employees at every level must comply with the Code, and associated policies
and guidelines. In particular, all executive officers and senior financial officers, their staffs, and
all managers and other employees contributing to Hines financial record-keeping must comply
strictly with Hines finance and accounting standards, policies and guidelines.
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Suppliers & Partners - Hines requires its suppliers, including consultants and contractors, and
partners to conduct their businesses in a legal and ethical manner.
Failure to abide by any part of the Code is considered misconduct and may result in disciplinary action up
to and including termination without prior warning.
For purposes of this Code, the term “Company” refers both individually and collectively to legal entities
that are affiliated through common ownership with Hines Interests L.P., Hines Holdings, Inc., or Hines
Real Estate Holdings, L.P. (Hines), and other legal entities that are managed by Hines on behalf of third
parties.
Personal Responsibility
The Hines Code does not, by itself, ensure ethical conduct. Every employee of the Company has a
personal responsibility to embody and model ethical behavior. Hines executives and other managers are
responsible to lead by example and to ensure that all Hines employees read and have an opportunity to
discuss the practical applications of the Code. Managers are expected to review the Code with their teams
on at least an annual basis and whenever there is a significant change. Everyone has a duty to be vigilant
for circumstances that may indicate illegal or unethical behavior, and to act appropriately in a timely
manner to prevent improper conduct.
If any employee has a question about whether or not they are about to engage in business activity that is
illegal or unethical, they should ask for assistance from their supervisor, Human Resources or Internal
Audit.
Reporting Violations
Hines employees should report any activity in which any employee, customer, supplier or other party,
acting individually or in collusion with another person (1) perpetrates fraud against Hines resulting in
financial loss or damage to the Hines reputation or (2) uses physical, financial or informational assets of
Hines without authorization.
Employees should share their questions, concerns, suggestions or complaints with someone who can
address them properly. In most cases, an employee’s supervisor is in the best position to address an area
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Hines Code of Business Conduct
of concern. However, employees who are not comfortable speaking with their supervisor or are not
satisfied with their supervisor’s response are encouraged to contact other members of their management
team as well as Internal Audit or Human Resources. Employees are also encouraged to contact
EthicsPoint, a third party vendor described below, to report matters such as questionable accounting or
auditing, falsification of company records, fraud, privacy, theft or any other unethical behavior.
The Company has selected EthicsPoint to provide a simple, risk-free way to anonymously and
confidentially report actual or suspected activities that may involve accounting, internal accounting
controls, auditing matters, criminal conduct or violations of its Code. Employees may file a web based
report at www.ethicspoint.com or contact EthicsPoint by dialing toll free 866-384-4277. All complaints
should provide as much detail as possible regarding the activities and/or the practices that are alleged.
Reporting individuals will remain anonymous and reports submitted via EthicsPoint are confidential.
Reports of violations or suspected violations will be kept confidential to the extent possible, consistent
with the need to conduct an adequate investigation. Appropriate members of Hines management will be
automatically alerted to all complaints.
Non-Retaliation Policy
This program is intended to enable employees and others to raise serious concerns within the Company.
Therefore, no employee will be terminated or otherwise retaliated against for submitting a complaint
under the procedures described in this program if the employee acts lawfully and reasonably believes that
the complaint involves questionable accounting, internal accounting controls or auditing matters or a
violation of applicable law or Company policy.
Anyone filing a complaint concerning a violation or suspected violation of the Code must be acting in
good faith and have reasonable grounds for believing the information disclosed indicates a violation of
the Code. Allegations that are made maliciously, or with the knowledge that they are false, will be
viewed as serious disciplinary offenses.
Investigations
Employees should never withhold or fail to communicate information that raises ethical questions and
thus should be brought to the attention of higher levels of management. Employees are required to
cooperate fully with any appropriately authorized internal or external investigations. Investigations may
be conducted by internal or external auditors, Hines counsel, Hines representatives or governmental
regulators. Making false statements or otherwise misleading persons conducting an investigation is
grounds for immediate termination of employment and may also be a criminal act that can result in severe
penalties.
Reporting on the Financial Condition of the Company
The Company is committed to providing complete and accurate information, in all material respects,
about the Company's financial condition and results of operations in accordance with the securities laws
of the United States, if applicable.
The accuracy and integrity of the Company’s books and records are paramount for business success.
Employees are expected to comply with the following regarding Company financial records.
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Hines Code of Business Conduct
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Accounting Principles: Employees must comply with generally accepted accounting principles
where applicable and all regulatory requirements that apply. Employees are required to execute all
transactions involving the Company in accordance with the Company’s policies and procedures
including those set forth in the Hines Accounting Polices & Procedures Manual.
Unrecorded Funds: All transactions and agreements, assets, liabilities, revenues and expenses, must
be recorded and disclosed in the books and records of the appropriate Company.
False Entries: Employees may not intentionally make, or contribute to or facilitate the making of,
any false or misleading entries in the Company’s books or records for any reason.
Revenue and Expense Recognition: Revenues should be recognized in the period earned, and
expenses recognized when they are incurred. Neither should be recognized on an accelerated basis
(before the appropriate period), postponed (after the appropriate period), or be manipulated in any
other way to vary from proper accounting and reporting.
Authorization: Employees must be authorized under Hines Cash Management policies in order to
have access to Company funds in bank accounts or to execute wire transfers. Employees may use
Company funds or any other assets only with proper authority, and then only for legitimate Company
business purposes
Payments: Employees may not make any payment on the Company’s behalf without adequate
supporting documentation, or for any purpose other than as described in the supporting documents.
Fair Dealing
Employees should endeavor to act fairly, honestly, ethically and in accordance with applicable law in all
business dealings on behalf of the Company, including in all dealings with the Company's customers,
suppliers, competitors and employees. No employee should take unfair advantage of another person
through manipulation, concealment, abuse of privileged or confidential information, misrepresentation of
material facts, or any other unfair dealing practice.
Conflicts of Interest
Employees should actively avoid any activity that might influence their ability to act in the interest of the
Company or that makes it difficult to perform their work objectively and effectively.
When entertaining or providing business gifts, employees should use such to create good will and sound
working relationships, not to gain an unfair advantage with customers or suppliers. At a minimum, the
following procedures should be followed:
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Any gift to one or more individuals on staff of a public pension fund must be approved by the Hines
Chief Financial Officer or the Hines Executive Vice President – Capital Markets Group.
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No Hines employee shall knowingly enter into any transaction with any said firm or individual or in
any associated role (other than in his/her capacity as an employee for the benefit of Hines) which
could give rise to a conflict of interest or appearance of conflict of interest between the employee and
Hines.
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Hines employees will not invest in or be involved in the ownership, sponsorship, or management of
any real estate which could be construed to be competitive with the firm. This restriction does not
apply to publicly traded securities.
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Hines Code of Business Conduct
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No Hines employee may serve on the board of any bank, financial institution or for profit enterprise
unless approved in advance by the President of Hines.
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No Hines employee will seek political office where that government entity has jurisdiction over the
affairs in which Hines owns or manages real estate.
The President of Hines may approve in advance (or the Chief Financial Officer may approve in the
absence of the President) special activities at variance with the principles listed above.
Protection and Proper Use of Company Assets
Hines personnel are expected to protect the Company’s assets and ensure their efficient use. Theft,
carelessness and waste have a direct impact on the Company’s bottom line. The Company’s property,
such as office supplies, computer equipment, office space and materials are expected to be used only for
legitimate business purposes, although incidental personal use may be permitted.
Confidentiality
Employees have an obligation to safeguard the Company’s nonpublic information. All Hines personnel
should maintain the confidentiality of information entrusted to them by the Company or its customers,
except when disclosure is authorized or legally mandated. Confidential information includes all nonpublic information that might be of use to competitors, or harmful to the company or its customers, if
disclosed, and includes, but is not limited to: business information, projects, practices, customer contacts,
potential customers, pricing structures, financial information, manuals, methodologies and management
philosophies relating to the Company’s business. Confidential information also includes information
regarding other employees which may include, but is not limited to: compensation, performance
evaluations, disciplinary actions or investigations, medical information and home address/phone numbers.
Hines personnel are prohibited from (a) taking for themselves opportunities that are discovered through
the use of company property, information or position; (b) using company property, information, or
position for personal gain; and (c) competing with the company.
Other Hines US Policies relating to Hines Code of Business Conduct
The following policies are also considered part of the Hines Code of Business Conduct. All executives,
managers, employees and temporary or contract employees working for Hines are expected to comply
with the Code of Business Conduct including these policies.
Equal Employment Opportunity & Workplace Harassment Prevention - CC 010
Workplace Violence - CC 020
Rules of Conduct - CC 030
Information and Communication Systems - CC 040
Security of Confidential Information - CC 050
Substance Abuse - CC 060
Secondary Employment - CC 070
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