INVESTORS

Code of Business Ethics and Conduct

SRA International is in business to create value for our clients, and we do so by performing excellent work on contracts that are useful to them. Honesty and Service underlie all that we do. Honest, ethical behavior is the standard that we expect from our directors, officers, other executives, employees and business partners. We will not tolerate behavior that does not meet this standard. Any employee violating these standards will be subject to disciplinary action by the company up to and including termination.

This Code of Business Ethics and Conduct is an integral part of the company’s Compliance Program, which is directed at ensuring compliance with the myriad rules, regulations and laws that apply to SRA as a government contractor and as a public company. The Code of Business Ethics and Conduct sets forth the standards that guide our every action at SRA, and applies to all directors, officers, other executives and employees.

Honesty and Service

Honesty and Service Implies Highly Ethical Behavior; Quality Work and Customer Satisfaction; Caring about Our People; and Serving Our Country and Communities.

Ethical Behavior

SRA is a company that stresses both corporate and personal integrity. We not only comply with laws and applicable regulations; but we also strive to conduct our affairs according to the highest ethical standards. SRA employees are expected to be honest and forthright in dealings with managers, subordinates and with one another — as well as with clients, suppliers, government agencies and their employees, business partners and the general public. SRA employees must maintain the highest level of personal integrity and encourage it in others; they must not lie, cheat, steal or do anything that would bring dishonor upon themselves or the company.

Quality Work and Customer Satisfaction

SRA aspires to maintain a reputation for the highest level of excellence. We seek to create real value for our clients by solving their problems, improving their efficiency, helping them create new product or service offerings, and re-engineering their businesses. An emphasis on quality permeates everything we do. We strive to do the best possible job in all our work; to be as efficient as possible; and to work diligently to avoid mishaps, correcting them promptly should they occur. We will not tolerate substandard performance or products.

SRA is dedicated to helping our clients succeed. Satisfied clients are the most important mark of success in our business. We cherish our clients — we listen to them, we work hard for them, we are straightforward with them, we respect them, and we communicate freely and openly with them. If there is a problem, we are committed to its prompt resolution.

Caring about Our People

People are the most important resource at SRA. We promote and nurture a culture in which each employee knows he or she is valued and respected. We recruit the best people available — people with high personal integrity, intelligence, a strong work ethic, a positive attitude and substantive expertise. Our employees come from varied cultural, economic, ethnic and religious backgrounds. And they represent all ages, genders, races and orientations. We run our business in a way that rewards people for their performance, regardless of their background. We behave this way because it is the right thing to do, and because it is good for our business.

SRA cares about its people and we expect SRA people to care about one another and the company. We treat every person with dignity and respect, regardless of his or her position. We will not tolerate harassment of any kind. SRA emphasizes teamwork — working together in harmony to achieve corporate goals. We believe that asking for help is a sign of wisdom — not a sign of weakness. We encourage supervisors and individual employees to have open communications and to be receptive to dissenting opinions. SRA employees are encouraged to be courteous, friendly and helpful.

Serving Our Country and Communities

SRA strives to be an organization that serves mankind. In doing this, our primary duty is to serve our clients well. We exist because of them and we thrive because we continually provide a high level of value to them. We set the bar high for the quality of our work, and we strive to exceed client expectations. We also believe that it is important to serve our country and society as a whole. SRA contributes time, money and other resources to selected charitable causes. We encourage our employees to do the same.

SRA aspires to be a great place to work and to be one of the best companies in the world — by any measure. We believe that good morale comes from having an important job, doing it well and receiving recognition for it. SRA strives to create jobs that are fulfilling. We hold people accountable for their performance and reward top performers. We expect our employees to do their part by embracing the ethic of Honesty and Service that makes us who we are as a company.

A. ETHICAL BEHAVIOR
  1. Conduct Business in Accordance with High Ethical Standards – The company aspires to conduct its business in accordance with uncompromising ethical standards. Adherence to such standards should never be traded in favor of financial or other business objectives. High ethical standards are necessary to maintain competitive advantage, the pride and confidence of our employees, and the ability to provide quality services to our clients. If an employee is involved in proposals, bid preparation or contract negotiations, he or she must be certain that all statements, communications, certifications and representations to prospective clients are accurate and truthful. Employees must never make a false statement or submit a false claim.


    The company expects every employee to adhere to high ethical standards and to promote ethical behavior. Employees should avoid seeking loopholes, taking shortcuts or relying upon “technicalities” to avoid responsible conduct, and they should reject the notion that unethical behavior is acceptable because “everyone is doing it.” Every action should be judged by considering whether it is legal, fair to all concerned, in the best interests of our employees and clients, and able to withstand the scrutiny of outsiders. Employees whose behavior is found to violate ethical standards will be subject to disciplinary action, up to and including termination.
  2. Treat All Employees Fairly, with Dignity and Respect – Each of us should treat everyone whom we encounter with personal dignity and respect — no matter what their role or responsibility. All employees are entitled to work in an environment free of verbal, physical and sexual harassment. Further, the company believes promotion of workforce diversity is an important objective in its own right, and is a source of competitive advantage, as well as being consistent with equal employment opportunity.
  3. Deal Honestly and Fairly with Clients, Suppliers, Vendors, Contractors and Financial Partners – The long-term success of the company depends upon establishing mutually beneficial relationships. While the law requires that we fulfill obligations written into contracts and agreements, we will also be fair, ethical and consistent in all business dealings.
  4. Conduct Marketing and Advertising Activities Fairly, Honestly and Accurately – The company may use marketing and advertising activities to educate investors and the public, provide information to proposed clients, increase awareness of our services and business offerings, and recruit new employees. The company is committed to representing its services and offerings fairly, honestly and accurately. Advertising, marketing and promotional materials cannot contain unfair, inaccurate or deceptive statements or grossly exaggerated or unwarranted representations. Employees must not use any advertising, marketing or promotional materials that unfairly describe the services of a competitor or make disparaging comments or innuendo.
  5. Avoid Conflicts of Interest – Employees should avoid actual or potential conflict of interest situations. Employees should not offer their skills or services to competitors or potential competitors, or engage in outside businesses that compete with or sell goods or services that are competitive to SRA. Employees should not recommend or place business with a firm owned or controlled by an employee or his or her family without first obtaining written consent of the Chief Operating Officer (COO). Employees should not act as a consultant to a supplier, client or competitor of the company or be employed by them or take money from them. An employee having any interest, direct or indirect (other than an interest of 5 percent or less in a publicly held company) in any supplier, client, competitor or franchisee of the company should make prompt disclosure to the company and seek to obtain approval from the COO.
  6. Safeguard Company Assets – In general, personal use of supplies, equipment or premises belonging to the company is prohibited, unless prior permission is received from the appropriate level of management. General exceptions include the use of company-owned personal computers to send and receive personal e-mail and the use of company telephones to make or receive personal, local telephone calls — so long as neither activity interferes with SRA business and adheres to SRA policies for appropriate communication. Every employee is responsible for safeguarding assets under his or her control.
  7. Protect Company Proprietary Information – Every employee must protect company proprietary information against improper use and access. Confidential or proprietary information must not be revealed outside the context of official duties.
  8. Protect Company Records – Documents and other records must be retained in accordance with the requirements of the law, governing contracts and company policies. Documents that are in any way related to an ongoing or potential investigation of the company by any government agency must be protected and cannot be destroyed unless and until any such investigation is ended. SRA corporate records and documents shall not be removed from company premises or used for personal gain or benefit.
  9. Separate Personal Political Activities from Company Business – The company encourages individual participation by employees in the political process. This includes service on governmental bodies and participation in partisan political activities. However, such activities should not be carried on in a way that interferes with the employee’s job responsibilities or creates a conflict of interest. Employees cannot make political contributions using company funds, or accept public positions in industry or government relying on their status as an SRA employee without first obtaining approval from the Chief Executive Officer.

B. OBEYING THE LAW
  1. Duty to Obey All Applicable Laws – SRA and its employees must obey all applicable and relevant laws that affect the business. Such laws include, without limitation, the Sarbanes-Oxley Act and others, including but not limited to those that apply to procurement integrity, securities, fraudulent conduct, workplace behavior, anti-trust, civil rights and anti-discrimination, copyright protection, campaign finance and taxation. While the company does not expect its employees to be experts in legal matters, it holds each employee responsible for being familiar with the laws governing his or her areas of responsibility and to be generally aware of possible legal issues and exposures or threatened litigation. Employees should seek immediate advice from the company counsel whenever they have a question concerning any application of the law. From time to time, as appropriate and necessary, the company counsel may prepare guidance on legal and regulatory issues and circulate any such guidance to the appropriate management and affected employees.
  2. Obtain All Necessary Licenses, Permits, Certifications and Credentials – The company will obtain and maintain required operating and business licenses and permits, as well as all applicable certifications and accreditations. Employees, vendors and contractors must obtain and maintain all appropriate licensure or certifications required for their job responsibilities or contracts.
  3. Hire Authorized Individuals and Comply with All Immigration Regulations – The company will hire only those individuals who are authorized to work in the United States and will comply with regulations promulgated in accordance with the Immigration Reform and Control Act of 1986 and subsequent relevant legislation, including the U.S.A. Patriot Act. The company will comply with federal and state regulations with respect to the employment of minors.
  4. The Possible Consequences of Unlawful Conduct – Failure to follow applicable laws can result in conviction of misdemeanor and felony offenses, and can result in a substantial term of imprisonment and/or fines and restitution. As an organization, the company is not subject to imprisonment. In the event of criminal conviction of one of its employees, however, the company could be charged with the payment of onerous fines, which, depending on the seriousness of the offense and the culpability of the institution, could have substantial impact. Criminal misconduct committed by a company employee or manager could also subject the company to civil penalties that could be significant. Given these severe penalties, the company’s mission and existence can be threatened as a result of an employee’s criminal or otherwise improper acts.

C. REGULATORY COMPLIANCE
  1. Duty to Comply with Applicable Rules and Regulations – As a government contractor, the company is subject to myriad rules and regulations. The company and its employees have a duty to comply with such applicable rules and regulations including, without limitation, the Federal Acquisition Regulation; Securities and Exchange Commission and New York Stock Exchange rules and regulations; and other rules and regulations governing accounting, timekeeping, workplace behavior, safety, drug-free workforce, gratuities and conflict of interest.
  2. Duty to Report Non-Compliance – Every employee has a duty to report suspected non-compliance with applicable rules and regulations to their line management, SRA corporate counsel, the director of compliance, the director of human resources, or another member of executive management. SRA also has a Business Ethics and Procurement Fraud Hotline (1-866-384-4277) for anonymous reports. Reports may be made 24 hours a day, seven days a week. Reports may also be filed on the Internet at www.ethicspoint.com. All reports go directly to a third party to protect your anonymity. Such reports will be investigated promptly, with due respect for the rights and privacy of all who may be involved in such an investigation. Employees who honestly make such reports will be protected from retaliation.

D. FINANCIAL RESPONSIBILITY
  1. Report Financial Condition and Results of Operations Fairly and Honestly – Company books and records must be kept in accordance with generally accepted accounting principles, government regulatory requirements, and established finance and accounting policies. All reports submitted to government authorities and to public stockholders must be made accurately, timely and in compliance with all applicable laws and regulations. All employees must cooperate fully with internal and external auditors during their examinations of company books, records and operations.
  2. Bill for Services in a Timely and Accurate Manner – The company is committed to accurate and timely billing for all services provided to commercial clients, government agencies, or other third-party payors. SRA will bill only for services provided, directly or under contract, according to the requirements of the government or third-party payors, consistent with industry practice and in accordance with company policies and procedures.


    The company and its employees must never submit any false or misleading information on any bills or claim forms, and no employee can ever engage in any conduct or arrangement that results in these prohibited acts. Any employee making a false statement on any bill or claim form will be subject to disciplinary action by the company, up to and including termination.
    Particularly with respect to the proper charging of time to government contracts, all employees must adhere to the following guidance:
    1. Employees should charge their time to the project that they worked on.
    2. Employees may never charge their time to something that they did not work on.
  3. Comply with SRA’s System of Internal Controls – SRA must maintain an effective system of internal controls. It is imperative that each employee understand his or her role in complying with, and monitoring compliance with, relevant company policies and procedures. An employee’s approval of an SRA timecard, a vendor invoice or an invoice to a client reflects a representation that such information is accurate to the best of their knowledge.