Code of Business Conduct
We have adopted a Code of Business Conduct that applies to all directors, officers and employees. You can find our Code of Business Conduct on our Investor
Relations website, www.transunion.com/tru, on the Leadership and Governance page, and a copy of the Code of Business Conduct may also be obtained free of charge upon a request directed to TransUnion, 555 West Adams Street,
Chicago, Illinois 60661, Attn: Corporate Secretary.
Related Person Transactions
Our Board of Directors has adopted a written Related Person Transaction Policy, which provides that any Related Person Transaction must be
reviewed and approved or ratified in accordance with specified procedures. The term Related Person Transaction includes any transaction, arrangement or relationship, or series of similar transactions, arrangements or relationships, in
which (1) the aggregate dollar amount involved exceeds $120,000 in any fiscal year, (2) the Company is, or is proposed to be, a participant, and (3) any person who is or was (since the beginning of the last fiscal year) a director, a
nominee for director, an executive officer or a beneficial owner of more than five percent of any class of our voting securities, or a member of the immediate family of any such person, had, has or will have a direct or indirect interest (other than
solely as a result of being a director or being less than a 10 percent beneficial owner of another entity).
Our policy requires each director,
nominee and executive officer to notify the Chief Legal Officer in writing of any Related Person Transaction in which the director, nominee, executive officer or an immediate family member has or will have an interest and to provide specified
details of the transaction. The Chief Legal Officer will deliver a copy of the notice to the Audit and Compliance Committee, who will then review the material facts of each proposed Related Person Transaction and approve, ratify or disapprove the
transaction.
The vote of a majority of disinterested members of the Audit and Compliance Committee is required for the approval or ratification of any
Related Person Transaction. The Audit and Compliance Committee may approve or ratify a Related Person Transaction if the Audit and Compliance Committee determines, in its business judgment, based on the review of all available information, that the
transaction is fair and reasonable to the Company, that there is a business or corporate interest supporting the Related Person Transaction, and that the Related Person Transaction is in the best interests of the Company.
In making this determination, the Audit and Compliance Committee will consider, among other things:
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the business or corporate purpose of the transaction;
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whether the transaction is entered into on an arms-length basis and on terms no less favorable than terms
generally available to an unaffiliated third-party under the same or similar circumstances;
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whether the interest of the director, nominee, executive officer, beneficial owner or family member in the
transaction is material;
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whether the transaction would impair the independence of the director or executive officer;
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whether the transaction would otherwise present an improper conflict of interest; and
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whether the transaction would violate any law or regulation applicable to us or any provision of our Code of
Business Conduct.
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The policy also contains categories of pre-approved transactions that the
Board has identified as not having a significant potential for an actual or potential conflict of interest or improper benefit.
In any case where the
Audit and Compliance Committee determines not to approve or ratify a Related Person Transaction, the matter will be referred to the Chief Legal Officer for review and consultation regarding the appropriate disposition of such transaction,
arrangement or relationship including, but not limited to, termination of the transaction or rescission or modification of the transaction in a manner that would permit it to be ratified and approved.
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