Governance
IN THIS SECTION:
Governance Highlights
Business Conduct and Ethics
Communication and Reporting
Kelly is committed to doing the right thing by conducting ourselves in a legal, ethical, and trustworthy manner. We uphold our regulatory obligations in every country where we operate and comply with both the letter and spirit of our business policies and values. We are dedicated to holding ourselves accountable for our actions and goals.
99.3% of employees signed the Code of Business Conduct and Ethics and completed global policy training on business ethics and human rights topics.
50% of the Board’s directors are diverse, including gender and ethnic representation.
This is the seventh consecutive year the Company has participated in the annual EcoVadis assessment. In 2024, we achieved “Silver” status, placing us in the top 4% of companies rated in the temporary employment industry and 90th percentile of all companies assessed.
Enhanced our AI capabilities by integrating Brightfield's TDX platform into Kelly Helix and partnered with Upwork to streamline access to global freelance talent.
Introduced ‘Future Skills Navigator,’ an AI-powered technology that allows us to effectively outline the jobs and skills required now and in the future.
Continue the integration of sustainability measures into Kelly’s risk management and business operations.
Maintain ongoing efforts to review and update policies annually to ensure they remain in compliance and relevant to current governance standards.
Align measures with regulations on climate change and human capital once finalized.
Continue to identify opportunities to integrate artificial intelligence into our processes to drive efficiencies.
SDG Alignment
Kelly is committed to conducting business with integrity and upholding regulatory obligations in every country where we operate. This commitment guides our decision-making and establishes clear expectations for all employees and business partners.
Our corporate governance practices, upheld by the Board of Directors, are embodied in our Code of Business Conduct and Ethics, applicable to all employees and global suppliers through the Supplier Code of Business Conduct. All global policies and procedures are reviewed and revised at least annually to align with best practices and industry requirements. Executives, leadership, and employees are responsible for adhering to our integrity guidelines and ensuring compliance among our suppliers and representatives.
Kelly has established a reputation for integrity and doing the right thing for the past 78 years. Our commitment to these principles influences our decisions and sets high standards for everyone associated with our organization.
Strong corporate governance is essential to our sustainability and ethical business practices. Our governance framework ensures compliance with regulatory requirements and creates value for stakeholders. The Board of Directors oversees transparency, accountability, and strategy management to enhance long-term shareholder value. Although Kelly is a "controlled company," we voluntarily comply with Nasdaq® Global Market listing standards that otherwise do not apply to controlled companies. The majority of the Board of Directors and all members of the Audit Committee, Compensation and Talent Management Committee, and Corporate Governance and Nominating Committee are independent.
For detailed insights into our corporate governance structure, please refer to our current Proxy Statement.
Our Board of Directors is responsible for overseeing the effective execution of our Sustainability strategy, with support from various Board committees that focus on specific ESG topics. The Governance and Nominating Committee manages corporate governance principles, as well as the policies, initiatives, and risks related to our Sustainability strategy. The Audit Committee is crucial to the Board’s risk oversight process, especially regarding financial impact and information security risks. The Compensation and Talent Management Committee oversees talent attraction, retention, and compensation plans, policies, and practices.
Senior management reports to the Board on key sustainability topics at least bi-annually through our ESG Advisory Committee, which comprises a diverse and multidisciplinary leadership team. The General Counsel provides quarterly updates to the Corporate Governance and Nominating Committee on the ESG Advisory Committee's reviews and recommendations.
Since 2023, our Sustainability strategy has been overseen by the Chief Risk, Compliance, and Privacy Officer (Chief Risk Officer). This structure creates synergistic alignment with commitment to providing work opportunities that enrich people's lives while ensuring compliance and addressing stakeholder expectations.
Our commitment to integrity and fairness is driven by our governance principles. Our global policies are designed to address the pressing challenges of our time, from climate change to ethical labor practices and community enrichment. For a comprehensive list of our global policies, please visit our Policies page at https://www.kellyservices.com/policies/.
The Board upholds the highest legal and ethical standards through our Code of Business Conduct and Ethics, applicable to all directors, officers, and employees. Annually, the Company reviews the Code for regulatory compliance and cultural alignment, and ethical best practices. This Code forms the basis for adherence to corporate policies, helping individuals recognize ethical issues, deter wrongdoing, report concerns, and foster a culture of honesty and accountability. It addresses areas such as conflicts of interest, anti-bribery, trade compliance, insider trading, confidentiality, financial reporting, asset use, fair dealing, workplace behavior, diversity and inclusion, corporate sustainability, legal compliance, risk tolerance, anti-human trafficking, health, and safety, and more. All members must acknowledge and accept the Code, which includes enforcement mechanisms to ensure adherence.
In our commitment to protecting employees, candidates, and partners against human rights violations and ensuring dignity, equality, and respect, Kelly has established a comprehensive global Human Rights Policy. This policy aligns with international standards, including the Universal Declaration of Human Rights, the International Labour Organization (ILO) Conventions, the UK Modern Slavery Act, and the UN Guiding Principles on Business and Human Rights. It also extends to our supply chain and global business partners.
Kelly upholds a zero-tolerance policy against human trafficking, harassment, forced labor, child labor, or any related activities. This commitment, outlined in our Human Rights Policy, is regularly assessed through audits and compliance evaluations by our Internal Audit, Law, Risk, and Compliance departments.
The Supplier Code of Conduct anchors our reputation and partnership by ensuring our suppliers meet our legal and ethical standards. This Code sets the standards for safe working conditions, respect for workers' dignity, adherence to International Human Rights Principles, business ethics, and sustainable environmental impact. We require our global supplier network to uphold similar ethical standards, focusing on human rights, workplace safety, diversity, and legal compliance. When joining the Kelly Supplier Network, suppliers must register on the Kelly Supplier Portal, read, accept, and abide by the Supplier Code of Conduct, which is accessible on our websites and within the portal.
Our Corporate Sustainability Policy reinforces our commitment to improving workplaces, contributing to communities, and ensuring socially, ethically, and environmentally responsible actions. Since 1946, Kelly has embraced sustainability with the highest standards of corporate citizenship, rooted in service, integrity, and personal responsibility. Our efforts advocate for worker protection, diversity, health, and environmental conservation while upholding legal and ethical business practices. By fostering partnerships and promoting transparency, we uphold our values, contribute to societal improvement, and maintain our dedication to equal opportunity, human rights, and responsible actions globally.
Our Privacy Statement outlines our commitment to privacy and details our practices for collecting, storing, and using personal information from individuals using our websites, employment, or outsourcing services, as well as from representatives of our customers, service providers, and suppliers. Applicable to Kelly Services and its group of companies, each acting as a data controller, it informs our collection, usage, and sharing practices. For more information, please refer to the Privacy, Data Protection, and Cybersecurity section of this report.
Kelly communicates global policies and reporting mechanisms to employees, managers, and talent. We also provide an independently managed whistleblower hotline for confidential and anonymous reporting by employees, customers, and suppliers. Our investigation teams promptly addresses all concerns, assessing impact and conducting investigations. We encourage reporting unethical or unsafe behavior without fear of retaliation through Kelly Services' Business Conduct & Ethics Reporting Program, which is available 24 hours a day, seven days a week.
Hotline: 877.978.0049 or kellyservices.ethicspoint.com.
Kelly’s Enterprise Risk Management (ERM) program, coordinated by the Chief Risk Officer, plays a crucial role in identifying and managing the Company’s critical risks. The Chief Risk Officer, reporting to the General Counsel, works across departments to assess and mitigate risks throughout the company.
The ERM team is responsible for performing risk assessments to identify potential threats to the Company. They facilitate the corporate risk inventory and risk appetite and tolerance statement, integrating risk concepts into the Company’s strategic planning and collaborating with functional and business risk owners.
To mitigate identified risks, the ERM team develops and executes targeted mitigation programs for critical risks. They work closely with legal, human resources, information technology, data privacy, compliance, and business teams on risk mitigation. This collaboration includes broad risk mitigation strategies covering day-to-day operational risks, targeted risk mitigation focused on critical areas of importance, and strategic risk mitigation.
The ERM team provides quarterly reports to the Audit Committee, including written documents and presentations. Their focus is on mitigating and overseeing specific risk exposures, analyzing the effectiveness of current risk management practices, and improving measurement and monitoring of strategic and operational risks. Key areas of emphasis include cybersecurity, artificial intelligence, data privacy, strategic risk, wage and hour risk, third-party risk, and compliance governance. Additionally, information technology and internal audit groups provide quarterly updates on cybersecurity and compliance controls, ensuring business risk is managed, data is safeguarded, and business processes are maintained and mitigated effectively.
IT and internal audit teams provide additional quarterly updates on cybersecurity and compliance controls, ensuring all risks are monitored and managed effectively. The Vice President of Internal Audit independently evaluates the risk management process and reports findings to the Audit Committee.
The ERM team is crucial in managing responses to crises and providing updates on cybersecurity and operational impacts. Since 2023, sustainability considerations have been integrated into routine meetings to enhance sustainability efforts, with risk disclosures included in the annual Kelly 10-K Form.
Kelly’s business continuity planning is integrated with our overall business strategy. This ensures that internal resources effectively prioritize strategies to identify, assess, and mitigate unforeseen interruptions that could severely impact operations and risk the health and safety of employees and their families.
Whether faced with natural disasters, extreme weather events, power outages, civil unrest, political instability, or other disruptions, Kelly’s ERM team plays a pivotal role in crisis response. During these events, the Chief Risk Officer and senior officers provide the Board with updates and discuss potential scenarios, assessing their impacts on cybersecurity, employee health and safety, corporate operations, and global markets. The Board’s guidance, oversight, and support in these discussions significantly enhance our risk mitigation strategies and response capabilities.
We prioritize the security of the data we manage with the utmost diligence, implementing stringent privacy and data protection measures to safeguard our stakeholders' information. We manage a large volume of sensitive personal data from candidates, employees, talent, customers, and suppliers. With the increased use of technology and our global business reach, we take our responsibility for data privacy and protection very seriously to ensure proper collection, use, storage, and security. We are proud to report that, thanks to our rigorous measures and commitment to data security, Kelly has never encountered a significant data breach.
Our Enterprise Risk Management program is central to managing material risks, including cybersecurity threats across Kelly, its subsidiaries, and third-party partners. The Chief Information Security Officer (CISO) leads the evaluation and mitigation of cybersecurity risks, working closely with the information technology, legal, risk, insurance, and compliance teams to ensure a coordinated approach to cybersecurity and privacy governance. We have adopted the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF) and undergo annual third-party assessments to ensure our information security practices remain robust and adaptive to evolving threats. We adhere to international standards to ensure ongoing compliance with the European Union’s General Data Protection Regulation (GDPR), California’s Consumer Privacy Act, and other data privacy laws and regulations in the regions where we operate. Our internal efforts include continuous monitoring, access controls, asset management, and comprehensive training programs to protect our digital assets.
Our Data Privacy team equips employees with the necessary tools, training, and information to responsibly manage personal data and report incidents promptly. Employees have access to our Data Privacy Resource Center, which provides guidelines and incident reporting procedures. They also receive ongoing training and testing on privacy and cybersecurity awareness. Additionally, we have implemented internal procedures to evaluate artificial intelligence tools, ensuring they comply with privacy requirements, reduce bias, and promote fairness. Privacy and data protection standards are detailed in our Code of Business Conduct and Ethics, which mandates annual training for all employees. Compliance is mandatory for our global team members and suppliers.
Managing risks related to third-party service providers is a key component of our cybersecurity strategy. We perform detailed assessments at the initiation of each vendor relationship and conduct continuous evaluations through our information security program and enterprise risk management framework. Critical vendors are subject to rigorous architectural reviews, contractual data protection clauses, AI impact assessments, SSAE audits, and reviews of SOC 1 and SOC 2 Type II reports. Our integrated framework, aligned with the NIST Cybersecurity Framework, ensures our vendor and supply chain security practices are comprehensive, providing continuous monitoring and independent third-party reporting to maintain high standards of data protection and cybersecurity.
As a leader in the staffing industry, we are committed to embracing the waves of technological advancements and innovation. Our journey involves driving automation and product development through a variety of frameworks and platforms, ensuring we cater to talent preferences, maintain seamless communication, and craft unique solutions that stand out in the market.
At the heart of our AI initiatives lies a robust framework grounded in accountability, transparency, and continuous evaluation. Our ethical AI policy and training programs emphasize the importance of responsible AI usage. To further our commitment to industry standards, we adopted the NIST AI Risk Management Framework. This step not only aligns our efforts with best practices but also ensures that our AI systems build trust and align with our values while adapting to emerging challenges in the AI landscape.
In 2024, we strengthened our AI capabilities through a partnership with Brightfield, integrating their AI-powered TDX platform into Kelly Helix to provide clients with real-time contingent labor insights, cost savings, and improved decision-making. We also partnered with Upwork to streamline access to global freelance talent via the Human Cloud solution.
Kelly is dedicated to shaping and adapting to the future of work. By conducting ongoing research and engaging with markets, we continuously refine our strategies. We provide flexible work opportunities and integrated systems to better connect with and offer opportunities to our talent pool.
Our strategy revolves around strengthening our technology framework to be responsive and adapt to market demands. This includes understanding how talent searches for and engages in work and how customers find talent and create opportunities. By focusing on innovative and inclusive technologies, we aim to attract top talent and foster a smarter, more inclusive, and human-centric work environment.
Rather than relying on monolithic solutions, adaptability, and human interaction are crucial in deploying these technologies are crucial. This flexibility is especially important in the context of AI and the future of work, where rapid advancements demand agile systems capable of seamlessly integrating services and interactions.
The rapid evolution of work driven by AI and automation is transforming job requirements and posing significant challenges for organizations. Recognizing the urgent need to address these changes, our "future skills navigator" combines strategic consulting, workforce expertise, and AI-powered technology to prepare organizations for future hiring needs and transition to skills-based hiring. By identifying skills gaps, defining necessary job roles, and implementing agile systems, this approach enables organizations to enhance workforce resilience, optimize talent management, and adapt to shifting workplace demands. With continuous guidance and practical insights, the future skills navigator helps organizations position themselves for agility and growth in an AI-driven world.
Kelly Arc is our specialized talent marketplace platform designed to connect premier employers with skilled candidates in clinical research roles. It enables quick and easy applications for top positions, offering job seekers the opportunity to join, search, and discover ideal roles at no cost. As part of our prestigious Functional Service Provider Team, Kelly Arc revolutionizes drug and device development by providing groundbreaking project opportunities and a competitive benefits package. This innovative platform is the online meeting point between specialized talent and roles, ensuring both employers and candidates find the best matches swiftly and effectively.
Kelly Helix was created to simplify the engagement and management of talent by providing a single, intuitive, and personalized platform where customers can access all the talent they need. This advanced system ensures compliance, keeps users up-to-date, and helps maintain a competitive edge. By leveraging state-of-the-art technical architecture, Kelly Helix delivers real-time, customized data for better external workforce management. Key features include simplified freelancer engagement, enhanced visibility, and AI-driven insights, with benefits like personalized dashboards, seamless HR tech integration, and predictive analytics.
Kelly Now helps talent find the right jobs by taking the time to understand their needs, career goals, and life outside of work. By pre-vetting candidates, we ensure they have access to job opportunities that match their skill set and lifestyle.
Quick Applications: Easily apply to jobs with stored details.
Application Tracking: Monitor progress throughout the hiring process.
Resource Access: Access pay stubs, benefits, and documentation in-app.
Clear Job Descriptions: Understand exactly what jobs entail.
Immediate Start: Accept and start jobs as soon as the next day for select roles.
At the core of our sustainability journey is the recognition that implementing our promise and Sustainability strategy presents ongoing opportunities to forge connections and deliver shared value to our clients and business partners while enriching the lives and job opportunities for our employees, talent, and communities.
In our pursuit of excellence, we actively engage in external assessments through platforms such as CDP, EcoVadis, RBA, and S&P Global Corporate Sustainability Assessment (CSA), among others. These assessments enable us to evaluate our performance, identify opportunities for improvement, and enhance the transparency of our impact.
