Governance
Kelly is committed to doing the right thing. We conduct ourselves in a legal, ethical, and trustworthy manner - upholding our regulatory obligations in every country we operate and complying with both the letter and spirit of our business policies and values. We hold ourselves accountable for our actions and goals.
2023 Governance HighlightsOngoing PrioritiesBusiness Conduct and EthicsCorporate GovernanceKelly's Global PoliciesRisk Management and Business Continuity Communication and ReportingExternal Communications and Accountability
Strengthen our ESG alignment with our enterprise risk management and monitoring systems.
Ensure alignment with SEC guidelines on climate change and human capital once finalized.
Define internal accountability and reporting systems for external assurance.
99.8% of employees at the director level and above*, and 93.5% of all other employees, signed the Code of Business Conduct and Ethics and completed global policy training on business ethics and human rights topics.
44% of the Board’s directors are diverse, including gender and ethnic representation.
Business Unit representatives from Education, OCG, P&I, and SETT have joined the ESG Advisory Committee to further align ESG strategy and customer drivers.
For the first time, our sustainability and ESG initiatives were recognized with a “Gold” Supplier rating by EcoVadis, placing Kelly in the top 3% of companies rated in the temporary employment agency industry.
In 2023, we integrated sustainability and ESG issues into our quarterly Enterprise Risk Management “deep dive” report to enhance oversight and reporting to our Board of Directors.
We formalized an internal artificial intelligence governance team. This multidisciplinary committee supports integration of AI into Kelly’s digital transformation strategy, including our enterprise data and product architecture, while ensuring that risks related to AI, data privacy, and cybersecurity are managed.
We appointed a new Chief Information Officer to support Kelly’s digital transformation strategy, implement large-scale technology platforms, and lead the operational aspects of IT, including application modernization, cloud transition, technology innovation, security, infrastructure, and data management.
*Variance attributable to one former employee.
Kelly is committed to conducting business and operating with integrity, always striving to do what is right, and upholding regulatory obligations in every country in which we operate. This commitment guides our decision-making and sets expectations for our employees and business partners.
Our Code of Business Conduct and Ethics presents the global policies and procedures that all employees must abide by in order to ensure alignment with internal and ethical practices. The Board of Directors and executive leadership team uphold the Code to establish standards and help collaborators to recognize and address ethical issues correctly, deterring misconduct, and offering ways to report dishonest or unethical behavior anonymously.
All global policies and procedures within the Code are reviewed and revised annually to compare our internal practices against best-in-class performers and industry requirements. Our business integrity policies and practices extend to our global network of suppliers through the Supplier Code of Conduct to foster an ongoing culture of honesty, accountability, and integrity.
Kelly stands for integrity and purpose, by adhering to the highest ethical standards that underpin the foundation for our corporate governance, values, and internal policies and processes. The Board of Directors, our highest governance body, oversees transparency, accountability, and management of our business strategy, aiming to enhance long-term stockholder value. In addition, while Kelly is a “controlled company”, we voluntarily adhere to and comply with the listing standards of the Nasdaq® Global Market that otherwise do not apply to controlled companies. Thus, a majority of the Board are independent directors and every member serving on the three Board Committees—Audit, Compensation and Talent Management, and Corporate Governance and Nominating—is also independent.
Detailed insights into our corporate governance structure are available in the Proxy Statement, which discloses Board committees and responsibilities, Board structure, experience and composition, strategy and risk oversight, and executive compensation.
Kelly’s audit committee oversees the Risk Management processes and ESG advisory committee, including external reporting of our Corporate Sustainability and ESG strategy. This integrated approach ensures governance accountability and aligns our internal resources and initiatives to ensure ethical practices and long-term value creation.
Committees of the Board
Our Board of Directors is responsible for overseeing the effective execution of our Corporate Sustainability and ESG strategy along with multiple Board committees that oversee various ESG topics. Our Audit Committee plays a key role in the Board’s risk oversight process, particularly with financial risk and risks associated with information security. Our Compensation and Talent Management Committee provides oversight of talent attraction, retention, and compensation plans, policies, and practices, as well as senior officer succession planning and oversight of our Clawback Policy. Our Governance and Nominating Committee provides oversight of Corporate Governance principles and ESG strategy policies, initiatives, and associated risks. Kelly also maintains the ESG Advisory Committee to oversee achievement of goals established by the ESG team. The ESG Advisory Committee meets monthly and is comprised of a diverse and multidisciplinary leadership team. The General Counsel reports the results of the ESG Advisory Committee reviews to the Corporate Governance and Nominating Committee on a quarterly basis.
Since 2023, our Corporate Sustainability and ESG strategy is overseen by the Chief Risk, Compliance, and Privacy Officer (Chief Risk Officer), who collaborates with other areas at Kelly to deliver on our promise of providing work opportunities that enrich people's lives, while ensuring compliance and responding to stakeholder expectations.
On an annual basis, all Kelly employees are required to acknowledge the Code of Business Conduct and Ethics and complete mandatory compliance training covering workplace ethics, health and safety, legal compliance, human rights, diversity and inclusion, and information security.
In our commitment to protecting our employees, candidates, and partners against any human rights violations and treating every stakeholder with dignity, equality, and respect, Kelly has formalized a comprehensive global Human Rights Policy. This policy aligns with international standards, encompassing the fundamental principles of the Universal Declaration of Human Rights, the International Labour Organization (ILO) Convention, the UK Modern Slavery Transparency Act Statement, and the UN Guiding Principles on Business and Human Rights. The policy also applies across our extended supply chain and global business partners.
Kelly maintains a zero-tolerance policy against any form of human trafficking or related activities, including any form of unlawful employee harassment, retaliation, forced or compulsory labor, sex trafficking, child labor, or any debt peonage. This commitment is stated in our Human Rights Policy and is periodically assessed by our Internal Audit, Law, and Risk departments through regular audits and compliance evaluations with our business partners.
Due Diligence: Investigations and HotlineKelly has a third-party independently-managed integrity hotline to facilitate the confidential and anonymous reporting of concerns by employees, customers, and suppliers. All concerns are addressed by the investigation committee which is responsible for assessing impact and conducting investigations promptly. We encourage all individuals associated with Kelly to report any unethical or unsafe behavior through Kelly Services’ Business Conduct & Ethics Reporting Program at 877.978.0049 or Kellyservices.ethicspoint.com without fear of retaliation.
Political ContributionsOur Code of Business Conduct and Ethics explicitly prohibits employees, officers, directors, or agents of Kelly from the direct or indirect use of the company’s funds, property assets, or equipment to make political contributions in the name of Kelly. This expectation is also included within our social investment programs and social impact guidelines.
We actively engage and participate with various industry organizations to maintain ongoing engagement with our external stakeholders. To ensure oversight over our social investment funds, we are aligned to a robust policy guideline that ensures our social investment contributions are aligned with our Code and corporate values. These funds are annually reported through social investments and financial statements, emphasizing our commitment to transparency.
Kelly’s risk-mitigation strategy considers policies, procedures, and monitoring mechanisms to identify and assess critical risk, and adjust our business operations to respond effectively. This strategy, coordinated by our Chief Risk Officer, serves as the primary means of identifying and managing Kelly’s key risks. The ERM team performs assessments of risks to Kelly, participates in the development and execution of mitigation programs for critical risks, facilitates the corporate risk appetite and tolerance statement, and assists in the integration of risk concepts within Kelly’s strategic planning process and business risk owners. Additionally, the ERM team oversees privacy, AI, and cybersecurity governance and risk mitigation.
The ERM team reports its findings to the Audit committee on a quarterly basis, with a focus on mitigation and oversight of specific risk exposures, analysis of the breadth and effectiveness of existing risk management practices, and maturation of measurement and monitoring practices concerning high-priority strategic and operational risks. Topics of emphasis include cybersecurity, artificial intelligence, data privacy, strategic risk management, integration of risk appetite practices into Kelly’s ongoing operations, wage-hour risk management, third-party risk management, and improvements to compliance governance practices.
In 2023, we incorporated ESG as a consistent agenda item in our routine meetings, with the goal of promoting improved dialogue and involvement regarding sustainability objectives throughout Kelly's operations. Externally, we disclose our business risk through the Kelly 10-K Form annually.
Kelly’s business continuity planning goes hand in hand with our overall business strategy. This integration is essential to ensure internal resources effectively prioritize strategies that aim to identify, assess, and mitigate unforeseen business interruptions that can severely impact our operations and put at risk the health and safety of employees and their families.
Whether facing natural disasters, extreme weather events, power outages, civil unrest, political instability, or other natural or man-made disasters, Kelly’s ERM team plays a key role in responding to various global crises. During crises, the Chief Risk Officer and other senior officers provide updates and discuss potential scenarios and their impacts on cybersecurity, employee health and safety, corporate operations, and global markets with the Board. Guidance, oversight, and support by the Board during these discussions serve to enhance the risk mitigation techniques used by us to respond to these crises.
Kelly is entrusted with a large volume of sensitive personal data from our candidates, employees, talent, customers, and suppliers. By upholding the highest integrity principles in our policies and processes, our responsibility focuses on safeguarding internal systems that uphold privacy and security regulatory standards and ensuring the proper collection, use, and storage of our stakeholder’s data.
Governance and Risk ManagementThe Enterprise Risk Management and Information Technology teams directly oversee privacy and data protection matters. This includes the development and implementation of strategies, programs, compliance measures, and incident reporting procedures. The Chief Risk Officer and Chief Information Officer ensures the Audit Committee stays well-informed through regular quarterly updates covering our information technology, cybersecurity, and data privacy strategies.
Kelly’s digital transformation presents the opportunity to advance in delivering share value for stakeholders. The digital transformation also helps to streamline the processes to attract and retain the best talent. In 2023, we strengthened our governance structure to advance the digital transformation of our business and services. It includes a technology governance council, a technology strategy council, a data council, an enterprise architecture council, and an innovation and emergency response council. These teams meet monthly to assess and monitor our digital transformation and opportunities to leverage emerging technologies, including AI and machine learning.
Employee AwarenessOur Data Privacy team guides our employees with tools, training, and information necessary to responsibly manage personal data and promptly report incident.
All employees have access to our Data Privacy Resource Center providing guidelines and incident reporting procedures. Employees are also provided ongoing training and testing on privacy and cybersecurity awareness. In addition, we have adopted internal procedures to assess new AI tools and make sure they comply with privacy requirements, mitigate bias, and increase fairness. Privacy and data protection procedures and standards are also communicated in our Code of Business Conduct and Ethics which requires annual mandatory training by all employees.
Kelly’s Information Security policies set the guardrails for internal processes and systems, guaranteeing our adherence and alignment to international security and privacy standards. We have adopted a cybersecurity risk management framework to ensure compliance and align with best industry practices. This includes the European Union’s General Data Protection Regulation (GDPR), California’s Consumer Privacy Rights Act, and additional laws and regulations in the geographies where we conduct business.
Oversight of Vendors and Supply ChainKelly has implemented processes to extend risk assessments on Privacy and Data Protection and Cybersecurity to its vendors. This assessment aims to identify potential blind spots among third parties using our network or handling confidential data on our behalf.
The range of the risk management controls includes but is not limited to, architecture reviews, SSAE audits, validation of vendor System and Organization Controls (SOC) such as SOC 1 and SOC 2 reports, particularly for critical vendors or those identified through our Sarbanes-Oxley (SOX) compliance activities. Ongoing monitoring and reporting of vendor security systems by an independent third party is also a core risk management control. Our program also includes internal vulnerability assessments by an external third party, data protection impact assessments, artificial intelligence impact assessments, annual enterprise risk assessments, and incident response and notification procedures as risk mitigation tools. Data Protection Agreements are used in our contracting process, including region-specific approaches such as European Union standard contractual clauses (SCCs) for privacy compliance.
As one of the industry innovators in the staffing industry, Kelly continues its transformative journey by embracing technological advancements and digital innovations. In 2023, we advanced our efforts in digital transformation, particularly considering the dynamic landscape of AI and emerging technologies, to better align with the evolving needs and interests of our talent and customers. Our commitment to enhancing customer and talent experience is exemplified by platforms such as Helix UX, which seamlessly integrates AI to transcend traditional boundaries and empower people to find meaningful work opportunities.
We have developed specific frameworks and platforms to lead automation and product development across our business units. These initiatives are designed to identify and cater to the unique preferences of our talent, ensure accessibility across different communication channels, and develop niche solutions tailored to our specialties.
While we strive to optimize talent engagement and job opportunities through digital platforms, we remain mindful of the ethical considerations surrounding AI and technology equity concerns. To address these issues, Kelly has formalized AI initiatives and adopted the NIST Artificial Intelligence Risk Management Framework. This provides a comprehensive approach to guide our teams in complying with industry best practices and standards throughout our product development and workstream initiatives.
AI and The Future of Work
Kelly conducts ongoing research and market engagement to identify and adjust our strategy in our preparation for the future of work. We provide flexible work opportunities for our workforce and have integrated systems to better connect and provide opportunities for our talent.
Our strategy revolves around strengthening our enterprise architecture technology framework to be responsive and adapt to market demands, considering how talent search and engage in work, and how customers find talent and provide opportunities in the workplace. By providing exciting and inclusive technologies that can effectively attract the best talent and foster a smarter, more inclusive, and human-centric work environment, we are integrating platforms and AI technologies to achieve our vision. Rather than being confined to monolithic solutions, the adaptability and human interaction in the deployment of these technologies is crucial. This flexibility is particularly important in the context of AI and the future of work, where rapid advancements in market trends demand agile systems capable of integrating services and interactions seamlessly.
Kelly Now
Kelly Now is a crucial achievement for Kelly, as it seeks to offer faster and more convenient services to both talent and customers. Through this platform, talent can enjoy job flexibility, faster onboarding, and direct communication with recruiters.
This internal platform will accelerate and adapt to the demand for more efficient and streamlined processes within our industry by providing options for personalized job opportunities.
Kelly Helix
In 2023, KellyOCG revamped the Kelly Helix platform by introducing Kelly Helix Analytics and enhanced Human Cloud Solutions. These two innovative solutions will improve user experience and value for our clients.
Built on state-of-the-art technical architecture, the platform delivers more real-time and customized data to our clients, enabling greater management of their external workforce. Due to the expertise of the KellyOCG teams, clients have been able to easily switch from obtaining insights from data storytelling, personalized dashboards, and improved clarity of global rates and performance indicators to influencing their talent strategies in a meaningful way. Key benefits include simplified freelancer engagement, empowering hiring processes, unmatched expertise, enhanced visibility, and stronger insights to empower decision-making.
Kelly Arc
Kelly Arc is our first two-sided talent marketplace platform, to help sales and recruiter teams bridge the gap between job demand and the availability of Robotic Process Automation (RPA) talent. RPA enables computer programming to automate human activities partially or fully, including operating email and attachments, moving files and folders, extracting structured data from documents, interacting with software, and performing data entry. With the proliferation of automation, Kelly Arc aims to revolutionize the RPA talent landscape and help customers and talent find meaningful work opportunities effectively.
Kelly Arc is designed with that optimal UX/UI in mind to facilitate a more seamless and intuitive way to connect employers with the right talent at the right time, and talent can easily find jobs that enrich their lives.
We aim to build on this core capability and continue to expand in multiple ways, including:
Geographical and skill-based expansions focused on niche spaces.
Continual addition of value through services that seamlessly bolt into the platform for both client and talent.
Talent and clients alike are demanding experiences similar to those that they enjoy in their private lives. Kelly Arc is our approach to respond to those demands and contribute to the future of work.
Our dedication to aligning with comprehensive sustainability reporting frameworks highlights our commitment to preserving the environment, ensuring social fairness, and upholding ethical governance. This strategic alignment is more than a corporate responsibility; it is a testament to our resolve to lead by example, navigating the complexities of sustainability challenges with transparency and integrity. Through this commitment, we aim to forge a path toward not only meeting our sustainability goals, but also contributing positively to the broader global agenda, making a tangible difference in the world we share.
In pursuit of excellence, we engage in external evaluations from agencies like CDP, EcoVadis, RBA, and S&P Global Corporate Sustainability Assessment (CSA), among others. These evaluations help us review our impact, find areas for improvement, and enhance our transparency.
