Governance

IN THIS SECTION:

GOVERNANCE

Key Highlights

Kelly is committed to conducting business in a legal, ethical, and trustworthy manner. Our governance framework is designed to promote integrity, accountability, regulatory compliance, and long-term value creation for all stakeholders— encompassing ethical conduct, effective risk oversight, and our responsibility to employees, customers, suppliers, and communities. These principles guide our decisions and shape our culture.

Board Composition & Oversight: 73% of directors are independent, supporting strong governance and sustainability oversight.
Employee Compliance: 99.5% of employees completed annual Code of Business Conduct and Ethics acknowledgment and global ethics training.
External Recognition: Achieved Silver status in EcoVadis, ranking in the top 5% of temporary employment companies.
Ethical AI & Innovation: Expanded AI governance and technology platforms to enhance transparency, compliance, and workforce flexibility.

Ongoing Priorities

Continue strengthening Board oversight of sustainability risks and opportunities
Align governance disclosures with evolving U.S. and global regulatory requirements
Benchmark governance practices against peer staffing firms.

SDG Alignment

GOVERNANCE

Business Conduct and Ethics

Corporate Governance

As Kelly approaches its 80^th anniversary, we continue our legacy of integrity and ethical business practices. We conduct business with transparency and comply with regulatory requirements in every country where we operate, guiding our decisions and setting clear expectations for employees and business partners.

Our corporate governance practices, overseen by the Board of Directors, are embodied in the Code of Business Conduct and Ethics for employees and the Supplier Code of Business Conduct for our global suppliers. All policies and procedures are reviewed annually to ensure alignment with best practices and industry standards. Executives, leadership, and employees are responsible for adhering to these integrity guidelines and ensuring compliance throughout our supply chain.

Over the past eight decades, Kelly has built a reputation for doing the right thing, and this milestone reinforces our enduring commitment to ethical practices, accountability, and transparency.

Strong corporate governance is essential to our sustainability and ethical business practices. Our framework ensures regulatory compliance, promotes transparency, and creates long-term value for stakeholders. The Board of Directors oversees strategy, accountability, and risk management, enhancing shareholder and stakeholder confidence.

For detailed information on our corporate governance structure, please refer to our current Proxy Statement.

Board Oversight of Sustainability

A snapshot of our Board

Total Members: 11
Independence: 73% independent
Average Age: 59 (range: 38–74)
Average Tenure: 3 years

Integrating Sustainability Into Board Oversight and Enterprise Risk

Kelly’s Board of Directors oversees sustainability-related risks and opportunities as part of its broader responsibility for enterprise risk and long-term strategy. Oversight is exercised through the full Board and its committees, with management responsible for implementation through established governance, risk management, and reporting processes.

Senior management provides the Board with quarterly updates on key sustainability topics through the Company’s Enterprise Risk Management program. In addition, the General Counsel reports annually to the Corporate Governance and Nominating Committee on the ESG Advisory Committee’s activities, reviews, and recommendations.

This governance framework ensures sustainability considerations are fully integrated into Board oversight, committee reviews, and strategic decision-making — supporting responsible growth, regulatory compliance, and long-term stakeholder value. This includes oversight of risks that could affect operations, client trust, regulatory compliance, or financial condition, including emerging environmental, social, and cybersecurity-related risks.

Committee-Level Oversight

Specific Board committees support sustainability oversight:

Governance and Nominating Committee – Oversees corporate governance principles and monitors policies, initiatives, and emerging risks related to Kelly’s sustainability strategy.
Audit Committee – Provides oversight of risk management, including financial impacts, internal controls, data integrity, and information security.
Compensation and Talent Management Committee – Oversees talent attraction, retention, leadership development, and total rewards practices, ensuring alignment with long-term performance and workforce priorities.

Since 2023, Kelly’s Chief Risk, Compliance, and Privacy Officer (Chief Risk Officer) has led the Company’s sustainability strategy, reinforcing alignment across enterprise risk management, compliance, and workforce initiatives.

The ESG Advisory Committee, comprised of cross-functional senior leaders, provides ongoing review, coordination, and recommendations to support enterprise-wide execution.

Mandatory Compliance Training

All employees are required to complete annual acknowledgments and compliance training, reinforcing the principles outlined in our Global Company Policies, including the Code of Business Conduct and Ethics, Corporate Sustainability Policy, and Anti-Bribery and Corruption standards. A global whistleblower hotline enables employees and stakeholders to raise concerns confidentially in accordance with applicable laws and regulations. This training ensures employees understand their responsibilities, remain current on regulatory and ethical requirements, and consistently apply policies in their daily work. Completion is centrally tracked to maintain accountability and alignment across the organization.

Code of Business Conduct and Ethics

The Board upholds the highest legal and ethical standards through our Code of Business Conduct and Ethics, which applies to all directors, officers, and employees. The Code is reviewed annually to ensure regulatory compliance and alignment with our culture and best practices. It guides the recognition of ethical issues, discourages wrongdoing, encourages reporting concerns, and fosters a culture of honesty and accountability. It covers conflicts of interest, anti-bribery, trade compliance, insider trading, confidentiality, financial reporting, asset use, fair dealing, workplace behavior, corporate sustainability, legal compliance, risk tolerance, anti-human trafficking, health, and safety, among other areas. All members must acknowledge and accept the Code, which includes enforcement mechanisms to ensure adherence.

Global Company Policies

Our commitment to integrity, fairness, and responsible business practices is guided by our governance principles. Kelly’s global policies address pressing challenges—from ethical labor practices to extreme weather events and community enrichment. For a comprehensive list of our policies, please visit Kelly Policies.

Human Rights

In 2025, Kelly strengthened its Human Rights Policy to reinforce the company’s commitment to protecting employees, candidates, and business partners from human rights violations while upholding dignity, equality, and respect throughout operations and the supply chain. The policy is aligned with international standards, including the Universal Declaration of Human Rights, ILO Core Conventions, the UK Modern Slavery Act, and the UN Guiding Principles on Business and Human Rights (UNGPs), and is reviewed annually.

Kelly maintains a zero-tolerance policy against human trafficking, harassment, forced labor, child labor, and any related activities. Compliance is regularly assessed through audits and evaluations conducted by our Internal Audit, Law, and Risk & Compliance teams.

Supplier Code of Conduct

Our Supplier Code of Conduct ensures that our suppliers operate according to Kelly’s legal and ethical standards. It establishes expectations for safe working conditions, respect for workers’ dignity, adherence to international human rights principles, business ethics, and sustainable environmental practices. Suppliers joining the Kelly network must read, accept, and adhere to this Code, which is accessible via our website and Supplier Portal.

Corporate Sustainability

Kelly enhanced its Corporate Sustainability Policy in 2025 to reaffirm our commitment to improving workplaces, supporting communities, and promoting socially, ethically, and environmentally responsible practices. Since 1946, we have pursued sustainability with the highest standards of corporate citizenship, focusing on worker protection, health, environmental conservation, and legal compliance. Through partnerships and transparent practices, we uphold our values, drive positive societal impact, and maintain a global commitment to equal opportunity and human rights.

Privacy

Kelly’s Privacy Statement outlines our approach to the collection, storage, and use of personal information from individuals accessing our websites, employment and outsourcing services, and representatives of our customers, service providers, and suppliers. This policy, applicable to Kelly Services and its subsidiaries as data controllers, informs our practices for collection, usage, and sharing. For more details, see the Privacy, Data Protection, and Cybersecurity section of this report.

Due diligence: Investigations and Whistleblower Hotline

Kelly communicates global policies and reporting mechanisms to employees, managers, and talent. We provide an independently managed whistleblower hotline for confidential and anonymous reporting by employees, customers, and suppliers. Investigation teams promptly address all concerns, assess impact, and conduct investigations. Kelly encourages reporting unethical or unsafe behavior without fear of retaliation through the Business Conduct & Ethics Reporting Program, available 24/7.

Hotline: 877.978.0049
Online: kellyservices.ethicspoint.com

Identifying Risks

The ERM team conducts ongoing risk assessments to identify potential threats across the enterprise. This includes operational, financial, strategic, and compliance risks. Risk owners across departments are engaged to ensure that emerging issues are proactively monitored and addressed.

Mitigating Risks

To manage identified risks, the ERM team designs targeted mitigation programs in collaboration with Legal, Human Resources, IT, Data Privacy, Compliance, and business teams. Mitigation efforts include:

Operational risk: day-to-day monitoring and management of critical processes
Strategic risk: long-term enterprise-level planning and scenario analysis
Critical risk focus: initiatives addressing areas of highest impact or sensitivity

Reporting and Oversight

Quarterly, the ERM team reports to the Audit Committee on key risk exposures, mitigation effectiveness, and improvements to monitoring and measurement practices. IT and Internal Audit provide additional updates on cybersecurity, data privacy, and compliance controls. The Vice President of Internal Audit independently evaluates ERM processes and reports findings directly to the Audit Committee.

Crisis Management and Sustainability Risk

The ERM team leads crisis response planning and provides updates on operational impacts, including cybersecurity and other emerging risks. Since 2023, sustainability-related risks are reviewed as part of ERM assessments, with material disclosures included in the Company’s annual 10-K filing.

Risk Management

Kelly’s Enterprise Risk Management program, led by the Chief Risk Officer, provides a structured approach to identifying, assessing, and monitoring risks across the organization. Key risk areas—including operational, financial, strategic, compliance, and sustainability-related risks—are reported to the Audit Committee as part of a quarterly review process.

Business Continuity

Kelly’s business continuity planning is fully integrated into enterprise strategy, ensuring internal resources prioritize strategies to identify, assess, and mitigate disruptions that could impact operations or employee health and safety. The ERM team actively prepares for events such as natural disasters, extreme weather, power outages, civil unrest, political instability, or other operational interruptions. During crises, the CRO and senior leaders provide the Board with scenario assessments, evaluating potential impacts on cybersecurity, employee safety, operations, and global markets. Board guidance and oversight enhance Kelly’s risk mitigation strategies and strengthen crisis response capabilities.

Governance and Oversight

Our Enterprise Risk Management program manages material risks, including cybersecurity threats across Kelly, its subsidiaries, and third-party partners. The Chief Information Security Officer (CISO) leads cybersecurity risk evaluation and mitigation, collaborating with IT, legal, risk, insurance, and compliance teams. We follow the NIST Cybersecurity Framework (NIST CSF) and undergo annual third-party assessments to ensure resilience. Compliance with GDPR, CCPA, and other data privacy laws is continuously maintained.
Internal measures include monitoring, access controls, asset management, and comprehensive training programs. The Board of Directors, primarily through the Audit Committee, oversees cybersecurity and information security risks as part of its enterprise risk management responsibilities.

Privacy, Data Protection, and Cybersecurity

We prioritize data security by implementing rigorous privacy and data protection measures to safeguard stakeholder information. Managing sensitive data from candidates, employees, customers, and suppliers demands constant vigilance, especially with our global operations and technology use.

Employee Training and Awareness

Kelly equips employees with tools, training, and information to responsibly manage personal data. Our Data Privacy Resource Center provides guidelines and incident reporting procedures. Employees receive ongoing privacy and cybersecurity training, including testing and AI tool evaluation for compliance, risk mitigation, and fairness. Annual training on privacy and artificial intelligence standards is required for all employees and suppliers and reinforced through our Code of Business Conduct and Ethics.

Vendor and Supply Chain
Risk Management

The Vendor and Supply Chain Risk Management program focuses on technology, data protection, and cybersecurity risks associated with third-party service providers that process information or support Kelly’s digital operations.

Third-party service providers are integral to our cybersecurity strategy. We perform risk assessments at the start of vendor relationships and conduct ongoing evaluations through our ERM framework. Critical vendors undergo architectural reviews, contractual data protection clauses, AI impact assessments, SSAE audits, and SOC 1 & SOC 2 Type II report reviews. Our integrated approach, aligned with the NIST CSF, ensures comprehensive monitoring and independent reporting, maintaining high standards across our vendor and supply chain ecosystem.

Ethical AI (Artificial Intelligence) and Digital Innovation

As a global leader in workforce solutions, Kelly embraces technological advancement to enhance how people connect to work. We invest in digital innovation and automation to improve access, efficiency, and transparency across the talent lifecycle, while maintaining a strong focus on ethical use, accountability, and human-centered design.

Our approach to artificial intelligence is guided by a robust governance framework grounded in transparency, oversight, and continuous evaluation. Kelly maintains an Ethical AI Policy and delivers training programs that reinforce responsible AI use across the organization. To further align with leading practices, we adopted the National Institute of Standards and Technology (NIST) AI Risk Management Framework, supporting consistent risk identification, mitigation, and monitoring as AI technologies evolve.

Spotlight: AI Adoption and the Skills Gap

Insights from Kelly’s Global Re:work Report highlight a growing disconnect between leaders and employees on the impact of artificial intelligence in the workplace. While most executives view AI adoption as essential to long-term success, many workers report limited benefits and ongoing uncertainty.

The findings point to a critical need to close gaps in technology, skills, and trust. By aligning AI adoption with training, career development, and transparent communication, organizations can better support workforce readiness and unlock the full value of emerging technologies.

Advancing the Future of Work

Kelly continuously adapts its workforce strategies to reflect changing labor markets, emerging technologies, and evolving talent expectations. Through ongoing research, market engagement, and client collaboration, we refine our approach to ensure work opportunities remain accessible, flexible, and aligned with both business and worker needs.

Our technology strategy emphasizes flexibility and integration, enabling us to adapt quickly as workforce needs, AI capabilities, and market conditions evolve. By understanding how talent searches for and engages with work—and how customers source and manage talent—we design solutions that are responsive, sustainable, and human-centric. This flexibility is essential in an environment shaped by rapid AI advancement, where systems must evolve alongside people, skills, and work models.

Thought Leadership in Action

Kelly leverages executive expertise and industry dialogue to anticipate future-of-work trends, inform decision-making, and strengthen governance practices across the enterprise. In 2025, leaders hosted discussions and published insights on topics including skills-based hiring, AI adoption, hybrid workforce strategies, employee engagement, and supplier management.

These initiatives demonstrate how Kelly’s governance approach:

Guides ethical and effective decision-making through responsible AI adoption, vendor oversight, and data-driven workforce strategies.
Supports operational resilience by translating future-of-work insights into policies and frameworks that strengthen workforce planning and organizational agility.
Informs clients and industry partners with actionable guidance that connects talent strategy, operational efficiency, and sustainable business practices.

By embedding thought leadership into governance practices, Kelly ensures that strategic decisions reflect a future-ready, resilient, and adaptable workforce, reinforcing robust oversight and long-term organizational accountability.

GOVERNANCE

Communication and Reporting

Transparent Accountability

Kelly recognizes that sustainability is a continuous journey, and effective communication is essential to driving meaningful impact. By sharing our progress, engaging stakeholders, and reporting transparently, we foster trust, reinforce accountability, and identify opportunities to improve outcomes across our business and the communities we serve.

We participate in external assessments and benchmarking initiatives, including CDP and EcoVadis, to evaluate and strengthen our performance. In addition, we measure and disclose sustainability information in alignment with leading frameworks such as GRI, ISSB disclosure guidelines, TCFD recommendations, and SASB. These frameworks and assessments provide consistent, globally recognized structures for evaluating performance and ensuring transparency.

Together, they enable us to track progress, identify areas for improvement, and benchmark against evolving expectations. They also support a comprehensive view across key topics, including environmental impact, ethical business practices, social responsibility, responsible workforce structures, and corporate governance.

By linking performance insights to actionable initiatives, we continue to advance responsible business practices, strengthen accountability, and create long-term value for our stakeholders.