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Code of Ethics & Conduct
Introduction - General Statement of Company Policy
It is the Company's policy to conduct business in accordance with federal, state and local laws. This policy demands adherence to the highest standard of business ethics and conduct. This requires that we help secure the loyalty of our customers, the commitment of our employees and the goodwill of the communities in which we operate.
In this spirit, all Company directors, officers and employees will:
- know, understand and comply with both the spirit and letter of the laws, regulations and codes of conduct governing the conduct of our business;
- conduct all dealings with our customers, suppliers and competitors fairly, with honesty and integrity;
- act in good faith, responsibly, with due care, competence and diligence;
- avoid conflicts of interest, both real and perceived, in personal and professional relationships and never compete directly or indirectly, with the Company;
- ensure that all transactions are handled honestly and recorded and reported in an accurate, timely and objective manner;
- protect information that belongs to the Company, our customers, suppliers and fellow workers;
- protect the Company's assets and ensure their efficient use and report any suspected incident of fraud or theft immediately;
- never use their position with the Company or Company assets or information for improper personal gain;
- respect the rights of all employees to fair treatment and equal opportunity, free from discrimination or harassment of any type; and
- recognize that even the appearance of misconduct or impropriety can be very damaging to the reputation of the Company and act accordingly.
If you violate this Code you will be subject to disciplinary action, up to and including, termination. If you are in a situation which you believe may violate or lead to a violation of this Code, please refer to the Guidelines described at the end of this Code.
Table of Contents
- Compliance with the Law.
- Confidential Information.
- Securities Laws and Insider Trading.
- Unauthorized Use of Company Property or Services.
- Conflicts of Interest.
- Gifts and Entertainment.
- Corporate Opportunities.
- Accurate Books and Records.
- Fair Competition.
- Antitrust.
- Non-Discrimination.
- Anti-Harassment.
- Environment, Health and Safety.
- Copyrights and Computer Software.
- Outside Employment.
- International Business.
1. Compliance with the Law.
The foundation on which the Company's Code of Ethics and Conduct is built is obeying the law. We will comply with the law, both in letter and in spirit, in all of the countries where we do business. It is each person's responsibility to attend Company training sessions regarding matters covered by this Code and maintain a working knowledge of business law and ethics, both by studying these guidelines and other materials given to you by the Chief Compliance Officer's office and by paying attention to publications, broadcasts and other generally available sources of information about these matters.
2. Confidential Information.
Confidential Company information is an important corporate asset that merits the same protection as our physical assets. It is very important for all employees to safeguard the Company's confidential information and to refuse any improper access to such information, entrusted to us for whatever purpose.
In terms of our own confidential information, the following are our guidelines:
- Any Company proprietary information to which any of us may have access should be discussed with others within the Company only on a need-to-know basis.
- If we wish to disclose our confidential information to any people outside of the Company, it should be done only pursuant to confidentiality agreements, which can be provided by our Chief Compliance Officer or legal counsel.
- We should always be alert to inadvertent disclosures that may arise in either social conversations or in normal discussions and correspondence with our suppliers and customers.
Confidential or proprietary information of our Company includes any information, whether or not in tangible form, that is not generally disclosed to the public and/or that is useful or helpful to the Company and/or which would be useful or helpful to competitors of the Company and/or that could be damaging to the Company's reputation or standing within the software industry or the industries of our customers. It includes information sometimes referred to as "trade secrets." Common examples include licenses, computer programs, source or object code, designs, algorithms, technology, ideas, know-how, processes, formulas, compositions, financial data, sales and cost figures for individual products, plans for new products or advertising programs, areas where the Company intends to expand or improve its products, lists of suppliers, lists of customers, wage and salary data, research and development, projected earnings, changes in management or policies of the Company, product specifications or price lists and customer service programs or strategies. Confidential information also includes all information concerning legal matters of any kind, including lawsuits, claims, demands, judgments and settlements. All legal documents (e.g. contracts, settlement agreements) are always confidential.
We also have an obligation to protect the confidential information provided to us by our customers, our suppliers and fellow workers during the course of our business. They expect our confidentiality - just as we expect theirs. Issues with respect to confidential information may also arise in securities transactions. Please refer to the "Securities Laws and Insider Trading" section below.
3. Securities Laws and Insider Trading.
It is both illegal and against Company policy for any individual to profit from undisclosed (also called "inside") information relating to the Company or any company with which we do business. Anyone who has any material inside information - whether relating to the Company directly or indirectly - that the Company has not yet made public may not purchase or sell any of the Company's securities. Also, it is against Company policy for any director, officer or employee who may have material non-public information about any of our suppliers, customers or any company with which we do business to purchase or sell the securities of that company.
These rules are covered in more detail in our Insider Trading Policy. You should become familiar with that policy and consult it before initiating any transaction in the Company's securities or those of our customers or others with which we do business.
If you are uncertain about the legal rules involving your purchase or sale of any securities of the Company or any securities in companies familiar to you by virtue of your work for the Company, you should consult with the Company's Chief Compliance Officer before making any such purchase or sale.
4. Unauthorized Use of Company Property or Services.
You may only use Company property (including the e-mail system) for legitimate business purposes. No one may use or remove from Company premises any Company property or services for any personal benefit or the personal benefit of anyone else. The Company realizes that sometimes the line between personal and Company benefits is difficult to draw, and sometimes there are both personal and Company benefits in certain activities. The only prudent course of conduct is to make sure that any use of Company property or services that is not solely for the benefit of the Company is approved in advance by your supervisor.
5. Conflicts of Interest.
We expect Company directors, officers and employees to avoid any association that might conflict with their loyalty to the Company or compromise their judgment. A conflict of interest exists whenever a person's private interests and his or her business responsibilities are at odds. The Company prohibits conflicts of interest, except under circumstances described below.
While it is not possible to identify every particular activity that might give rise to a conflict of interest, examples of conflicts of interest that should be avoided include the items listed below; certain of these items are also discussed in further detail in other sections of this Code:
- any consulting or employment relationship with any customer, supplier or competitor;
- any outside business activity by an employee that is competitive with the Company's business;
- receiving any gifts, gratuities or excessive entertainment from any person or entity with which the Company has business dealings other than commonly distributed items of nominal value that are given for advertising or promotional purposes or those that conform to customary industry practices;
- using for personal gain or for the benefit of others, confidential information obtained during your employment with the Company;
- loans to, or guarantees of obligations of, directors, officers or employees;
- taking advantage of an opportunity that you learned of in the course of your employment with the Company;
- employees owning stock in a competitor or supplier other than insignificant amounts in publicly traded companies; and
- selling anything to the Company, buying anything from the Company or entering into business transactions with the Company on terms other than those which apply to unaffiliated third parties, unless approved in advance by the Company's Board of Directors.
Any situation that presents a conflict of interest for you would probably also present a conflict of interest if it is related to a member of your family or a close relative and, therefore, should be avoided. For example, ownership of stock in competitors or suppliers, or receipt of gifts or entertainment by members of your immediate family would create the same conflict of interest as if the stock were owned or the entertainment received by you. In difficult situations, you should discuss the situation with your supervisor or the Company's Chief Compliance Officer to prevent possible misunderstandings and embarrassment at a later date.
If you think you may have a direct or indirect conflict of interest - or know of a conflict of interest that exists elsewhere in the Company - you must disclose such potential conflict to your immediate supervisor or the Chief Compliance Officer.
After an employee has disclosed a potential conflict, a determination will be made either by the Chief Compliance Officer, an executive officer of the Company or by the Board of Directors, depending on the nature or extent of the conflict as to what course of conduct to follow, including whether to divest the conflicting interest, return the benefit or gain received, or realign duties and responsibilities.
6. Gifts and Entertainment.
It is contrary to Company policy for employees or members of their immediate families to accept gifts, services, discounts or favors from those with whom the Company does business or considers doing business. Gifts, entertainment, favors or gratuities are subject to the following guidelines:
- Employees may accept gifts of nominal value ordinarily used for sales promotion (for example, calendars, appointment books, pens, etc.)
- Ordinary "business lunches" or reasonable entertainment consistent with local social and business customs are permissible.
If you receive a gift that does not fall within these guidelines, you must report it to your supervisor and the gift must be returned. If return of the gift is not practical, it should be given to the Company for charitable disposition or such other disposition, as the Company deems appropriate.
7. Corporate Opportunities.
Employees, officers and directors are prohibited from taking for themselves personally opportunities that arise as a result of corporate property, information or position without the consent of the Board of Directors. No one may use corporate property, information, or position for improper personal gain and no employee may compete with the Company directly or indirectly. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
8. Accurate Books and Records.
The Company requires honest and accurate recording and reporting of all Company information. All of the Company's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company's transactions and must conform both to applicable legal requirements and to the Company's system of internal controls.
The law requires us to maintain books and records that accurately reflect the true nature of the transactions entered into or conducted by or on behalf of the Company. In all of our operations, it is against Company policy, and possibly illegal, for any director, officer or employee to cause our books and records to be inaccurate in any way.
Senior financial officers and anyone involved in preparing the Company's disclosure documents (such as SEC filings or press releases) must also ensure that these documents fully, fairly, accurately and timely present the required information in an understandable manner.
Transactions must be executed: (a) in accordance with management's authorization and (b) in a manner which permits preparation of the Company's financial statements in conformity with generally accepted accounting principles (GAAP) and other applicable criteria. Expense reimbursements must accurately reflect the true nature and amount of the expenses. These are just a few examples of maintaining accurate books and records.
It is very important that no one create, or participate in the creation of, any records that are intended to mislead anyone or conceal any improper act or conduct.
9. Fair Competition.
We intend to succeed in the marketplace through superior performance, not by unethical or manipulative practices. The Company and its directors, officers and employees must treat customers and suppliers honestly and fairly. No one shall make false, misleading or disparaging remarks to customers or suppliers about other customers/suppliers or about competitors of the Company, their products or services. Company directors, officers and employees are prohibited from offering or paying items that may be construed as bribes or kickbacks.
10. Antitrust.
We will compete vigorously and comply with all applicable antitrust and competition laws. The antitrust laws generally prohibit agreements that restrict competition and include agreements between competitors as to pricing, bidding, production, supply and customer practices. These laws also apply to various forms of unfair conduct that may tend to create a monopoly. Since these laws are far-reaching and very complicated, you should contact the Chief Compliance Officer before taking any action or not taking any action that may implicate these laws.
11. Non-Discrimination.
The Company is committed to allowing employees to progress based on their talents and the Company will not tolerate any discrimination of any kind or in any form. No employment decision of any kind may be based in any way on an employee's or employment applicant's race, color, gender, religion, age, national origin, marital status, sexual orientation, disability or any other personal attribute or circumstance unrelated to job performance abilities. Each director, officer and employee is subject to these strict standards. The Chief Compliance Officer and our Human Resources Department are responsible for enforcement of this policy. If you believe this policy has been violated by anyone, contact the Chief Compliance Officer or Human Resources Department immediately.
12. Anti-Harassment.
The Company expects all personnel to follow a simple standard: all employees must be treated with respect. "Harassment" covers a wide spectrum of conduct and includes (but is not limited to) verbal harassment (e.g., epithets, slurs, derogatory statements), physical harassment (e.g., hitting, pushing or other aggressive contact) and visual harassment (e.g., posters, cartoons, drawings). This Code sets out a simple standard and everyone associated with the Company must abide by it. Anyone who believes this standard is not being maintained should contact the Chief Compliance Officer or Human Resources Department immediately.
13. Environment, Health and Safety.
It is the Company's policy to establish and manage a safe and healthy work environment and to manage its business in a manner that is sensitive to the environment and conserving natural resources. The Company will comply with all environmental, health and safety laws. In addition, Company policy prohibits the use or possession of any illegal drug, any legal prescription drug that is a controlled substance (except by the person to whom the prescription has been issued and consistent with the prescribed directions for use), or any alcohol on Company property, except in the case of Company-sanctioned events. Directors, officers and employees are also prohibited from being on Company property under the influence of alcohol or any controlled or illegal substance.
14. Copyrights and Computer Software.
Our policy is to respect copyright laws and observe the terms and conditions of any license agreements to which the Company is a party. In most cases, this means that the software used by our employees is copyrighted and the Company does not have the right to make copies of that software except for backup purposes. This includes not only the substantial software programs the Company may license, but also the smaller so-called shrink-wrap programs typically used for word processing, spreadsheets and data management.
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15. Outside Employment.
The Company requires the full attention of its employees. In general, this level of attention makes it impractical for employees to pursue extensive employment outside the Company. Moreover, outside employment also could lead to a conflict of interest for the employee. Consequently, any outside employment must be approved in advance by the Chief Compliance Officer or the Human Resource Department.
16. International Business.
The Company should observe the highest ethical standards in all of its business transactions - including those involving foreign countries. We should not take any action in connection with any international transaction and take no action in any foreign country that would be illegal or improper in the US. Of course, all employees are expected to observe all applicable foreign laws to which they or the Company may be subject. This includes foreign tax laws, customs duties and regulations, drug testing, licensing, manufacturing and marketing laws, rules and regulations and currency restrictions. No actions should be taken that are intended to improperly circumvent the application of such laws. Some of the concerns raised by international business are as follows:
(a) Foreign Corrupt Practices Act.
The Foreign Corrupt Practices Act prohibits a public company, or any officer, director, employee or agent of that company from, among other things, making an offer, payment, promise to pay or authorization of the payment of any money, or offer, gift, promise to give, or authorization of the giving of anything of value to any foreign official, any foreign political party or official thereof or any candidate for foreign political office, or any other person, such as a foreign agent or consultant, knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any foreign official, any foreign political party or official thereof, or any candidate for foreign political office, for the purpose of (i) influencing any act or decision of such foreign official in his official capacity, (ii) inducing such foreign official to do or omit to do any act in violation of the lawful duty of such official, or (iii) securing any improper advantage, or inducing such foreign official to use his influence with a foreign government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality, in order to assist the Company in obtaining or retaining business for or with, or directing business to, any person.
There is an exception for routine governmental action, which includes any facilitating or expediting payment to a foreign official, political party or party official the purpose of which is to expedite or to secure the performance of a routine governmental action by a foreign official, political party or party official. However, before any officer, director, employee or agent of the Company makes any offer, payment, promise, or gift to any foreign official, foreign political party or official thereof or candidate for foreign political office, or any agent of the Company, or authorizes any of such acts on behalf of the Company, the officer, director, employee or agent must consult with the Chief Compliance Officer to obtain approval.
(b) Antiboycott Laws.
U.S. antiboycott laws prohibit or severely restrict the Company from participating in boycotts against countries friendly to the US, and require the Company to report both legal and illegal boycott requests to the U.S. government. Any employee involved in selling our products internationally must become familiar with the antiboycott laws and observe all of their requirements.
(c) New Foreign Countries.
The decision to expand our distribution or to establish an operation in any other country, besides those in which we are already qualified to do business, may carry many important legal and tax implications. No Company director, officer or employee should undertake to expand our operations into any country outside the US without prior consultation with the Company's Chief Compliance Officer.
(d) Export Controls.
In general, any goods that we sell to a customer in a foreign country must be covered by an export license. There are certain statutory licenses which allow exporting of certain products - generally nonmilitary or nonhigh-technology goods - to our allies without any further license. Export control regulations are, however, quite complex, and any employee involved in any export transaction must observe at least the following two rules:
- Employees should satisfy themselves that there is some regulation or specific export license that covers the export they want to make. This includes exports of technology, as well as exports of goods or services.
- Any information that an employee furnishes either to our employees, to the government or to companies that we may have hired to facilitate our export transactions must be truthful and accurate. This includes both information as to the technology in question and information as to the economic value of the exports.
Employees involved in our export business also have an obligation to be reasonably alert to situations in which inaccurate information may have been furnished, either to us or to any of our agents, involving the ultimate destination or use of the goods. This is particularly important for goods of the type that are not permitted to be shipped to certain countries. If any Company employee believes that there is any doubt as to the truth or accuracy of the information being furnished us regarding the ultimate destination or use of products we export, the employee should contact his/her supervisor or the Chief Compliance Officer.
The definition of "export" is quite broad and can include conversations of a technical nature with a citizen of another country even though that conversation takes place entirely within the US. Another example of a possible export would include tours of our facilities where foreign visitors could obtain technical information. If there is any doubt as to whether any situation involves an "export" within the meaning of our export control laws, the Chief Compliance Officer should be consulted.
(e) Imports.
All goods imported into the US must pass through customs and, except in some limited cases where there are exemptions, a duty must be paid. The amount of that duty is based upon the classification of the goods and the value of the merchandise. All information furnished to any customs official or to any agent that the Company hires to facilitate our imports must be truthful and accurate.
Guidelines.
When you are faced with a business decision that seems to have ethical overtones, here are some questions that should be helpful to determine if your actions are proper:
- Will there be any direct or indirect negative consequences for the Company?
- Am I adhering to the spirit, as well as the letter, of the Company's Code of Ethics and Conduct, and any law or Company policy that may be involved?
- Would I be proud to explain my actions to my family, fellow employees - or on tonight's news broadcast?
If you remain uncertain about what to do, stop and ask the appropriate person. Speak with your supervisor or, if you prefer, communicate with any of the other points of contact identified in this Code. You are responsible for complying with the procedures described in this Code. If you have any doubt, ask for help. You may always report any suspected violation of this Code in confidence and without fear of retaliation.
Your Obligations.
Every director, officer and employee must comply with this Code and must be alert and sensitive to situations that could result in illegal, unethical, or improper action. Each director, officer and employee has the obligation to report potential or actual violations of this Code to his or her immediate supervisor, or, alternatively, to the Chief Compliance Officer or other department head noted in this Code. Conduct that violates this Code will constitute grounds for disciplinary action - ranging from reprimand to termination and possible criminal prosecution. You are expected not only to adhere to this Code of Ethics and Conduct, but to exercise good judgment in all circumstances. In addition, disciplinary measures will apply to any supervisor or manager who directs or approves of conduct in violation of this Code.
If you have any questions about the proper application of these guidelines or about what is required by the law in any given situation, you must consult with the Chief Compliance Officer or appropriate Company officer or department.
Should you need advice, or if you have reason to believe that a domestic or foreign law could be violated in connection with Company business, notify your supervisor, or the Chief Compliance Officer or appropriate Company officer or department at once. If your situation requires that your identity be kept a secret, your anonymity will be protected. You can call 877-888-0002 (toll free) to anonymously report a violation of this Code.
Under no circumstances will any employee be subject to any disciplinary or retaliatory action for reporting a violation or potential violation. However, making known false or malicious reports will not be tolerated, and anyone filing such reports will be subject to appropriate disciplinary action which could include termination.
Certain Administrative Matters.
Distribution.
Every current and new director, officer and employee of the Company shall be given a copy of this Code. This Code is available in the Company's Human Resources Department and the Chief Compliance Officer's office, is posted on the Company's intranet and on the Company's website.
Audits.
In some cases, compliance with our policies will be monitored by periodic audits. These may be done by the Company's outside legal counsel or at the direction of the Chief Compliance Officer or appropriate Company officer or department. All directors, officers and employees are required to cooperate fully with any such audits and to provide truthful and accurate responses to any request.
Changes, Amendments and Waivers.
Any change, amendment or waiver of this Code may be made only by the Board of Directors. In the event of any change or amendment to this Code, such change or amendment will be distributed to directors, officers and employees in the most expeditious way possible. Waivers of this Code, will rarely, if ever be granted. Changes, amendments and waivers and will also be disclosed promptly as required by law.
Nonexclusivity.
No representation is expressed or implied that the policies stated herein are all the relevant policies nor that they are a comprehensive, full or complete explanation of the laws or standards of conduct that are applicable to the Company and its employees. All Company directors, officers and employees have a continuing obligation to familiarize themselves with applicable law and Company policy.
Nothing contained in this Code of Ethics and Conduct is intended by the Company to be, nor shall it be construed as, an employment agreement.
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