PURPOSE:

Company associates will maintain the highest ethical standards in the conduct of Company affairs. Intent of this policy is that each associate will conduct the Company’s business with integrity and comply with all applicable laws in a manner that excludes considerations of personal advantage or gain.

The following is a summary of the Company’s policy with respect to (1) gifts, favors, entertainment and payments given or received by Company associates, (2) potential conflicts of interest and (3) certain other matters:

GENERAL POLICY APPLICATION:

Compliance with Laws, Rules and Regulations: 

The Company requires that all employees, officers and directors comply with all laws, rules and regulations applicable to the Company wherever it does business, including with respect to the conduct of business with governments and the protection of classified information. You are expected to be familiar with the laws, rules and regulations applicable to your work and workplace, and such additional laws, rules and regulations which may apply

Gifts, Favors, and Payments:

Employees, officers and directors must not accept, or permit any member of his or her Immediate Family to accept, any gifts, gratuities or other favors from any customer, supplier or other person doing or seeking to do business with the Company, other than items of nominal value in the circumstances. If you are uncertain whether a gift is of nominal value, please contact the Legal Department. Any gifts that are not of nominal value should be returned immediately and reported to your supervisor. If immediate return is not practical, they should be given to the Company for charitable disposition or such other disposition as the Company believes appropriate in its sole discretion. For purposes of this policy, a gift of $100 or less will be considered to be of “nominal value” if otherwise lawful. Common sense and moderation should prevail in the acceptance or provision of business entertainment for the Company. Employees, officers and directors should provide, or accept, business entertainment to or from anyone doing business with the Company only if the entertainment is infrequent, modest in light of the circumstances and intended to serve legitimate business goals. It is not unusual for software and hardware companies in the Company’s industry to offer free software and/or hardware to employees for testing purposes. 

Conflicts of Interest:

Associates should avoid any situation which involves or may involve a conflict between their personal interest and the interest of the Company. As in all other facets of their duties, associates dealing with customers, suppliers, contractors, competitors or any person doing or seeking to do business with the company are to act in the best interest of the company. Each associate shall make prompt and full disclosure in writing to their manager of any potential situation which may involve a conflict of interest. Such conflicts include:

1. Ownership by associate or by a member of their family of a significant interest in any outside enterprise which does or seeks to do business with or is a competitor of the company.
2. Serving as a director, officer, partner, consultant, or in a managerial or technical capacity with an outside enterprise which does or is seeking to do business with or is a competitor of the company. Exceptions to this can be approved by the Chief Executive Officer of XYZ.
3. Acting as a broker, finder, go-between or otherwise for the benefit of a third party in transactions involving or potentially involving the Company or its interests.
4. Any other arrangements or circumstances, including family or other personal relationships, which might dissuade the associate from acting in the best interest of the company.

Confidential Information:

The revelation or use of any confidential product information, data on decisions, plans, or any other information which might be contrary to the interest of the Company without prior authorization, is prohibited. The misuse, unauthorized access to, or mishandling of confidential information, particularly personnel information, is strictly prohibited and will subject an associate to the Discipline Policy up to and including immediate discharge.

Compliance:

Any violation of this policy will subject the associate to Administrative disciplinary action or immediate discharge. Any Company associate having knowledge of any violation of the policy shall promptly report such violation to the appropriate level of management. Each vice president and company officer of XYZ is responsible for compliance in their area of responsibility. When questions arise concerning any aspect of this policy, contact the corporate Vice President Human Resources.

Insider Trading: 

Employees, officers and directors who have material non-public information about the Company or other companies, including our suppliers and customers, as a result of their relationship with the Company are prohibited by law and Company policy from trading in securities of the Company or such other companies, as well as from communicating such information to others who might trade on the basis of that information. 

Honest and Ethical Conduct and Fair Dealing 

Employees, officers and directors should endeavor to deal honestly, ethically and fairly with the Company’s suppliers, customers, competitors and employees. Statements regarding the Company’s products and services must not be untrue, misleading, deceptive or fraudulent. You must not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.