Code of Conduct
“Be considerate.” Data-Tech will generally apply those words to how we serve our clients. But “Be considerate” is much more than that. Yes, it’s about providing our clients unbiased access to information, focusing on their needs and giving them the best products and services that we can. But it’s also about doing the right thing more generally – following the law, acting honorably and treating each other with respect.
The Data-Tech Code of Conduct is one of the ways we put “Be considerate” into practice. It’s built around the recognition that everything we do in connection with our work at Data-Tech will be, and should be, measured against the highest possible standards of ethical business conduct. We set the bar that high for practical as well as aspirational reasons: Our commitment to the highest standards helps us hire great people, build great products, and attract loyal clients. Trust and mutual respect among employees and clients are the foundation of our success, and they are something we need to earn every day.
So please do read the Code, and follow both its spirit and letter, always bearing in mind that each of us has a personal responsibility to incorporate, and to encourage other co-workers to incorporate, the principles of the Code into our work. And if you have a question or ever think that one of your fellow employees or the company as a whole may be falling short of our commitment, don’t be silent. We want – and need – to hear from you.
Who Must Follow Our Code?
We expect all of our employees and Board members to know and follow the Code. Failure to do so can result in disciplinary action, including termination of employment. Moreover, while the Code is specifically written for Data-Tech employees and Board members, we expect Data-Tech contractors, consultants and others who may be temporarily assigned to perform work or services for Data-Tech to follow the Code in connection with their work for us. Failure of a Data-Tech contractor, partner, reseller, consultant or other covered service provider to follow the Code can result in termination of their relationship with Data-Tech.
What If I Have a Code-Related Question or Concern?
If you have a question or concern, don’t just sit there. You can contact your manager. If you want to remain anonymous, you can make a report of a suspected violation or concern through your manager.
Data-Tech prohibits retaliation against any worker here at Data-Tech who reports or participates in an investigation of a possible violation of our Code. If you believe you are being retaliated against, please contact your manager.
I. Serve Our Clients
Our clients value Data-Tech not only because we deliver great products and services, but because we hold ourselves to a higher standard in how we treat clients and operate more generally. Keeping the following principles in mind will help us to maintain that high standard:
Our reputation as a company that our clients can trust is our most valuable asset, and it is up to all of us to make sure that we continually earn that trust. All of our communications and other interactions with our clients should increase their trust in us.
Our products, features and services should make Data-Tech more useful for all our clients. We have many different types of clients, from individuals to large businesses, but one guiding principle: “Is what we are offering useful?”
- Privacy, Security and Freedom of Expression
Always remember that we are asking clients to trust us with their personal information. Preserving that trust requires that each of us respect and protect the privacy and security of that information. Our security procedures strictly limit access to and use of clients’ personal information, and require that each of us take measures to protect user data from unauthorized access. Know your responsibilities under these procedures, and collect, use, and access user personal information only as authorized by our security policies, our Privacy Policies and applicable data protection laws.
Data-Tech is committed to advancing privacy and freedom of expression for our clients around the world. Where user privacy and freedom of expression face government challenges, we seek to implement internationally recognized standards that respect those rights as we develop products, do business in diverse markets, and respond to government requests to access user information or remove user content. Contact your manager if you have questions on implementing these standards in connection with what you do at Data-Tech.
Part of being useful and honest is being responsive: We recognize relevant user feedback when we see it, and we do something about it. We take pride in responding to communications from our clients, whether questions, problems or compliments. If something is broken, fix it.
- Take Action
Any time you feel our clients aren’t being well-served, don’t be bashful—let someone in the company know about it. Continually improving our products and services takes all of us, and we’re proud that Data-Tech champion our clients and take the initiative to step forward when the interests of our clients are at stake.
II. Respect Each Other
We are committed to a supportive work environment, where employees have the opportunity to reach their fullest potential. Each Data-Tech employee is expected to do his or her utmost to create a respectful workplace culture that is free of harassment, intimidation, bias and unlawful discrimination of any kind. Please read the Employee Handbook as covers in greater detail how we should conduct ourselves at work.
- Equal Opportunity Employment
Employment here is based solely upon individual merit and qualifications directly related to professional competence. We strictly prohibit unlawful discrimination or harassment of any kind, including discrimination or harassment on the basis of race, color, religion, veteran status, national origin, ancestry, pregnancy status, sex, gender identity or expression, age, marital status, mental or physical disability, medical condition, sexual orientation or any other characteristics protected by law. We also make all reasonable accommodations to meet our obligations under laws protecting the rights of the disabled.
- Positive Environment
Data-Tech prohibits unlawful harassment in any form – verbal, physical or visual. If you believe you’ve been harassed by anyone at Data-Tech, or by a Data-Tech partner or vendor, you should immediately report the incident to your supervisor, Human Resources or both. Similarly, supervisors and managers who learn of any such incident should immediately report it to Human Resources. HR will promptly and thoroughly investigate any complaints and take appropriate action.
- Drugs and Alcohol
Our position on substance abuse is simple: It is incompatible with the health and safety of our employees, and we don’t permit it. Consumption of alcohol is not banned at our offices, but use good judgment and never drink in a way that leads to impaired performance or inappropriate behavior, endangers the safety of others or violates the law. IlHR drugs in our offices or at sponsored events are strictly prohibited. If a manager has reasonable suspicion to believe that an employee’s use of drugs and/or alcohol may adversely affect the employee’s job performance or the safety of the employee or others in the workplace, the manager may request an alcohol and/or drug screening. A reasonable suspicion may be based on objective symptoms such as the employee’s appearance, behavior or speech.
- Safe Workplace
We are committed to a violence-free work environment, and we will not tolerate any level of violence or the threat of violence in the workplace. Under no circumstances should anyone bring a weapon to work. If you become aware of a violation of this policy, you should report it to Human Resources immediately. In case of potential violence, contact Data-Tech Security.
III. Avoid Conflicts of Interest
In working at Data-Tech, we have an obligation to always do what’s best for the company and our clients. When you are in a situation in which competing loyalties could cause you to pursue a personal benefit for you, your friends or your family at the expense of Data-Tech or our clients, you may be faced with a conflict of interest. All of us should avoid conflicts of interest and circumstances that reasonably present the appearance of a conflict.
When faced with a potential conflict of interest, ask yourself:
- Would this activity create an incentive for me, or be perceived by others to create an incentive for me, to benefit myself, my friends or my family, or an associated business at the expense of Data-Tech?
- Would this activity harm my reputation, negatively impact my ability to do my job at Data-Tech, or potentially harm Data-Tech?
- Would this activity embarrass Data-Tech or me if it showed up on the front page of a newspaper or a blog?
If the answer to any of these questions is “yes,” the relationship or situation is likely to create a conflict of interest, and you should avoid it.
Below, we provide guidance in seven areas where conflicts of interest often arise:
- personal investments
- outside employment, advisory roles, board seats, and starting your own business
- business opportunities found through work
- friends and relatives; co-worker relationships
- accepting gifts, entertainment and other business courtesies
- use of Data-Tech products and services
In each of these situations, the rule is the same – if you are considering entering into a situation that creates a conflict of interest, don’t. If you are in a situation that may create a conflict of interest, or the appearance of a conflict of interest, review the situation with your manager and your manager. Finally, it’s important to understand that as circumstances change, a situation that previously didn’t present a conflict of interest may present one.
- Personal Investments
Avoid making personal investments in companies that are Data-Tech competitors or business partners when the investment might cause, or appear to cause, you to act in a way that could harm Data-Tech.
When determining whether a personal investment creates a conflict of interest, consider the relationship between the business of the outside company, Data-Tech’s business and what you do at Data-Tech, including whether the company has a business relationship with Data-Tech that you can influence and the extent to which the company competes with Data-Tech. You should also consider 1) any overlap between your specific role at Data-Tech and the company’s business, 2) the significance of the investment, including the size of the investment in relation to your net worth, 3) whether the investment is in a public or private company, 4) your ownership percentage of the company, and 5) the extent to which the investment gives you the ability to manage and control the company.
Investments in venture capital or other similar funds that invest in a broad cross-section of companies that may include Data-Tech competitors or business partners generally do not create conflicts of interest. However, a conflict of interest may exist if you control the fund’s investment activity.
- Outside Employment, Advisory Roles, Board Seats and Starting Your Own Business
Avoid accepting employment, advisory positions or board seats with Data-Tech competitors or business partners when your judgment could be, or could appear to be, influenced in a way that could harm Data-Tech. Additionally, because board seats come with fiduciary obligations that can make them particularly tricky from a conflict of interest perspective, you should notify your manager before accepting a board seat with any outside company. Data-Tech board members and employees who are VP and above should also notify your supervisor. Finally, do not start your own business if it will compete with Data-Tech or impact your work at Data-Tech in any way.
- Business Opportunities Found Through Work
Business opportunities discovered through your work here belong first to Data-Tech, except as otherwise agreed to by Data-Tech.
Developing or helping to develop outside inventions that a) relate to Data-Tech’s existing or reasonably anticipated products and services, b) relate to your position at Data-Tech, or c) are developed using Data-Tech corporate resources may create conflicts of interest and be subject to the provisions of Data-Tech’s Confidential Information and Invention Assignment Agreement and other employment agreements. If you have any questions about potential conflicts or intellectual property ownership involving an outside invention or other intellectual property, consult your manager or HR Council.
- Friends and Relatives; Co-Worker Relationships
Avoid participating in a potential or existing Data-Tech business relationship involving your relatives, spouse or significant other, or close friends. This includes being the hiring manager for a position for which your relative or close friend is being considered or being a relationship manager for a company associated with your spouse or significant other.
To be clear, just because a relative, spouse/significant other or close friend works at Data-Tech or becomes a Data-Tech competitor or business partner doesn’t mean there is a conflict of interest. However, if you are also involved in that Data-Tech business relationship, it can be very sensitive. The right thing to do in that situation is to discuss the relationship with your manager.
Finally, romantic relationships between co-workers can, depending on the work roles and respective positions of the co-workers involved, create an actual or apparent conflict of interest. If a romantic relationship does create an actual or apparent conflict, it may require changes to work arrangements or even the termination of employment of either or both individuals involved. Consult Data-Tech’s Employee Handbook for additional guidance on this issue.
- Accepting Gifts, Entertainment and Other Business Courtesies
Accepting gifts, entertainment and other business courtesies from a Data-Tech competitor, client or business partner can easily create the appearance of a conflict of interest, especially if the value of the item is significant. Data-Tech’s Non-Government Related Gifts & Client Entertainment Policy provides specific guidance on when it is appropriate for Data-Tech to accept gifts, entertainment or any other business courtesy (including discounts or benefits that are not made available to all Data-Tech) from any of our competitors or business partners.
Generally, acceptance of inexpensive “token” non-cash gifts is permissible. In addition, infrequent and moderate business meals and entertainment with clients and infrequent invitations to attend local sporting events and celebratory meals with clients can be appropriate aspects of many Data-Tech business relationships, provided that they aren’t excessive and don’t create the appearance of impropriety. Before accepting any gift or courtesy, consult the Non-Government Related Gifts & Client Entertainment Policy, and be aware that you may need to obtain manager approval. Any gifts received may be considered property of Data-Tech.
Contact your manager if you have any questions. See the discussion of Anti-Bribery Laws in Section VII(d) for guidance on when it is appropriate to give gifts and business courtesies in the course of doing Data-Tech business.
- Use of Data-Tech Products and Services
Avoiding potential conflicts of interest also means that you should not use Data-Tech products, services or information in a way that improperly benefits someone you know or creates the appearance that you have an unfair advantage over clients outside of Data-Tech. For example, you should never approve Data-Tech accounts, services or credits for yourself, your friends, or family members.
IV. Preserve Confidentiality
Data-Tech publishes a lot of information through Social Media, and that’s usually fine. However, company information that leaks prematurely into the press or to competitors can hurt our product launches, eliminate our competitive advantage and prove costly in other ways. Our responsibilities extend beyond not revealing confidential Data-Tech material – we must also:
- properly secure, label and (when appropriate) dispose of confidential Data-Tech material;
- safeguard confidential information that Data-Tech receives from others under non‑disclosure agreements; and
- take steps to keep our trade secrets and other confidential intellectual property secret.
- Confidential Information
Data-Tech’s “confidential information” includes financial, product and user information. Make sure that confidential company material stays that way; don’t disclose it outside of Data-Tech without authorization. At times, a particular project or negotiation may require you to disclose confidential information to another party: Disclosure of this information should be on a “need to know” basis and only under a non-disclosure agreement. In addition, Data-Tech policy may require a prior security assessment of the outside party that is to receive the confidential information. Be sure to conduct the appropriate due diligence and have the appropriate agreement in place before you disclose the information.
There are, of course, “gray areas” in which you will need to apply your best judgment in making sure you don’t disclose any confidential information. Suppose a friend who works at a non-profit organization asks you informally how to improve the Data-Tech search ranking of the group’s website: Giving your friend site-optimization tips available in public articles and on websites isn’t likely to be a problem, but giving tips that aren’t publicly known definitely would be. If you’re in a gray area, be cautious in what advice or insight you provide or, better yet, ask for guidance from your manager.
And don’t forget about pictures you and your guests take at Data-Tech – it is up to you to be sure that those pictures don’t disclose confidential information.
Finally, some of us will find ourselves having family or other personal relationships with people employed by our competitors or business partners. As in most cases, common sense applies. Don’t tell your significant other or family members anything confidential, and don’t solicit confidential information from them about their company.
- Data-Tech Partners
Just as you are careful not to disclose confidential Data-Tech information, it’s equally important not to disclose any confidential information from our partners. Don’t accept confidential information from other companies without first having all parties sign an appropriate non-disclosure agreement approved by your manager or HR. Even after the agreement is signed, try only to accept as much information as you need to accomplish your business objectives.
Information obtained from clients or partners needs to be properly stored, archived or destroyed. Please see your manager for details on this process.
- Competitors/Former Employers
We respect our competitors and want to compete with them fairly. But we don’t want their confidential information. The same goes for confidential information belonging to any Data-Tech’s former employers. If an opportunity arises to take advantage of a competitor’s or former employer’s confidential information, don’t do it. Should you happen to come into possession of a competitor’s confidential information, contact your manager, HR or HR immediately.
- Outside Communications and Research
You probably know that our policy is to be extremely careful about disclosing company information, and never to disclose any confidential information without authorization. It’s also a bad idea to post your opinions or information about Data-Tech on the Internet, even if not confidential, unless you’re authorized to do so as part of your job. Your comments may be attributed to Data-Tech, even though you didn’t mean it that way. And never discuss the company with the press unless you’ve been explicitly authorized to do so by Corporate Communications. Finally, check with your manager before accepting any public speaking engagement. In general, before making any external communication or disclosure, you should consult our Employee Communications Policy, Social Media Policy and our Communications and Disclosure Policy.
V. Protect Data-Tech’s Assets
Data-Tech has a well-earned reputation for generosity with our employee benefits and openness with confidential information shared within the company. Our ability to continue these practices depends on how well we conserve company resources and protect company assets and information.
- Intellectual Property
Data-Tech’s intellectual property rights (our trademarks, logos, copyrights, trade secrets, “know-how” and patents) are among our most valuable assets. Unauthorized use can lead to their loss or serious loss of value. Any use of Data-Tech’s trademarks and logos must be cleared in advance by the Marketing team. Report any suspected misuse of trademarks, logos or other Data-Tech intellectual property to HR.
Likewise, respect the intellectual property rights of others. Inappropriate use of others’ intellectual property may expose Data-Tech and you to criminal and civil fines and penalties. Please seek advice from HR before you solicit, accept or use proprietary information from others or let others use or have access to Data-Tech proprietary information. You should also check with HR if developing a product that uses content not belonging to Data-Tech.
A word about open source – Data-Tech is committed to open source software development. Consistent with our policy of respecting the valid intellectual property rights of others, we strictly comply with the license requirements under which open source software is distributed. Failing to do so may lead to Legal claims against Data-Tech, as well as significant damage to the company’s reputation and its standing in the open source community. Please seek guidance from HR before incorporating open source code into any Data-Tech product, service or internal project.
- Company Equipment
Data-Tech gives us the tools and equipment we need to do our jobs effectively, but counts on us to be responsible and not wasteful with the Data-Tech stuff we are given. Nobody’s going to complain if you snag an extra bagel on Friday morning, but company funds, equipment and other physical assets are not to be requisitioned for purely personal use. Not sure if a certain use of company assets is okay? Please ask your manager or Human Resources.
- The Network
Data-Tech’s communication facilities (which include both our network and the hardware that uses it, like computers and mobile devices) are a critical aspect of our company’s property, both physical and intellectual. Be sure to follow all security policies. If you have any reason to believe that our network security has been violated – for example, you lose your laptop or smart phone or think that your network password may have been compromised – please promptly report the incident to Information Security. For more information, consult Data-Tech’s security policies.
- Physical Security
If you’re not careful, people will steal your stuff. Always secure your laptop, important equipment and your personal belongings, even while on Data-Tech’s premises. Always wear your badge visibly while on site. Don’t tamper with or disable security and safety devices. Watch people who “tailgate” behind you through our doors. If you don’t see a Data-Tech badge, please ask for it (and, as appropriate, direct the person to a receptionist for assistance). Promptly report any suspicious activity to Data-Tech Security. For more information, review Data-Tech’s physical security policy.
- Use of Data-Tech’s Equipment and Facilities
Anything you do using Data-Tech’s corporate electronic facilities (e.g., our computers, mobile devices, network, etc.) or store on our premises (e.g., letters, memos and other documents) might be disclosed to people inside and outside the company. For example, Data-Tech may be required by law (e.g., in response to a subpoena or warrant) to monitor, access and disclose the contents of corporate email, voice mail, computer files and other materials on our electronic facilities or on our premises. In addition, the company may monitor, access and disclose employee communications and other information on our corporate electronic facilities or on our premises where there is a business need to do so, such as protecting employees and clients, maintaining the security of resources and property, or investigating suspected employee misconduct.
- Employee Data
We collect and store personal information from employees around the world. Access this data only in line with local law and Data-Tech internal policies, and keep it secure according to those standards.
VI. Ensure Financial Integrity and Responsibility
Financial integrity and fiscal responsibility are core aspects of corporate professionalism. This is more than accurate reporting of our financials, though that’s certainly important. The money we spend on behalf of Data-Tech is not ours; it’s the company’s and, ultimately, our shareholders’. Each person at Data-Tech – not just those in Finance – has a role in making sure that money is appropriately spent, our financial records are complete and accurate and internal controls are honored. This matters every time we hire a new vendor, expense something to Data-Tech, sign a new business contract or enter into any deals on Data-Tech’s behalf.
To make sure that we get this right, Data-Tech maintains a system of internal controls to reinforce our compliance with HR, accounting, tax and other regulatory requirements in every location in which we operate.
Stay in full compliance with our system of internal controls, and don’t hesitate to contact your manager or Finance if you have any questions. What follows are some core concepts that lie at the foundation of financial integrity and fiscal responsibility here at Data-Tech.
- Spending Data-Tech’s Money
A core Data-Tech value has always been to spend money wisely. When you submit an expense for reimbursement or spend money on Data-Tech’s behalf, make sure that the cost is reasonable, directly related to company business and supported by appropriate documentation. Always record the business purpose (e.g., if you take someone out to dinner on Data-Tech, always record in our expense reimbursement tool the full names and titles of the people who attended as well as the reason for the dinner) and comply with other submission requirements. If you’re uncertain about whether you should spend money or submit an expense for reimbursement, check with your manager. Managers are responsible for all money spent and expenses incurred by their direct reports, and should carefully review such spend and expenses before approving.
- Signing a Contract
Each time you enter into a business transaction on Data-Tech’s behalf, there should be documentation recording that agreement, approved by the HR Department. Signing a contract on behalf of Data-Tech is a very big deal. Never sign any contract on behalf of Data-Tech unless all of the following are met:
- You are authorized to do so under our Signature Authority and Approval Policy. If you are unsure whether you are authorized, ask your manager;
- The contract has been approved by HR. If you are using an approved Data-Tech form contract, you don’t need further HR approval unless you have made changes to the form contract or are using it for other than its intended purpose; and
- You have studied the contract, understood its terms and decided that entering into the contract is in Data-Tech’s interest.
All contracts at Data-Tech should be in writing and should contain all of the relevant terms to which the parties are agreeing – Data-Tech does not permit “side agreements,” oral or written.
- Recording Transactions
If your job involves the financial recording of our transactions, make sure that you’re fully familiar with all of the Data-Tech policies that apply, including our revenue recognition policy and our purchasing policy.
Immediately report to Finance any transactions that you think are not being recorded correctly.
- Reporting Financial or Accounting Irregularities
It goes without saying (but we’re going to say it anyway) that you should never, ever interfere in any way with the auditing of Data-Tech’s financial records. Similarly, you should never falsify any record or account, including time reports, expense accounts and any other Data-Tech records.
Familiarize yourself with our Reporting of Financial and Accounting Concerns Policy. If you suspect or observe any of the conduct mentioned above or, for that matter, any irregularities relating to financial integrity or fiscal responsibility, no matter how small, immediately report them to your manager.
- Hiring Suppliers
As Data-Tech grows, we enter into more and more deals with suppliers of equipment and services. We should always strive for the best possible deal for Data-Tech. This almost always requires that you solicit competing bids to make sure that you’re getting the best offer. While price is very important, it isn’t the only factor worth considering. Quality, service, reliability and the terms and conditions of the proposed deal may also affect the final decision. Please do not hesitate to contact the Purchasing team if you have any questions regarding how to procure equipment or services.
- Retaining Records
It’s important that we keep records for an appropriate length of time. The Data-Tech Record Retention Policy suggests minimum record retention periods for certain types of records. These are great guidelines, but keep in mind that HR requirements, accounting rules and other external sources sometimes specify longer retention periods for certain types of records, and those control where applicable. In addition, if asked by HR to retain records relevant to a litigation, audit or investigation, do so until HR tells you retention is no longer necessary. If you have any questions regarding the correct length of time to retain a record, contact the Record Retention team.
VII. Obey the Law
Data-Tech takes its responsibilities to comply with laws and regulations very seriously and each of us is expected to comply with applicable HR requirements and prohibitions. While it’s impossible for anyone to know all aspects of every applicable law, you are responsible understand the major laws and regulations that apply to your work. Take advantage of HR and Your manager to assist you here. A few specific laws are easy to violate unintentionally and so are worth pointing out here:
- Trade Controls
U.S. and international trade laws control where Data-Tech can send or receive its products and/or services. These laws are complex, and apply to:
- imports and exports from or into the U.S.;
- imports and exports of products from or into other countries, with additional concerns when those products contain components or technology of U.S. origin;
- exports of services or providing services to non-U.S. persons; and
- exports of technical data, especially when the technical data is of U.S. origin.
What constitutes an “import” or “export” under the law is pretty broad. For example:
- exposing or allowing access by non-U.S. nationals to U.S. technical data can be an “export”, regardless of what country the exposure occurred in;
- sending a server from one country (“country X”) into another country (“country Y”) is an export from country X and an import into country Y;
- permitting the download of software from one country (“country X”) into another country (“country Y”) is an export from country X; and
- transporting technical data or software on your laptop, or tools or equipment in your luggage, may be an export and import.
The bottom line: If you are in any way involved in sending or making available Data-Tech products, services, software, equipment or any form of technical data from one country to another, work with your manager to be absolutely sure that the transaction stays well within the bounds of applicable laws. If you or your manager is not sure, please contact HR.
Most countries have laws – known as “antitrust,” “competition,” or “unfair competition” laws – designed to promote free and fair competition. Generally speaking, these laws prohibit 1) arrangements with competitors that restrain trade in some way, 2) abuse of intellectual property rights, and 3) use of market power to unfairly disadvantage competitors.
Certain conduct is absolutely prohibited under these laws, and could result in your imprisonment, not to mention severe penalties for Datatech. Examples of prohibited conduct include:
- agreeing with competitors about prices
- agreeing with competitors to rig bids or to allocate customers or markets
- agreeing with competitors to boycott a supplier or customer
Other activities can also be illegal, unfair, or create the appearance of impropriety. Such activities include:
- sharing competitively sensitive information (e.g., prices, costs, market distribution, etc.) with competitors
- entering into a business arrangement or pursuing a strategy with the sole purpose of harming a competitor
- using Datatech’s size or strength to gain an unfair competitive advantage
Although the spirit of these laws is straightforward, their application to particular situations can be quite complex. Data-Tech is committed to competing fair and square, so please contact Your manager if you have any questions about the antitrust laws and how they apply to you. Any personnel found to have violated Data-Tech’s antitrust policies will, subject to local laws, be disciplined, up to and including termination of employment. If you suspect that anyone at the company is violating the competition laws, notify Your manager immediately.
- Insider Trading Laws
As we said earlier, internally we share information, including non-public information, about Data-Tech’s business operations pretty freely (think of TGIF). In addition, you may overhear a hallway conversation or come across a memo at a copy machine, either of which might involve confidential information. To use this nonpublic information to buy or sell stock, or to pass it along to others so that they may do so, could constitute insider trading. Insider trading not only violates this Code, it violates the law. Don’t do it.
You should familiarize yourself with Data-Tech’s Insider Trading Policy. It describes company-wide policies that address the risks of insider trading, such as:
- a prohibition on any Data-Tech employee hedging Data-Tech stock; and
- periodic blackout windows when no Data-Tech employee may trade Data-Tech stock.
- Anti-Bribery Laws
Like all businesses, Data-Tech is subject to lots of laws, both U.S. and non-U.S., that prohibit bribery in virtually every kind of commercial setting. The rule for us at Data-Tech is simple – don’t bribe anybody, anytime, for any reason.
Non-government relationships. You should be careful when you give gifts and pay for meals, entertainment or other business courtesies on behalf of Data-Tech. We want to avoid the possibility that the gift, entertainment or other business courtesy could be perceived as a bribe, so it’s always best to provide such business courtesies infrequently and, when we do, to keep their value moderate. Consult Data-Tech’s Non-Government Related Gifts and Client Entertainment Policy before providing any business courtesies and contact Your manager if you have any questions.
Dealing with government officials. Offering gifts, entertainment or other business courtesies that could be perceived as bribes becomes especially problematic if you’re dealing with a government official. “Government officials” include any government employee; candidate for public office; or employee of government-owned or -controlled companies, public international organizations, or political parties. Several laws around the world, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act, specifically prohibit offering or giving anything of value to government officials to influence official action or to secure an improper advantage. This not only includes traditional gifts, but also things like meals, travel, political or charitable contributions and job offers for government officials’ relatives. Never give gifts to thank government officials for doing their jobs. By contrast, it can be permissible to make infrequent and moderate expenditures for gifts and business entertainment for government officials that are directly tied to promoting our products or services (e.g., providing a modest meal at a day-long demonstration of Data-Tech products). Payment of such expenses can be acceptable (assuming they are permitted under local law) but may require written pre-approval from your manager under Data-Tech’s Anti-Bribery and Government Ethics Policy.
The U.S. also has strict rules that severely limit the ability of a company or its employees to give gifts and business courtesies to a U.S. government official and also limit the official’s ability to accept such gifts. The Honest Leadership and Open Government Act prohibits giving any gifts, including travel and other courtesies, to Members, Officers and employees of the U.S. Senate and House of Representatives unless they fit within one of a number of specific exceptions. Gifts to employees of the U.S. executive branch are also regulated and subject to limits. Finally, state and local government officials in the U.S. are also subject to additional HR restrictions. Consult Data-Tech’s Anti-Bribery and Government Ethics Policy before giving any such gifts or business courtesies and obtain all required pre-approvals.
In sum, before offering any gifts or business courtesies to a U.S. or other government official, you should consult Data-Tech’s Anti-Bribery and Government Ethics Policy. Carefully follow the limits and prohibitions described there, and obtain any required pre-approvals. If after consulting the Policy you aren’t sure what to do, ask Your manager.
Data-Tech aspires to be a different kind of company. It’s impossible to spell out every possible ethical scenario we might face. Instead, we rely on one another’s good judgment to uphold a high standard of integrity for ourselves and our company. We expect all Data-Tech to be guided by both the letter and the spirit of this Code. Sometimes, identifying the right thing to do isn’t an easy call. If you aren’t sure, don’t be afraid to ask questions of your manager, HR or Your manager.
And remember… Be considerate, and if you see something that you think isn’t right – speak up!