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Code of Conduct
|Code of Business Conduct and Ethics|
Code of Business Ethics and Conduct
Commvault is committed to maintaining a professional and ethical work environment that protects the reputation and integrity of both employees and the Company. Therefore, Commvault requires employees, directors, vendors and other third parties working o n behalf of the Company to uphold the highest standards of professional and ethical behavior, including compliance with all applicable laws and regulations, in all business-related transactions, activities and interactions. Adherence to these standards is a condition of employment with Commvault Systems, Inc. Violations are serious matters and will result in disciplinary action.
1. Conflict of Interest
All Commvault employees and directors have a duty to the Company, co-workers, customers and investors to place the responsibilities of their position, and adherence to principles of ethical conduct, above personal gain. This duty includes avoiding situations in business relationships and in personal/community activities that create or may create a conflict of interest. This duty includes avoiding situations that may create the mere appearance of a conflict of interest.
A conflict of interest may take many forms. It exists where:
Our policy concerning Commvault suppliers is to award business solely on the basis of merit. To that end, employees and directors shall act in an impartial, objective manner, mindful of the best interests of the Company, in any decisions involving the awarding of business to third parties and in all transactions with third parties. Similarly, no employee or director shall have a financial, business, personal or familial relationship with any such entity that leads, or could lead, to financial gain for the employee or director or for a member of his/her family.
Furthermore, employees may not receive goods or services from any vendors who provide goods or services to Commvault, other than on arms-length terms. For example, given our relationship with some computer manufacturers, purchasing a laptop computer on a vendor’s public website and using an employee discount code is permissible; however, receiving a free laptop from your business contact at the vendor would not be appropriate. If you have any doubts as to whether special terms or pricing have been provided, employees should notify their manager and obtain appropriate approvals from the HR department.
Employees must exercise due diligence in the vendor selection process and in the implementation of any resulting contract. Documentation of contractual terms and conditions shall be documented and easily accessible. Contracts shall receive appropriate management/legal review prior to approval, and shall be executed at the appropriate authority level, taking into account the duration and dollar value of the contract. Employees shall exercise care in all negotiations so that they do not knowingly make unauthorized commitments or promises that may bind the Company.
Employees and directors must not solicit or accept from any outside entity any gifts, loans, other compensation, or unusual hospitality that could either influence or compromise their independent judgment on behalf of Commvault. Employees and directors must neither solicit nor accept from any outside entity any gifts, compensation or unusual hospitality that could lead an outside entity to reasonably believe that the gift is intended to incur favorable treatment.
It is generally permissible to accept a business meal, invitation to an event (such as a golf or fishing outing or similar activity) or nominal item that is customary in business relationships and would not place into question the independent judgment of the employee, as outlined above. Gifts that place a person in the position of being obligated, or appearing to be obligated, to someone with whom Commvault does business, are prohibited.
For example, typical marketing “swag” such as a hat or shirt, thumb drive or logo merchandise are likely of nominal value and are therefore permissible. Airfare, vacations, expensive computer equipment would all be examples of gifts that would likely raise questions as to their propriety and are therefore prohibited. Gifts of cash or cash equivalents are never appropriate.Outside Employment/Competitors
Employees shall not engage in outside employment or activities that conflict or appear to conflict with the duties and responsibilities of their positions at Commvault. This would generally include working for a competitor, vendor, contractor or supplier.
Similarly, employees shall not engage in outside employment or activities where such employment or activities may place them in a position of direct competition with the products and services of the Company.
Furthermore, employees are prohibited from having consulting relationships with investment advisors, analysts or other investment professionals as they give rise to potential insider trading concerns, in additions to the possibility that confidential information will be disclosed, either intentionally or inadvertently.
Our relationships with customers must reflect Commvault’s standards of service excellence and integrity. For this reason, employees shall not solicit the Company’s customers for any purpose not associated with the official duties and responsibilities of their positions.
While this policy cannot anticipate nor include every potential situation in which a conflict of interest or the appearance of a conflict of interest may exist, the examples above provide some guidelines for employees. Using good judgment and common sense can effectively eliminate a potential conflict of interest in most situations. If an employee is uncertain about a particular situation, it may be helpful to consider it in light of the following question: “How would these circumstances be viewed from the perspective of a reasonable person who is not involved in the situation?”
If an employee or director is in doubt about a conflict of interest situation, or observes what he/she believes may be a potential conflict of interest, the employee or director should take the steps outlined in this policy, under the section entitled Suspected Violations, Reporting and Investigation.
2. Company Funds
Each employee is personally responsible for any Company funds over which he/she may exercise control. Employees responsible for the handling of Company revenues, accounts, and associated records and materials are responsible for their safekeeping. This includes but is not limited to: cash; checks; money orders; negotiable instruments; credit cards and credit card numbers; and records or information stored on any medium (electronic, paper, magnetic tape or photographic).
Employees who, in the course of Company business, must spend Company money or spend personal money for reimbursement by the Company, must exercise good judgment, prudence and discretion in such spending. Receipts should be collected and retained for documentation, and should be submitted promptly with an accurate business expense report.
Employees responsible for approving Company expenses, business travel and associated expenses, financial transactions and reports, or any other business-related payments or expenditures, must exercise diligence in reviewing such expenses for business necessity, appropriateness, and accuracy.
3. Off-duty Conduct, Criminal Charges and Convictions
Situations in which an employee is charged with or convicted of a crime(s) will be evaluated on a case-by-case basis, taking into account the nature and seriousness of the offense, along with the work history of the employee.
If an employee’s off-duty conduct (including but not limited to criminal charges/convictions) adversely affects the employment relationship, conflicts with his/her employment duties, damages or has the potential to damage the public image or reputation of the Company, and/or affects the Company’s ability to do business, then the employee may be subject to corrective action, up to and including termination of employment
4. Customer Service and Customer/Competitor Relations
In every customer interaction, employees play the role of “Commvault Ambassador”, with the power to influence customers’ opinions and attitudes about the Company. Thus, employees are expected to treat customers and customer representatives with respect, professionalism, courtesy and helpfulness in all interactions, whether by telephone, in person, or in writing.
Employees will deal fairly with customers, vendors and competitors. In business dealings and in attempts to secure business, employees will not take unfair advantage of customers or prospective customers by means of misleading, misrepresenting material facts, or any other unfair practice. In addition, employees who receive proprietary and/or confidential information from a customer or potential customer must safeguard such information and maintain its confidentiality. Furthermore, employees may not misrepresent themselves or who they work for when dealing with competitors or customers. While we require timely information about industry developments in order to stay competitive, we only obtain competitive information by fair and legal methods.
It is the responsibility of the Company to provide a work environment in which employees can safely perform their job duties. To this end, Commvault complies with all state and federal laws and regulations regarding employee safety. Likewise, employees have an obligation to perform their job duties in accordance with the Company’s safety rules. Employees must exercise appropriate care and adherence to safety practices at all times while performing Company business and while on Company premises.
Employees who must drive a vehicle as part of their job duties (whether driving a Company vehicle or personal vehicle) must exercise care and diligence. Employees are expected to obey all traffic laws, use safe driving practices, and demonstrate respect for the safety of the public. Employees who must drive a Company vehicle are expected to maintain the vehicle in good working order, to promptly notify their supervisor of any damage to the vehicle or need for repair, and to work closely with their supervisor to have any such damage or repair completed by a reputable firm as soon as practically possible
Employees who drive a vehicle as part of their job and who have been charged with or convicted of a moving violation (including but not limited to reckless driving, driving while intoxicated, and driving under the influence of drugs or alcohol) must report such an offense before their next work shift begins. Employees who drive a vehicle as part of their job and whose driver license has been suspended for any reason must also report this information before their next work shift begins.
In these circumstances, decisions regarding whether an employee will be permitted to drive a Company vehicle or any vehicle as part of the job duties will be made by Human Resources and the employee’s supervisor.
6. Company Records
Company records are essential to the successful management of the business. Therefore, all reports, vouchers, bills, employment records (including but not limited to resumes and applications), payroll and time records, service records, customer orders, customer contracts, measurement and performance records, entries in sales/order record keeping systems, and other essential data must be prepared with care, accuracy and honesty.
No employee shall make false or misleading entries into any business record or document (as outlined above), or into any record keeping system. Similarly, no manager shall direct or coerce any employee—either directly or indirectly—to make false or misleading entries into a business record, document, or record keeping system. A violation of this policy will be considered a serious matter, subject to revocation of job offer (for candidates) and corrective action (for employees), up to and including termination of employment.
Records containing personal data, financial information, health/medical information or credit information about customers and employees are confidential. They must be carefully safeguarded and maintained with current, accurate information. They should be disclosed only to authorized personnel or in accordance with lawful process. Records are to be destroyed only in accordance with applicable laws, regulations and authorized Company procedures.
7. Accurate Financial Reporting and Record Keeping
Our financial, accounting, and other records must accurately and fairly reflect our transactions in accordance with accepted accounting practices and procedures. We maintain systems of controls and procedures designed to assure the completeness and accuracy of financial and other records. We expect you to adhere to these procedures. We will not tolerate false or artificial entries in the Company’s books and records or arrangements that may result in such entries. No payment should be made with the understanding that it will be used for any purpose other than disclosed by the supporting documentation and recorded on the Company’s books.
To account for reimbursable travel or entertainment expenses, you must complete an expense report with receipts attached and have it approved by your manager. Falsification of expense reports is unacceptable. If you have a corporate credit card, you are responsible for making timely payments on the account.
8. Protection of Trade Secrets and Patents
Our patents, copyrights and trade secrets represent a particularly important type of confidential information. As a condition of employment, you are required to sign an Employee Invention, Confidentiality, Non-Competition, Non-Solicitation and Ethics Agreement, which governs your responsibilities with regard to our intellectual property including intellectual property strategies and ownership as well as the use and protection of confidential information disclosures.
9. Public Communications
It is important that all of our external communications—to investors, customers, business partners, government bodies and the public—are fair and accurate. To help assure that, all public communications must be coordinated with the Investor Relations team or the Public Relations team. We may institute additional policies regarding public disclosures to address specific regulations or requirements.
10. Compliance with the Law
We strive to comply fully with our obligations under the laws to which we are subject. We require that our employees, officers and directors do the same insofar as their conduct is related to the Company or the performance of their jobs. In particular, we will not tolerate violations of anti-trust or competition law, securities law, environmental law, export controls, the U.S. Foreign Corrupt Practices Act (FCPA) or the UK Bribery Act (Bribery Act).
Directors, officers and employees of the Company or its subsidiaries who have knowledge of material, non-public information relating to the Company or the market for its securities, may not buy or sell those securities, pass the information to another person knowing that he or she may buy or sell the securities, or engage in any other action to take advantage of the information. Directors, officers and employees who obtain material non-public information about another company in the course of their duties at the Company may not buy or sell the securities of that company, or pass it on to others, until the information becomes public.
For more information, please see our Insider Trading Policy
11. Improper Payments