|
|
Insightful Corporation Code
of Ethics
- Introduction
Insightful Corporation is committed to maintaining the highest standards of ethical conduct. This Code of Ethics (this “Code”) reflects the business practices and principles of behavior that support this commitment. Our Board of Directors is responsible for setting the standards of conduct contained in this Code and for updating these standards as appropriate to reflect legal and regulatory developments.
This Code of Ethics is applicable to all employees, directors and officers. We expect every employee, officer and director to read and understand this Code and its application to the performance of his or her business responsibilities. We will hold each of our employees, officers and directors accountable for adherence to this Code. Those who violate this Code will be subject to disciplinary action, up to and including termination.
This Code does not describe every practice or principle related to honest and ethical conduct and is not intended to establish rules governing every issue that may arise. If you are unsure whether your conduct or the conduct of your co-workers complies with this Code or with any applicable law, rule or regulation, please consult with a supervisor, the Compliance Officer or a member of the Company’s legal department. If you are in, or are aware of, a situation that you believe may violate or lead to a violation of this Code, you should follow the procedures described in Section 14 of this Code, Reporting Any Illegal Or Unethical Behavior.
Additional policies of the Company adopted from time to time (including, but not limited to, our Policy Against Harassment and Discrimination, our Policy Regarding Insider Trading and Policy Regarding Special Trading Procedures, our International Business Activities Policy) supplement or amplify the Code and should be read in conjunction with this Code. You can obtain copies of these policies on the Company intranet or through the legal department.
This Code uses the terms the “Company,” “we,” and “our” to refer to Insightful Corporation and its subsidiaries.
- Compliance Officer
The Company has designated our General Counsel as our Compliance Officer to administer this Code.
- Compliance With Applicable Laws
All employees, officers and directors of the Company must comply with all of the laws, rules and regulations applicable to the Company and its business, including those of the United States and the other countries, states, counties, cities and other jurisdictions in which the Company conducts its business.
This Code and the Company’s policies do not summarize all laws, rules and regulations applicable to the Company or its business. Please consult with a supervisor, the Compliance Officer or a member of the Company’s legal department if you have questions about laws that you think may be applicable to the Company or its business.
- Conflicts Of Interest
A “conflict of interest” may exist whenever the personal interests of an employee, officer or director conflict in any way (or even appear to conflict) with the interests of the Company. While our employees, officers and directors should be free to make personal investments and enjoy social relations and normal business courtesies, they must not have any personal interests that adversely influence the performance of their job responsibilities. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively. Conflicts of interest may also arise when an employee, officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company, whether received from the Company or a third party.
The following describes the Company’s policy with respect to certain potential conflicts of interest:
| • |
Gifts to, loans to, or guarantees of obligations of, employees, officers and directors and their respective family members may create conflicts of interest. |
| • |
No employee, officer or director (or any member of his or her immediate family) may give or accept any gift that (i) might indicate an intent to improperly influence the normal business relationship between the Company and any supplier, customer, partner, distributor or other third party, (ii) is a cash gift, (iii) is excessive in value, (iv) is inconsistent with customary business practices or (v) violates any law or regulation. No employee, officer or director should accept any gift that he or she feels is given to create a sense of obligation or is intended to change his or her behavior. In addition, Company policy prohibits accepting any gift from a Company competitor, other than non-cash gifts of nominal value generally used for promotional purposes, or accepting any personal discount from any Company supplier, customer or competitor, unless the same discount is available to all Company employees or is publicly available. All other business entertainment and gifts should be kept at a reasonable level or value and should be based on the expectation that they will become publicly known. |
| • |
Federal law prohibits personal loans from the Company to directors and executive officers. |
| • |
Absent an express written consent or waiver from the Company, it is a conflict of interest for a Company employee or officer to work simultaneously for a competitor, customer or supplier. |
The foregoing does not describe all potential conflicts of interest and conflicts of interest may not always be clear-cut, so if you have a question, you should consult with a supervisor, the Compliance Officer or a member of the Company’s legal department. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, the Compliance Officer or a member of the Company’s legal department.
- Corporate Opportunity
Except as may be approved by the Board or a committee of independent directors, employees, officers and directors are prohibited from (a) taking for themselves personally any opportunities that belong to the Company or are discovered through the use of corporate property, information or position; (b) using corporate property, information or position for personal gain; and (c) competing with the Company.
- Confidentiality
All employees and officers, under applicable law and the employee agreement regarding confidentiality and inventions signed when they joined the Company, and all directors, must maintain the confidentiality of proprietary information entrusted to them by the Company or its suppliers or customers, except when disclosure is authorized by the Company or required by laws, regulations or legal proceedings. Employees, officers and directors should consult the Compliance Officer or a member of the Company’s legal department if they believe they have a legal obligation to disclose confidential or proprietary information.
- Fair Dealing
Each employee, officer and director should endeavor to deal fairly with the Company’s customers, suppliers, competitors, officers and employees. None should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. Stealing proprietary information, misusing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited.
- Insider Trading
Federal and state securities laws prohibit trading in a company’s securities by persons who have material information about that company that is not generally known or available to the public. These laws also prohibit persons who are aware of such material non-public information from disclosing such information to others who may trade. This restriction on “insider trading,” which applies to the Company’s employees, officers and directors and people living in their households, is not limited to trading in Company securities. It includes trading in the securities of other entities, such as customers or suppliers of the Company and those with which the Company may be negotiating major transactions, such as an acquisition, investment or sale.
All employees, officers and directors are expected to review and follow the Company’s Insider Trading Policy and Special Trading Procedures. The Company limits trading in Company securities to certain trading windows. In addition, certain employees, officers and directors must comply with pre-clearance requirements when they trade in Company securities.
- Discrimination and Harassment
The Company will not tolerate illegal discrimination or harassment of any kind. All employees, officers and directors are expected to comply with the Company’s Policy Against Harassment and Discrimination.
- Antitrust Laws
Antitrust laws, also known as “anti-monopoly,” “competition” or “consumer protection” laws, are intended to preserve competition by prohibiting actions that could unreasonably restrain the functioning of a free marketplace. The Company’s policy is to comply with all U.S. federal, state and local antitrust laws, as well as all applicable foreign antitrust laws. Employees may not discuss prices or make any formal or informal agreement with any competitor regarding prices, discounts, business terms or the market segments and channels in which the Company competes, where the purpose or result of such discussion or agreement would be inconsistent with applicable antitrust laws. Employees with questions about the application of these laws should contact the Compliance Officer or a member of the legal department.
- Accurate Books, Records and Accounts
The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions.
All payments to or from the Company and all other transactions involving the Company must be properly authorized by management and be accurately and completely recorded in the Company’s books and records, in accordance with generally accepted accounting principles, established corporate accounting policies and the Company’s system of internal controls. Employees, officers and directors must not create, or assist in creating, any false, incomplete or misleading entry or record. No undisclosed or unrecorded corporate funds may be used or established for any purpose, and Company funds should not be placed in any personal or non-corporate account. All corporate assets must be properly protected and asset records regularly compared with actual assets; proper and prompt action must be taken to reconcile any variances.
In addition, it is prohibited under federal law and Company policy to fraudulently influence, coerce, manipulate or mislead our independent public accountants for the purpose of rendering the Company’s financial statements materially misleading.
The Audit Committee of the Company’s board of directors has adopted special procedures for the receipt, retention and treatment of complaints regarding accounting or auditing matters. These procedures are set out in Section 14 of this Code.
All applicable records must be retained in the event of litigation or governmental investigation. In such event, consult the legal department and follow all instructions provided.
- Payments to Government Personnel
The Foreign Corrupt Practices Act prohibits the payment of kickbacks, bribes, undisclosed commissions or other unlawful, unauthorized payments to or for governmental officials and the giving of unlawful or unauthorized discounts, information, data or information deemed to be proprietary to or for governmental officials. Employees, officers and directors are prohibited from making such payments or performing services for third parties for purposes of obtaining special favors, treatment, contracts, or sales agreements, and from soliciting or accepting such payments themselves. When conducting business with government officials of any country, contact the legal department for guidance on the law governing the payments and gifts to government officials. All employees, officers and directors are expected to comply with the Company’s International Business Activities Policy.
- Protection And Proper Use Of Company Assets
All employees, officers and directors should protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. All Company assets should be used for legitimate business purposes. Incidental personal use may be appropriate for certain Company assets, but you should check with a supervisor to determine what may be appropriate.
- Reporting Any Illegal Or Unethical Behavior
Each employee, officer and director is encouraged to promptly contact a supervisor, the Compliance Officer, the human resources department or the legal department if he or she believes that he or she has observed illegal or unethical behavior by any employee, officer or director of the Company or by anyone purporting to be acting on the Company’s behalf.
The Company is committed to achieving compliance with applicable accounting standards and controls, audit practices, and laws and regulations. Any person may submit a good-faith complaint, report or concern regarding accounting, internal accounting controls or auditing matters or violations of legal and regulatory requirements (“Reports”), without fear of dismissal or retaliation of any kind. The Audit Committee has established the following procedures for the receipt, retention and treatment of Reports:
| • |
Reports may be made to members of the Company’s management, to the General Counsel, or directly to the Audit Committee. Reports alleging wrongdoing by the General Counsel should be submitted to management or directly to the Audit Committee. |
| • |
Reports may be made openly, confidentially, or anonymously, and may be made in writing (including by email), telephonically, in person, or through the Company’s compliance hotline. |
| |
• |
Written Reports may be sent to any member of management, the General Counsel or the Audit Committee by email or by mail to the Company’s main business address. Written Reports may also be delivered to any member of management or the General Counsel using the Company’s intra-office mailboxes. |
| |
• |
Reports may be submitted through the Company’s compliance program hotline at www.resultor.com/insightful or by calling (800) 425-8109 at any time. The compliance program is managed by an outside independent service provider and allows anyone to make a Report openly, confidentially or anonymously. |
| • |
In making a Report, individuals should exercise due care to ensure the accuracy of the information disclosed and should provide sufficient information to enable an investigation to be conducted. |
| • |
All Reports will be reviewed by the General Counsel, who will initiate an appropriate review and investigation. The Audit Committee will review submissions and progress on a regular basis and may get directly involved in significant issues. |
| • |
All Reports made confidentially will be treated as confidentially as possible, subject to the need to investigate such Reports and any applicable law, regulation or legal proceeding requiring disclosure. The Company will not make any effort, or tolerate any effort, to ascertain the identity of any person who makes an Report anonymously. |
| • |
The Company will not retaliate against or harass, or tolerate any retaliation against or harassment of, against an employee, officer or director for making a Report in good faith. |
All employees, officers and directors must cooperate in internal investigations of potential or alleged misconduct.
- Enforcement
All employees, officers and directors will be held accountable to the standards of conduct set forth in this Code. Accordingly, any violators of this Code will be subject to disciplinary action, as management or the Board deems appropriate. Such disciplinary action may include, without limitation, censure, demotion, re-assignment, suspension or termination, depending on the nature and the severity of the violation.
- No Retaliation
The Company will not permit retaliation or harassment of any kind against anyone who makes a report or complaint in good faith that a violation of this Code or other illegal or unethical conduct has occurred. Employees, officers and directors must cooperate in investigations of potential or alleged misconduct. Anyone who has been found to have engaged in retaliation against an employee, officer or director for raising, in good faith, a misconduct concern or for participating in the investigation of such a concern may be subject to discipline, up to and including termination. If any individual believes he or she has been subjected to such retaliation, that person is encouraged to report the situation as soon as possible.
- Public Company Reporting; External Communications
As a public company, it is of critical importance that the Company’s filings with the Securities and Exchange Commission be full, fair, accurate, timely and understandable. The finance and legal departments are responsible for establishing and maintaining procedures designed to ensure proper internal and disclosure controls, and every employee, office and director is required to cooperate with these procedures. Depending on their respective positions with the Company, employees, officers or directors may be called upon to provide information necessary to assure that the Company’s public reports meet these requirements. The Company expects employees, officers and directors to take this responsibility very seriously and to provide prompt and accurate answers to inquiries related to the Company’s public disclosure requirements. The Company has formed a Disclosure Committee to assist in the preparation and review of public disclosure documents. You must be especially responsive to inquiries and requests from members of the Disclosure Committee.
In addition, the Company must always be truthful in press releases, promotional communications and other public announcements. No employee, officer or director must make misrepresentations in any external communication.
- Reporting By Supervisors
When a supervisor receives reports of violations or questionable behavior pursuant to this Code, that supervisor is responsible for bringing such reports to the attention of his or her supervisor, the Compliance Officer or to the Audit Committee, as appropriate, in accordance with the reporting procedures contained in this Code. Supervisors must endeavor to honor any confidentiality or anonymity requests made by the reporting person, subject to applicable law, regulation or legal proceedings.
- Amendment, Modification And Waiver
This Code may be amended, modified or waived by the Board of Directors or an appropriate Committee thereof, subject to the disclosure and other provisions of the Securities Exchange Act of 1934, and the rules thereunder, and the applicable rules of the Nasdaq Stock Market.
As amended and restated by the Board of Directors on May 3, 2007
|
|
