Code of Business Conduct and Ethics for Employees
Version: 5.1
Effective: April 27, 2018
Approved by: Board of Directors: Nominating and Corporate Governance Committee
Summary: This policy describes the legal, regulatory, and ethical obligations for Smartsheet’s andits subsidiaries’ employees.
Applies to: Smartsheet’s and its subsidiaries’ personnel worldwide
Responsible Office: Questions about this Policy should be directed to the Legal Department
Website: Legal Documents

TABLE OF CONTENTS:
1. Purpose
2. Legal Compliance3. Conflicts of Interest
A. Special Note Regarding Employee Loans
4. Insider Trading
5. Corporate Opportunities
6. Competition and Fair Dealing
A. Special Note Regarding Antitrust Laws
7. Maintenance of Corporate Books, Records, Documents and Accounts; Financial
Integrity; Public Reporting
8. Conduct of Senior Financial Personnel
9. Gifts and Entertainment
10. Political Contributions and Gifts
11. International Business Laws
12. Confidentiality
13. Protection and Proper Use of Company Assets
14. Employment Practices
15. Media Contacts and Public Communications
16. Amendment and Waiver
17. Compliance Standards and Procedures
A. Compliance Resources
B. Clarifying Questions and Concerns; Reporting Possible Violations
C. Anonymous Reporting of Possible Violations
D. Administration of this Code
E. No Rights Created
18. Revision History

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Code of Business Conduct
and Ethics for Employees

Version

5.1

Effective
Date

April 27, 2018

Approved
By

Board of Directors: Nominating andCorporate Governance Committee

1. Purpose
Smartsheet Inc. (collectively with its subsidiaries, “Smartsheet”) is committed to promoting highstandards of honest and ethical business conduct and compliance with applicable laws, rules,
and regulations. As part of this commitment, Smartsheet has adopted this Code of BusinessConduct and Ethics for Employees (this “Code”) to set expectations and provide guidance to all
Smartsheet personnel worldwide, including employees and other individuals employed by or
acting for or on behalf of Smartsheet (collectively, “Employees”). Employees must read andunderstand this Code, and use it as a guide for the performance of their responsibilities for
Smartsheet. No one has the authority to make an Employee violate this Code, and any attempt
to direct or otherwise influence someone else to commit a violation is unacceptable. This Codecannot address every ethical issue or circumstance that may arise; so, in complying with theletter and spirit of this Code, Employees must apply common sense, together with high personal
standards of ethics, honesty, and accountability in making business decisions where this Codehas no specific guideline. Employees should consider not only their own conduct, but also thatof their Family Members. The term “Family Member” refers to an Employee’s spouse, parents,
children and siblings, whether by blood, marriage or adoption, or anyone residing in an
Employee’s home.
In addition, Smartsheet expects Employees to comply with all other Smartsheet policies andprocedures, many of which supplement this Code by providing more detailed guidance. These
additional policies and procedures include Smartsheet policies on internal financial controls andfinancial procedures. Smartsheet may modify or update these specific policies and proceduresfrom time to time, and may adopt new policies and procedures in the future.
Nothing in this Code is intended to alter the legal rights and obligations of Smartsheet or its
Employees, including “at will” employment arrangements or the terms of any employmentrelated agreement.
Smartsheet expects all Employees to act with honesty and integrity, use due care and diligencein performing responsibilities for Smartsheet, foster a sense of commitment to this Code among
all Employees, and maintain a culture of fairness, honesty, and accountability. Smartsheet also
expects Employees to ensure that agents, contractors, consultants, and suppliers conform to
the standards of this Code when working on Smartsheet’s behalf.
If any Employee needs help understanding this Code, or how it applies to conduct in any given
situation, they should contact their supervisor or Smartsheet’s Chief Legal Officer or theirdesignee. In addition, Employees should be alert to possible violations of this Code by others
and should report suspected violations without fear of any form of retaliation. See Section 15(Compliance Standards and Procedures) for a description of how to report suspected violationsof the Code. Alternatively, Employees may report any violation anonymously through theprocedures set forth in Smartsheet’s Whistleblower and Complaint Policy.

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Code of Business Conduct
and Ethics for Employees

Version

5.1

Effective
Date

April 27, 2018

Approved
By

Board of Directors: Nominating andCorporate Governance Committee

Anyone who violates the standards in this Code will be subject to disciplinary action, which, inappropriate circumstances, may include termination of employment for cause, legal action, or
referral for criminal prosecution.
2. Legal Compliance
Employees must always obey the law while performing their duties for Smartsheet. Smartsheet’s
success depends upon each Employee operating within legal guidelines and cooperating withauthorities. It is essential that Employees know and understand the legal, policy, and regulatory
requirements that apply to Smartsheet’s business and to their specific area of responsibility.
While Employees are not expected to have a complete mastery of these laws, rules, andregulations, Employees are expected to be able to recognize situations that require consultation
with others to determine the appropriate course of action. If Employees have questions in thearea of legal compliance, they should contact their supervisor or Smartsheet’s Chief Legal Officer
immediately. For additional information, please see Smartsheet’s Legal Compliance Policy.
3. Conflicts of Interest
Smartsheet expects its Employees to avoid actual or apparent conflicts of interest between theirpersonal and professional relationships. A "Conflict of Interest" occurs when a personal or
professional interest interferes in any way, or appears to interfere, with the interests ofSmartsheet.
Conflicts of Interest can arise when an Employee takes some action or has some outside interest,
duty, responsibility, or obligation that conflicts with an interest of Smartsheet or a duty to
Smartsheet. Conflicts of Interest can also arise when an Employee or Family Member receives
improper personal benefits as a result of a connection with Smartsheet.
In evaluating whether an actual or contemplated activity may involve a Conflict of Interest,
Employees should consider:● whether the activity would appear improper to an outsider;● whether the activity could interfere with job performance or morale, or that of another
Employee;● whether they have access to Smartsheet confidential information or influence over
Smartsheet resources or decisions;● whether the activity would directly compete with or involve preparation to compete withthe current or future business of the Company or would otherwise conflict with theCompany’s interests;● the potential impact of the activity on Smartsheet business relationships, including
relationships with customers, suppliers, and service providers; and● the extent to which the activity could benefit them or their Family Members, directly or
indirectly.

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Board of Directors: Nominating andCorporate Governance Committee

A few examples of activities that could involve Conflicts of Interests include:● Aiding Smartsheet competitors. This could take the form of service as a member of acompetitor’s board of directors, through passing Smartsheet confidential information to
a competitor, or by accepting payments or other benefits from a competitor. If an
Employee is concerned about whether an interaction with a competitor constitutes a
Conflict of Interest, they should consult with their supervisor or Smartsheet’s Chief Legal
Officer.
● Involvement with any business that does, or seeks to do, business with Smartsheet.
Employment by or service on the board of directors of a business partner, customer, orservice provider is generally discouraged and must be approved in advance by
Smartsheet.
● Owning a financial interest in a competitor or a business that does business, orseeks to do business, with Smartsheet (which shall exclude a passive investment of
1% or less in a public company that is a competitor, business partner, supplier orvendor of Smartsheet). In evaluating such interests for conflicts, both direct and indirectinterests that an Employee or a Family Member may have should be considered, alongwith factors such as the following:○○○○

the size and nature of the interest;
the nature of Smartsheet’s relationship with the other business;whether the Employee has access to Smartsheet confidential information; andwhether the Employee has an ability to influence Smartsheet decisions thatwould affect the other business.

If an Employee has or wishes to acquire a significant financial interest in a competitor, abusiness partner, a customer, or a service provider with which they have direct businessdealings (or approval responsibilities), they must consult with Smartsheet’s Chief Legal Officer.
Similarly, if an Employee experiences a change of position or seniority that results in themhaving direct business dealings with a customer, supplier, or service provider in which they
already have a significant financial interest, they must consult with Smartsheet’s Chief Legal
Officer.
● Soliciting or accepting payments, gifts, loans, favors, or preferential treatment fromany person or entity that does or seeks to do business with Smartsheet. See
Smartsheet’s Anti-Corruption Policy for further discussion of the issues involved in thistype of conflict.
● Taking personal advantage of corporate opportunities. See Section “Corporate
Opportunities” in this Code for further discussion of the issues involved in this type of
conflict.
● Having authority on behalf of Smartsheet over a co-worker who is also a Family
Member, or transacting business on behalf of Smartsheet with a Family Member. If

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an Employee may be involved in such a situation, they should consult with their supervisor
and Smartsheet’s Chief Legal Officer to assess the situation and an appropriate resolution.
Employees must avoid these situations (and others like them) where their loyalty to Smartsheet
could be questioned or compromised. If an Employee believes that they are involved in a
potential Conflict of Interest, they are expected to discuss it with Smartsheet’s Chief Legal Officer(or their designee).
A. Special Note Regarding Employee Loans
Loans to Employees or their Family Members made by Smartsheet, or guarantees of theirloan obligations, could constitute an improper personal benefit to the recipients of theseloans or guarantees. Accordingly, Smartsheet loans and guarantees for executive officers are
expressly prohibited by law and Smartsheet policy. Smartsheet loans of $5,000 or less tonon-executive officer Employees are permitted upon approval of Smartsheet management,
and Smartsheet loans of greater than $5,000 to non-executive officer Employees are
permitted upon approval of the Board of Directors (the “Board”) or the Compensation
Committee of the Board.
4. Insider Trading
Every Employee is prohibited from using “inside” or material nonpublic information about
Smartsheet or companies with which Smartsheet does business, in connection with buying or
selling Smartsheet or such other companies’ securities, including tipping others who might makean investment decision on the basis of this information. It is illegal, and a violation of this Code,Smartsheet’s Insider Trading Policy (the “Insider Trading Policy”), and other Smartsheet
policies, to tip or to trade on inside information. Employees who have access to inside
information are not permitted to use or share that inside information for stock trading purposesor for any purpose other than to conduct Smartsheet business.
Employees must exercise the utmost care when in possession of material nonpublic
information. The Insider Trading Policy provides guidance on the sorts of information that might
be nonpublic and material for these purposes, and guidelines on when and how Employees maypurchase or sell shares of Smartsheet stock or other Smartsheet securities. Please review theInsider Trading Policy for additional information.
5. Corporate Opportunities
Employees may not compete with Smartsheet or take personal advantage of business
opportunities that Smartsheet might want to pursue. Employees and their Family Members areprohibited from taking for themselves opportunities that are discovered through the Employee’s
performance of their duties or the use of Smartsheet’s corporate property or information. Even
opportunities that are acquired through independent sources may be questionable if they are
related to Smartsheet’s existing or proposed lines of business. Employees may not use their

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position with Smartsheet or Smartsheet’s corporate property or information for personal gain.
Employees owe a duty to Smartsheet to advance its legitimate business interests whenopportunities arise. Accordingly, participation by Employees in an outside business opportunitythat is related to Smartsheet’s existing or proposed lines of business is prohibited. Employees
should consult with Smartsheet’s Chief Legal Officer to determine an appropriate course ofaction if interested in pursuing an opportunity that was discovered through their position or use
of Smartsheet’s property or information.
6. Competition and Fair Dealing
Smartsheet strives to compete vigorously and to gain advantages over its competitors throughsuperior business performance, not through unethical or illegal business practices. No
Employee may acquire proprietary information from others, possess trade secret information,or induce disclosure of confidential information from past or present employees of othercompanies through improper means. If an Employee obtains information of this variety by
mistake, or if there are any questions about the legality of future actions, the Employee must
consult their supervisor or Smartsheet’s Chief Legal Officer.
Employees are expected to deal fairly and honestly with other Employees, Smartsheet
customers, suppliers, and anyone else with whom they have contact in the course of performing
their duties for Smartsheet. The making of false or misleading statements about Smartsheetcompetitors is prohibited by this Code, inconsistent with Smartsheet’s reputation for integrity,and harmful to Smartsheet’s business. Employees may not take unfair advantage of anyone
through misuse of confidential information, misrepresentation of material facts, or any otherunfair or deceptive business practice.
Employees involved in procurement have a special responsibility to adhere to principles of faircompetition in the purchase of products and services by selecting suppliers based exclusively
on typical commercial considerations, such as quality, cost, availability, service and reputation,and not on the receipt of special favors.
Employees involved in sales have a special responsibility to abide by all of Smartsheet’s policies
regarding selling activities, including its policies relevant to revenue recognition.
A. Special Note Regarding Antitrust Laws
Antitrust laws are designed to protect employees, customers and the competitive process.
These laws generally prohibit Smartsheet from establishing:●●price fixing arrangements with competitors or resellers;arrangements with competitors to share pricing information or other competitivemarketing information, or to allocate markets or customers;

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agreements with competitors or customers to boycott particular suppliers, customers,
or competitors;
a monopoly or attempted monopoly through anticompetitive conduct;●

agreements with any company to refuse to solicit or hire that other company’s
employees; or●agreements with any company about employee salary or other terms of compensation,either at a specific level or with a range.

Some kinds of information, such as pricing, production, and inventory, should never beexchanged with competitors, regardless of how innocent or casual the exchange may be,because merely exchanging information can create the appearance of an improper
arrangement.
Noncompliance with the antitrust laws can have extremely negative consequences for
Smartsheet, including long and costly investigations and lawsuits, substantial fines ordamages, and negative publicity. Understanding the requirements of antitrust and unfair
competition laws of the jurisdictions where Smartsheet does business can be difficult, andEmployees are urged to seek assistance from their supervisor or Smartsheet’s Chief Legal
Officer whenever they have a question relating to these laws.

7. Maintenance of Corporate Books, Records, Documents and Accounts; Financial Integrity;
Public Reporting
Smartsheet strives to maintain integrity of its records and public disclosure. Smartsheet
corporate and business records, including all supporting entries to its books of account, must
be completed honestly, accurately, and clearly. Records are important to investors and creditors.
They serve as a basis for managing Smartsheet business and are important in meeting
obligations to customers, suppliers, creditors, Employees, and others with whom Smartsheet
does business. Smartsheet depends on its books, records, and accounts accurately and fairly
reflecting, in reasonable detail, its assets, liabilities, revenues, costs, and expenses, as well as alltransactions and changes in assets and liabilities.
To help ensure the integrity of Smartsheet records and public disclosure, Smartsheet requires
that:● no entry be made that is intentionally false or misleading;● transactions be supported by appropriate documentation;● the terms of sales and other commercial transactions be reflected accurately in the
documentation for those transactions and all such documentation be reflected accurately
in Smartsheet books and records;

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Board of Directors: Nominating andCorporate Governance Committee● Employees comply with Smartsheet’s system of internal controls and be held accountable
for their entries;● any off-balance sheet arrangements are clearly and appropriately disclosed;● Employees work cooperatively with Smartsheet’s independent auditors in their review ofSmartsheet’s financial statements and disclosure documents;● no cash or other assets be maintained for any purpose in any unrecorded or "off-thebooks" fund; and● records be retained or destroyed according to Smartsheet’s document retention policies
or procedures then in effect.
Smartsheet’s disclosure controls and procedures are designed to help ensure that its reports
and documents filed with or submitted to the United States Securities and Exchange
Commission (the "SEC") and other public disclosures are complete, fair, and accurate; fairly
present our financial condition and results of operations; and are timely and understandable.
Employees who collect, provide, or analyze information for or otherwise contribute in any way
in preparing or verifying these reports must adhere to all disclosure controls and proceduresand generally assist Smartsheet in producing financial disclosures that contain all of theinformation that is required by law and would be important to enable investors to understandSmartsheet’s business and its attendant risks. In particular:● no Employee may take or authorize any action that would cause Smartsheet’s financial
records or financial disclosure to fail to comply with generally accepted accounting
principles; the rules and regulations of the SEC; or other applicable laws, rules, andregulations;● all Employees must cooperate fully with Smartsheet’s finance department, legal
department, independent public accountants, and outside counsel by responding to theirquestions with candor and providing them with complete and accurate information to
help ensure that Smartsheet’s books and records and reports filed with the SEC are
accurate and complete; and● Employees must not knowingly make (or cause or encourage any other person to make)any false or misleading statement in any of Smartsheet’s reports filed with the SEC or
knowingly omit (or cause or encourage any other person to omit) any informationnecessary to make the disclosure in any of such reports accurate in all material respects.
If an Employee becomes aware that Smartsheet’s public disclosures are not complete, fair, andaccurate, or if they become aware of a transaction or development that may require disclosure,the Employee should report the matter immediately to their supervisor or Smartsheet’s Chief
Legal Officer.

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8. Conduct of Senior Financial Personnel
Smartsheet’s finance department has a special responsibility to promote integrity throughout
the organization, with responsibilities required of stakeholders both inside and outside ofSmartsheet. As such, the Board requires that the Chief Executive Officer, Chief Financial Officer,
and senior finance department personnel adhere to particular ethical principles and foster aculture throughout Smartsheet that ensures the accurate and timely reporting of its financial
results and condition.
Because of this special role, Smartsheet requires that the Chief Executive Officer, Chief Financial
Officer, Corporate Controller, and any other persons performing similar functions (“Senior
Financial Employees”):● act with honesty and integrity and use due care and diligence in performing their
responsibilities to Smartsheet;● avoid situations that represent actual or apparent Conflicts of Interest and disclose
promptly to the Nominating and Corporate Governance Committee of the Board (the“Governance Committee”) any transaction or personal or professional relationship thatreasonably could be expected to give rise to an actual or apparent conflict; without limiting
the foregoing, and for the sake of avoiding an implication of impropriety, Senior Financial
Employees shall not:○ accept any material gift or other gratuitous benefit from a supplier or vendor,
including providers of professional services, individually or on behalf of Smartsheet(this prohibition is not intended to preclude reasonable, ordinary course
entertainment or similar social events);○ except with the approval of the disinterested members of the Board, directly invest
in any privately-held company that is a customer, partner, or vendor of Smartsheet
where the Senior Financial Employee, either directly or through people in his or herreporting structure, has responsibility or the ability to affect Smartsheet’s existing or
potential relationship with the other company; or○ maintain more than a passive investment of greater than 1% of the outstanding
shares of a public company that is a customer, partner, or vendor of Smartsheet.
● provide constituents with information that is accurate, complete, objective, relevant,timely, and understandable, including information for inclusion in Smartsheet
submissions to governmental agencies or in public statements;● comply with applicable laws, rules, and regulations of federal, state, and local
governments, and of any applicable public or private regulatory and listing authorities;and● maintain responsible use of and control over all assets and resources entrusted to eachSenior Financial Employee.

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Code of Business Conduct
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Board of Directors: Nominating andCorporate Governance Committee

9. Gifts and Entertainment
All Employees must be careful to avoid even the appearance of impropriety in giving or receiving
gifts and entertainment. For additional information, please see Smartsheet’s Anti-Corruption
Policy.
10. Political Contributions and Gifts
Smartsheet does not make contributions or payments that could be considered a contribution
to a political party or candidate, or to intermediary organizations such as political action
committees. For additional information, please see Smartsheet’s Anti-Corruption Policy.
11. International Business Laws
Employees are expected to comply with all applicable laws, foreign and domestic, whereverconducting Smartsheet business, including laws prohibiting bribery, corruption, or doing
business with specified individuals, companies, or countries.
Relevant laws, rules, and regulations, which extend to all Smartsheet’s activities outside theUnited States, include, but are not limited to:● the United States Foreign Corrupt Practices Act, which prohibits directly or indirectly giving
anything of value to a government official to obtain or retain business or favorable
treatment and requires the maintenance of accurate records of payments or gifts made;● the United Kingdom Bribery Act, which prohibits giving or receiving a financial or otheradvantage intended to bring about an improper performance or a reward for such
behavior;● the United Kingdom Modern Slavery Act 2015 and Australia’s Modern Slavery Act 2018,
which were created to define the opposition to modern slavery and trafficking (“Modern
Slavery” is a term used to encompass slavery, servitude, forced and compulsory labor,
bonded and child labor, and human trafficking);● United States embargoes, which restrict or, in some cases, prohibit United States’ persons,corporations and, in some cases, foreign subsidiaries from doing business with certain
countries, groups, or individuals;● export controls, which restrict travel to designated countries; prohibit or restrict exporting
goods, services, and technology from the United States to designated countries andidentified persons or entities; and prohibit or restrict the re-export of United States-origin
goods from the country of original destination to designated countries or identified
persons or entities; and● anti-boycott compliance, which prohibits United States’ companies from taking any actionthat has the effect of furthering any unsanctioned boycott of a country friendly to theUnited States.

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Code of Business Conduct
and Ethics for Employees

Version

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Effective
Date

April 27, 2018

Approved
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Board of Directors: Nominating andCorporate Governance Committee

For additional information, please see Smartsheet’s Legal Compliance and Anti-Corruption
Policies. If an Employee has a question as to whether an activity is restricted or prohibited, pleasecontact Smartsheet’s Chief Legal Officer before taking any action.
12. Confidentiality
Smartsheet depends upon its confidential information, and it relies on a combination of patent,
copyright, and trademark laws; trade secrets; confidentiality procedures; and contractual
provisions to protect it. Confidential information includes without limitation: (a) business,marketing, product, and service plans; (b) business and pricing strategies; (c) financial
information and forecasts; (d) product architecture, source codes, engineering ideas, designs,
databases, technical information, and other intellectual property; (e) personnel information; (f)customer and business partner lists and data; (g) similar types of information provided to
Smartsheet by its customers, service providers, and business partners; and (h) all other nonpublic information (regardless of its source) that might, if disclosed, be of use to competitors orotherwise harmful to Smartsheet or its customers, service providers, and business partners, allof which is more fully described in the Employment Obligations Agreement or similar agreement(including consulting or contractor agreements) that Employees and other service providers signwhen they join or are engaged by Smartsheet. Anyone who has had access to Smartsheet
confidential information must keep it confidential at all times, even after their employment orservice period ends.
Employees must not share Smartsheet confidential information, or any confidential informationof a customer, service provider, or business partner with anyone who has not been authorized
to receive it, except when disclosure is authorized or legally mandated. Unauthorized use or
distribution of confidential information violates the Employment Obligations Agreement orsimilar agreement (including consulting or contractor agreement) and could be illegal and resultin civil liability or criminal penalties.
Employees must take precautions to prevent unauthorized disclosure of confidential
information. Accordingly, they should also take steps to ensure that business-related paperwork
and documents are produced, copied, faxed, filed, stored, and discarded by means designed tominimize the risk that unauthorized persons might obtain access to confidential information.
Employees should not discuss sensitive matters or confidential information in public places, andthey should avoid discussing confidential information on cellular phones to the extent
practicable. Employees may not post Smartsheet confidential information online, including inany chat room or online forum, regardless of whether a pseudonym is used. Please see
Smartsheet’s Social Media Policy for additional information.
All Smartsheet emails, voicemails, and other communications are presumed confidential andshould not be forwarded or otherwise disseminated outside of Smartsheet, except whererequired for legitimate business purposes or mandated by law.

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Employees are required to observe the provisions of any other specific policy regarding privacy
and confidential information that Smartsheet may adopt from time to time, as well as any
applicable laws relating to data protection and privacy. More specific information regarding
Employees’ responsibilities to protect personal information is provided in Smartsheet’s Internal
Privacy Policy. Any inappropriate handling of Smartsheet confidential information or any
security breach impacting Smartsheet confidential information should be reported immediately
to Smartsheet’s Chief Legal Officer.
Notwithstanding the foregoing commitments to protect confidential information, an Employee
may, if, after reporting in accordance with the Whistleblower and Compliance Policy, they remain
unsatisfied with the manner in which the situation was handled or resolved, report toappropriate law enforcement agencies any suspected and unlawful fraud, waste, abuse, or otheractions in violation of this Code or any Smartsheet policy.
13. Protection and Proper Use of Company Assets
All Employees are expected to protect Smartsheet assets and ensure their efficient use for
legitimate business purposes. Theft, carelessness, and waste have a direct impact on
Smartsheet’s profitability. Smartsheet’s property, such as computer equipment, buildings,
furniture and fixtures, office supplies, products, and inventories, should be used only for
activities related to employment, although incidental personal use is permitted. Please bear inmind that all files, documents, emails, and other forms of communications on Smartsheet
servers and computers are the property of Smartsheet, and Smartsheet retains the right toaccess, review, monitor, and disclose any information transmitted, received, or stored using its
electronic equipment, with or without an Employee’s or third party’s knowledge, consent orapproval. Any misuse or suspected misuse of Smartsheet assets must be immediately reported
to a manager or Smartsheet’s Chief Legal Officer.
14. Employment Practices
Smartsheet believes in respecting the dignity of each Employee and expects every Employee toshow respect for all co-workers, customers, partners, and vendors. Respectful, professional
conduct furthers Smartsheet’s mission, promotes productivity, minimizes disputes, andenhances our reputation. Accordingly, this Code prohibits discrimination or harassment basedon an individual’s race, color, national origin, ancestry, sex, gender, sexual orientation, age,religion, creed, disability, genetic information, marital status, veteran status, or any othercharacteristic protected by applicable law. Smartsheet is committed to providing a work
environment that is free of unlawful discrimination, including harassment that is based on any
legally protected characteristic. Smartsheet’s policies regarding this subject are further
explained and expanded in the Smartsheet Employee Handbook.

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Smartsheet does not engage in and strictly forbids any form of Modern Slavery within ourorganization and, to our knowledge, by any third party engaged with Smartsheet, including
partners and vendors.
15. Media Contacts and Public Communications
To avoid inappropriate publicity and to ensure that all material information is communicated ina way that is reasonably designed to provide broad, non-exclusionary distribution of information
to the public, it is Smartsheet’s policy to disclose material information to the public only inaccordance with Smartsheet’s Corporate Communications Policy. Only those individuals
designated as official spokespersons in the Corporate Communications Policy may addressquestions regarding financial matters. Please see the Corporate Communications Policy for
additional information.
16. Amendment and Waiver
Any amendment or waiver of this Code with respect to an executive officer must be in writing
and approved by the Governance Committee. Any such amendment or waiver that applies to
one of Smartsheet’s executive officers may be publicly disclosed if required by applicable laws,
rules, and regulations. Any amendment or waiver of this Code with respect to any other person
must be in writing and approved by the Company’s Chief Legal Officer as its Compliance Officer(the “Compliance Officer”). In the event of the Chief Legal Officer’s unavailability, the Company’s
Chief Financial Officer shall be authorized to serve as the Compliance Officer in the interim.
17. Compliance Standards and Procedures
A. Compliance Resources
Smartsheet has an obligation to promote ethical behavior. Employees are encouraged to talkto their supervisor, manager, and other appropriate personnel when uncertain about theapplication of any provision of this Code.
In addition to fielding questions about the interpretation or potential violations of this Code,Smartsheet’s Chief Legal Officer is responsible for:
●
●
●
●

●

investigating possible violations of this Code;training new Employees in Code policies;
conducting training sessions to refresh Employees' familiarity with this Code;recommending updates to this Code as needed for approval by the GovernanceCommittee, to reflect changes in the law, Smartsheet operations and recognized bestpractices, and to reflect Smartsheet’s experience with this Code; andotherwise promoting an atmosphere of responsible and ethical conduct.

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Each Employee’s most immediate resource for any matter related to this Code is theirsupervisor. They may have the information needed, or may be able to refer the question toanother appropriate source. There may, however, be times when an Employee prefers not
to go to their supervisor. In these instances Employees should feel free to discuss theirconcern with Smartsheet’s Chief Legal Officer. If an Employee is uncomfortable speaking with
Smartsheet’s Chief Legal Officer, they should contact the Chairperson of the Audit
Committee of the Board (the “Audit Committee”) for matters related to accounting, internal
accounting, controls, or auditing, or the Chairperson of the Governance Committee for allother matters.
B. Clarifying Questions and Concerns; Reporting Possible Violations
If an Employee encounters a situation or is considering a course of action and its
appropriateness is unclear, they should discuss the matter promptly with their supervisor or
Smartsheet’s Chief Legal Officer. Even the appearance of impropriety can be very damaging
to Smartsheet and should be avoided. If Employees are aware of a suspected or actual
violation of this Code by others, they have a responsibility to report it. Reporting procedures,
including anonymous reporting procedures, are described in Smartsheet’s Whistleblower
and Complaint Policy. Employees should raise questions or report potential violations of thisCode without any fear of retaliation in any form; Smartsheet will take prompt disciplinary
action, up to and including termination of employment for cause, against any Employee,
officer, or director who retaliates against an Employee.
Supervisors must promptly report any complaints or observations of Code violations to
Smartsheet’s Chief Legal Officer. The Chief Legal Officer will investigate all reported possible
Code violations promptly and with the highest degree of confidentiality that is possible under
the specific circumstances, and consult with others (including the Audit Committee or
Governance Committee) as needed.
If the investigation indicates that a violation of this Code has occurred, Smartsheet will takesuch action it believes to be appropriate under the circumstances. If Smartsheet determinesthat an Employee is responsible for a Code violation, they will be subject to disciplinary action
up to, and including, termination of employment for cause and, in appropriate cases, civil
action or referral for criminal prosecution. Appropriate action may also be taken to deter any
future Code violations.
C. Anonymous Reporting of Possible Violations
Employees who wish to anonymously submit a concern or complaint regarding a possible
violation of this Code should follow the procedures outlined in Smartsheet’s Whistleblower
and Complaint Policy.

Code of Business Conduct and Ethics for Employees |13

Document

Code of Business Conduct
and Ethics for Employees

Version

5.1

Effective
Date

April 27, 2018

Approved
By

Board of Directors: Nominating andCorporate Governance Committee

D. Administration of this CodeThe Governance Committee is responsible for reviewing this Code as set forth in thecommittee’s charter. It may request reports from Smartsheet executives or officers about
the implementation of this Code and take any other steps in connection with that
implementation as it deems necessary. The Governance Committee will have the authority
to amend this Code and procedures associated with this Code at its discretion. Employees
will be notified of any material changes to this Code.
E. No Rights CreatedThis Code is a statement of fundamental principles, policies, and procedures that govern its
Employees in the conduct of Company business. It is not intended to and does not create
any legal rights for any customer, supplier, competitor, shareholder, or any other nonemployee or entity.
18. Revision History
Rev. #

Date

AuthorDescription of Changes

1.0

4/27/18

Fenwick & West LLP

Original template.

2.0

5/30/19

Smartsheet Legal

General edits.

2.5

5/28/20

Smartsheet Legal

Updated to Smartsheet company policy templateand format.

3.0

5/27/21

Smartsheet Legal

General edits.

4.0

6/2/22

Smartsheet Legal

General edits.

5.0

6/1/23

Smartsheet Legal

General edits.

5.1

5/30/24

Smartsheet Legal

General edits

Code of Business Conduct and Ethics for Employees |14