BRIGHTCOVE INC.
CODE OF BUSINESS CONDUCT AND ETHICS
I.

Purpose and Scope
The Board of Directors of Brightcove Inc. (together with its subsidiaries, the “Company”)
has adopted this Code of Business Conduct and Ethics (this “Code”) to aid the Company’s
employees, directors and certain designated agents in making ethical and legal decisions when
conducting the Company’s business and performing their day-to-day duties.

The Company’s Board of Directors (the “Board”) or a committee of the Board is
responsible for administering the Code. The Board has delegated day-to-day responsibility foradministering and interpreting the Code to a Compliance Officer. David Plotkin, the Company’s
Chief Legal Officer, has been appointed the Company’s Compliance Officer (“Compliance
Officer”) under this Code.
The Company expects its employees, directors and agents to exercise reasonable
judgment when conducting the Company’s business. The Company encourages its employees,
directors and agents to refer to this Code frequently to ensure that they are acting within both theletter and spirit of this Code. The Company also understands that this Code will not answer every
problem you may encounter or address every concern you may have about conducting theCompany’s business ethically and legally. In these situations, or if you otherwise have questions
or concerns about this Code, the Company encourages you to speak with your manager (ifapplicable) or, if you are uncomfortable doing that, with the Compliance Officer. Any referencesin this Code to employees and directors shall include officers of Brightcove, as well as agentsacting for or on behalf of Brightcove.
II.

Standards of Conduct
The Company’s employees and directors generally have other legal and contractual
obligations to the Company. This Code is not intended to reduce or limit the other obligations
you may have to the Company. Instead, this Code should be viewed as imposing the minimum
standards the Company expects from its employees and directors in the conduct of theCompany’s business. Additionally, all of the Company’s employees and directors are expected toadhere to the Company’s Foreign Corrupt Practices Act Policy, which is attached as Appendix A
hereto, and all of the Company’s finance employees are expected to adhere to the Finance Codeof Ethics, which is attached as Appendix B hereto.
A.

Compliance with Laws, Rules and Regulations

The Company requires that all employees and directors comply with all laws, rules andregulations applicable to the Company wherever it does business. You are expected to use good
judgment and common sense in seeking to comply with all applicable laws, rules and regulations
and to ask for advice when you are uncertain about them.
If you become aware of the violation of any law, rule or regulation by the Company,
whether by its employees, directors, or any third party doing business on behalf of the Company,
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it is your responsibility to promptly report the matter to your manager or to the Compliance
Officer. While it is the Company’s desire to address matters internally, nothing in this Codeshould discourage you from reporting any illegal activity, including any violation of the
securities laws, antitrust laws, environmental laws or any other federal, state or foreign law, ruleor regulation, to the appropriate regulatory authority. Employees and directors shall notdischarge, demote, suspend, threaten, harass or in any other manner discriminate or retaliate
against an employee because he or she reports any such violation, unless it is determined that thereport was made with knowledge that it was false. This Code should not be construed to prohibit
you from testifying, participating or otherwise assisting in any state or federal administrative,
judicial or legislative proceeding or investigation.
B.

Conflicts of Interest

The Company recognizes and respects the right of its employees and directors to engage
in outside activities that they may deem proper and desirable, provided that these activities do
not impair or interfere with the performance of their duties to the Company or their ability to act
in the Company’s best interests. In most, if not all, cases this will mean that our employees anddirectors must avoid situations that present a potential or actual conflict between their personal
interests and the Company’s interests.
A “conflict of interest” occurs when an employee’s or a director’s personal interest
interferes with the Company’s interests. Conflicts of interest can arise in many situations,
including the following:•

Outside Employment and Other Affiliations. A conflict of interest may arise if an
individual or agent is simultaneously employed or engaged by Brightcove and anotherbusiness concern, particularly a Brightcove customer or business partner.

•

Activities with Competitors. A conflict of interest arises if an individual or agent takes
part in any activity that enhances or supports a competitor’s position, including accepting
simultaneous employment or engagement with a competitor.

•

Gifts. While entertaining clients in the ordinary course of business is not prohibited, aconflict of interest may arise if an individual or any member of an individual’s immediatefamily gives or accepts any gift with the intent to improperly influence the normal
business relationship between Brightcove and its customers or other business partners, or
gives or accepts any gifts from a competitor.

•

Investments in Other Businesses. A conflict of interest may arise if an individual or any
member of an individual’s immediate family holds a financial interest in an outsidebusiness concern, particularly, a Brightcove customer or business partner. Many factors
must be considered in determining whether a conflict of interest exists in this situation,
including the size and nature of the investment; the ability to influence Brightcove’s
decisions that could affect the outside business concern; access to confidential
information of Brightcove or of the outside business concern; and the nature of therelationship between Brightcove and the outside business concern.

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•Conducting Business with Family Members. A conflict of interest may arise if an
individual or agent conducts business on behalf of Brightcove with a business in which afamily member of such individual or agent is associated in any significant role. The
Compliance Officer must be informed of all situations in which Brightcove is conducting
business with a member of an employee’s or agent’s family.

•

Conducting Business with Affiliates. A conflict of interest may arise if an individual or
agent conducts business on behalf of Brightcove with a business in which an affiliate ofBrightcove is associated in any significant role. The Compliance Officer must be
informed of all situations in which Brightcove is conducting business with an affiliate ofBrightcove.

Any material transaction, responsibility, obligation, or relationship that reasonably could
be expected to give rise to a conflict of interest should be reported promptly to the Compliance
Officer, who may notify the Board or its Nominating and Corporate Governance Committee as
he or she deems appropriate. Actual or potential conflicts of interest involving a director or
executive officer other than the Compliance Officer should be disclosed directly to theCompliance Officer. Actual or potential conflicts of interest involving the Compliance Officer
should be disclosed directly to the Chief Executive Officer.
C.

Insider Trading

Employees and directors who have material non-public information about the Company
or other companies, including our suppliers and customers, as a result of their relationship with
the Company are prohibited by law and Company policy from trading in securities of theCompany or such other companies, as well as from communicating such information to others
who might trade on the basis of that information. To help ensure that you do not engage inprohibited insider trading and avoid even the appearance of an improper transaction, theCompany has adopted an Insider Trading Policy, which is distributed to employees and directors
and is also available from the Legal Department.
If you are uncertain about the constraints on your purchase or sale of any Company
securities or the securities of any other company that you are familiar with by virtue of yourrelationship with the Company, you should consult with the Compliance Officer before making
any such purchase or sale.
D.

Confidentiality

Employees and directors must maintain the confidentiality of confidential information
entrusted to them by the Company or other companies, including our suppliers and customers,
except when disclosure is authorized by a manager or legally mandated. Unauthorized
disclosure of any confidential information is prohibited. Additionally, employees and directors
should take appropriate precautions to ensure that confidential or sensitive business information,
whether it is proprietary to the Company or another company, is not communicated within the
Company except to employees and directors who have a need to know such information to
perform their responsibilities for the Company.

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Third parties may ask you for information concerning the Company. Subject to the
exceptions noted in the preceding paragraph, employees and directors (other than the Company’s
authorized spokespersons) must not discuss internal Company matters with, or disseminate
internal Company information to, anyone outside the Company, except as required in theperformance of their Company duties and, if appropriate, after a confidentiality agreement is inplace. This prohibition applies particularly to inquiries concerning the Company from the media,
market professionals (such as securities analysts, institutional investors, investment advisers,
brokers and dealers) and security holders. All responses to inquiries on behalf of the Company
must be made only by the Company’s authorized spokespersons. If you receive any inquiries ofthis nature, you must decline to comment and refer the inquirer to your manager or one of theCompany’s authorized spokespersons. Additional restrictions on the use and handling ofconfidential information are included in the non-disclosure agreement you signed when you
joined the Company.
You also must abide by any lawful obligations that you have to your former employer.
These obligations may include restrictions on the use and disclosure of confidential information,
restrictions on the solicitation of former colleagues to work at the Company and non-competition
obligations.
E.

Honest and Ethical Conduct and Fair Dealing

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

Protection and Proper Use of Corporate Assets

The Company’s assets include its intellectual property rights, company equipment,
physical servers and communication facilities. Employees and directors should seek to protect
the Company’s assets. Theft, carelessness and waste have a direct impact on the Company’s
financial performance. Employees and directors must use the Company’s assets and services
solely for legitimate business purposes of the Company and not for any personal benefit or the
personal benefit of anyone else.
G.

Corporate Opportunities

Employees and directors owe a duty to the Company to advance its legitimate businessinterests when the opportunity to do so arises. Each employee and director is prohibited from:••diverting to himself or herself or to others any opportunities that are discovered throughthe use of the Company’s property or information or as a result of his or her position with
the Company unless that opportunity has first been presented to, and rejected by, theCompany;
using the Company’s property or information or his or her position for improper personal
gain; or

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competing with the Company.
H.

Political Contributions/Gifts

Business contributions to political campaigns are strictly regulated by federal, state,provincial and local law in the U.S. and many other jurisdictions. Accordingly, all politicalcontributions proposed to be made with the Company’s funds must be coordinated through andapproved by the Compliance Officer. Employees and directors may not, without the approval of
the Compliance Officer, use any Company funds for political contributions of any kind to any
political candidate or holder of any national, state or local government office. Employees anddirectors may make personal contributions, but should not represent that they are making
contributions on the Company’s behalf. Specific questions should be directed to the Compliance
Officer.
I.

Bribes, Kickbacks and Other Improper Payments

The Company does not permit or condone bribes, kickbacks or other improper payments,
transfers or receipts. No employee or director should offer, give, solicit or receive any money orother item of value for the purpose of obtaining, retaining or directing business or bestowing or
receiving any kind of favored treatment.
J.

International Trade Controls

Many countries regulate international trade transactions, such as imports, exports andinternational financial transactions and maintain boycotts against countries or firms that may be“blacklisted” by certain groups or countries. The Company’s policy is to comply with theseregulations and prohibitions even if compliance may result in the loss of some business
opportunities. Employees should learn and understand the extent to which international tradecontrols apply to transactions conducted by the Company.
K.

Accuracy of Records

Employees and directors must honestly and accurately report all business transactions.
You are responsible for the accuracy of your records and reports. Accurate information isessential to the Company’s ability to meet legal and regulatory obligations.
All Company books, records and accounts shall be maintained in accordance with allapplicable regulations and standards and accurately reflect the true nature of the transactions theyrecord. The financial statements of the Company shall conform to generally accepted accounting
rules and the Company’s accounting policies. No undisclosed or unrecorded account or fundshall be established for any purpose. No false or misleading entries shall be made in the
Company’s books or records for any reason, and no disbursement of corporate funds or othercorporate property shall be made without adequate supporting documentation.
L.

Quality of Public Disclosures

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It is the policy of the Company to provide full, fair, accurate, timely and understandable
disclosure in reports and documents filed with, or submitted to, the Securities and Exchange
Commission and in other public communications.
M.

Promoting a Positive Work Environment

The Company is committed to creating a supportive work environment and each
employee is expected to create a respectful workplace culture that is free of harassment,
intimidation, bias and unlawful discrimination. The Company is an equal opportunity employer
and employment is based solely on individual merit and qualifications directly related toprofessional competence. The Company strictly prohibits discrimination or harassment of any
kind 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.
III.

Compliance ProceduresA.

Communication of CodeAll current employees and directors are being supplied a copy of the Code. Future
employees and directors will be supplied a copy of the Code when beginning service at theCompany. All employees and directors will be expected to review and sign an acknowledgment
regarding the Code on a periodic basis. Updates of the Code, when adopted, will be promptly
supplied to employees and directors. Employees and directors also can obtain a copy of the Codeby requesting one from the Human Resources department or by accessing the Company’s
website at www.brightcove.com.
B.

Monitoring Compliance and Disciplinary Action

The Company’s management, under the supervision of its Board or its Nominating andCorporate Governance Committee, or in the case of accounting, internal accounting controls,
auditing or securities law matters, the Audit Committee, shall take reasonable steps to (i) monitor
compliance with the Code, and (ii) when appropriate, impose and enforce appropriate
disciplinary measures for violations of the Code.
Disciplinary measures for violations of the Code will be determined in the Company’ssole discretion and may include, but are not limited to, counseling, oral or written reprimands,
warnings, probation or suspension with or without pay, demotions, reductions in salary,termination of employment or service, and restitution.
The Company’s management shall periodically report to the Board or a committee of theBoard on these compliance efforts including, without limitation, alleged violations of the Codeand the actions taken with respect to violations.
C.

Communication Channels

Be Proactive. Every employee is encouraged to act proactively by asking questions,seeking guidance and reporting suspected violations of the Code and other policies and

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procedures of the Company, as well as any violation or suspected violation of law, rule orregulation resulting from the conduct of the Company’s business or occurring on the Company’s
property. If an employee believes that actions have taken place, may be taking place, or may
be about to take place that violate or would violate the Code or any law, rule or regulation
applicable to the Company, he or she is obligated to bring the matter to the attention of theCompany.
Seeking Guidance. The best starting point for employees seeking advice on ethics-related
issues or wishing to report potential violations of the Code will usually be their manager.
However, if the conduct in question involves an employee’s manager, if the employee hasreported the conduct in question to the manager and does not believe that the manager has dealt
with it properly, or if the employee does not feel comfortable discussing the matter with the
manager, the employee may raise the matter with the Compliance Officer.
Communication Alternatives. Any employee may communicate with the Compliance
Officer, or report potential violations of the Code, by any of the following methods:••••

By e-mail to the Compliance Officer at complianceofficer@brightcove.com(anonymity cannot be maintained);
In writing (which can be done anonymously as set forth below under“Anonymity”), addressed to the Compliance Officer, by mail to c/oBrightcove Inc., 281 Summer Street, Boston, MA, 02210;
Online at www.whistleblowerservices.com/BCOV (which may be done
anonymously as set forth below under “Anonymity”); or
By phoning and leaving a voicemail. The voicemail account (the “Employee
Reporting Line”) can be reached at (866) 388-1906 and messages can be leftanonymously as set forth below under “Anonymity.”

Reporting Accounting and Similar Concerns. Concerns or questions regarding potential
violations of the Code, a Company policy or procedure or laws, rules or regulations relating toaccounting, internal accounting controls, or auditing or securities law matters will be directed to
the Audit Committee of the Board (the “Audit Committee”) or a designee of the Audit
Committee in accordance with the procedures established by the Audit Committee for receiving,retaining and treating complaints regarding accounting, internal accounting controls or auditing
or securities law matters. Employees can also communicate directly with the Audit Committee orits designee regarding such matters by the following methods (which can be done anonymously
as set forth below under “Anonymity”):••

In writing to the Chair of the Audit Committee, c/o Brightcove Inc., 281
Summer Street, Boston, MA, 02210; or
By phoning the Employee Reporting Line as set forth above.

Cooperation. Employees are expected to cooperate with the Company in any
investigation of a potential violation of the Code, any other Company policy or procedure, or any
law, rule or regulation.

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Misuse of Reporting Channels. Employees should not use these reporting channels in bad
faith or in a false or frivolous manner or to report grievances that do not involve the Code orother ethics-related issues.
Director Communications. In addition to the foregoing methods, a director also cancommunicate concerns or seek advice with respect to this Code by contacting the Board throughits Chair or the Audit Committee.
D.

Anonymity

The Company prefers that employees, when reporting suspected violations of the Code,identify themselves to facilitate the Company’s ability to take steps to address the suspectedviolation, including conducting an investigation. However, the Company also recognizes thatsome people may feel more comfortable reporting a suspected violation anonymously.
An employee who wishes to remain anonymous may do so, and the Company will use
reasonable efforts to protect confidentiality. If a report is made anonymously, however, theCompany may not have sufficient information to investigate or evaluate the allegations.
Accordingly, persons who report suspected violations anonymously should provide as muchdetail as they can to permit the Company to evaluate the allegation and, if it deems appropriate,
conduct an investigation.
E.

No Retaliation

The Company forbids any retaliation against an employee who, acting in good faith on
the basis of a reasonable belief, reports suspected misconduct. Specifically, the Company will
not discharge, demote, suspend, threaten, harass or in any other manner discriminate against,
such an employee. Anyone who participates in any such conduct is subject to disciplinary action,
including termination.
IV.

Waivers and Amendments
No waiver of any provisions of the Code for the benefit of a director or an executive
officer (which includes, without limitation, the Company’s principal executive, financial andaccounting officers) shall be effective unless (i) approved by the Board or, if permitted, the Audit
Committee, and (ii) if required, the waiver is promptly disclosed to the Company’s
securityholders in accordance with applicable U.S. securities laws and the rules and regulationsof the exchange or system on which the Company’s shares are traded or quoted, as the case maybe.
Any waivers of the Code for other employees may be made by the Compliance Officer,
the Board or, if permitted, the Audit Committee.

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All amendments to the Code must be approved by the Board and, if required, must be
promptly disclosed to the Company’s securityholders in accordance with United States securities
laws and NASDAQ rules and regulations.
ADOPTED:

July 25, 2023

EFFECTIVE:

July 25, 2023

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APPENDIX A
BRIGHTCOVE INC.
FOREIGN CORRUPT PRACTICES ACT POLICYI.

POLICY STATEMENT

As a United States company conducting business around the world, Brightcove
Inc. and its subsidiaries and affiliates (together, “Brightcove” or the “Company”) mustcomply with all applicable United States and foreign laws, including the U.S. Foreign
Corrupt Practices Act (“FCPA”) and similar anti-bribery and anti-corruption laws ofother jurisdictions where the Company conducts business. This obligation extends to all
Company employees, directors and certain designated agents and business partners of
Brightcove, both within and outside the United States.
This FCPA Policy is designed to familiarize you with the FCPA. Nothing in thisPolicy limits the scope or requirements of the Code of Business Conduct and Ethics(“Code of Conduct”) that has been enacted by the Company. This FCPA Policy simply
builds on the Code of Conduct and provides additional guidance to ensure that Company
personnel, and the Company’s agents and business partners, do not knowingly or
unknowingly compromise Company values or violate the FCPA.
In addition to reviewing this FCPA Policy, it is your obligation to attend FCPA
training as required, to seek guidance on FCPA issues as they arise, and to reportsuspected or actual FCPA violations promptly.
Failure to comply with the FCPA and other laws may result in civil and/or
criminal fines to the Company, as well as significant harm to the Company’s reputation.
Such a failure may also result in civil and criminal penalties being imposed against theindividuals involved. Failure to comply with this Policy will also result in disciplinary
action being taken by the Company.
II.

THE FCPA
A. Overview

The FCPA contains two components, which are informally known as its “antibribery provisions” and its “accounting provisions.” In summary, the “anti-bribery
provisions” prohibit the Company and its directors, officers, employees, representatives,
agents, and business partners around the world from offering, authorizing, promising,directing, or providing anything of value to any non-U.S. government official for the
purpose of influencing that person to assist the Company in obtaining or retaining
business or securing an improper business advantage. Individuals and companies may
also be penalized if they order, authorize, or assist someone else to violate the antibribery provisions, or if they conspire to violate those provisions.

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In addition to prohibiting improper payments, the FCPA also contains“accounting provisions” that impose additional record-keeping and internal control
requirements on public companies like Brightcove. These accounting provisions do notjust prohibit improper accounting of improper payments, they even prohibit improperaccounting of proper payments. Put differently, even bona fide business expenses, if
improperly accounted for in the books and records of the Company, can lead to aviolation of the FCPA. The Company is committed to maintaining strong internal
controls to ensure that its books and records are accurate.
B. FCPA Penalties
Under the anti-bribery provisions of the FCPA, any Company director, officer,
employee, representative, agent, business partner, or person acting on behalf of theCompany who willfully violates the FCPA may be liable for significant civil and criminalfines, and individuals may be imprisoned for up to five years. The FCPA prohibits
indemnification of such individuals by the Company.
In addition, an FCPA violation could result in additional adverse consequencessuch as suspension or debarment from government contracts, revocation or suspension ofexport license privileges, shareholder lawsuits, disgorgement, and long-term damage to
the Company or an individual’s reputation.
C. FCPA Provisions and What They Mean
Included below are summaries and explanations of some important FCPA
provisions to assist you in your general understanding of the FCPA’s requirements. You
canfind
the fulltextof the FCPA atthe DOJ’s
website,http://www.justice.gov/criminal/fraud/fcpa/, which also contains translations of the FCPA
in many languages. You are encouraged to review the full text of the FCPA in English or
your primary language.
•

The FCPA prohibits payments or the offer of payments. You do not need tomake a payment for liability to attach under the FCPA. The mere offer orpromise of a payment can lead to a violation of the statute.

•

The FCPA prohibits payment of money or anything of value. The FCPA
extends to payments of anything of value—not just payments of cash. There is no
minimum threshold or materiality requirement for corrupt payments.
o Prohibited payments can take many forms, including the purchase of an
official's property or services at inflated prices, entertainment, charitable
donations, travel expenses, loans with favorable terms, scholarships, cars or
sports equipment, or anything else of value.
The following are examples of bribes or improper payments under the FCPA:
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o making payments or giving something of value to a government official inorder to receive or renew a license or permit or to obtain an approval that theCompany needs to continue business;o making payments or giving something of value to a government official that is
intended to influence implementation of a law that is beneficial to theCompany’s business or to influence the repeal of a law that is adverse to theCompany’s business;o making payments or giving something of value to a government official in
exchange for overlooking or forgiving a regulatory compliance mistake orviolation;o making payments or giving something of value to government officials or
political parties in connection with transactions or proposed transactions
related to the Company’s products or services; oro authorizing or making payments to government officials intended to influence
acts and decisions that would help the Company to win a deal or prevent theCompany from losing a deal.
•

The FCPA prohibits both direct and indirect payments. In addition to direct
payments to foreign government officials, indirect payments through an agent,
partner, subsidiary, consultant, or any other third-party may also give rise toliability. The FCPA prohibits payments to any person while “knowing” that any
part of the proceeds will be provided to or otherwise used to influence the acts ofa non-U.S. official.
Below are some “red flags” that may require further inquiry to ensure that
improper payments are not being directed to government officials:
o requests for commissions that are unusually large in relation to the work to be
performed;o references by a local agent to “special accommodations” that have to be madewith local officials or statements that you should not ask too many questions
about how business gets done in the local jurisdiction;o hesitation on the part of an agent or consultant to provide the details of theservices to be performed and statements that he or she will “do what it takes to
get the deal done” in the local jurisdiction;o requests for “up front” payments when such payments are not expressly
required by a written business agreement;o requests for payment to an offshore bank account, in cash, in a different name,to a shell corporation, to an account in a different country, through private
payment procedures, or to an unrelated third-party;o refusal by a prospective agent to commit in writing to comply with theCompany’s compliance policies;2

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o refusal to submit to or respond to the Company’s due diligence requests
without a reasonable explanation;o refusal by a consultant to provide written reports of its activities;o a history of illegal or questionable behavior by a prospective consultant;o family or business relationships between the Company’s agent andgovernment officials;
o proposals for consulting or lobbying contracts by persons who claim to have“special arrangements” with government officials;
o requests for commission payments prior to announcement of an award
decision;o requests by government officials that specific parties be engaged to provide
services or materials to the Company;o requests that the Company bid for services to be made through a specificrepresentative or partner; oro demands that payments only be made in cash.
•

The FCPA does not require quid pro quo agreement. The SEC and U.S.
courts have made clear that an arrangement need not be of a “quid pro quo”
nature to be corrupt. Any attempt to favorably influence foreign officials, even ifthat simply includes purchasing their good will, may be considered securing an
improper advantage and a violation of the FCPA.

•The FCPA broadly defines “foreign officials.” A foreign official is someone
who acts as an elected official of a foreign government, acts as an officer or
employee of any government department, acts as an employee, officer, or directorof a state-owned or quasi-governmental enterprise, or acts in an official capacity
for or on behalf of a foreign government—even if that person is not employed by
the government (e.g., a government consultant). Employees of state-owned
enterprises or government-controlled entities, as well as officials from public
international organizations, also qualify as foreign officials. In certain instances,
the FCPA may also apply to relatives of foreign officials.

•

Exceptions for “Reasonable and Bona Fide Expenses.” The FCPA permits
payments to foreign officials for reasonable and bona fide expenses directly
related to a promotion, demonstration, or explanation of a company’s products
and services. However, you must be extremely careful when making suchpayments and keep the following rules in mind:o Do not extend any invitation for travel to any government official,government employee, or political party, official, or candidate for political
office, without the prior approval of the Compliance Officer or his designatedrepresentative.
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o Any travel or entertainment expenses must be limited solely to thoseindividuals necessary for the furtherance of the Company’s business. You
cannot pay or promise to pay any travel or entertainment expenses for spouses
or guests of your invitees.
o All travel and entertainment expenses must be accurately and adequately
documented in the books and records of the Company; you must not misstate
the purpose or value of these expenses.
o Legitimate gifts, meals, and entertainment are permitted only if they are of
nominal value, infrequent, and not offered for an improper purpose.
o It is your obligation to ensure that a payment qualifies as a “reasonable andbona fide expense.” If you have any questions or concerns, it is yourobligation to consult the Company’s Compliance Officer or his designatedrepresentative.
•

Record-keeping and internal controls requirements. The FCPA requires
companies to maintain detailed and accurate accounting records and internal
controls. All Company personnel and third-party agents and business partners
must keep detailed and accurate records of payments to foreign officials, agents,
and business partners. There is no “scienter” or intent requirement and there is no“materiality” threshold for these requirements. Accordingly, even a small
misstatement or false record-keeping can give rise to liability.
o You must not create any false, incomplete, or misleading entries or records.

o You must not maintain any undisclosed or unrecorded corporate funds for
miscellaneous expenses.
o Vague accounting descriptions like “advertising” or “promotional costs”
without further explanation will raise red flags and could implicate the recordkeeping provisions of the FCPA.
•III.

Willful ignorance and similar bad acts by others are not valid defenses.
Willfully ignoring FCPA warning signs in an attempt to avoid gaining actual
knowledge of a violation is not a valid defense. Similarly, arguments that bribes
or improper payments are part of the business culture in a particular country orindustry, or are part of the costs of doing business in a particular country, are notvalid defenses.
SEEKING GUIDANCE ON FCPA ISSUESThe Company’s management has appointed David Plotkin, the Company’s Chief
Legal Officer, to serve as the Compliance Officer responsible for implementing andproviding guidance and interpretation on matters related to the FCPA and the Code of
Conduct in general.

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Company personnel with questions about the FCPA or who are uncertain of therequirements of the FCPA Policy are obligated to seek guidance from their managers
and/or the Compliance Officer or his designated representative.
The Compliance Officer also has responsibility for investigating, or overseeing
the investigation of, any information or allegations concerning possible FCPA violations
or other unethical or improper business conduct. The Compliance Officer will haveauthority to retain and consult with outside legal counsel to assist in carrying out his/herduties.
IV.

REPORTING SUSPECTED VIOLATIONS OF THE FCPA OR THISPOLICY

Employees must immediately report to the Compliance Officer any suspected or
actual violation of the FCPA or this Policy by the Company or any of its officers,
directors, or employees, or any other third-party such as agents, business partners,
consultants, or others acting on the Company’s behalf. Once an employee has made areport, the employee has an obligation to update the report as new information comes into
his or her possession. Under no circumstances shall the reporting of any suchinformation or possible violation serve as a basis for any retaliatory actions to be taken
against any employee making the report.
The Company will make reasonable efforts to prevent the disclosure of theidentity of any employee who reports a suspected violation of the FCPA or this Policy
without his or her permission, unless disclosure is unavoidable during an investigation.
To facilitate the reporting of any suspected violation or noncompliance, the Company has
established the following methods/procedures for employees to report violations:
•
•
•
•

By
e-mailtotheCompliance
Officer
atcomplianceofficer@brightcove.com(anonymity
cannotbemaintained);
In writing (which can be done anonymously as set forth above under“Anonymity”), addressed to the Compliance Officer, by mail to c/oBrightcove Inc., 281 Summer Street, Boston, MA, 02210;
Online at www.whistleblowerservies.com/BCOV (which may be done
anonymously as set forth above under “Anonymity”); or
By phoning and leaving a voicemail. The voicemail account (the“Employee Reporting Line”) can be reached at (866) 388-1906 andmessages can be left anonymously as set forth above under“Anonymity.”

Concerns or questions regarding potential violations of the FCPA or this Policy, aCompany policy or procedure or laws, rules or regulations relating to accounting, internal
accounting controls, or auditing or securities law matters will be directed to the Audit
Committee of the Board (the “Audit Committee”) or a designee of the Audit Committee
in accordance with the procedures established by the Audit Committee for receiving,retaining and treating complaints regarding accounting, internal accounting controls or
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auditing or securities law matters. Employees can also communicate directly with the
Audit Committee or its designee regarding such matters by the following methods (which
can be done anonymously as set forth above under “Anonymity”):••

In writing to the Chair of the Audit Committee, c/o Brightcove Inc.,
281 Summer Street, Boston, MA, 02210; or
By phoning the Employee Reporting Line as set forth above.

A complaint about a suspected violation should be factual rather than speculative
or conclusory and should contain as much specific information as possible to allow for
proper assessment. The complaint describing an alleged violation of the FCPA or thisPolicy should set forth all of the information that the employee knows regarding theallegation or concern.
V.

EMPLOYEE OBLIGATIONS AND CONSEQUENCES

If an employee violates the FCPA or any provision of this Policy, or fails tocooperate in implementing this Policy, the employee will be subject to disciplinary
action, which may include, but not be limited to, suspension, demotion, reduction in pay,
reprimand, and termination.
Examples of other actions or omissions that will subject an employee todisciplinary action include, but are not limited to:o A breach of the FCPA or this Policy either directly or through assistance toothers;o A failure to report a suspected or actual violation of the FCPA;o Any attempt to cover-up or hide an FCPA violation;o A lack of attention or diligence on the part of an employee that leads to aviolation of the FCPA; oro Any direct or indirect retaliation against any employee who reports a violationof this Policy.

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APPENDIX B
BRIGHTCOVE INC.
FINANCE CODE OF ETHICS
Purpose and Applicability
The honesty, integrity and sound judgment of financial officers and the entire financeorganization are fundamental to the reputation and success of Brightcove Inc. and its
subsidiaries (“Brightcove”). Therefore, the finance organization, in addition to complying
with Brightcove’s Code of Business Conduct and Ethics, must also comply with all of theprovisions of this Finance Code of Ethics as set forth below:
Honest and Ethical Conduct
All financial officers and employees must act in an honest and ethical manner in all
matters relating to Brightcove or its business and in all interactions with governmental
and regulatory authorities, customers, suppliers, agents, competitors, employees and the
public. Unethical and illegal acts and practices are prohibited. No finance employee shallcommit any act of fraud, conduct any transaction in a fraudulent or deceptive manner or
produce any periodic filing that is not in compliance with GAAP. The financeorganization will encourage professional integrity in all aspects of the financeorganization, by eliminating inhibitions and barriers to responsible behavior such as
coercion or fear of reprisal.
Full, Fair and Accurate Financial Records, Filings and Other Public
Communications
Brightcove strives to ensure that all business records and financial reports are accurate,complete, understandable, not misleading and in accordance with GAAP. Brightcove iscommitted to complying with applicable laws requiring the fair and timely disclosure ofmaterial information and ensuring the accuracy of publicly disseminated information. To
that end, Brightcove maintains internal controls and procedures designed to provide
reasonable assurance of the safeguarding and proper management of Brightcove’s assets;
the reliability of its financial reporting in compliance with generally accepted accounting
principles; and compliance with applicable laws and regulations. In carrying out its
responsibilities, the finance function is committed to maintaining disclosure controls andprocedures designed to ensure that financial and non-financial information is collected,
analyzed, and timely reported in compliance with applicable law and if applicable, withGAAP.
The highest standard of care must be exercised to ensure that:• Accounting records, as well as reports produced from those records, are inaccordance with the laws of each applicable jurisdiction and, if applicable inaccordance with GAAP.
• Accounting records fairly and accurately reflect the transactions or occurrences towhich they relate.
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•
•
•
•
•
•

Accounting records fairly and accurately reflect, in reasonable detail, assets,
liabilities, revenues and expenses.
Accounting records do not contain false or intentionally misleading entries that
could be material to the financial statements.
No transactions should be intentionally misclassified as to accounts, departments
or accounting periods. Unintentional misclassifications will be corrected or notcorrected based on the materiality of the transaction.
Transactions must be supported by accurate documentation in reasonable detailand recorded in the proper account and in the proper accounting period.
Information should not be intentionally concealed from the independent auditors.
Compliance with the Sarbanes-Oxley Act, in general, and Section 404(maintaining an effective system of internal control over financial reporting), in
particular, is required.

Compliance with Laws, Rules and Regulations and Brightcove Policies
Brightcove is committed to compliance with applicable laws, rules and regulations andBrightcove’s own policies. Brightcove maintains finance policies and procedures related
to key accounts and processes that, if not followed, could have a material impact on
Brightcove’s financial results, financial condition or financial disclosure. The Financeorganization will ensure that its policies and procedures are updated and approved on aperiodic basis and that key controls identified in such documents are operational.
The Prompt Reporting of any Violations of this Code to the Appropriate Person at
Brightcove
Among your most important responsibilities at Brightcove are the obligations to comply
with this Code of Ethics and report any situation or conduct you believe may constitute a
possible violation of the Code. This includes, but is not limited to information causing
you to believe that Brightcove’s books or records are not being maintained, or that its
financial condition or results of operations are not being disclosed, in accordance withthese controls and procedures, or that there has been any breach of this Code of Ethics.
Under any of these circumstances you must report the matter directly by any of the means
indicated below:•

a supervisor or department head;•a financial officer; or•

the head of Human Resources or the Audit Committee through Brightcove’s
confidential and anonymous reporting system.

Accountability for Compliance with this Code of Ethics
Brightcove is committed to taking prompt and consistent action in response to violationsof this Code. Any person who violates the Code is subject to disciplinary action,
including immediate termination. Brightcove will promptly investigate reports ofsuspected violations. It will evaluate suspected violations on a case-by-case basis andapply an appropriate sanction, including, in its sole discretion, reporting the violation to

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authorities.
Policy Against Retaliation
Brightcove will not tolerate retaliation in any form against any person who in good faithreports suspected violations of the Code or any laws, rules or regulations, voices otherethical concerns, or who is involved on Brightcove’s behalf in investigating or helping toresolve any such issue. Anyone found to have retaliated against another employee forany such conduct may be subject to discipline, including immediate termination. If you
believe you have been subjected to such retaliation, you should report the situation assoon as possible to Brightcove’s Chief Legal Officer.

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