ALTERYX, INC.
CODE OF BUSINESS CONDUCT AND ETHICS(As adopted on February 7, 2017 and amended through February 2, 2023)
Alteryx, Inc. (collectively with its subsidiaries, the “Company”) is committed to promoting highstandards of honest and ethical business conduct and compliance with applicable laws, rules andregulations. As part of this commitment, the Company has adopted this Code of Business Conduct andEthics (this “Code”). The Company has adopted this Code to set expectations and provide guidance
applicable to every member (each, a “director” and collectively, the “directors”) of the Board of Directors(the “Board”), officer, employee, independent contractor and consultant of the Company (which we refer
to collectively, including directors, as “employees” in this Code). Each employee is responsible for reading
and understanding this Code, and using it as a guide to the performance of such employee’s responsibilities
for the Company. No one has the authority to make an employee violate this Code, and any attempt todirect or otherwise influence someone else to commit a violation is unacceptable. This Code cannot address
every ethical issue or circumstance that may arise; so, in complying with the letter and spirit of this Code,it is the employee’s responsibility to apply common sense, together with high personal standards of ethics,
honesty and accountability, in making business decisions where this Code has no specific guideline.
Employees should consider not only their own conduct, but also that of their family members. Throughout
this Code, the term “family member” refers to an employee’s spouse, parents, children and siblings, whetherby blood, marriage or adoption, or anyone residing in such employee’s home.
In addition, each employee is expected to comply with all other Company policies and proceduresthat may apply to employees, many of which supplement this Code by providing more detailed guidance.
The Company may modify or update these specific policies and procedures from time to time, and adopt
new Company policies and procedures in the future.
Nothing in this Code is intended to alter existing legal rights and obligations of the Company or
any of its employees, including “at will” employment arrangements or other arrangements or agreementsthat the Company may have with its employees.
The Company expects all of its executives, managers and other supervisory personnel to act withhonesty and integrity, use due care and diligence in performing responsibilities to the Company to help
foster a sense of commitment to this Code among its employees, and maintain a culture of fairness, honesty
and accountability within the Company. The Company also expects such personnel to ensure that theCompany’s agents and contractors conform to the standards of this Code when working on the Company’s
behalf.
If a non-employee director needs help understanding this Code, or how it applies to conduct in any
given situation, the director should contact the chairperson (the “Chair”) of the Nominating and Corporate
Governance Committee (the “Committee”) (or, in the case of the Chair or an employee-director, theCompany’s Chief Legal Officer). If an employee (other than a director) needs help understanding this Code,or how it applies to conduct in any given situation, the employee should contact such employee’s supervisor
or the Company’s Chief Legal Officer. In addition, the employee 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 17 (Compliance Standards and Procedures) for a description of how to report suspected violationsof the Code.
Anyone who violates the standards in this Code will be subject to appropriate action, which, incertain circumstances, may include (a) for directors, removal from the Board, legal action or referral for1

criminal prosecution and (b) for employees (other than directors), termination of employment or service
provider relationship for cause, legal action or referral for criminal prosecution.
OBEY THE LAW
1.

Legal Compliance

Every employee must always obey the law while performing such employee’s duties to theCompany. The Company’s success depends upon each employee operating within legal guidelines andcooperating with authorities. It is essential that all employees know and understand the legal and regulatory
requirements that apply to the Company’s business and to their specific area of responsibility. While anemployee is not expected to have complete mastery of these laws, rules and regulations, employees are
expected to be able to recognize situations that require consultation with others to determine the appropriate
course of action. If any directors have any questions in the area of legal compliance, they should approach
the Chair (or, in the case of the Chair, the Company’s Chief Legal Officer), and if any employees have any
questions in the area of legal compliance, they should contact their supervisor or the Company’s Chief
Legal Officer immediately.
2.

Insider Trading

Every employee is prohibited from using “inside” or material nonpublic information about theCompany, or about companies with which the Company does business, in connection with buying or selling
the Company’s or such other companies’ securities, including “tipping” others who might make an
investment decision on the basis of this information. It is illegal, and it is a violation of this Code, theCompany’s Insider Trading Policy (the “Insider Trading Policy”) and other Company policies, to tip or totrade on inside information. Employees who have access to inside information are not permitted to use or
share that inside information for stock trading purposes or for any other purpose except to conduct Company
business.
Employees must exercise the utmost care when in possession of material nonpublic information.
The Insider Trading Policy provides guidance on the types of information that might be nonpublic andmaterial for these purposes, and guidelines on when and how an employee may purchase or sell shares ofCompany stock or other Company securities.
Please review the Insider Trading Policy for additional information.
3.

International Business Laws

Employees are expected to comply with all applicable laws wherever an employee travels on
Company business, including laws prohibiting bribery, corruption or the conduct of business with specified
individuals, companies or countries. Employees are also expected to comply with United States laws, rules
and regulations governing the conduct of business by United States citizens and entities outside the UnitedStates.
These United States laws, rules and regulations, which extend to all the Company’s activities
outside the United States, include:•

the U.S. Foreign Corrupt Practices Act, which prohibits directly or indirectly giving anythingof value to a government official to obtain or retain business or favorable treatment, andrequires the maintenance of accurate books of account, with all Company transactions being
properly recorded;2•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 fromthe United States goods, services and technology to designated countries and identified persons
or entities, and prohibit or restrict the re-export of United States-origin goods from the countryof original destination to designated countries or identified persons or entities; and•anti-boycott compliance, which prohibits United States companies from taking any action thathas the effect of furthering any unsanctioned boycott of a country friendly to the United States.

For additional information, please see the Company’s Anti-Corruption Policy and Export Control
Compliance Program. Employees with questions as to whether an activity is restricted or prohibited should
contact the Company’s Chief Legal Officer before taking any action.
4.

Lawsuits and Legal Proceedings
The Company complies with all laws and regulations regarding the preservation of records.

Lawsuits, legal proceedings, and investigations concerning the Company must be handled promptly
and properly. Employees must contact the Company’s Chief Legal Officer immediately if they receive a
court order or a court issued document, or notice of a threatened lawsuit, legal proceeding, or investigation.
A legal hold suspends all document destruction procedures in order to preserve appropriate records under
special circumstances, such as litigation or government investigations. When there is a “legal hold” inplace, employees may not alter, destroy, or discard documents relevant to the lawsuit, legal proceeding orinvestigation. The Company’s Chief Legal Officer determines and identifies what types of records or
documents are required to be placed under a legal hold and will notify employees if a legal hold is placedon records for which they are responsible. An employee involved on the Company’s behalf in a lawsuit orother legal dispute must avoid discussing it with anyone inside or outside of the Company without priorapproval of the Company’s Chief Legal Officer. Employees and their managers are required to cooperate
fully with the Legal Department in the course of any lawsuit, legal proceeding, or investigation.
ETHICAL OBLIGATIONS
5.

Conflicts of Interest

Employees are expected to avoid actual or apparent conflicts of interest between their personal andprofessional relationships, including, with respect to directors, if appropriate, recusing themselves fromdiscussions of the Board when their participation could be perceived as creating such a conflict. A “conflictof interest” occurs when a personal interest interferes in any way (or even appears or could reasonably be
expected to interfere) with the interests of the Company as a whole.
Sometimes conflicts of interest arise when an employee takes some action or has some outside
interest, duty, responsibility or obligation that conflicts with an interest of the Company or such employee’s
duty to the Company. A conflict of interest can arise when an employee takes actions or has interests that
may make it difficult to perform such employee’s duties objectively and effectively. Conflicts of interest
can also arise when an employee or relative of an employee (including a family member of an employee)
receives improper personal benefits as a result of the employee’s position at the Company.

3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 an employee’s job performance or morale or that ofanother Company employee;•

whether the employee has access to confidential Company information or influence oversignificant Company resources or decisions;•the potential impact of the activity on the Company’s business relationships, including
relationships with business partners, customers and service providers; and•the extent to which the activity could benefit the employee or the employee’s relatives, directly
or indirectly.

A few examples of activities that could involve conflicts of interests include:•

Aiding the Company’s competitors. This could take the form of service as a member of theboard of directors of a competitor, working for or consulting with a competitor, or passing
confidential Company information to a competitor, or accepting payments or other benefits
from a competitor. If employees are concerned about whether an interaction with a competitor
constitutes a conflict of interest they should consult with their supervisor and the Company’s
Chief Legal Officer.

•

Involvement with any business that does business with the Company or seeks to dobusiness with the Company. Employment by or service on the board of directors of a business
partner, customer or service provider is generally discouraged and an employee (other than adirector) must seek authorization from the Company’s Chief Legal Officer in advance if theemployee plans to have such a relationship. A director must consult with the Chair (or in thecase of the Chair, the Company’s Chief Legal Officer) if the director plans to have such a
relationship.

•

Owning a significant financial interest in a competitor or a business that does businesswith the Company or seeks to do business with the Company. In evaluating such interests
for conflicts, both direct and indirect interests that employees or their relatives may have should
be considered, along with factors such as the following:othe size and nature of the interest;othe nature of the Company’s relationship with the other business;owhether an employee has access to confidential Company information; andowhether an employee has an ability to influence Company decisions that would affectthe other business.

If a director or an employee (other than a director) has or wishes to acquire a significant
financial interest in a competitor, or in a business partner, customer or service provider withwhich such director or employee has direct business dealings (or approval responsibilities), the4director must consult with the Chair (or in the case of the Chair, the Company’s Chief Legal
Officer) and the employee (other than a director) must consult with the Company’s Chief Legal
Officer. Similarly, if an employee (other than a director) experiences a change of position orseniority that results in such employee having direct business dealings with a business partner,
customer or service provider in which the employee already has a significant financial interest,
such employee must consult with the Company’s Chief Legal Officer. For additional
information, employees should consult the Employee Conflicts, Outside Advisor andInvestment Policy.
•

Soliciting or accepting payments, gifts, loans, favors or preferential treatment from any
person or entity that does or seeks to do business with the Company. See Section 9 (Gifts
and Entertainment) for further discussion of the issues involved in this type of potential
conflict.

•Taking personal advantage of corporate opportunities. See Section 6 (Corporate
Opportunities) for further discussion of the issues involved in this type of conflict.

•

Having authority on behalf of the Company over a co-worker who is also a family
member, or transacting business on behalf of the Company with a family member. If
employees may be involved in such situations, they should consult with their supervisors andthe Company’s Chief Legal Officer to assess the situation and determine an appropriate
resolution.

Employees must avoid these situations (and others like them), where their loyalty to the Company
could be compromised. If an employee (other than a director) believes that they are or may become
involved in a potential conflict of interest, the employee must discuss it with, and seek a determination andprior authorization or approval from, the Company’s Chief Legal Officer. If a director believes a situation
may exist in which they have a conflict of interest that would interfere with the ability to perform their
responsibilities as a director, such director must promptly notify the Chair (or, in the case of the Chair, theCompany’s Chief Legal Officer), and the Committee, acting where appropriate on the advice and guidanceof counsel, will review all relevant facts and may (i) determine that the conduct or situation does not amountto a conflict of interest, (ii) provide guidance to avoid a conflict from developing (such as suggesting recusalfrom consideration and/or approval of specific matters that come before the Board), or (iii) declare that a
director may not pursue a certain course of action, or must terminate the conflict. In addition, all related
party transactions, whether or not deemed to be a conflict of interest, must be approved in accordance with
the Company’s Related Party Transactions Policy.
Special Note Regarding Employee Loans
Loans to employees or their family members by the Company, or guarantees of their loan
obligations, could constitute an improper personal benefit to the recipients of these loans or guarantees.
Accordingly, beginning with the adoption of this Code, Company loans and guarantees for executive
officers and directors are expressly prohibited by law and Company policy. Company loans of $5,000 orless to employees (other than executive officers and directors) are permitted upon approval of Company
management, and Company loans of greater than $5,000 to employees (other than executive officers anddirectors) are permitted upon approval of the Compensation Committee.
6.

Corporate Opportunities

Employees may not compete with the Company or take personal advantage of business
opportunities that the Company might want to pursue. Employees are prohibited from taking for themselves

5personally (or for the benefit of friends or family members) opportunities that are discovered through theuse of corporate property, information or position. Even opportunities that are acquired throughindependent sources may be questionable if they are related to the Company’s existing or proposed lines ofbusiness. No employee may use corporate property, information or position for personal gain. Employees
owe a duty to the Company to advance the Company’s legitimate business interests when opportunities
arise. Accordingly, participation by employees in an outside business opportunity that is related to theCompany’s existing or proposed lines of business is prohibited. Directors should consult with the Chair(or, in the case of the Chair, the Company’s Chief Legal Officer) and employees (other than directors)
should consult with the Company’s Chief Legal Officer, in each case, to determine an appropriate courseof action if interested in pursuing an opportunity that they discovered through their Company position or
use of Company property or information.
7.

Maintenance of Corporate Books, Records, Documents and Accounts; Financial Integrity;
Public Reporting

The Company strives to maintain integrity of the Company’s records and public disclosure. The
Company’s corporate and business records, including all supporting entries to the Company’s books ofaccount, must be completed honestly, accurately and understandably. The Company’s records areimportant to investors and creditors. They serve as a basis for managing the Company’s business and areimportant in meeting the Company’s obligations to business partners, customers, suppliers, vendors,
creditors, employees and others with whom the Company does business. The Company depends on thebooks, records and accounts accurately and fairly reflecting, in reasonable detail, the Company’s assets,
liabilities, revenues, costs and expenses, as well as all transactions and changes in assets and liabilities.
To help ensure the integrity of the Company’s records and public disclosure, the Company requires
that:•no entry be made in the Company’s books and records 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 the
Company’s books and records;•

employees comply with the Company’s system of internal controls and be held accountable for
their entries;•

any off-balance sheet arrangements of the Company are clearly and appropriately disclosed;•

employees work cooperatively with the Company’s independent auditors in their review of theCompany’s financial statements and disclosure documents;•

no cash or other assets be maintained for any purpose in any unrecorded or “off-the-books”
fund; and•records be retained or destroyed according to the Company’s document retention policies orprocedures then in effect.

The Company’s disclosure controls and procedures are designed to help ensure that the Company’s
reports and documents filed with or submitted to the United States Securities and Exchange Commission

6

(the “SEC”) and other public disclosures are complete, fair, accurate, fairly present the Company’s 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 should
be familiar with and adhere to all disclosure controls and procedures and generally assist the Company inproducing financial disclosures that contain all of the information about the Company that is required bylaw and would be important to enable investors to understand the Company’s business and its attendantrisks, including, but not limited to:•no employee may take or authorize any action that would cause the Company’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 and regulations;•

all employees must cooperate fully with the Company’s finance department, as well as theCompany’s independent auditors and legal counsel, respond to their questions with candor andprovide them with complete and accurate information to help ensure that the Company’s books
and records, as well as its reports filed with the SEC, are accurate and complete; and•no employee should knowingly make (or cause or encourage any other person to make) any
false or misleading statement in any of the Company’s reports filed with the SEC or knowingly
omit (or cause or encourage any other person to omit) any information necessary to make thedisclosure in any of such reports accurate in all material respects.

In connection with the preparation of the financial and other disclosures that the Company makes
to the public, including by press release or filing a document with the SEC, directors must, in addition tocomplying with all applicable laws, rules and regulations, follow these guidelines:•

act honestly, ethically, and with integrity;•

comply with this Code;•endeavor to ensure complete, fair, accurate, timely and understandable disclosure in the
Company’s filings with the SEC;•

raise questions and concerns regarding the Company’s public disclosures when necessary andensure that such questions and concerns are appropriately addressed;•

act in good faith in accordance with the director’s business judgment, without misrepresenting
material facts or allowing independent judgment to be subordinated by others; and•comply with the Company’s disclosure controls and procedures and internal controls overfinancial reporting.

If an employee becomes aware that the Company’s public disclosures are not complete, fair andaccurate, or if an employee becomes aware of a transaction or development that the employee believes may
require disclosure, the director should report the matter immediately to the Chair (or, in the case of the
Chair, the Company’s Chief Legal Officer) and the employee (other than a director) should report the matter
immediately to such employee’s supervisor or the Company’s Chief Legal Officer.

7

8.

Conduct of Senior Financial Personnel

The Company’s Finance Department has a special responsibility to promote integrity throughout
the organization, with responsibilities to stakeholders both inside and outside of the Company. As such, theBoard requires that the Chief Executive Officer and senior personnel in the Company’s finance department
adhere to the following ethical principles and accept the obligation to foster a culture throughout theCompany as a whole that ensures the accurate and timely reporting of the Company’s financial results andcondition.
Because of this special role, the Company requires that the Chief Executive Officer, Chief Financial
Officer, Corporate Controller and any other persons performing similar functions (“Senior Financial
Employees”):

9.

•

Act with honesty and integrity and use due care and diligence in performing their
responsibilities to the Company.

•

Avoid situations that represent actual or apparent conflicts of interest with their responsibilities
to the Company, and disclose promptly to the Committee, any transaction or personal or
professional relationship that reasonably could be expected to give rise to such an actual orapparent conflict. Without limiting the foregoing, and for the sake of avoiding an implicationof impropriety, Senior Financial Employees shall not:•accept any material gift or other gratuitous benefit from a customer, business
partner, supplier or vendor of products or services, including professional services,to the Company (this prohibition is not intended to preclude 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, business partner, supplier orvendor of the Company where the Senior Financial Employee, either directly or
through people in their chain of command, has responsibility or ability to affect or
implement the Company’s relationship with the other company; or•maintain more than a passive investment of greater that 1% of the outstanding
shares of a public company that is a customer, business partner, supplier or vendor
of the Company.

•

Provide constituents with information that is accurate, complete, objective, relevant, timely andunderstandable, including information for inclusion in the Company’s submissions togovernmental 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.

•

Achieve responsible use of and control over all assets and resources entrusted to each Senior
Financial Employee.

Gifts and Entertainment

All employees must be careful to avoid even the appearance of impropriety in giving or receiving
gifts and entertainment. In general, an employee cannot offer, provide or accept any gifts or entertainment8

in connection with an employee’s service to the Company except in a manner consistent with customarybusiness practices, such as customary and reasonable meals and entertainment. Gifts and entertainment
must not be excessive in value, in cash, susceptible of being construed as a bribe or kickback, or in violationof any laws. This principle applies to the Company’s transactions everywhere in the world, even if it
conflicts with local custom. Under some statutes, such as the U.S. Foreign Corrupt Practices Act, giving
anything of value to a government official to obtain or retain business or favorable treatment is a criminal
act subject to prosecution and conviction. Directors should discuss with the Chair (or, in the case of the
Chair, the Company’s Chief Legal Officer) any proposed entertainment or gifts if they are uncertain about
their appropriateness and employees (other than directors) should discuss with their supervisors or theCompany’s Chief Legal Officer any proposed entertainment or gifts if they are uncertain about theirappropriateness. For additional information, please see the Company’s Anti-Corruption Policy.
10.

Political Contributions and Gifts

The Company does not make contributions or payments that could be considered a contribution toa political party or candidate, or to intermediary organizations such as political action committees.
However, an employee is free to exercise an employee’s right to make personal political contributions
within legal limits. An employee should not make these contributions in a way that might appear to be an
endorsement or contribution by the Company. The Company will not reimburse an employee for any
political contribution.
TREAT OTHERS INSIDE AND OUTSIDE OF THE COMPANY
FAIRLY AND HONESTLY
11.

Competition and Fair Dealing

The Company strives to compete vigorously and to gain advantages over its competitors throughsuperior business performance, not through unethical or illegal business practices. No employee may
through improper means acquire proprietary information from others, possess trade secret information or
induce disclosure of confidential information from past or present employees of other companies. If an
employee has obtained information of this variety by mistake or if an employee (other than a director) has
any questions about the legality of future actions, the employee must consult such employee’s supervisor
or the Company’s Chief Legal Officer. If a director has any questions about the legality of future actions,the director must consult with the Chair (or, in the case of the Chair, the Company’s Chief Legal Officer).
Employees are expected to deal fairly and honestly with anyone with whom they have contact in
the course of performing their duties to the Company. The making of false or misleading statements about
the Company’s competitors is prohibited by this Code, inconsistent with the Company’s reputation for
integrity and harmful to the Company’s business. Employees may not take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information, misuse of confidential information,
misrepresentation of material facts or any other unfair 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 typicalcommercial considerations, such as quality, cost, availability, service and reputation, and not on the receiptof special favors.
Employees involved in sales have a special responsibility to abide by all Company policies
regarding selling activities, including Company policies relevant to revenue recognition.

9

Special Note regarding Antitrust Laws
Antitrust laws are designed to protect customers and the competitive process. These laws generally
prohibit the Company from establishing:•price fixing arrangements with competitors or resellers;•arrangements with competitors to share pricing information or other competitive marketing
information, or to allocate markets or customers;•

agreements with competitors or customers to boycott particular business partners, customers
or competitors; or•a monopoly or attempted monopoly through anticompetitive conduct.

Some kinds of information, such as pricing, production and inventory, should never be exchanged
with competitors, regardless of how innocent or casual the exchange may be, because even where no formal
arrangement exists, merely exchanging information can create the appearance of an improper arrangement.
Noncompliance with the antitrust laws can have extremely negative consequences for theCompany, including long and costly investigations and lawsuits, substantial fines or damages, and negative
publicity. Understanding the requirements of antitrust and unfair competition laws of the jurisdictions
where the Company does business can be difficult, and employees are urged to seek assistance from theirsupervisors or the Company’s Chief Legal Officer whenever they have questions relating to these laws.
12.

Confidentiality

The Company depends upon its confidential information, and relies on a combination of patent,
copyright and trademark laws, trade secrets, confidentiality procedures and contractual provisions to protect
it. Confidential information includes (a) business, marketing, product and service plans, (b) business andpricing strategies, (c) financial information and forecasts, (d) product architecture, source codes,
engineering ideas, designs, data, databases, technical information and other intellectual property, (e)personnel information, (f) business partner and customer lists and data, (g) similar types of information
provided to the Company by its customers, business partners, suppliers or vendors and (h) all other nonpublic information (regardless of its source) that might be of use to competitors or harmful to the Company
or its customers, business partners, suppliers, or vendors, if disclosed, all of which is more fully describedin the employee confidential information and invention assignment agreement or similar agreement(including consulting or contractor agreements) that employees (other than directors) signed when theyjoined the Company. The Company cannot protect its confidential information without its employees’ help.
Employees who have had access to confidential Company information must keep it confidential at all times,
both while working for the Company and after employment ends and directors must keep Company
information confidential at all times, including at all times after such director ceases to be a director.
Employees must not share confidential Company information, or any confidential information of acustomer, business partner, supplier or vendor with anyone who has not been authorized to receive it, except
when disclosure is authorized or legally mandated. Unauthorized use or distribution of this information isextremely serious; it would violate the confidential information and invention assignment agreement orsimilar agreement (including consulting or contractor agreement) and it could be illegal and result in civil
liability or criminal penalties. It would also violate the Company’s trust in an employee, and the trust of acustomer, business partner, supplier or vendor in the Company.

10Employees must take precautions to prevent unauthorized disclosure of confidential information.
Accordingly, employees should also take steps to ensure that business-related paperwork and documents
are produced, copied, faxed, filed, stored and discarded by means designed to minimize the risk thatunauthorized persons might obtain access to confidential information. Employees should not discuss
sensitive matters or confidential information in public places.
Employees may not discuss the Company’s business in any Internet “chat room,” regardless ofwhether they use their own names or pseudonyms, or otherwise post confidential Company information on
the Internet or through social media channels. Please see the Company’s Social Media Policy for additional
information.
All Company emails, voicemails and other communications are presumed confidential and should
not be forwarded or otherwise disseminated outside of the Company, except where required for legitimate
business purposes. Please see the Company’s Corporate Communications Policy for additional
information.
Employees are required to observe the provisions of any other specific policy regarding dataprotection, privacy and confidential information that the Company may adopt from time to time, as well as
any applicable laws relating to data protection and privacy. If an employee becomes aware of any instanceof inappropriate handling of information or data or any security breach, the employee should report it
immediately.
13.

Protection and Proper Use of Company Assets

All employees are expected to protect the Company’s assets and ensure their efficient use for
legitimate business purposes. Theft, carelessness and waste have a direct impact on the Company’sbusiness and operating results. Company property, such as computer equipment, buildings, furniture andfurnishings, office supplies, products and inventories, should be used only for activities related to an
employee’s employment, although incidental personal use is permitted. Please bear in mind that theCompany retains the right to access, review, monitor and disclose any information transmitted, received orstored using the Company’s electronic equipment, with or without an employee’s or third party’s
knowledge, consent or approval. Any theft, misuse or suspected theft or misuse of the Company’s assetsthat becomes known to an employee must be immediately reported, with respect to a director, to the Chair(or, in the case of the Chair, to the Company’s Chief Legal Officer), and with respect to an employee (otherthan director), to such employee’s supervisor or the Company’s Chief Legal Officer.
14.

Media Contacts and Public Communications

It is the Company’s policy to disclose material information concerning the Company to the public
only in accordance with the Company’s Corporate Communications Policy in order to avoid inappropriate
publicity and to ensure that all such information is communicated in a way that is reasonably designed toprovide broad, non-exclusionary distribution of information to the public. Only those individuals
designated as official spokespersons in the Company’s Corporate Communications Policy may addressquestions regarding financial matters. Please see the Company’s Corporate Communications Policy for
additional information.
15.

Equal Opportunity

In keeping with the Company’s commitment to the communities in which the Company does
business, the Company is an equal employment opportunity employer. This means that employment
decisions are to be based on merit and business needs, and not based upon race, color, citizenship status,

11religious creed, national origin, ancestry, gender, sexual orientation, age, marital status, veteran status,
physical or mental disability, or medical condition, or any other condition prohibited by law.
ADMINISTRATIVE MATTERS
16.

Amendment and Waiver

Any amendment or waiver of this Code must be in writing and must be authorized by a majority ofthe members of the Board or, to the extent permissible under applicable laws, rules and regulations, acommittee of the Board if the Board has delegated such authority to a committee. The Company will notify
employees of any material changes to this Code. Any amendment or waiver of this Code will be publicly
disclosed if required by applicable laws, rules and regulations.
17.

Compliance Standards and ProceduresCompliance Resources

The Company has an obligation to promote ethical behavior. Every director is encouraged to talkto the Chair (or, in the case of the Chair, the Company’s Chief Legal Officer) when in doubt about theapplication of any provision of this Code and every employee (other than a director) is encouraged to talkto such employee’s supervisor, managers and other appropriate personnel when in doubt about theapplication of any provision of this Code.
In addition to fielding questions with respect to interpretation or potential violations of this Code,the Company’s Chief Legal Officer is responsible for:•investigating possible violations of this Code;•providing training to new employees on Code policies;•

providing training sessions to refresh employees’ familiarity with this Code;•recommending updates to this Code as needed for approval by the Committee, to reflectchanges in the law, Company operations and recognized best practices, and to reflect Company
experience with this Code; and•otherwise promoting an atmosphere of responsible and ethical conduct.

For directors, the Chair (or, in the case of the Chair, the Company’s Chief Legal Officer) is themost immediate resource for any matter related to this Code. For employees (other than directors), thesupervisor of an employee is the most immediate resource for any matter related to this Code. A supervisor
may have relevant information or may be able to refer questions to another appropriate source. There may,
however, be times when employees prefer not to go to their supervisor. In these instances, employees
should feel free to discuss their concern with the Company’s Chief Legal Officer. If an employee (otherthan a director) is uncomfortable speaking with the Company’s Chief Legal Officer because the Chief Legal
Officer works in the employee’s department or is one of the employee’s supervisors, please contact thechairperson of the Audit Committee (for matters related to accounting, internal accounting, controls or
auditing) or the chairperson of the Committee (for all other matters).

12Clarifying Questions and Concerns; Reporting Possible Violations
If a director or employee encounters a situation or is considering a course of action and its
appropriateness is unclear, the director should discuss the matter promptly with the Chair (or, in the case of
the Chair, the Company’s Chief Legal Officer) and the employee (other than a director) should discuss thematter promptly with such employee’s supervisor or the Company’s Chief Legal Officer; even theappearance of impropriety can be very damaging to the Company and should be avoided. If an employee
is aware of a suspected or actual violation of this Code by others, it is the employee’s responsibility toreport it. Reporting procedures, including anonymous reporting procedures, are described in the
Whistleblower and Complaint Policy available on the Company’s intranet. Employees should raisequestions or report potential violations of this Code without any fear of retaliation in any form – it is theCompany’s policy not to retaliate in such circumstances and the Company will take prompt disciplinary
action, up to and including termination of employment or service provider relationship for cause, against
any employee who retaliates against the reporting employee.
Supervisors must promptly report any complaints or observations of Code violations to theCompany’s Chief Legal Officer. The Company’s Chief Legal Officer will investigate all reported possible
Code violations promptly and with the highest degree of confidentiality that is possible under the specificcircumstances. As needed, the Company’s Chief Legal Officer will consult with the Human Resources (orequivalent) department, the Committee, the Audit Committee and outside counsel, as appropriate.
If the investigation indicates that a violation of this Code has probably occurred, the Company willtake such action as it believes to be appropriate under the circumstances. If the Company determines thatan employee is responsible for a Code violation, such employee 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.
Responsibility for the Investigation
The Board is ultimately responsible for the investigation and resolution of all suspected or actual
violations of this Code. Alleged violations of this Code will be investigated by the Committee and may
result in discipline and other action at the discretion of the Board upon recommendation of the Committee,
including, where appropriate, removal from the Board in the case of a violation by a Board member. The
Board and the Committee will conduct their investigations with the highest degree of confidentiality that is
possible under the specific circumstances. The Chair, the Committee, or the Company’s Chief Legal
Officer, as the case may be, may consult with other members of the Board and outside counsel, as
appropriate.
Anonymous Reporting of Possible Violations
Employees who wish to anonymously submit a concern or complaint regarding a possible violationof this Code should follow the procedures outlined in the Company’s Whistleblower and Complaint Policy.
18.

No Rights CreatedThis Code is a statement of fundamental principles, policies and procedures that govern employees
in the conduct of Company business. It is not intended to and does not create any legal rights for any
customer, business partner, supplier, vendor, competitor, stockholder or any other non-employee or entity.

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19.

Administration of this Code

The Committee is responsible for reviewing this Code as set forth in such Committee’s charter. It
may request reports from the Company’s executive officers about the implementation of this Code and takeany other steps in connection with that implementation as it deems necessary, subject to the limitations set
forth in this Code.

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