**Exhibit 14.1**

 

**FINANCIAL INFORMATION INTEGRITY POLICY**

 

As a public company, theintegrity of SeeBeyond Technology Corporation(SeeBeyond)financial information is paramount.  SeeBeyond’sfinancial information guides the decisions of the Board of Directors and isrelied upon by our shareholders and the financial markets.  For these reasons, we must maintain aworkplace where employees who reasonably believe that they are aware ofquestionable accounting, internal accounting controls, or auditing matters, orthe reporting of fraudulent financial information to our shareholders, thegovernment or the financial markets, can raise these concerns free of anyharassment, discrimination or retaliation. Therefore, it is the policy to encourage employees to report thoseconcerns to the General Counsel or to the Sr. Vice President of Human Resourcesand to prohibit discrimination, retaliation or harassment of any kind againstany employee who report such concerns. Alternatively, any employee may raise those concerns anonymously by sendingan anonymous letter to the General Counsel or the Sr. VP of Human Resources.  All reports will be taken seriously and willbe promptly investigated.  The specificaction taken in any particular case depends on the nature and gravity of theconduct or circumstances reported, and the quality of the informationprovided.  Where questionable accountingor auditing conduct or practices have occurred, or fraudulent financialinformation has been reported, those matters will be corrected and, ifappropriate, the persons responsible will be disciplined.

 

**Reporting and Investigation**

 

If you have reason tobelieve that you have become aware of questionable accounting or auditingmatters, or the reporting of fraudulent financial information to our shareholders,the government or the financial markets, you must immediately report thosefacts to your supervisor, or to the General Counsel and/or Sr. VP of HumanResources.  You may then be requested todocument your report in writing.  If youlater believe that you have been subject to discrimination, retaliation orharassment for having made a report under this policy, you must immediatelyreport those facts to your supervisor or the Human Resources Department, orboth.  If, for any reason, you do not feelcomfortable discussing the matter(s) with your supervisor, you should bring thematter(s) to the attention of the Human Resources Department or to yoursecond-tier supervisor.  If you havereason to believe that all those individuals are involved in these matters youshould report those facts to the Audit Committee of the Board ofDirectors.  It is imperative that youbring the matter(s) to the Company’s attention promptly so that any concern ofdiscrimination, retaliation or harassment can be investigated and addressedpromptly and appropriately.

 

You may alsoreport your concerns anonymously by sending an anonymous letter to the GeneralCounsel or the Sr. VP of Human Resources.

 

All complaints under thispolicy will be promptly and thoroughly investigated, and all informationdisclosed during the course of the investigation will remain confidential,except as necessary to conduct the investigation and take any remedial action,in accordance with applicable law.  Allemployees and supervisors have a duty to 

 

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cooperatein the investigation of reports of any conduct covered by this policy.  In addition, an employee will be subject todisciplinary action, including the termination of their employment, if theemployee fails to cooperate in an investigation, or deliberately provides falseinformation during an investigation.  If,at the conclusion of its investigation, the Company determines that a violationof policy has occurred, the Company will take remedial action commensurate withthe severity of the offense.  This actionmay include disciplinary action against the accused party, up to and includingtermination.  Reasonable and necessarysteps will also be taken to prevent any further violations of policy.

 

**Discrimination, Retaliation or Harassment**

 

**SeeBeyondstrictly prohibits any discrimination, retaliation or harassment against anyperson who reports incidents of questionable accounting or auditing matters, orthe reporting of fraudulent financial information, based on the person’sreasonable belief that such misconduct occurred.  The Company also strictly prohibits anydiscrimination, retaliation or harassment against any person who participatesin an investigation of such complaints.**

 

Anycomplaint that any managers, supervisors, or employees are involved indiscrimination, retaliation or harassment related to the reporting orinvestigation of questionable accounting or auditing matters, or the reportingof fraudulent financial information, will be promptly and thoroughlyinvestigated in accordance with the Company’s investigation procedures.  If a complaint of discrimination, retaliationor harassment is substantiated, appropriate disciplinary action, up to andincluding discharge, will be taken.

 

**Additional Enforcement Information**

 

In addition to the Company’s internalcomplaint procedure, employees should also be aware that certain federal andstate law enforcement agencies are authorized to review questionable accountingor auditing matters, or potentially fraudulent reports of financial information.  The Company’s policies and practiceshave been developed as a guide to our legal and ethical responsibilities toachieve and maintain the highest business standards. Conduct which violates theCompany’s policies will be viewed as unacceptable under the terms of employmentat SeeBeyond.  Certain violations of theCompany’s policies and practices could even subject the Company and/or theindividual employee(s) involved to civil and/or criminal penalties.  Before issues or behavior can rise to thatlevel, employees are encouraged to report questionableaccounting or auditing matters, suspicion of fraudulent financial information,or discrimination, retaliation or harassment related to such reports.  Nothing in this policy is intended to preventan employee from reporting information to the appropriate agency when theemployee has reasonable cause to believe that the violation of a federal orstate statute or regulation has occurred.

 

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**Modification**

 

SeeBeyond can modify this policy unilaterally at any time withoutnotice.  Modification may be necessary,among other reasons, to maintain compliance with State and Federal regulationsand/or accommodate organizational changes within the Company.

 

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