EXHIBIT 14.1
BUSINESS OBJECTS S.A.
CODE OF ETHICS FOR
PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
ADOPTED FEBRUARY 23, 2004
I. INTRODUCTION AND PURPOSE
     This Code of Ethics for Principal Executive and Senior FinancialOfficers (the “CODE”) helps maintain the standards of business conduct ofBusiness Objects S.A. (the “COMPANY”) and ensures compliance with legalrequirements, specifically Section 406 of the Sarbanes-Oxley Act of 2002 andtheSecurities and Exchange Commission (the “SEC”) rules promulgated thereunder.
     The purpose of the Code is to deter wrongdoing and promote ethicalconduct. The matters covered in this Code are of the utmost importance to theCompany, our shareholders and our business partners, and are essential to ourability to conduct our business in accordance with our stated values.
     Nothing in this Code, in any Company policies and procedures, or inother related communications (verbal or written) creates or implies anemployment contract or term of employment.
II. APPLICATION
     The Code is applicable to the following persons (referred tocollectively as “OFFICERS”):
 • Our principal executive officer, unless we have both a CEOand a President, in which case it is applicable to both,  • Our principal financial officer,  • Our principal accounting officer or controller, and  • Divisional vice presidents of finance.
III. ETHICAL CONDUCT
     It is the policy of the Company that each Officer:
 • Act honestly, ethically and with integrity.
 

 

 • Avoid actual or apparent conflicts of interest, and disclosepromptly any actual or apparent conflict of interest to theCompany’s Audit Committee. Conflicts of interest include,without limitation, the following:
 • Engaging in any activity that interferes with suchOfficer’s performance of his or herresponsibilities to the Company or is otherwise inconflict with or prejudicial to the Company(including accepting simultaneous employment witha Company supplier, customer, developer orcompetitor, or taking part in any activity thatenhances or supports a competitor’s position);  • Serving as a director of any company that competeswith the Company or failing to obtain prior AuditCommittee approval for serving as a director of aCompany supplier, customer, developer or otherbusiness partner;  • Conducting Company business with a relative orsignificant other, or with a business in which arelative or significant other is associated in anysignificant role, or employing any such individualin positions that have a financial dependence orinfluence;  • Accepting any offer, payment, promise to pay, orauthorization to pay any money, gift, or anythingof value from customers, vendors, consultants,etc. that is perceived as intended, directly orindirectly, to influence any business decision,any act or failure to act, any commitment offraud, or opportunity for the commission of fraud(except for inexpensive gifts, infrequent businessmeals, celebratory events and entertainment,provided they are not excessive and do not createan appearance of impropriety); and  • Exploiting for personal gain opportunities thatare discovered through the use of and control overcorporate property, information or position unlessthe opportunity is disclosed fully in writing tothe Company’s Board of Directors and the Board ofDirectors declines to pursue such opportunity.
 • Perform responsibilities with a view to causing disclosurein the Company’s public communications, including itsperiodic reports filed with the SEC and other documentsfiled with the Autorite des Marches Financiers (the “AMF”),to be accurate, complete, fair, relevant, objective,understandable and timely.  • Comply with applicable governmental laws, rules andregulations, and acquire appropriate knowledge of such laws,rules and regulations relating to the Officer’s dutiessufficient to enable the Officer to recognize potentialdangers and to know when to seek advice from the Company’sAudit Committee.  • Promote ethical behavior among subordinates and peers.
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 • Use corporate assets and resources employed or entrusted ina responsible manner.  • Report promptly any conduct that the Officer believes to bea violation of the Code to the Company’s Audit Committee andcooperate in any internal or external investigations ofpossible violations. It is against the Company’s policy toretaliate in any way against any person for good faithreporting of violations of applicable law, this Code or anyother Company policy, or against any person who is assistingin any investigation or process with respect to such aviolation.
     In all cases, if you are unsure about the appropriateness of an eventor action, you should seek assistance in interpreting the requirements of thisCode by contacting the Company’s Audit Committee.
IV. ACCOUNTABILITY
     Actual violations of this Code, including failures to report potentialviolations by others, can lead to disciplinary action at the Company’sdiscretion, up to and including termination.
V. WAIVER AND AMENDMENT
     We are committed to the continuous review and updating of our policiesand procedures. Therefore, this Code is subject to modification. Any amendmentor waiver of any provision of this Code must be approved in writing by theCompany’s Board of Directors.
VI. DISCLOSURE
     We are required to disclose promptly and in accordance with applicablelaw any change in, or waiver of, any provision of the Code.
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VII. ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
     I have received and read the Company’s Code. I understand the standardsand policies contained in the Code and understand that there may be additionalpolicies or laws specific to my job. I further agree to comply with the Code.
     If I have questions concerning the meaning or application of the Code,any Company policies, or the legal and regulatory requirements applicable to myjob, I know I can consult the Legal Department, knowing that my questions orreports to these sources will be maintained in confidence.       Officer Name          Signature          Date  
Please sign and return this form to the Legal Department.
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