BMC Software Professional Conduct Policy and Code of EthicsIntroductionWe are all individually responsible for maintaining the highest standards of ethical business conduct. Our Professional Conduct Policy and Code of Ethics (the “Code”) provides guidance about business behavior expected of the BMC community as we work and interface with fellow employees, customers, suppliers, business partners and other stakeholders. Scope and ComplianceBMC Software (BMC) officers, directors, employees, and contingent workers (collectively referred to as “employees” or “BMC employees” for purposes of this policy) in all geographic locations are individually responsible for maintaining the highest standards of ethical conduct. Employees are expected to act in a responsible manner that preserves our reputation for honesty, integrity and the highest professional ethics. Agents, temporary workers, contract workers and business partners have the same obligations under this Code as set forth for employees and should adhere to the Code while acting on the behalf of BMC. Obeying the law, both in letter and in spirit, is the foundation of BMC’s ethical standards. All employees must act in accordance with the laws or regulations of the applicable jurisdictions in which BMC operates. Laws, rules, regulations and policies inform permissible actions but it is also necessary to consider whether permissible actions are the right thing to do. If any provision of this Code conflicts with local laws or regulations, the one with the higher standard applies, except in cases where doing so causes non-compliance with local law. Questions regarding legal compliance should be directed to the BMC Legal Department or the Compliance & Ethics Office. If a local custom conflicts with this Code, you must comply with the Code. If you have questions, you should follow the guidelines described under the heading “Reporting Procedure.” Policy StatementEveryone at BMC, without regard to position, grade level, or geographic location, is expected to treat one another, customers, suppliers, business partners and competitors with personal and professional integrity. Conducting ourselves in accordance with BMC’s Leadership DNA relating to integrity, trust, communication and respect is essential. This means that all employees have a responsibility to:
Compliance and Prohibited ConductThis Code prohibits all personal or business practices that are unethical, illegal or that may cause harm to BMC, its employees, business partners, customers or the public. This Code provides guidance but cannot answer every question or address every possible situation. Consequently, various other corporate policies containing detail beyond the scope of this Code can be found on BMC’s Corporate Policy Site. Employees may also be subject to additional regional and/or departmental policies. Failure to comply with any applicable laws, rules, regulations, BMC policies or this Code may result in appropriate disciplinary action, including but not limited to demotion, verbal and written warnings, suspension with or without pay, reassignment, legal remedies, and termination of employment. Everyone has a personal obligation to report potential wrongdoing. Reporting Procedure If you have any reason to believe that an employee has violated, may violate or is acting in a manner that appears to violate any law, regulation, or this Code, you are expected to immediately report such activity to any of the following resources:
Non-Retaliation Annual Acknowledgement of the Code The Work EnvironmentDiversity and Equal Opportunity It is vital that all BMC employees treat each other with respect. BMC leaders must set a strong, ethical example and create a civil, professional work environment. As set forth in the Equal Employment Policy and the Non-Harassment Policy, BMC does not tolerate any form of harassment, discrimination or retaliation. Privacy of Personal Information Your duties at BMC may require you to access personal information of others, including other BMC employees, contractors, partners, customers, clients or customers, sales prospects, etc. It is your responsibility to follow the Confidential Information Protection Policy and relevant data privacy policies to protect personal information of others and prevent its unauthorized use or disclosure, sharing it only for legitimate business needs within the scope of your duties with authorized persons and in accordance with applicable laws. Environmental Responsibility Health and Safety Where legally enforceable, BMC prohibits on BMC premises or property leased or owned by BMC, (collectively “BMC premises”) the possession, concealment, use or transfer of any firearm or other weapon, including knives, clubs, explosives or other devices that are primarily used to inflict injury. Substance Abuse Child and Forced Labor Financial Reporting, Conflicts of Interest and Records ManagementFinancial Reporting Each employee of BMC has an obligation to maintain accurate business records, to respect all internal controls and to cooperate in all internal and external audits. BMC has an established Whistleblower Policy and any concerns that may involve a violation of United States securities laws or a fraud against the shareholders of BMC should be raised to management, the Finance Department, Internal Audit, the Legal Department, or the Compliance & Ethics Office. Complaints or concerns regarding BMC’s accounting, internal accounting controls, or auditing matters may also be reported to the Audit Committee of the Board of Directors by contacting:
You may also contact the BMC Ethics HelpLine via telephone at: +1-800-824-7002 (U.S. and Canada), +1-704-973-0276 (International Collect Call). Web submission is also available at www.bmcHelpLine.com. In the EU, employees should contact the reporting website at https://www.financial-integrity.com/bmcHelpLine.jsp or via toll free number at +1-800-735-1229 for any reports involving financial matters, accounting or auditing practices. The BMC Ethics HelpLine is a confidential option provided by a leading third-party reporting service. Insider Trading and Securities Trading Conflicts of Interest A conflict of interest is a situation in which you or a member of your family has competing professional or personal interests that could affect your objectivity in making decisions as a BMC employee. Conflicts of interest may arise when you or a member of your family receives improper personal benefits as a result of your position in the Company. Loans to, or guarantees of obligations of, an employee or an employee's family member may also create conflicts of interest. It is usually a conflict of interest for a BMC employee to work simultaneously for a competitor, customer or supplier. Employees are not allowed to work for a competitor as a consultant or board member. The best practice is to avoid any direct or indirect business connection with BMC competitors, customers or suppliers, except on behalf of BMC. Conflicts of interest may not always be immediately evident. If you have questions or if you become aware of a conflict or potential conflict, you should follow the procedures described under the heading “Reporting Procedure.” In addition, BMC’s Board of Directors has adopted a Related Party Transaction Policy and Procedures prescribing procedures for a Committee of the Board to review and approve or disapprove certain transactions between BMC and interested persons (directors, executive officers or 5% shareholders). Records Management Dealing with OthersTrade and Antitrust Generally, applicable antitrust laws prohibit the following conduct:
Antitrust and trade regulation laws in various countries may differ, and any question about specific conduct or a specific situation should be directed to the BMC Legal Department. Export Control Anyone associated with BMC who is involved with the export, re-export and import of goods, services, technology or software is responsible for knowing and following the export control regulations that apply to their duties. Contracting Practices & Side Agreements BMC strictly prohibits individuals from entering into side agreements with third parties, such as customers, resellers, distributors, vendors, financial institutions and other third parties. The definition of a side agreement (sometimes referred to as a side deal) is a commitment made to third parties, whether verbally, written or electronically transmitted (e.g., e-mail), that was not part of the master arrangement with the customer in order to consummate a sale or applicable transaction. Side agreements often result in substantial modifications to the terms of the original arrangement and can significantly impact the arrangement’s accounting treatment. Any modifications to an original arrangement must be reflected either: (i) in a new written contract, or (ii) as a written amendment to the master contract. Any employee who enters into any side agreement, whether written or verbal, with a third party that contradicts, supplements or is in lieu of, a written contract signed by authorized representatives of each party, is subject to immediate disciplinary action, including termination of employment. AnticorruptionImproper Payments Restrictions on Receiving Gifts, Entertainment and Other Hospitality Employees who are involved in purchasing goods and services for BMC (e.g., Procurement) should not accept gifts from suppliers of more than nominal value (less than $25 USD equivalent), such as promotional items, in order to avoid the appearance of favoritism. Neither employees nor their family members may accept any gift of cash or cash equivalents (e.g., credit cards, gift cards, bank checks, travelers’ checks, money orders or gift certificates), loans or securities from any person or firm doing, or seeking to do, business with BMC. Neither employees nor their family members may accept discounts on personal purchases of a supplier’s or customer’s products or services, unless such discounts are offered to all BMC employees or members of the general public. Restrictions on Offering Gifts, Entertainment and Other Hospitality
For additional information regarding acceptable and unacceptable gifts, entertainment and other hospitality, as well as the related approval process, please refer to section “Anti-Corruption Policy”. Company Assets and ResourcesUse of Company Assets and Systems Theft and Fraud All employees are required to report suspected theft or fraudulent acts within BMC using the methods described in the section “Reporting Procedure”. Intellectual Property Confidential Information Often BMC business requires that BMC confidential information be shared with people outside the Company. The BMC Legal Department has produced confidentiality agreements to use with vendors, customers, consultants, partners, contractors and other trade parties. Employees are responsible for ensuring these agreements are signed and properly executed in accordance with the Contract Approval and Signature Authority Policy before divulging BMC confidential information to these outside parties. BMC’s confidential information can only be disclosed to people outside of BMC when these agreements are in place. Refer to the BMC Legal Department Site for forms and instructions. Travel and Entertainment Political Contributions and Activities Community and Government Relations Lawsuits, Legal Proceedings and InvestigationsEmployees are required to cooperate fully in internal BMC investigations and audits conducted by authorized BMC personnel and consultants, including representatives from Legal, Compliance & Ethics, Internal Audit, Security and Human Resources, as well as members of BMC’s external audit and legal firms. Lawsuits, legal proceedings and investigations by government or regulatory agencies involving BMC must be handled promptly and in an appropriate manner. All such matters must be brought immediately to the attention of the BMC Legal Department. All external requests for information must be forwarded to the BMC Legal Department, which will oversee information gathering and coordinate the necessary response to the requesting party. Relevant records must be promptly turned over to the BMC Legal Department upon request. Employees should retain documents relevant to any lawsuit, legal proceeding or investigation in accordance with the Records Management Policy. Employees are to avoid discussing any lawsuit or investigation with anyone inside or outside of BMC without prior approval of the BMC Legal Department. Investigations are conducted in compliance with governing laws and regulations and applicable BMC policies. Changes to or Waivers to the CodeChanges to or waivers from the Code for a Director or Executive Officer may be made only by the Board of Directors or a Board committee (with respect to a Director, the disinterested members of the Board or a Board committee) and must be promptly disclosed as required by law or stock exchange regulations. |
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