This Code of Business Conduct and Ethics (“Code”) contains general guidelines for conducting the business of Silver Peak Systems, Inc. (“Silver Peak”) consistent with the highest standards of business ethics. To the extent this Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, we adhere to these higher standards. Employees are required to familiarize themselves with Silver Peak’s policies that relate to their work. While this Code refers to all persons covered by this Code as “employees”, it applies to all of our directors and officers as well. Furthermore, Silver Peak’s suppliers, vendors, and partners should understand this policy and how these requirements create an associated obligation to adhere to the highest standards of ethical conduct when those parties act as agents on our behalf.
All employees and agents are expected to apply the highest ethical standards and observe all laws and regulations applicable to Silver Peak’s business. No employee or agent has the authority to require or approve any action that would break the law or violate ethical standards. Employees or agents should avoid situations where anyone engages in activities that would accomplish indirectly for the company what we could not legally or ethically do directly.
This Code is not intended to be a comprehensive rulebook and cannot address every situation that our employees may face. In the event that any employee feels uncomfortable about a situation or has any doubts about whether it is consistent with Silver Peak’s ethical standards, he or she should seek help. We encourage our employees to contact their supervisors for help first. If a supervisor cannot answer a particular question or if an employee does not feel comfortable contacting his or her supervisor, such employee should contact the next level of management, their human resources representative, or the Chief Financial Officer.
REPORTING VIOLATIONS
All employees have a duty to report any known or suspected violation of this Code, including any violation of the laws, rules, regulations or policies that apply to Silver Peak.
If an employee knows of or suspects a violation of this Code, he or she should immediately report the conduct to his or her supervisor. The supervisor will contact the Human Resources Department, which will work with the employee and/or the supervisor to investigate the matter. If the employee does not feel comfortable reporting the conduct to a supervisor or does not get a satisfactory response, the employee should contact the next level of management, their human resources representative, or the Chief Financial Officer.
All reports of known or suspected violations of the law or this Code will be handled sensitively and with discretion. If the Chief Financial Officer determines that a director, officer or employee of Silver Peak has violated this Code, he will report the violation to the Chief Executive Officer and/or the company’s Board of Directors as appropriate. Each supervisor, the Human Resources Department, and Silver Peak will protect each employee’s confidentiality to the extent possible, consistent with law and the company’s need to investigate the matter.
It is Silver Peak’s policy that any employee who violates this Code will be subject to appropriate discipline, which may include termination of employment. This determination will be based upon the facts and circumstances of each particular situation. An employee accused of violating this Code will be given an opportunity to present his or her version of the events at issue prior to any determination of appropriate discipline. Employees who violate the law or this Code may expose themselves to substantial civil damages, criminal fines and prison terms. Silver Peak may also face substantial fines and penalties and may incur damage to its reputation and standing in the community. If any employee, as a representative of the company, fails to comply with the law or with this Code, it can result in serious consequences for both the employee and Silver Peak.
NO RETALIATION
The company strictly prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected violations. Any reprisal or retaliation against an employee because of the employee, in good faith, sought help or filed a report will be subject to disciplinary action, including potential termination of employment.
WAIVERS
Waivers of this Code will be granted only in extraordinary circumstances. Waivers of this Code for employees may be made only in writing by the Chief Executive Officer. Any waiver of this Code for our directors, executive officers, or other principal financial officers may be made only by our Board of Directors or the appropriate committee of our Board of Directors.
CONFLICTS OF INTEREST
The company requires that employees disclose any situations that reasonably would be expected to give rise to a conflict of interest. If an employee suspects that he or she has a conflict of interest, or something that others could reasonably perceive as a conflict of interest, the employee must report it to his or her supervisor or the Human Resources Department. The supervisor and the Human Resources Department will work with the employee and the Chief Financial Officer to determine whether they have a conflict of interest and, if so, how best to address it.
COMPANY RECORDS
Accurate and reliable records are crucial to our business. Our records are the basis of our earnings statements, financial reports and other disclosures made to our stakeholders and which guide our business decision-making and strategic planning. Silver Peak’s records include booking information, payroll, timecards, travel and expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of our business.
All company records must be complete, accurate and reliable in all material respects. Undisclosed or unrecorded funds, payments or receipts are inconsistent with our business practices and are prohibited. Our employees are responsible for understanding and complying with our record keeping policy. Each employee should ask his or her supervisor if he or she has any questions.
COMPLIANCE WITH LAWS AND REGULATIONS
Each employee has an obligation to comply with all laws, rules and regulations applicable to the company’s operations. These include, without limitation, laws or regulations covering bribery and kickbacks (such as the Foreign Corrupt Practices Act and the UK Bribery Act), export controls, intellectual property, data privacy, insider trading, political contributions, unfair competition, offering or receiving gratuities, environmental hazards, employment discrimination or harassment, occupational health and safety, false or misleading financial information, or misuse of corporate assets. Each employee is expected to understand and comply with all laws, rules and regulations that apply to his or her job position.
CONFIDENTIAL INFORMATION AND PRIVACY
Employees and agents of Silver Peak may receive sensitive or non-public information from a variety of sources. Confidential information includes all non-public information that may be useful to competitors, or detrimental to the company or its customers or suppliers if disclosed. Each employee and agent of Silver Peak is required to maintain the confidentiality of information entrusted to him or her by the company, its customers or suppliers, and not disclose confidential information, except in the performance of assigned duties, or when the release of such information is authorized by the appropriate company officer, or is required by law. No confidential information should be used directly or indirectly for personal gain. The obligation to preserve confidential information continues even after employment ends.
FAIR DEALING
Silver Peak competes for its business fairly. Each employee must observe the highest standards of ethical conduct in dealing with other company employees and agents as well as the outside parties with which we do business, including customers, suppliers, competitors, and regulators. No employee should take unfair advantage of another through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.
CONCLUSION
Silver Peak has adopted this simple and straightforward policy to further its commitment to do what is right, obey all laws, behave with integrity and honesty, treat people fairly, respect diversity, accept accountability, communicate openly and always behave in a way that is above reproach. Generally, these requirements are referred to as ethics. We hold ourselves accountable to maintain these high ethical standards at all times even though doing so may result in the loss of business to Silver Peak. No employee or associate of Silver Peak should feel that a compromising or unethical situation is justified by any possible business result. Anyone who violates these rules of conduct and behavior could be subject to criminal or civil penalties and/or be subject to corrective action up to and including discharge from Silver Peak.