Verint
Code of Conduct “Ethics Promote Excellence” March 2009
From
the Desk of Dan Bodner, Verint President and CEO Dear Fellow Verint Employees, I
am pleased to announce the introduction of our new Code of Conduct. This is
another important step in our effort to educate employees on Verint’s culture
and provide answers to many questions naturally arising from the daily operating
of our business. No matter where in the world we work, we are all united by a
culture built upon the values of Integrity, Transparency, Humility, Innovation
and Passion. Part of being an ethical employee includes informing yourself
regarding what is expected of you in a given situation, including knowing how to
ask questions when in doubt. Part of being an ethical company is making sure
that each employee is informed about what is expected of him or her and
providing resources to support ethical decision making and business practices.
In that regard, each of us is responsible to understand and be familiar with the
Verint Code of Conduct. This is a powerful tool, informing you about: our
policies and procedures; how to make good decisions; and, what is expected of
each of us in the performance of our jobs. You should refer to the Code
frequently, particularly when you are unsure about what to do in a particular
situation or when you have a concern that the Code (or another Verint policy or
procedure) is being violated. The Code provides you guidance about how to do
this, but simply said: You can always speak to your supervisor, the Legal
Department, the HR Department, a Compliance Facilitator, or our Hotline. At
Verint, our people are our most valuable asset. Central to our culture and
values is that we all do our jobs and pursue our business objectives in an
ethical manner. Specifically, as a customer-centric business focused on creating
value for our stakeholders by delivering superior products, services, and
support to our customers, we understand that behaving ethically is inextricably
linked to our success. Living by the Code and demonstrating our core values and
beliefs to all stakeholders is a tremendous competitive tool that will help us
maintain the respect and long-term partnerships on which we thrive. Thank you
for your continued commitment to creating value for our customers in a manner
consistent with our values. Sincerely, Dan Bodner President and Chief Executive
Officer
Table
of Contents Introduction 1 What do we believe? 1 How do I make legal and ethical
decisions? 2 Who must follow the code? 3 What are your responsibilities? 3 Who
should I contact if I have a question or concern? 4 We maintain an inclusive,
fair, and healthy work environment 5 We treat each other with respect and act
with integrity 5 We are committed to diversity and equal opportunity 5 We adhere
to a policy prohibiting harassment and discrimination 5 We prohibit workplace
violence. 6 We promote environmental health and workplace safety 6 We make
accommodations for individuals with disabilities. 6 We are committed to a
drug-free workplace 6 We limit non-work related activities during company time 7
We do not tolerate misconduct off-the-job that affects employee performance or
Verint’s legitimate business interests. 7 We protect Verint’s assets and
resources from misuse, abuse, destruction, or inappropriate disclosure 8 We use
technology for legitimate business purposes. 8 We monitor the use of Verint’s
technology and electronic assets 9 We protect Personal Information about our
employees. 10 We adhere to the Verint policies on email management 10 We protect
Verint’s systems, intellectual property, and other assets 10 We protect Verint’s
operations from security breaches 11 If we leave Verint, we return Verint’s
property and do not retain Verint proprietary information 11 We avoid situations
that create or appear to create a conflict between personal interests and the
interests of Verint 12 We avoid activities or relationships that might affect
our objectivity 12 We obtain appropriate written permission to address conflicts
of interests in some instances. 14 We do not, directly or indirectly, pay
bribes, kickbacks, and other improper payments 14 We are careful in our
relationships with departing and former employees. 14
We
do not allow gifts or entertainment to influence decision making 15 We
understand that “favors, gifts, and entertainment” is defined broadly 15 We
understand that there are differences between what may be appropriate with
commercial companies and with governmental entities 15 We follow Company
guidelines when rewarding our employees. 16 We maintain appropriate financial
records regarding gifts and entertainment. 17 We only conduct raffles and
giveaways in compliance with applicable laws. 17 We obey all laws and
requirements when interacting with government officials 17 We follow all rules
for dealing with foreign officials. 17 We understand that it may be appropriate
to return gifts in certain circumstances. 17 We are careful when giving gifts
outside of the workplace 18 We make sure that we understand the laws and customs
of foreign countries. 18 We are accurate and ethical with our finances. 19 We
create accurate records 19 We promote transparent and complete disclosure 19 We
cooperate with our auditors 20 We accurately report our expenses 20 We retain
documents in accordance with Company policies and applicable law. 20 We do not
falsify or alter records 20 We adhere to a Financial Code of Conduct
specifically for our CEO, CFO, and Finance Department. .21 We report audit and
accounting concerns. 22 We disclose or share Verint intellectual property,
proprietary information, & assets only when authorized & only in
compliance with Verint policy. 23 We safeguard Verint proprietary information
and intellectual property. 23 Our obligation to protect Verint intellectual
property, proprietary information, and assets continues, even if we leave our
employment with Verint. 25 We protect Customer and Personal Information. 26 We
protect Customer Information and communications. 26 We protect Personal
Information. 26 We abide by applicable law and maintain Verint standards while
on customer premises. 27 We keep our facilities, IT systems, and products
secure. 27 We do not speak on behalf of Verint unless authorized 28 We follow
guidelines regarding communications with the press, media, analysts, or other
third parties. 28
We
maintain ethical sales practices. 29 We ensure that all charges are accurate and
properly billed with respect to our customer contracts. ...29 We adhere to laws
that apply when a government is our customer 29 We hold our partners, resellers,
and agents to high standards 29 We do not engage in anti-competitive practices,
and we generally do not share confidential information with competitors 29 We do
not obtain competitive information through improper means 30 We follow the
Verint contracting approval process. 31 We adhere to applicable laws when making
any payments in foreign countries or to foreign officials...31 As a global
company and good corporate citizen, Verint complies with the law in the
jurisdictions in which we operate33 We understand that the Code is not
exhaustive, and we must be mindful of the laws where we do business33 We
understand that economic sanctions and embargoes restrict us from doing business
with certain countries and groups throughout the world. 33 We understand that
our products are subject to certain US and non-US export laws and regulations.
..34 We understand that we may only trade in Verint securities in compliance with
insider trading laws and Verint’s insider trading policy 34 We use Verint’s
approved, automated shipping systems to comply with Customs laws, regulations,
and policies for international shipments. 35 We protect our legal rights35
Unauthorized use, duplication, or modification of this document in whole or in
part without the written consent of Verint Systems Inc. is strictly prohibited.
By providing this document, Verint Systems Inc. is not making any
representations regarding the correctness or completeness of its contents and
reserves the right to alter this document at any time without notice. Features
listed in this document are subject to change. Please contact Verint for current
product features and specifications. All marks referenced herein with the or TM
symbol are registered trademarks or trademarks of Verint Systems Inc. or its
subsidiaries. All rights reserved. All other marks are trademarks of their
respective owners. 2009 Verint Systems Inc. All rights reserved
worldwide.
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1 Introduction Verint is firmly committed to conducting its business in an
ethical manner. Verint believes that ethical behavior is a key element in
promoting the best interests of our stakeholders, including shareholders,
employees, customers, and partners. This Verint Code of Conduct (the “Code”) is
a key tool for you to fulfill your role in helping Verint behave ethically and
legally and is intended to be easy to understand, provide guidance on many
important matters, offer practical examples of common ethics issues and
guidance, and tell you how to report issues or get answers to your Code-related
questions. The Code is not exhaustive. That means there are important Verint
policies, as well as ethics and compliance matters, not discussed here. The Code
is an important resource and a good starting point for your ethics and
compliance questions, but it is not your only source of information regarding
Verint policies or ethics and compliance information. The Code cannot address
every situation that you may face, so you need to exercise good judgment, which
includes asking for help when you are not sure. The absence of specific guidance
in the Code or otherwise should not be considered permission to engage in
activity that may be questionable either ethically or legally; Verint expects
all employees to embrace the spirit of this Code, which is to behave ethically
and legally first and foremost. What do we believe? Verint believes that
behaving ethically is an important expectation and objective in and of itself
and that ethical behavior also improves our business performance. Ethical
behavior by our employees enhances confidence in Verint as a vendor, employer,
partner, and corporate citizen and is essential to increasing shareholder value.
As a result, you are expected to act in a way that enhances our reputation and
standing with our customers and vendors and in the communities in which we do
business. At Verint, we expect all of our employees and board of director
members to act ethically and honestly in good faith and to comply with the law,
while avoiding the appearance of impropriety or conflicts of interest. Putting
Verint Values to Work Verint is built on five core values that shape the way we
do business with our customers, our partners, and each other. They express the company we want Verint
to be ― from the people we hire to the way we design our products ― and they
guide us in the decisions we make every day. The integrity to do what’s right
and to take responsibility for our actions The innovation to create remarkable
solutions for real-world challenges The transparency that fuels mutual trust and
productive, collaborative working relationships The humility to view our
successes today as building blocks for what we must achieve tomorrow A passion
for making our customers and partners as successful as we would ourselves like
to be These values embody the spirit of Verint and form the foundation for
superior solutions, unparalleled service, and an unwavering commitment to our
customers’, our partners’, and our company’s success.
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2 In this regard, it is essential that we treat each other and everyone with
whom we do business fairly and respectfully. We believe that lasting business
relationships are built on trust, and that trust is built on business practices
reflecting transparency and integrity and conducted in good faith. This Code is
both reflective of that belief and a tool for advancing that belief. The Code
promotes: Full, fair, accurate, timely, and understandable disclosure in reports
and documents that we file with, or submit to, government agencies and in other
public communications The protection of our intellectual
property and confidential and proprietary information, as well as that of our
customers, employees, partners, vendors, and
contractors Adherence to governmental laws, rules, and
regulations Ethical conduct, including the proper handling of
conflicts of interest Prompt internal reporting and resolution
of violations and potential violations of the Code Holding all
of our employees accountable for complying with the Code How do I make legal and
ethical decisions? A Decision Tree A key function of the Code is to provide a
framework for making ethical decisions. Before making a decision, ask yourself
the questions in the decision tree to the left. If you answer YES If your answer
to any of the decision tree questions is Yes, you must not take the action in
question or, at a minimum, seek additional guidance. If someone has asked you to
take an action for which you have answered Yes to any of these questions, see
Who should I contact if I have a question or concern? later in this document. If
you answer I’M NOT SURE If your answer to any of the decision tree questions is
I’m not sure, see Who should I contact if I have a question or concern? later in
this document. Does this violate any Verint policies? Could this harm any Verint
stakeholders? Is this consistent with Verint’s values? Would I be embarrassed if
others knew about this? Is this illegal?
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3 Who must follow the code? The Code applies to all Verint employees and board
members. For purposes of the Code, the term Verint employees includes any
employee of Verint Systems Inc. or any subsidiary of Verint Systems Inc., no
matter where in the world they are located. We also ask that consultants who
represent the Company be familiar with the Code and conduct themselves in
accordance with our principles, as outlined in the Code. We also seek to do
business with others who share similar values and act on them. Our employees
must certify each year that they have complied with the Code and that they are
not aware of Code violations by others. In addition, employees may be expected
to provide additional certifications on matters related to their specific job
responsibilities, including (but not limited to): Foreign
Corrupt Practices Act (“FCPA”) Sarbanes Oxley and internal
controls Insider trading Confidential and
proprietary information Compliance with Verint policies What
are your responsibilities? You are obligated to help fulfill Verint’s commitment
to lawful and ethical business conduct. That means you
should: Have a thorough understanding of the Code, as well as
any legal requirements and Verint policies referred to in the Code. Be receptive
to any questions and concerns brought to your attention regarding proper and
ethical behavior, and work to ensure that questions are answered and concerns
are addressed. Be an example to your direct reports in the way
you conduct yourself, and regularly emphasize to them your expectation that they
must be committed to legal and ethical behavior. Seek advice
from your supervisor, Compliance Facilitator, or a member of the Legal or Human
Resources Department when you are in doubt about the best course of action in a
particular situation or have questions about the Code. Report
as quickly as possible any situation that you believe may be a possible
violation of law, the Code, or Verint policy. Escalate any
concern you raise that you do not think has been addressed satisfactorily.
Escalation avenues are discussed in the section Who should I contact if I have a
question or concern? later in this document. Cooperate fully in
any company investigation related to possible violations of the law, the Code,
or any Verint policy, and maintain the confidentiality of that investigation.
You should become thoroughly familiar with this Code of Conduct to ensure that
it underlies all your interactions related to Verint.
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4 Who should I contact if I have a question or concern? Consistent with the
Verint values of transparency and integrity, you have a responsibility to
promptly report any situation that you reasonably believe may violate the Code
or any other Verint policy or law applicable to Verint. Also, employees must use
their common sense. If a situation does not feel “right,” they should seek
guidance on that, as well. We want our employees to feel comfortable raising any
concerns — confident that what they report will be taken seriously and addressed
promptly and will not result in any retaliatory or detrimental action. To this
end, there are a number of people to whom employees can report concerns,
including: Supervisor Compliance
Facilitator Human Resources or Legal
Department Senior Management or Corporate Officer Where
permitted by law, employees who are uncomfortable reporting any violation of the
Code to their Supervisor, Human Resources, or Legal Department may report
violations of the Code by calling the Verint Ethics Hotline. Where permitted by
local law, they may make such reports anonymously. The Verint Ethics Hotline is
a special, toll-free line that is available 24 hours a day, 365 days a year. It
is operated by a third party who will report employee concerns or complaints as
the employee designates: to the Chief Compliance Officer or the Legal Department
or directly to the Audit Committee of Verint’s Board of Directors. This hotline
is intended to operate in addition to other resources available to employees for
voicing complaints or concerns. Please familiarize yourself with the Code in its
entirety to ensure that it underlies all your daily interactions related to
Verint. Reaching the Verint Ethics Hotline Toll Free From the United States:
Dial 1-800-844-9113 From outside the United States: Enter the access code for
the country from which you are dialing and then 800-844-9113. See Reporting
Complaints and Concerns on the Corporate Governance page of the Verint website
for a list of international access codes.
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5 We maintain an inclusive, fair, and healthy work environment. We treat each
other with respect and act with integrity. Two key components of our success are
a diverse, productive work environment that is free from unlawful discrimination
and harassment and our commitment to fair and honest dealings in all of our
transactions. We are committed to creating such an environment because it brings
out the full potential in each of us, which in turn contributes directly to our
success. Maintaining an inclusive, fair, and healthy work environment reflects
our belief that we do not take success or each other for granted. Verint is
committed to providing a workplace that is free from known safety and health
hazards and a work environment free from discrimination and unlawful harassment.
We are committed to diversity and equal opportunity. As an international
company, we are committed to attracting and retaining a highly qualified,
diverse, and dedicated work force. We strive to embrace differences and
cultivate an inclusive organization that reflects our marketplace and leverages
the diversity of employees, customers, suppliers, and community partners. We are
proud of our diversity, and we respect each other’s cultural differences. In all
employment processes, including recruiting, hiring, developing, and promoting
employees, decisions are made without regard to any characteristic protected by
applicable law, such as sex, race, color, national origin, ancestry,
citizenship, religion, age, physical or mental disability, medical condition,
sexual orientation, gender identity, veteran status, or marital status. We are
passionate about preserving our positive culture and ensuring that each
individual is treated with respect and dignity as a valued member of the Verint
team. We adhere to a policy prohibiting harassment and discrimination.
Harassment can take many forms, including offensive remarks, unwelcome advances,
requests for sexual favors, jokes, and ethnic, racist, or sexual slurs. Verint
has a policy of “zero tolerance” for unlawful discrimination, sexual harassment,
or other unlawful harassment based on any characteristic protected by applicable
law, such as age, race, color, national origin, religion, gender, sexual
orientation, or disability. Harassment may include, but is not limited to,
racist, sexist, or ethnic comments, jokes, gestures, or any action or statement
that creates an intimidating, hostile, or offensive work environment based on a
legally-protected characteristic. We are committed to maintaining an inclusive,
fair, and healthy work environment that brings out the full potential in each of
us.
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6 We prohibit workplace violence. We want to foster the kind of environment in
which people feel safe and are treated with courtesy and professionalism at all
times. We all deserve to work in an environment that is free from violence or
hostility. Verint will not tolerate any threatening, hostile, or abusive
behavior by employees in the workplace or on Company business or by any persons
on Company property. We will take immediate and appropriate action against
offenders, up to and including termination and referral for criminal
prosecution. You must immediately report any acts or threats of violence towards
another person or Company property. If you are the victim of workplace violence,
please contact the Human Resources Department immediately. We promote
environmental health and workplace safety. Verint is committed to providing a
safe work environment for all employees and complying with applicable
environmental laws and regulations that govern workplace health and safety. You
must immediately report to your supervisor or local facilities manager all
unsafe conditions or work-related injuries, work related illnesses, and
work-related accidents. We make accommodations for individuals with
disabilities. We are committed to working with, and providing reasonable
accommodations for, employees and applicants with physical or mental
disabilities, consistent with applicable law. We are committed to a drug-free
workplace. Verint is committed to maintaining a safe and drug-free environment
for all of its employees. While on Company time, Company premises (or a
customer’s premises), or Company business, you may never use, transfer, sell,
manufacture, or possess illegal drugs (which include any controlled substances
that have not been prescribed for you by your doctor) or drug paraphernalia. You
may not report to work under the influence of any illegal drug; this prohibition
includes showing signs of having taken an illegal drug and drug testing results
that demonstrate you have used an illegal drug. Except where you have obtained
prior approval from your local Human Resources Department or Legal Department,
you may not serve, drink, be under the influence of or possess alcohol on Verint
premises or a customer’s or partner’s premises, including in Company vehicles.
While otherwise offsite and on Company business, you must exercise good judgment
if consuming alcohol and always obey the law. If properly authorized, alcohol
may be served at certain Verint functions or at external events at which you are
representing Verint. However, alcohol consumption at any such event is
completely voluntary, should always be in moderation, and should never be in a
manner that embarrasses or harms you or Verint or violates applicable law. We
work to foster the kind of environment in which people feel safe and are treated
with courtesy and professionalism at all times.
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7 Verint reserves the right, consistent with applicable law, to require
employees in certain customer-facing positions and/or site assignments, or other
positions that may bear on Verint’s reputation, to be tested for drugs or
alcohol periodically to meet our customers’ requirements or other business
needs. Contact your local Human Resources Department and the Verint Alcohol and
Drug Free Workplace Policy for further information. We limit non-work related
activities during company time. Employees must limit any activities of a
personal nature while on Verint premises or during Company time to avoid
impacting job performance and, when required, obtain the approval of their
supervisor. Such activities as solicitation and fundraising, unless authorized
or promoted by the Company, are prohibited during Company time. Contact the
Human Resources Department for guidance as to whether a particular action is
permitted. In addition, you may never use Company assets to support a personal
business, consulting effort, outside fundraising activity, or political activity
(such as lobbying). Non-employees may not engage in solicitation or distribution
of literature on Company premises. The only exception to this policy is if the
Company has authorized communications related to benefits/services made
available to employees by the Company, Company-sponsored charitable
organizations, or other Company-sponsored events or activities, or except as
otherwise expressly permitted. To determine whether a particular activity is
authorized by the Company, contact a Compliance Facilitator. We do not tolerate
misconduct off-the-job that affects employee performance or Verint’s legitimate
business interests. Generally, except as otherwise required by law, what you do
during off-duty hours is not of concern to Verint. However, we do not tolerate
misconduct off-the-job that affects your performance, that of other employees,
or Verint’s legitimate business interests. If your off-the-job conduct or
behavior during off-duty hours adversely affects Verint’s reputation or business
interests or your job performance, then disciplinary action, including
termination, may be considered. You must advise the Human Resources Department
if you are arrested for or convicted of any criminal offense during your
employment with Verint. When in doubt about the best course of action or when we
have questions about the Code, we seek advice from our supervisor, Compliance
Facilitator, or Legal or Human Resources Department.
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8 We protect Verint’s assets and resources from misuse, abuse, destruction, or
inappropriate disclosure. We each have a personal responsibility to protect
Verint assets from misuse, abuse, destruction, inappropriate disclosure and
misappropriation. Verint assets include: Tangible assets, such
as facilities, money, equipment, and information technology
systems Intangible assets, such as Verint intellectual
property, patents, trade secrets, invention disclosures, trademarks, copyrights,
business, technical and Customer Information, computer programs, and business
and manufacturing know-how and processes Verint’s assets may be used only for
Verint business purposes and such other purposes that are specifically approved
by Verint management. Without express prior written permission, you must not
transfer title, remove, dispose of, or destroy anything of value belonging to
Verint, including physical items, electronic information, and intellectual
property. We expect that all employees and those acting on behalf of Verint act
responsibly and use good judgment to conserve and safeguard Verint’s resources
and assets. Verint has various policies regarding the use of Verint’s technology
resources, Verint’s intellectual property, third-party intellectual property,
and the like. These include, but are not limited to,
the: Technology Use Policy Proprietary
Information and Intellectual Property Policy Free or Open
Source and Third Party Software Policy Security
Policy Signature Authority and Legal Review Policy Please refer
to these policies, in addition to the important information in the Code,
including the section, We disclose or share Verint intellectual property,
proprietary information, & assets only when authorized & only in
compliance with Verint policy. We use technology for legitimate business
purposes. Verint provides various technology resources to assist you in
performing your job duties for Verint. The Verint Technology Use Policy sets
forth the appropriate uses for Verint’s technology resources. Remember, Verint’s
technology resources are to be used by employees only for the purpose of
conducting Verint business. Incidental personal use is permissible as long as
such use does not interfere with your duties, is not for financial/monetary
gain, does not conflict with Verint’s business, and does not violate any Verint
policy or applicable law. Consult the Verint Technology Use Policy for specific
rules regarding use of Verint technology resources. We use email, phone, fax,
and the Internet responsibly. Occasional use of Verint assets for personal
reasons is permitted, as long as it does not compromise Verint’s interests or
adversely affect job performance, including your performance or that of your
co-workers. Be conscientious and responsible. We use email, phone, fax, and the
Internet responsibly. We protect Verint assets from misuse and inappropriate
disclosure.
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9 Do not access, distribute, download, or upload material that is prohibited by
law, negatively reflects on Verint, or potentially compromises the security of
Verint’s network or intellectual property. Examples of inappropriate use of
Internet and email include, but are not limited
to: Pornographic, obscene, offensive, harassing, or
discriminatory content Chain letters, pyramid schemes, or
commercial ventures Distribution of religious materials or
unauthorized mass distributions Gambling Large
or excessive numbers of personal files Violation of others’
intellectual property and/or copyrights, including downloading or sharing
software, music, videos, or movies subject to
copyright Malicious software or instructions for compromising
Verint’s security and intellectual property, including unauthorized third-party
software (e.g., as free or open source software) Use of social
networks, such as YouTube, MySpace or Facebook, in a manner that reflects poorly
on Verint or compromises, posts, or distributes Verint proprietary or
confidential information. Verint-related material should not be disclosed,
uploaded, or shared on any of these sites or similar Internet sites, including
blogs and message boards. Forwarding Company-related emails to
personal email boxes for purposes other than those consistent with your job
duties We monitor the use of Verint’s technology and electronic assets. In order
to protect Company assets, provide excellent service, and ensure a safe
workplace, it may be necessary for the Company to monitor employees’ use of our
systems. As permitted by applicable law, Verint reserves the right to inspect,
monitor, and record the use of all Verint property, vehicles, systems and
facilities — with or without notice — and to search any and all Verint property
at any time and any personal property (including vehicles) on Company premises.
If you store personal data on Verint’s IT assets, Verint has the right to access
that data as applicable law may permit, and you should not assume that such data
will remain private. It is your responsibility not to place onto Verint’s IT
assets any data that you wish to remain private and fully under your control, in
accordance with applicable data privacy requirements and laws. Remember, Verint
assets are maintained and provided for Verint business use. As a Verint
employee, you are allowed limited personal use of telephones and computers.
Excessive personal use of Verint assets is not allowed, and you may be required
to remit payment for excessive personal use of Verint assets. In addition, you
must use Company assets in accordance with any guidelines, policies, or
procedures implemented by Verint regarding their use. Applicable guidelines,
policies, and procedures are posted on the Corporate Portal. Unless you receive
prior approval from the Legal Department, you may never record or videotape any
customer, business provider, competitor, supplier, vendor, or employee without
that person’s knowledge and approval.
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10 We protect Personal Information about our employees. Verint acquires and
retains Personal Information (as defined in the section, We protect Customer and
Personal Information.) about its employees in the normal course of operations,
such as for employee identification purposes, management of our systems and
business, and provision of employee benefits. Individuals and the Verint IT
Department take appropriate steps to protect employees’ Personal Information.
You must never access, obtain, or disclose another employee’s Personal
Information to persons inside or outside of Verint unless you have proper
approval and are acting for legitimate business purposes and in accordance with
applicable laws and Company policies. We adhere to the Verint policies on email
management. We have policies in place to help us effectively and efficiently
manage our email system, so that we are compliant with legal and business
requirements. The Legal Department may request that certain records, including
email, be placed on a Legal Hold, consistent with applicable law. In such cases,
the record must be retained and made available to the Corporate, Legal and
Audit, or Tax Department whose members may be located wherever Verint does
business, as requested. We protect Verint’s systems, intellectual property, and
other assets. Verint sells products and services, licenses software, and takes a
variety of other steps to protect its intellectual property, as discussed in the
Code section We disclose or share Verint intellectual property, proprietary
information, & assets only when authorized & only in compliance with
Verint policy. You must have all contracts reviewed and approved by the Sales,
Finance, and Legal teams in accordance with applicable approval policies, and
such contracts may only be executed in accordance with the Signature Authority
and Legal Review Policy. Verint has developed the Information Security Policy,
the Technology Use Policy, and other policies to protect our electronic
information systems and minimize risk of information loss. We expect every
employee to know and comply with these policies as they relate to the use of
computing resources, password protection, remote access, and network and
wireless use. Password Use Policy Verint has a password policy that identifies
when and how passwords are to be established and how they are to be maintained
and changed. Passwords must meet certain defined parameters. You must report
immediately to the IT Department if your password has been compromised. Refer to
the Password Use Policy for more information. We comply with Verint policies on
computing resources, password protection, remote access, and network and
wireless use.
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11 Installation of Approved Software Only Only IT-approved software may be
installed on Verint computer equipment. We respect the intellectual property
rights of third parties. Only approved and properly licensed software is to be
used on Company systems, and its use is subject to the applicable software
owner’s license agreements. Conversely, you should not uninstall software that
has been installed by IT without IT approval. Back Up Data to Verint Systems You
must ensure that your computer and hard drive are properly backed up to Verint’s
network. Protect Your Laptop Your laptop is a valuable Company asset, as is the
data contained on that laptop. You should ensure that the laptop is secured or
under your control at all times and that data on the laptop is backed up
regularly, and you must report immediately if your laptop has been compromised.
We protect Verint’s operations from security breaches. In order to protect our
customers and ourselves and maintain the quality and superiority of our
products, we protect Verint’s operations from security breaches. We believe that
the quality of our products and services is key to our success. Maintaining the
quality of our products includes taking all appropriate precautions to protect
Verint’s systems and premises from security breaches. You must adhere to the
local security protocols and procedures for each Verint facility. Do not leave
visitors unescorted or sensitive areas unattended or unlocked. When on Verint
property (or, if appropriate, while on Verint business), wear your
identification badge and request identification from others whom you do not
recognize. Immediately report any lost or stolen building access badges to the
Facilities Department. Most importantly, you must report all suspicious activity
immediately, whether a suspected breach of Verint’s network security systems or
unauthorized activity on a Verint premises, to the appropriate Verint
supervisor. If we leave Verint, we return Verint’s property and do not retain
Verint proprietary information. If you leave your employment with Verint for any
reason, you must return all Verint property, including laptop computers,
Blackberry devices, cell phones, and documents or other media that contain
Verint proprietary information and intellectual property. Following your
departure, you may not retain, copy, share, disclose, or use Verint proprietary
information and intellectual property, including Verint confidential and trade
secret information, for any reason. You must ensure that Verint legally owns any
intellectual property created by you in connection with your employment.
Therefore, you are obligated to execute assignments and other documents, as
necessary, to perfect Verint’s title in all intellectual property created or
reduced to practice (e.g., the embodiment of a concept) while under the
employment of Verint or using Verint information, materials, and property.
Verint will take every step necessary, including legal measures, to protect its
rights and assets.
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12 We avoid situations that create or appear to create a conflict between
personal interests and the interests of Verint. In accordance with the Verint
value of integrity, you are expected to make business decisions based on the
best interests of Verint. You must exercise good judgment, due care, and the
highest ethical standards in all of your activities on behalf of Verint and in
any personal activities that may affect Verint. At all times you must ensure
that Verint’s interests are not harmed (or appear to be harmed) from a conflict
between Verint’s interests and any or your personal or business interests.
Avoiding conflicts of interest means avoiding situations that create or appear
to create a conflict between personal and Company interests. When faced with
business situations that you are not sure how to appropriately handle, ask
yourself what is right for Verint. We avoid activities or relationships that
might affect our objectivity. A conflict of interest may exist when you or a
member of your family is involved in an activity that could affect your
objectivity in making decisions as a Verint employee. Conflicts of interest
arise when you or a member of your family uses your position for personal gain.
It is important to remember that, although you may have the best of intentions,
even the appearance of a conflict of interest must be avoided. Common conflicts
of interest include, but are not necessarily limited to the following. Personal
Conflicts of Interest If you are a full- or part-time employee, you must first
obtain the written permission of the Chief Compliance Officer before (with or
without compensation) being employed (or self-employed), consulting with,
owning, performing services or aiding in any way an organization that is related
to Verint in the following
ways: Vendor Supplier Contractor Subcontractor Competitor Business
is in the same lines of business as Verint Business is in a
line of business that Verint is actively seeking to enter You may not supervise
someone with whom you share a close personal relationship, such as anyone in
your family or household, someone with whom you currently have or previously
have had a romantic relationship, or someone with whom you have a similarly
close personal relationship. If we are unsure how to handle a business
situation, we think about what is right for Verint.
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13 You may not participate in the selection process for a company that does
business with Verint if that company employs someone with whom you have such a
close personal relationship or if you are otherwise affiliated with that
company. Under those circumstances, you may also not supervise Verint’s
relationship with that company. If you supervise someone, even indirectly, with
whom you have one of the relationships described above, or if you have such a
relationship with a company or an employee of a company that does business with
Verint, you must disclose the relationship as soon as you become aware of that
company’s relationship with Verint. Contact the Chief Compliance Officer to
report a conflict of interest or potential conflict of interest. Employment
Outside of Verint You are expected to devote your full time and attention to
Verint’s work during regular business hours and for whatever additional time may
be required. Verint employees may not accept outside employment that may create
an actual conflict of interest or the appearance of a conflict of interest (see
the prior section on personal conflicts of interest) or that otherwise
interferes with an employee’s work for Verint. Investments and Interests in
Other Businesses You must avoid any investment, interest, or association that
interferes, might interfere, or might be thought to interfere with the
independent exercise of judgment in Verint’s best interest. Any potential
conflicts of interests must be reported immediately to the Legal Department.
Serving on Outside Boards, Committees, or Associations Many employees
participate in outside non-profit organizations, such as local school boards or
homeowners’ associations. Membership in these associations can cause conflicts
if and when you make decisions regarding Verint or its products. If you are a
member of an outside organization, unless you are serving in accordance with
applicable law, you must remove yourself from discussing or voting on any matter
that involves the interests of the Company or its competitors. You must obtain
approval from the Chief Compliance Officer prior to serving on a board or
committee of a public company or any company that is a competitor, supplier, or
vendor or that may otherwise adversely affect a legitimate interest of Verint.
You must obtain approval from the Chief Compliance Officer prior to acting as a
representative of Verint on any board or committee of any outside organization.
Political Conflicts of Interest Verint neither encourages nor discourages its
employees’ participation in the political process. It is your responsibility to
comply fully with all laws and regulations related to political contributions
and interaction with government officials, including lobbying. Your personal
political contributions and activities must be kept separate from the Company.
If you make political contributions, you may not refer in any way to your
employment or use the Company’s assets, including its name, in connection with
your contributions, unless required to do so by law. In all instances where an
actual conflict of interest or an appearance of a conflict of interest exists,
you must disclose the nature of the conflict to the Legal Department for
interpretation and resolution.
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14 We obtain appropriate written permission to address conflicts of interests in
some instances. You must immediately notify the Chief Compliance Officer if a
member of your immediate family enters into any kind of employment, business,
ownership, or consulting relationship with a Verint vendor, supplier, or
customer where such relationship may cause a conflict of interest. This is
simply a precaution to help ensure that Verint employees avoid conducting Verint
business with members of their families or others with whom they have a
significant personal relationship unless they have disclosed such relationship
to the Company. We do not, directly or indirectly, pay bribes, kickbacks, and
other improper payments. Bribes, kickbacks, payoffs, and similar payments are
unethical and illegal and in direct conflict with the values of the Company. You
are not permitted to make or authorize any offer, payment, promise, or gift that
is intended or appears to influence any person or entity to award business
opportunities to the Company or to make a business decision in Verint’s favor.
You are not permitted to accept any offer, payment, promise, or gift from a
third party that is intended or appears to influence the Company to award
business opportunities to that third party or to make business decisions in that
party's favor. We are careful in our relationships with departing and former
employees. You may not provide Verint non-public, proprietary, or confidential
information to former employees unless the appropriate confidentiality
obligations are in place and approved by the Legal Department. If a former
employee solicits this information from you, you must notify the Legal
Department immediately. You may not rehire a former employee or engage that
employee as an independent contractor or agent for Verint unless you have
obtained approval from the Human Resources Department. You may not purchase
products or services on Verint’s behalf from a former employee unless you have
disclosed it to the Legal Department and it is in compliance with Verint’s
policies regarding requisitions and incurrence of expenses. Certain former
employees may have information from which they or their new employer can
unfairly benefit. If you suspect this is the case, you should consult with the
Legal Department. Avoiding conflicts of interest means avoiding situations that
create or appear to create a conflict between personal and Company
interests.
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15 We do not allow gifts or entertainment to influence decision making. Verint
competes on the merit of its products and services and not through gifts,
entertainment, or other business courtesies. In appropriate circumstances,
business gifts and entertainment can build goodwill, but they can also create
the perception of a conflict of interest that can undermine the integrity of
these relationships. Therefore, you must follow all applicable laws and Company
rules and procedures in this regard. Failure to follow these provisions can harm
Verint’s reputation or result in fines or criminal penalties. In all cases, use
good judgment and, when in doubt, ask your supervisor or consult with the Legal
Department. As a general rule, giving and receiving gifts and entertainment
should only be done as part of extending a business courtesy and not for
influencing a business decision. We understand that “favors, gifts, and
entertainment” is defined broadly. Favors, gifts, and entertainment means
anything of value, including promotional trinkets, food, beverages, and tickets
to cultural or sporting events that you or someone in your family or household
or a person with whom you have a close personal relationship either gives or
receives. It can include meals, lodging, discounts, loans, cash, services,
equipment, prizes, products, transportation, use of vehicles or vacation
facilities, home improvements, tickets, gift cards, certificates, and favorable
terms on a product or service. It can also include stocks or other securities,
including an opportunity to buy “direct shares” (also called “friends and family
shares”) in any company with a connection to Verint. These are just examples;
the list of potential favors, gifts, and entertainments of value is impossible
to specify in advance. Entertainment includes meals and cultural or sporting
events that you attend with a customer or business provider. If you do not
attend the event with the customer or business provider, the tickets to such an
event are not entertainment, but rather gifts, which are subject to the gift
restrictions in this Code. Whether a gift or entertainment is appropriate can
depend on a variety of facts and circumstances, as described below. When in
doubt or if you are unsure as to whether something is appropriate, contact your
supervisor or a Compliance Facilitator. We understand that there are differences
between what may be appropriate with commercial companies and with governmental
entities. The occasional exchange of favors, gifts, or entertainment of nominal
value with employees of a nongovernmental entity is acceptable, unless the
recipient’s employer forbids the practice. If you are unsure whether an entity
is government owned, contact your regional Legal Department. Remember, any
courtesy you extend must always comply with Verint policies and the policies of
the recipient’s organization; those with whom we do business should understand
our policy, as well. We give or receive gifts and entertainment only as a
business courtesy and not to influence business decisions.
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16 Favors, gifts, and entertainment offered to or accepted by you or your family
members fall into three categories: Acceptable. The following describes what is
considered generally acceptable and requires no
approval: Favors or gifts with a nominal market value and, if
multiple gifts from a single source, a nominal aggregate
value. Occasional meals with a business associate that follow
the Verint Global Travel and Entertainment Policy. Occasional
entertainment (for example, attendance at sports, theatre, or other cultural
events) valued at a modest value and with a related business purpose. It is not
permissible to accept entertainment gifts that you are not attending with a
member of the giver’s organization, unless the entertainment is of a modest
value and the gift was made in furtherance of the mutual general business
relationship. Inappropriate. Some types of favors, gifts, or entertainment are
simply wrong, either in fact or appearance, and are never permissible. You and
members of your immediate family may never: Offer or accept
favors, gifts, or entertainment that would be illegal. Offer or
accept cash or cash equivalent, including loans, stock, stock options, bank
checks, travelers’ checks, money orders, investments securities, or negotiable
instruments. Gift cards may be appropriate if they are for a nominal
amount. Offer or accept gifts or entertainment that is
unrelated to business discussions during a tender or competitive bidding
process. Incur an expense on behalf of a customer, vendor, or
supplier that is not recorded properly within Verint’s accounting
records. Offer, accept, or request anything, regardless of
value, as part of an agreement to do anything in return for favors, gifts, or
entertainment. Use your own money or resources to pay for
favors, gifts, or entertainment for a customer, vendor, or
supplier. Offer, accept, or participate in favors, gifts, or
entertainment that would otherwise violate our commitment to diversity and
mutual respect. Questionable. Ask your supervisor or the Compliance Facilitator
for guidance on anything that does not fall into the Acceptable or Inappropriate
categories or if you are unsure that the dollar value is appropriate. We follow
Company guidelines when rewarding our employees. Recognition and Company awards
for employees (other than bonuses or other bona fide compensatory payments) may
be awarded only via HR-approved reward and recognition
programs.
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17 We maintain appropriate financial records regarding gifts and entertainment.
The appearance of influence must always be considered when accepting any
business courtesy, such as a gift or entertainment, regardless of value. For any
type of business courtesy, you may never use your own money or resources to do
something that is prohibited with Verint’s resources. In addition, when you
offer gifts or provide entertainment to others consistent with this Code, you
must also ensure that these courtesies are properly reflected on Verint’s books
and records. Because of tax and other legal reporting rules, it is essential
that you accurately report expenditures for favors, gifts, or entertainment that
you give to customers as part of your Verint employment, and that you follow the
Verint Global Travel and Entertainment Policy, as well. Reports should
accurately state the purpose of the expenditures, the identities of the
individuals receiving the favors, gifts, or entertainment, and whether such
individuals are public sector officials or employees. We only conduct raffles
and giveaways in compliance with applicable laws. Raffles and giveaways that are
fair, nondiscriminatory, and conducted in a public forum for all to see and
understand are typically permitted, but must be reviewed and approved by the
Legal Department in advance. We obey all laws and requirements when interacting
with government officials. It is important to remember that special rules apply
to government officials. Laws, rules and regulations concerning appropriate
gifts and entertainment for government employees are complex and can vary
depending on government branch or jurisdiction. All Verint employees who
interact with government officials on Verint’s behalf are responsible for
complying with applicable laws and regulations. We follow all rules for dealing
with foreign officials. The FCPA and other countries’ laws restrict the exchange
of gifts and entertainment with foreign officials. Before offering meals, gifts,
gratuities, entertainment, or anything of value to any foreign government
personnel, official, political party, party official, or candidate, you must
consult in advance with the Legal Department to make sure that you are in
compliance with applicable US and local laws and Verint standards. We understand
that it may be appropriate to return gifts in certain circumstances. If a gift
is not within the requirements of this Code, you must return the gift with an
explanation that Company standards do not permit you to accept such gifts. In
the event that returning such gift would be considered discourteous and not in
accordance with local custom, accept the gift on behalf of the Company and treat
such gift as an asset of the Company. If returning a perishable item is not
feasible, it shall be anonymously donated to charity or accepted on behalf of
Verint and put in a common area to be shared among employees in the office. We
check with our supervisor or Compliance Facilitator when unsure whether a gift
is appropriate or too costly to give or accept.
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18 We are careful when giving gifts outside of the workplace. Employees who are
personal friends of customers or business providers might wish to exchange gifts
outside of the workplace for appropriate events (such as a wedding or baby
shower). These exchanges are acceptable so long as they are infrequent (limited
to special occasions), disconnected from any work activities, and disclosed to a
supervisor beforehand to ensure that they do not improperly influence or appear
to influence business decisions. We make sure that we understand the laws and
customs of foreign countries. We must abide by the laws, rules, and regulations
of countries in which we do business. We are committed to following not only US
laws that deal with foreign business transactions (such as the FCPA), but also
with the laws of the host countries in which we operate. Cultural differences
and local customs or laws may raise issues. If you are unfamiliar with the
requirements of the local country, you should review this section and discuss
these issues with your supervisor and the Legal Department prior to engaging in
any international business. In some countries, local customs may call for the
exchange of expensive gifts — often, items of some cultural importance — as part
of the business relationship. In these situations, gifts may be accepted only on
behalf of Verint and not as an individual. Additionally, these gifts must be
maintained for the benefit of the Company in a manner approved by your local
Human Resources Department or Compliance Facilitator. The foreign company’s gift
policy regulations must be observed. In all cases, the exchange of gifts must be
conducted so that there is no appearance of impropriety. Gifts may only be given
in accordance with all applicable laws, including the FCPA.
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19 We are accurate and ethical with our finances. As Verint employees, we have
an obligation to promote integrity and transparency throughout the organization,
with responsibilities to stakeholders inside and outside the Company. While
there are special ethical obligations that apply to employees with financial
reporting responsibilities, we all have the obligation to be accurate and
ethical with Verint’s finances. It is Verint’s policy to accurately and fairly
disclose the financial condition of the Company in compliance with the
applicable accounting principles, laws, rules, and regulations, as well as
Verint’s applicable policies and procedures, and to make full, fair, accurate,
timely, and understandable disclosure in our periodic reports filed with the
Securities and Exchange Commission and in other communications to securities
analysts, rating agencies, lenders, tax authorities, and investors. Honest and
accurate recording and reporting of information are critical to our ability to
make responsible business decisions. Verint’s accounting records are relied upon
to produce reports for the Company’s management, rating agencies, investors,
creditors, governmental agencies, and others. Our financial statements and the
books and records on which they are based must accurately reflect all corporate
transactions and conform to all legal and accounting requirements and our system
of internal controls. We create accurate records. All assets, liabilities,
revenues, expenses, and business transactions must be completely and accurately
documented and recorded on Verint’s accounting books and records, in accordance
with applicable laws, generally accepted accounting principles, and established
Verint accounting and financial policies and procedures. Budget proposals and
economic evaluations must fairly represent all information relevant to the
decision being requested or recommended. No secret or unrecorded cash or other
assets will be established or maintained for any purpose. Verint shall advise
customers and suppliers of errors and promptly correct the error through
credits, refunds, or other mutually acceptable means. The retention and proper
disposal of records and data shall be in accordance with Verint’s policies and
procedures, as well as applicable legal requirements. We promote transparent and
complete disclosure. Verint is committed to transparency in financial reporting
to enhance investors’ understanding of our business and facilitate informed
investment decisions. All disclosures made in financial reports and public
documents filed with the Securities and Exchange Commission and other public
communications must be complete, accurate, timely, and understandable. We all
have the obligation to be accurate and ethical with Verint’s finances and
financial records.
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20 We cooperate with our auditors. To ensure accurate reporting, Verint employs
both internal and outside auditors. You must cooperate with and not attempt to
improperly influence any external or internal auditor during his or her review
of any aspect of the Company under their review. Failure to cooperate with any
audit or related investigation will result in discipline, up to and including
termination. We accurately report our expenses. When incurring expenses in the
course of your duties as a Verint employee, you are expected to act responsibly
and in the best interests of the Company. You must use your own good judgment to
ensure that Verint receives good value for expenditures. You must comply at all
times with Verint’s policies regarding the incurrence of expenses, including the
Verint Global Travel and Entertainment Policy, as well as applicable Purchasing
and Accounts Payable requirements. Expenses must be incurred and expense reports
completed in accordance with the Verint Global Travel and Entertainment Policy.
All charges on Company credit cards must be paid on time, and Company credit
cards must not be used to incur personal expenses under any circumstances. Any
penalties for failure to pay or late payment of Company credit cards shall be
the personal responsibility of the employee. Management must review and
authorize all purchasing and expense related items in accordance with the Verint
Signature Authority and Legal Review Policy and other applicable approval
policies and procedures. No request for expenditure shall be approved with the
understanding that the funds will be, or have been, used for a purpose other
than what is described. No supervisor shall engage in practices intended to
circumvent Verint’s management authorization process, such as requesting a
subordinate to incur and submit expenses on their behalf. We retain documents in
accordance with Company policies and applicable law. Company records must be
retained according to applicable laws. You may never destroy, alter, mutilate or
conceal any record if you have been directed to retain it or if you know,
contemplate, or reasonably believe that there is a possibility of any litigation
or internal or external investigation concerning that record. If any person
directs you to violate this policy, you must immediately contact the Legal
Department and use all reasonable measures to protect the record. We do not
falsify or alter records. You may not, under any circumstances, falsify or alter
records or reports, prepare records or reports that do not accurately or
adequately reflect the underlying transactions or activities, or knowingly
approve such conduct. We use our own good judgment to ensure that Verint
receives good value for expenditures, and we incur expenses in accordance with
Verint policies.
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21 Examples of prohibited practices include, but are not limited
to: Making false or inaccurate entries or statements in any of
Verint’s books, records, or reports that intentionally hide or misrepresent the
true nature of a transaction or activity Manipulating books,
records, or reports to intentionally hide or misrepresent the true nature of a
transaction or activity Failing to maintain books and records
that completely, accurately, and timely reflect all business
transactions Maintaining any undisclosed or unrecorded Company
funds or assets Using funds for a purpose other than the
described purpose Making a payment or approving a receipt with
the understanding that the funds will be, or have been, used for a purpose other
than what is described in the record of the transaction Every Verint employee,
officer, and director must be prepared to certify that their behavior supports
accurate public disclosure/financial reporting and that they have not engaged in
any practices or activities that would compromise the accuracy and integrity of
our financial reporting. We adhere to a Financial Code of Conduct specifically
for our CEO, CFO, and Finance Department. Because of their position, special
ethical obligations exist for employees with financial reporting
responsibilities. Our Chief Executive Officer, Chief Financial Officer, and
Accounting and Finance Department employees have a special responsibility. In
addition to adhering to the other requirements of this Code, they must also
adhere to the following principles and foster a culture throughout the Company
that helps to ensure the fair and timely reporting of Verint’s financial results
and condition. To that end, the CEO and all members of Verint’s Finance
Departments are bound by the following Financial Code of Ethics, and each agrees
that he or she will in his or her capacity as a Verint
employee: Act with honesty and integrity, avoiding actual or
apparent conflicts of interest in personal and professional
relationships. Provide information that is accurate, complete,
objective, relevant, timely, and understandable to help ensure full, fair,
accurate, timely, and understandable disclosure in reports and documents that
the Company files with, or submits to, government agencies and provides in other
public communications. Comply with the rules and regulations of
federal, state, provincial, and local governments and other appropriate private
and public regulatory agencies. Act in good faith, responsibly,
with due care, competence, and diligence, and without misrepresenting material
facts or allowing their independent judgment to be
subordinated. Respect the confidentiality of information
acquired in the course of doing their work, except when authorized or otherwise
legally obligated to disclose. Confidential information acquired in the course
of their work will not be used for personal advantage. Share
knowledge and maintain skills important and relevant to stakeholders’
needs. Proactively promote and be an example of ethical
behavior as a responsible partner among peers, in the work environment, and in
the community.
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22 Achieve responsible use of and control over all assets and
resources employed or entrusted to them. Promptly report to the
Vice President Internal Audit, Chief Financial Officer, Chief Legal Officer, or
chairman of the Audit Committee any conduct that they believe to be a violation
of law, business ethics, or any provision of the Company Code of Conduct,
including transactions or relationships that could reasonably be expected to
give rise to such a conflict. We report audit and accounting concerns. Verint’s
Audit Committee has adopted procedures to receive, retain, and treat complaints
regarding accounting, internal accounting controls, or auditing matters. If you
are uncomfortable reporting any concern about questionable accounting or
auditing matters to your supervisor or the Human Resources or Legal Department,
where permitted by local law, you may call the Verint Ethics Hotline and request
that your call be routed directly to the Audit Committee. Where permitted by
local law, you may make such reports anonymously.
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23 What is Proprietary Information? Proprietary information includes, but is not
limited to: Software programs Source and
object code Trade secrets Engineering
drawings Customer
lists Ideas Techniques Know-how Processes Inventions
(whether patentable or not) Any other information of any type
related to designs, product specifications, product roadmaps, configurations,
manufacture, assembly, installation, marketing, pricing, customers, Company
financial information, salaries, terms of compensation, and benefits of Verint
employees, and costs or other financial data, including unannounced press
releases, acquisitions, and mergers, concerning Verint or our operations We
disclose or share Verint intellectual property, proprietary information, &
assets only when authorized & only in compliance with Verint policy.
Verint’s proprietary information reflects our innovation and passion regarding
the products and services we offer, and is one of our most important assets. Our
creativity and innovative ideas make significant contributions to Verint’s
continued success in the marketplace. We are encouraged to use our skills and
knowledge to develop new and improved products and services and to discover new
and improved ways to do our work. Our success depends on protecting our
intellectual property, which includes inventions, discoveries, improvements,
ideas, computer programs, source codes, patents, trademarks, copyrights, and
proprietary information. We safeguard Verint proprietary information and
intellectual property. We adhere to the Verint Proprietary Information and
Intellectual Property Policy for identifying, using, protecting, and disclosing
Verint proprietary information and intellectual
property. Proprietary or confidential information may be shared
only under appropriate non-disclosure provisions and only when authorized.
Before exchanging any confidential or proprietary information with a customer,
vendor, partner, reseller or consultant, you should contact the Legal Department
for the Verint approved Non Disclosure Agreement (“NDA”) and seek authorization
from management to enter into the same with a third party. Even if there is an
active NDA of sufficient scope to protect the subject matter being disclosed,
disclosure should be as necessary to further the relationship or on a
need-to-know basis. As appropriate, consult with the Legal Department to review
proposed disclosures. We do not discuss Verint business in
public or non-secure places. We do not leave computers or
laptops “unlocked” or screens open for viewing by unauthorized individuals or
third parties or disclose passwords to such persons. We only
disclose nonpublic Company information to employees who have demonstrated a
legitimate, business-related need for the information.
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24 We never disclose non-public Company information in Internet
forums (including blogs, chat rooms or electronic bulletin boards) or to
selected shareholders or financial analysts, nor do we participate in such
forums with respect to Verint. For further information, see the section We
protect Verint’s assets and resources from misuse, abuse, destruction, or
inappropriate disclosure. We do not release nonpublic Company
information to the public or third parties unless specifically authorized. For
more information, see the section We do not speak on behalf of Verint unless
authorized. When making authorized disclosures, presentations,
etc., we follow Verint guidelines and policies for marking and protecting
Verint’s proprietary information and intellectual property. See the Verint
Proprietary Information and Intellectual Property Policy for further guidance.
We protect and safeguard Verint’s intellectual property by adhering to
applicable Verint policies governing the development and sharing of Verint
intellectual property, including the Free or Open Source and Third Party
Software Policy. Royalty arrangements: Extending the right to
use Verint intellectual property within a third party’s products must be
reviewed and approved by the Sales, Engineering, Finance, and Legal Departments.
Requests to use a third party’s intellectual property within Verint products
require approval from the Engineering, Finance, and Legal Departments. In the
event that a vendor requests to use a project or implementation at Verint as
part of a case study of official, non-confidential material, you should contact
your supervisor for approval. Free or Open Source Software: We
permit use of open source code in accordance with Verint’s applicable policies
regarding use of open source. These policies generally permit such usage,
particularly so long as it does not affect Verint’s intellectual property rights
or unduly increase our liability. Therefore, before pursuing or entering into
free or open source software agreements, engineers or others must seek approval
from Engineering management and the Legal Department, as required by these
policies. We exercise special care to prevent the disclosure of
potentially patentable ideas to parties outside the Company, other than outside
patent attorneys retained by the Company. We promptly disclose
all discoveries, inventions, and improvements, patentable and unpatentable, to
our supervisors and the Legal Department within 30 days of conception or first
reduction to practice. Our proprietary information and intellectual property are
among our most important assets. Our success largely depends on protecting
them.
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25 Our inventors must execute, acknowledge, and deliver to the
Company documents as may be necessary or desirable to obtain, convey, and record
ownership of all inventions, discoveries, patents, or patent applications to the
Company. Employees who enter into consulting or other agreements with parties
outside of the Company that require assignment of ownership rights in
intellectual property (assuming such arrangements are otherwise permissible) are
cautioned that conflicting interests may arise. Any such outside arrangements
must be approved by the Legal Department, and the Legal Department must be
notified of any patents or inventions arising from external consulting
agreements. We respect valid patents, copyrighted materials,
and other protected intellectual property of others. We
exercise special care when dealing with requests from outside groups. For
guidance on dealing with external questions and requests, see the section We do
not speak on behalf of Verint unless authorized. Our obligation to protect
Verint intellectual property, proprietary information, and assets continues,
even if we leave our employment with Verint. Your obligation to abide by certain
Company standards exists even after your employment ends. When leaving Verint,
you must return all Verint property in your possession, including all records
and equipment.
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26 We protect Customer and Personal Information. A foundation of our Verint
values, our integrity in the marketplace is a key component of our reputation
for trustworthiness and service. We respect the confidential nature of the
businesses in which our customers are engaged. We also require our employees to
protect Personal Information (as defined below) that they may receive about
other Verint employees, individuals associated with customers, or other third
parties. We protect Customer Information and communications. Customer
Information is confidential and proprietary information of our customers. It
should be treated at least as carefully as Verint treats its own confidential
and proprietary information. You must not use, access, or disclose Customer
Information, except as authorized. Confidential information should be considered
broadly and includes any item or matter as to which the Company is obligated or
reasonably expected to maintain confidentiality (pursuant to an NDA or
otherwise). It includes, without limitation, Personal Information, customer
financial information, product configuration, information regarding the
customer’s IT infrastructure, payment or account information, and non-public
information regarding the customer’s business, products or services, etc. We
protect Personal Information. In the course of your work for Verint, you may
obtain Personal Information (as defined below). You must not use, access, or
disclose such Personal Information, except as authorized. Personal Information
is any information that can be used to identify any individual. For example,
Personal Information includes an individual’s name, address, email address,
telephone or facsimile number, Social Security number (“SSN”) or other
government identification number, date of birth, financial information
(including credit card, debit card and other financial account number), medical
and health information, background information, and/or parent’s surname prior to
marriage. Personal Information may relate to any individual, including Verint
employees, individuals associated with customers, and other third parties.
Verint Privacy Principles We adhere to the privacy principles
below: We obtain and use Customer and Personal Information for
business purposes only. We limit access to and knowledge of
Customer and Personal Information records to employees who need the information
for legitimate business purposes. All Verint employees are
responsible for safeguarding individual Customer and Personal Information
communications and information. Verint complies with all
applicable privacy laws and regulations wherever Verint does business. We obtain
and use Customer and Personal Information for business purposes only. We do not
disclose our customers’ identities or their confidential and proprietary
information without proper authorization.
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27 We do not disclose the identity of our customers without
proper internal and external approval and authorization. When
required by applicable law and/or contractual obligations, we keep the identity
of customers, the existence of contracts, and their content
confidential. We follow Verint policies and applicable laws
regarding customer marketing. Before using any Customer Information to market
products or services or disclosing Customer Information to other companies for
marketing purposes, you must follow all Verint policies and applicable laws and
regulations regarding the use and disclosure of this information. Any customer
marketing initiatives must be supervised and controlled directly by our
Marketing Department. We abide by applicable law and maintain Verint standards
while on customer premises. Verint expects employees to provide fair, honest,
and respectful service at all times to all of our customers. We are each
accountable for delivering that standard of service. For further information on
your obligations regarding the workplace and applicable Company policies, please
refer to the section We maintain an inclusive, fair, and healthy work
environment. Remember, you should maintain Verint’s standards or more
restrictive standards if required by our customer or partner (and not otherwise
in violation of the Code), even if not operating on Verint premises. We keep our
facilities, IT systems, and products secure. Maintaining the quality of our
products and protecting our customers and each other includes taking all
appropriate precautions to protect Verint’s systems and premises. For further
information on how we protect our systems and premises, see the section We
protect Verint’s assets and resources from misuse, abuse, destruction, or
inappropriate disclosure.
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28 We do not speak on behalf of Verint unless authorized. We do not speak on
behalf of Verint to the press, media, or any third party unless authorized to do
so. Verint’s reputation as a company and a good corporate citizen is a key
asset. We are responsible for protecting this asset. We do not disclose Customer
Information to anyone, in particular third parties, without required approvals.
See more about this topic in the section, We protect Customer and Personal
Information. We follow guidelines regarding communications with the press,
media, analysts, or other third parties. Requests and inquiries must be referred
to the authorized groups described below. Verint Investor Relations handles
communications related to Verint’s business, strategy, and financial performance
and all contacts with the financial community. When in doubt, Investor Relations
is the appropriate first step in considering how to respond to any third-party
inquiry. The Marketing Department for each business division handles
communications related to product and service offerings, focused on trade press
and related interviews. However, these discussions should not cover subject
matter that is the responsibility of Investor Relations, Legal, or Human
Resources without the express prior approval of these other departments. The
Legal Department handles contacts from outside attorneys, as well as federal and
state legislative bodies and regulatory agencies. The Legal Department also
responds to subpoenas, court orders, and criminal inquiries and interfaces with
law enforcement on security matters, including emergency response. The Human
Resources Department is responsible for services regarding current and former
employees, including employment verification. Guidelines for Communications
Outside of Verint Never speak on behalf of Verint unless
expressly authorized to do so. Also, do not assume that your communications will
not be attributed to you. Refer all press inquiries to Investor
Relations or the head of Marketing for your business
division. Be sensitive to situations in which your identity as
a Verint director, officer, or employee is known and may result in your being
viewed as speaking on behalf of Verint. In those situations, you should make it
very clear that the views you express are solely your
own. Never publicly disclose (in conversation, in chat rooms,
via email, or otherwise) Verint’s confidential information or the confidential
information of any customer or other third party. Recognize
that all unauthorized disclosures, even those made anonymously, constitute
violation of Company policy and your confidentiality obligations, and could
result in disciplinary action. We speak on behalf of Verint to the press, media,
and third parties only when we are authorized to do so.
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29 We maintain ethical sales practices. We compete vigorously, independently,
and fairly, basing our efforts on the merits of our competitive offerings. We
sell our products and services honestly and do not pursue any sale that requires
us to act unlawfully or in violation of these standards. Verint’s integrity in
the marketplace is a key component of our reputation for trustworthiness and
service. Verint customers expect and deserve fair, honest, and respectful
service. You are accountable for your role in the delivery of that standard of
service. We do not pursue sales that would direct customers to inappropriate or
unnecessary products, nor do we misrepresent our products or capabilities or
make commitments regarding future capabilities without proper authorization. We
ensure that all charges are accurate and properly billed with respect to our
customer contracts. In servicing customer contracts, you must make every effort
to ensure that all charges are accurate and properly billed. You may not,
without the customer’s consent and Finance and Legal written approval, shift
costs between contracts, deviate from contract requirements by substituting
products or services, or cause customers, partners, or resellers to incur
inaccurate charges. We adhere to laws that apply when a government is our
customer. When dealing with federal, state, and local government agencies
(including foreign government agencies) that are customers, you must apply the
same high standards of fairness and integrity that you employ with all customer
contracts, and you must consult with the Legal Department to identify additional
laws, regulations, and procedures that you must follow. We hold our partners,
resellers, and agents to high standards We do not permit our partners to do
indirectly what we are prohibited from doing directly. To the extent permitted
by law and contractual provisions, we reserve the right to terminate
relationships with partners whose behavior conflicts with the Code. We do not
engage in anti-competitive practices, and we generally do not share confidential
information with competitors. Competition laws, also known as antitrust laws,
preserve fair, honest, and vigorous competition. While competition laws differ
among countries, they generally prohibit similar conduct. We sell our products
honestly and do not pursue any sale that requires us to act unlawfully or in
violation of Verint standards.
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30 Agreements with Competitors Competition laws generally prohibit agreements
and information sharing with competitors on certain sensitive matters because
they may wrongfully restrict competition,
including: Pricing Price
changes Discounts Pricing
methods Costs Warranties Terms
of sale Marketing initiatives Product
plans Employee information or compensation The foregoing is not
an exhaustive list. Both express agreements and informal understandings between
competitors may constitute illegal agreements. It is inevitable that you will
meet competitors from time to time, attend the same industry conferences, or
participate together in meetings of trade associations or standards
organizations. In all contacts with competitors, do not discuss pricing policy,
contract terms, sales, costs, profits, product plans, or any other confidential
information. Because discussions of these subjects with a competitor can be
illegal, if a representative of a competitor raises any of them, you should
object, stop the discussion, and, if necessary, leave the meeting. You should
report to the Legal Department any such incident immediately. Dealing with
Customers The following guidelines provide a basic foundation to assist you in
complying with antitrust laws in your unilateral dealings with
customers: Do not require customers, as a condition to doing
business, to buy from Verint before Verint buys from them. Do
not require customers to take a product or service they do not want in order to
get from Verint a product or service they do want. Do not agree
with a customer (reseller) to establish or fix the customer’s resale prices or
other terms or conditions of sale. Competition laws are complex and the
penalties for violations – for both companies and individuals – can be severe.
If you are not sure how to handle an issue, discuss it with your supervisor, the
Legal Department, or a Compliance Facilitator. We do not obtain competitive
information through improper means. Verint has an obligation and is entitled to
keep up with developments in our industry, including obtaining information about
our competitors. We obtain information about our competitors through honest,
ethical, and legal methods.
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31 We follow the Verint contracting approval process. We do not
enter into side letters or agreements (whether or not in writing); our contracts
represent the complete agreement and must be formally amended for any
modification. We obtain proper approvals, authorizations, and
signatures before finalizing quotes, commitments, and
agreements. We follow and adhere to the Verint Signature
Authority & Legal Review Policy. We adhere to applicable laws when making
any payments in foreign countries or to foreign officials. Payments we make in
the course of doing business internationally must reflect the value of the
services actually provided, be directed to proper business purposes, be made to
legitimate business service providers, and meet the requirements of the laws of
the US and of other countries in which we do business. One key law governing our
conduct of business in other countries is the FCPA, which governs payments from
US companies and some foreign companies to foreign government officials.
Generally, it is a violation of the FCPA to make payments or related offers or
to provide any other benefit to or for the benefit of a foreign official.
Regardless of the particular customs of a foreign country, you must be
particularly careful to follow Company standards, local laws, and US laws
regarding doing business with non-US officials or their family members. You must
never make payments to a third party that you suspect may be passed to officials
outside the US or to other persons to improperly influence any person’s
decision-making to secure, retain, or direct business for Verint. You must not
use an agent to make any payment that Verint itself cannot make. Whenever you
retain any agent in connection with foreign business, you must make sure that
you can properly trace any funds provided to the agent to ensure that they are
not used to make improper payments to government officials or their
representatives. Facilitating Payments Often, in business transactions and
operations in foreign countries, companies are called upon to make payments to
expedite or “facilitate” routine government actions (for example, obtaining
utility services or visas, clearing customs). In some cases, these payments may
be appropriate; in others, they may violate local law or the FCPA. You should
review with the Legal Department the types and amounts of such payments that may
be required by your contract and you should obtain specific approval from the
Legal Department before making any new or unusual payment. Payments to
Contractors Payments to contractors (including agents, marketing
representatives, and consultants) must be made in accordance with the terms of
their contracts, which must be in writing. Prior to entering any contract with a
foreign party, you should review it with the Legal Department. Contracts that
provide for payments to parties other than the contracting party are generally
not acceptable.
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32 Record Keeping In order to comply with the FCPA’s record-keeping
requirements, you must deny requests from foreign parties to vary the terms of
contracts by: Increasing or decreasing agreed amounts on any
invoice if such a request is contrary to Verint’s standards, procedures, or
applicable laws; or Submitting multiple invoices if you suspect
such invoices may be used in a manner contrary to Verint standards, procedures,
or applicable laws or may be otherwise used improperly. Commissions and other
fees paid must be reasonable and customary and may not exceed legal limits in
the locality where they are paid. Verint is required to accurately record
information regarding payments, including the amount and recipient. These
record-keeping requirements apply to any agents or consultants who represent
Verint. This means that you must ensure that Verint and any agent or consultant
who acts on Verint’s behalf properly document all transactions and maintain
accurate information with respect to the amount and ultimate recipient of
contract payments, commissions, and other payments.
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33 As a global company and good corporate citizen, Verint complies with the law
in the jurisdictions in which we operate. It is our policy that directors,
officers, employees, and others acting on behalf of Verint comply with all
applicable governmental laws, rules, and regulations that affect our business
and the performance of their jobs. We understand that the Code is not
exhaustive, and we must be mindful of the laws where we do business. Because we
operate in a number of countries, we must be mindful of our legal obligations in
each country; legal standards are likely to vary from country to country. If you
are in doubt or have a question about the legal requirements in a particular
situation, you should contact a member of the Legal Department. Further, it is
the responsibility of each of us to make sure we are informed about applicable
legal requirements in a given situation. Throughout this Code, we have discussed
certain legal requirements in situations such
as: Environmental, health and safety laws and
regulations Maintenance of an appropriate work
environment Antitrust/competition laws Gifts
and entertainment FCPA Protection of
intellectual property and confidential information Conflicts of
interest Financial reporting and external
communications Sales practices The Code is not intended to be
an exhaustive discussion of every legal requirement, and the absence of guidance
in this Code about a particular legal requirement should not be interpreted to
mean that a particular act is acceptable or permissible. In addition to the
areas mentioned above, there are other requirements with which each of us needs
to be aware and compliant. A few examples are presented below. In addition to
these brief descriptions, please familiarize yourself with other policies and
procedures that the Company has adopted, or may adopt in the future, regarding
these topics and others. We understand that economic sanctions and embargoes
restrict us from doing business with certain countries and groups throughout the
world. Federal law makes it illegal for a US company or person to engage in any
transaction (sales, donations, contributions, vendors, procurement, settlements,
debt obligations, etc.) with a number of designated countries, or with certain
parties anywhere in the world; for example, groups that support terrorism. To
ensure that Verint follows these laws, you must check with the Legal Department
prior to initiating any business relationship in a country in which Verint has
not previously done business.
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34 We understand that our products are subject to certain US and non-US export
laws and regulations. Verint has operations in many countries and sells its
products and services into over 150 countries. Our products and services are
subject to both US and non-US export laws and regulations. Products and services
should be thought of broadly in connection with export control laws and can
include technical data, customer support, consulting services, and marketing
materials. Further, export laws need to be considered when delivering software,
services, patches, updates, maintenance or support via telephone, email, the
Internet, our website, or other electronic delivery mechanism. Any transaction
crossing national borders implicates the export laws, including intercompany
transactions, and, in some cases, even transactions within the borders of a
single nation that involve citizens of different countries. In addition,
transactions with customers are not the only focus; we must be cognizant of the
issues raised by transactions with business partners, resellers and agents,
suppliers, and as noted above, even intercompany transactions. In that regard,
export authorization from, or filings with, US and non-US governments may be
required before we export, re-export, or ship our products and services. It may
be illegal not to receive the appropriate authorization or make the applicable
filings. Serious penalties are possible for failing to comply with export
control laws. Any questions regarding export compliance should be directed to
the Legal Department. We understand that we may only trade in Verint securities
in compliance with insider trading laws and Verint’s insider trading policy. It
is our policy that no director, officer, consultant, or employee of Verint who
is aware of material nonpublic information relating to Verint may, directly or
through family members or other persons or entities, (a) buy or sell securities
(including the purchase or sale of puts, calls and options) of Verint or engage
in any other action to take personal advantage of that information; or (b) pass
that information on to others outside Verint, including family and friends.
Directors, consultants, or employees of Verint who, in the course of working for
Verint, learn of material nonpublic information about a company with which
Verint does business, including a customer or supplier of Verint, may not trade
in that company's securities until the information becomes public or is no
longer material. As noted above, employees are not only prohibited from buying
and selling Verint securities when they are in possession of material, nonpublic
information, but also from passing information along to others who then trade in
Verint securities. Besides being considered a form of insider trading, tipping
is also a serious breach of corporate confidentiality. As a global company and
good corporate citizen, we are mindful of our legal obligations in each country.
We comply with all applicable governmental laws, rules, and regulations that
affect our business and the performance of our jobs.
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35 There are extensive and complex rules relating to insider trading, and you
should refer to the Verint insider trading policy, Securities Trades by Company
Personnel, for further guidance. An online training course is also available to
further your understanding of insider trading rules. We use Verint’s approved,
automated shipping systems to comply with Customs laws, regulations, and
policies for international shipments. Accurate Customs information on shipping
documents is required for all international shipments. Employees must not
initiate shipping documents outside of the approved, automated shipping systems.
We protect our legal rights. Verint reserves the right to contact legal
authorities if it believes that a crime has been committed by a current or
former employee relating to their employment.
