Activant Solutions Inc.
CODE OF BUSINESS CONDUCT AND ETHICS
This Code of Business Conduct and Ethics (the
“Code”) applies to Activant Solutions Inc. and
all
subsidiaries and entities controlled by it (collectively, the
“Company”), and
the Company’s
employees, officers and directors. It has been prepared to help employees, officers and directors
understand
the Company’s standards of ethical business practices and to stimulate awareness of
ethical issues that may be encountered in carrying our their responsibilities to
the Company.
Every employee, officer and director should recognize that their business actions affect the
reputation and integrity of
the Company. Therefore, it is essential that each take the appropriate
time to read this Code and to develop a working knowledge of its provisions. No code anticipates
every ethical decision that an individual may face in business. Whenever there is doubt about the
right choice to make, the following should be asked:
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Is it legal? |
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Is it consistent with the Company’s values and policies? |
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How would it look if reported on the front page of the newspaper? |
If doubt remains, then the individual should seek further guidance about the right thing to
do. For employees, the first place to seek advice and guidance from, should be the employee’s
immediate supervisor. If there is reason to believe that communication with the immediate
supervisor about possible unethical or illegal conduct would not be helpful, then the General
Counsel should be contacted directly. Directors should forward all questions or concerns about
this Code to either the General Counsel or the Chairman of the Audit Committee.
Conflicts of Interest
The Company expects all employees, officers and directors to exercise good judgment and the
highest ethical standards in their private activities outside
the Company that in any way can
affect
the Company. At all times they shall exercise particular care that no detriment to the
interests of
the Company (or appearance of such detriment) may result from a conflict between those
interests and any personal or business interests which the individual may have. In particular,
every employee, officer and director has an obligation to avoid any activity, agreement, business
investment or interest that might cause an individual to place his or her own interests, or that of
any other person or entity, above his or her obligation to
the Company.
While it is not possible to describe, or even anticipate, all the circumstances and situations
that might involve a conflict of interest, they may arise where an employee, officer or director,
or members of his or her family:
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solicits or accepts, directly or indirectly, from customers, suppliers or others
dealing with the Company any kind of gift or other personal, unearned benefits as a
result of his or her position in the Company (other than non-monetary items of nominal
intrinsic value); |
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has a financial interest in the Company’s competitors, customers or suppliers
(excluding interests that are less than 1% of the outstanding securities of a
corporation or equivalent percentage of ownership interests if an unincorporated
business); |
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has a consulting or employment relationship in any capacity with a competitor,
customer or supplier of the Company; or |
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acquires, directly or indirectly, real property, leaseholds, patents or other
property or rights in which the Company has, or the employee, officer or directors
knows or has reason to believe at the time of acquisition that the Company is likely
to have, an interest. |
The Company’s employees are expected to devote their full-time and attention to
the Company’s
work during their regular business hours. Though
the Company encourages professional activities
and community involvement, if compensation is received for such efforts, special care must be taken
not to compromise duties owed to
the Company. Employees are expected to disclose to management the
nature of any such gainful activity.
Subject to the limitations imposed by this Code, each employee is free to engage in outside
activities that do not interfere with the performance of his/her job or otherwise conflict with the
Company’s interests. Where activities may be of a controversial or sensitive nature, employees are
expected to seek the guidance of the responsible supervisor or the General Counsel before engaging
in such activities. No employee may use his/her Company position or title, or any Company
equipment, supplies or facilities, in connection with outside activities, nor may any employee do
anything that might infer sponsorship or support by
the Company of such activity, unless such use
has been approved in writing by Company.
In all instances where the appearance of a conflict exists, the nature of the conflict must be
disclosed to
the Company. Where there is a real or perceived conflict of interest involving a
director of
the Company, the matter should be referred to the General Counsel for interpretation
and resolution.
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Corporate Opportunities
No employee, officer or director of
the Company shall for personal or any other person’s or
entity’s gain deprive
the Company of any business opportunity for benefit which could be construed
as related to any existing or reasonably anticipated future activity of
the Company. Employees,
officers and directors who learn of any such opportunity through their association with
the Company
may not disclose it to a third party or invest in the opportunity without first offering it to the
Company.
Protecting Company Assets
Every employee, officer and director has a personal responsibility to protect the assets of
the Company from misuse or misappropriation. The assets of
the Company include tangible assets,
such as products, equipment and facilities, as well as intangible assets, such as intellectual
property, trade secrets and business information.
The Company’s assets may only be used for
business purposes and such other purposes that are approved by
the Company. They may never be used
for illegal purposes.
Confidential Information
No employee, officer or director of
the Company who is entrusted with information of a
confidential or proprietary nature shall disclose that information outside
the Company, either
during or after service with
the Company, except with written authorization of
the Company or as
may be otherwise required by law. Confidential information includes all non-public information
that might be of use to competitors, or harmful to
the Company or its customers, if disclosed. Such
information may include information about
the Company’s financial condition, prospects or plans,
its marketing and sales programs and research and development information, as well as information
relating to mergers and acquisitions, stock splits and divestitures. Confidential information also
includes information concerning possible transactions with other companies or information about the
Company’s customers, suppliers or joint venture partners, which
the Company is under an obligation
to maintain as confidential. Employees, officers and directors may not use confidential information
for their own personal benefit or the benefit of persons or entities outside
the Company.
Compliance with Laws
The Company requires its employees, officers and directors to comply with all applicable laws
and regulations in countries where
the Company does business. Violation of domestic or foreign
laws and regulations may subject an individual, as well as
the Company, to civil and/or criminal
penalties. To assure compliance with applicable laws and regulations,
the Company has established
various policies and procedures, including those related to
contract approval, employee relations,
and those found in the Policies and Procedures Manual. Employees have an obligation to comply with
these policies and procedures and to promptly alert management of any deviation from them.
Legal compliance is not always intuitive. In order to comply with the law, employees,
officers and directors must strive to know the law and to obtain proper
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guidance on the right way to proceed. This means, for example, that employees whose
day-to-day work is directly affected by particular laws have a responsibility to understand them
well enough to recognize potential problem areas and to know when and where to seek advice. When
there is doubt as the lawfulness of any proposed activity, advice should be sought from the Legal
Department.
Employees have an obligation and are encouraged to, raise concerns promptly when they are
uncertain as to the proper legal course of action or they suspect that some action may violate the
law. The earlier a potential problem is detected and corrected, the better off
the Company will be
in protecting against harm to
the Company’s business and reputation.
Described below are summaries of certain legal obligations and policies that are particularly
important to our business and reputation. Further information on any of these matters may be
obtained from the Legal Department.
Insider Trading
No employee, officer or director may trade in securities while in possession of material,
inside information or disclose material inside information to third parties (“tipping”). Material
inside information is any information that has not reached the general marketplace and is likely to
be considered important by investors deciding whether to trade (e.g., earnings estimates,
significant business investments, mergers, acquisitions, dispositions and other developments,
expansion or curtailment of operations, and other activity of significance). Using material inside
information for trading, or tipping others to trade, is both unethical and illegal.
Accordingly, no employee, officer or director of
the Company may: (a) trade securities of
the Company or any other company while in possession of material inside information with respect to
that company; (b) recommend or suggest that anyone else buy, sell, or hold securities of any
company while the employee is in possession of material inside information with respect to that
company (this includes formal or informal advice given to family, household members and friends);
and (c) disclose material inside information to anyone, other than those persons who need to know
such information in order for
the Company to properly and effectively carry out its business (e.g.,
to lawyers, advisers and other Company employees working on the matter). Of course, where material
inside information is permitted to be disclosed, the recipient should be advised of its non-public
nature and the limitations on its use. Any questions as to whether information is material on
nonpublic should be directed to the Legal Department.
Impermissible Payments
The Company strictly prohibits giving anything of value, directly or indirectly, to a
governmental official, agent or employee anywhere in the world in consideration for such
official’s, agent’s or employee’s assistance or influence (including the failure by such individual
to perform his/her official duty), the purpose of which is to
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obtain favored treatment with respect to any aspect of
the Company’s business. Under no
circumstance is it acceptable to for any employee, officer or director to offer, give, solicit or
receive any form of bribe, kickback, payoff, or inducement.
As a United States entity,
the Company is also subject to the Foreign Corrupt Practices Act,
which makes it illegal for companies and individuals to make, or offer to make, payment, directly
or indirectly, to foreign governmental officials for the purposes of obtaining, retaining or
directing business. Other countries have adopted similar legislation. Though in limited situations
small
“facilitation” payments to foreign government officials may be permissible if they are
intended to expedite the routine performance of legitimate duties, this area is not always clear,
and the situation must be discussed with the [Legal Department] prior to any action being taken.
Any question as to whether a gift or payment would be considered improper under
the Company’s
guidelines or national or foreign laws, must be discussed with the Legal Department.
Political Contributions and Activities
In the United States, Federal and many state laws prohibit corporations from making political
contributions. No direct or indirect political contribution (including the use of Company property,
equipment, funds or other assets) of any kind, may be made in name of
the Company, or using Company
funds, unless the General Counsel or his designee has certified in writing that such political
contribution complies with applicable law. When such permission is given, such contributions shall
be by check to the order of the political candidate or party involved, or by such other means as
will readily enable
the Company to verify, at any given time, the amount and origin of the
contribution.
Fair Dealing
Each employee, officer and director should endeavor to deal fairly with
the Company’s
suppliers, competitors and employees. None should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or
any other unfair-dealing practice. Information about
the Company’s competitors must be used in an
ethical manner and in compliance with the law. Under no circumstance should information be
obtained through theft, illegal entry, blackmail, or electronic eavesdropping, or through employees
misrepresenting their affiliation with
the Company or their identity. Any proprietary or non-public
information about
the Company’s competitors should not be used if it is suspected that such
information has been obtained improperly.
Similarly, each employee, officer and director must respect and protect any confidential or
proprietary information shared with
the Company. This information should not be released without
proper authorization and should be used for legitimate business purposes only. Employees should
not divulge any proprietary information about their former employers, nor shall any other employee
ever ask them to.
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Accounting Practices
It is the policy of
the Company to fully and fairly disclose the financial condition of the
Company in compliance with the applicable accounting principles, laws, rules and regulations. All
books and records of
the Company shall be kept in such a way as to fully and fairly reflect all
Company transactions.
Duty to Report Violations
Each employee, officer and director is responsible for reporting to
the Company any
circumstances that such person believes in good faith may constitute a violation of this Code.
Suspected policy violations may be reported by letter or telephone to the General Counsel, at the
Company’s executive offices, 804 Las Cimas Pkwy.,
Austin,
TX 78746,
512-278-5000.
The company will
investigate any matter so reported and will take any appropriate corrective action.
No retribution against any individual who report violations of this Code is permitted.
However, the reporting of a violation will not excuse the violation itself.
Scope
This Code supplements but does not supersede, change or alter the existing Company policies
and procedures already in place as stated in the Policies and Procedures Manual and communicated to
Company employees. Certain policies referred to herein are contained in their entirety in the
Policies and Procedures Manual.
No Company policy can provide definitive answers to all questions. If employees have
questions regarding any of the goals, or standards discussed or policies referenced in this Code
they should discuss their questions with their supervisor.
Any waivers of this Code may be made only by the Board of Directors or a Board committee to
which such responsibility has been delegated, and any waivers for executive officers or directors
must be promptly disclosed to
the Company’s shareholders and disclosed on Form 8-K filed with the
Securities and Exchange Commission.
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