Last Updated: February 13, 2020
Tanium Inc. and its worldwide subsidiaries (collectively, the “Company”) are committed to promoting the highest standards of ethical business conduct and ensuring compliance with all applicable laws, rules, and regulations. As part of this commitment, the Company expects all employees, contractors, consultants, partners, distributors, resellers, and other agents of the Company (collectively “Company Representatives”) to comply with the Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act, other anti-bribery laws, local laws, this policy, and any procedures developed by management to implement this policy.
Company Representatives are prohibited from, directly or indirectly, paying, authorizing, making, offering, promising, requesting, receiving or accepting money or Anything of value to or from a Government official or other individual or entity for an Improper purpose. As described below, this prohibition includes more than just obvious bribes and kickbacks.
For the purpose of this policy:
“Government official” includes:
- any official or employee of a government, including any political party, administrative agency, or government-owned business;
- any person acting in an official capacity on behalf of a government entity;
- employees or agents of a business which is owned or controlled by a government, including state owned or controlled universities, hospitals, utilities and other entities;
- any person or firm employed by or acting for or on behalf of any government;
- officers or employees of a public international organization (such as the United Nations, World Bank or the European Union);
- any political party official, employee or agent of a political party, or candidate for political office (or political party position); and
- any family member or other representative of any of the above.
Any doubts about whether a particular person is a Government official should be resolved by assuming that the individual involved is a Government official for purposes of this policy.
“Anything of value” includes money and monetary equivalents (such as gambling chips and gift cards), entertainment, accommodations, gifts and any other benefit. No minimum or threshold amount constitutes a bribe – anything of value, whatever the amount, is sufficient to trigger a violation of this policy.
“Improper purpose” includes, regardless of the intent of the payer:
- influencing a decision by a recipient to the benefit of the payer or the payer’s employer, for example, awarding or renewing a contract or failing to impose a penalty;
- inducing a recipient to use his or her influence to affect a decision by someone else for the benefit of the payer or the payer’s employer;
- compromising the recipient’s objectivity in making a business decision;
- rewarding an improper business decision that has already been made; or
- seeking any other form of preferential treatment.
Examples of transfers made “directly or indirectly” include:
- payments made directly to a Government official;
- payments or gifts to third parties where the payer knows or has reason to know that at least a portion of the payment or gift is likely to be offered by the third party to a Government official;
- payments made by third parties acting on the Company’s behalf; and
- acts “in furtherance of” an Improper purpose, such as arranging for funds to be available for payment.
As guidance to businesses that seek to comply with anti-corruption laws while selling products and services, government enforcement agencies have identified “red flag” situations where caution should be used. Company Representatives should be on the lookout for such red flags while conducting sales efforts or interacting with any third parties who may act on the Company’s behalf, including resellers and distributors. Examples of red flags include:
- payments in a country with a history or reputation for corruption, see, e.g., Transparency International’s Corruption Index;
- refusal to provide a certification of compliance with the FCPA;
- unusual payment patterns or requests, including payments to third parties, in cash, and payments made to bank accounts outside the country;
- representations or boasting about influence or connections;
- use of a shell or holding company that obscures ownership without credible explanation;
- accusations of improper business practices (media reports, );
- family or business relationship with the government or a Government official;
- requests for payments “up front” or statements that a particular amount of money is needed to “get the business,” “make the necessary arrangements,” or similar expressions;
- unusually high commissions, agents’ fees, or payments for goods or services;
- apparent lack of qualifications or resources;
- whether the representative or partner has been recommended by an official of the potential government customer;
- insolvency or significant financial difficulties;
- requests to work without a contract;
- requests for payment or reimbursement of exorbitant travel and entertainment expenses or gifts for foreign officials;
- requests to be able to make agreements without the Company’s approval; and
- requests that agreements or communications be kept secret.
Any red flags must promptly be brought to the attention of a manager-level employee of the Company or by sending an email to [email protected]. Failure to do so is considered a violation of this policy.
GIFTS, ENTERTAINMENT, TRAVEL & PROMOTIONAL EXPENDITURES FOR GOVERNMENT OFFICIALS
Significant legal restrictions apply with regard to providing gifts, entertainment, travel and promotional expenditures related to Government officials. Company Representatives must ensure they fully understand all such restrictions and associated policies and procedures.
The Company’s general policy is to not provide Anything of value to a Government official, including meals and entertainment.
Any gift, entertainment, travel or promotional expense which is intended to induce a Government official to misuse their position, or for any other Improper purpose, is prohibited.
Avoid even the appearance of impropriety. Any expenditure that might otherwise prove embarrassing for the Company, even if not intended to be for an Improper purpose, is prohibited.
In unique circumstances, these types of expenses may be approved if (1) they have a valid business purpose, (2) they are reasonable, customary, and appropriate under United States and local law, and (3) the Company Representatives has obtained prior written authorization from [email protected] for any such proposed expenses.
Any contribution of the Company’s funds or other assets for charitable purposes in or outside the United States must be approved in advance by the CEO. This does not prevent the Company’s employees from making charitable contributions on their own behalf so long as such contributions are otherwise in compliance with this policy (e.g., not for an Improper purpose).
Even where not intended for an Improper purpose, political contributions by the Company to United States federal, state, or local candidates may be prohibited or regulated under United States election laws. In addition, contributions by the Company to candidates in other countries may be prohibited or regulated by local law. Accordingly, any contribution of the Company’s funds or other assets for political purposes in or outside the United States must be approved in advance by the CEO.
Subject to the exceptions in the following paragraph, the Company’s employees are not prohibited from taking part in lawful political activities or making political contributions on their own behalf without any direct or indirect reimbursement for such contributions from the Company. However, employees may not engage in personal political activities during their working hours or use Company resources (including postage, computers, telephones, PDAs, copiers, email accounts, or office supplies and materials) for their personal political activities. Additionally, when taking part in any such political activities or making any personal political contributions, employees of the Company must make clear that their personal activities are not on the Company’s behalf, must ensure they engage in any political activities and make such personal contributions in compliance with applicable law, and must never give or offer, directly or indirectly, money or Anything of value (including goods or services) to any political party, party official, candidate for political office, or charitable organization of any country to influence or reward any governmental act or decision or for any other Improper purpose.
Some state and local laws, known as “pay to play” laws, require the Company to report political contributions made by certain employees when the Company enters into a contract with the state or local government, or may even prohibit the Company from entering into such government contracts if such personal contributions have been made. To avoid any adverse consequences for the Company under such laws, the Company’s officers and any of the Company’s employees who are engaged in soliciting business or negotiating contracts with state or local governments or quasi-governmental agencies must obtain approval from the Company prior to making any personal political contributions to a U.S. or foreign state or local candidate or officeholder or committee. The Company recognizes that this may impede personal political activities and will approve the making of such contributions whenever possible, but must protect its ability to enter into contracts with state and local governments. Employees in the group identified above must send a request to [email protected] at least one week before making any such contribution and will receive an email indicating whether or not they may make the contribution. Personal contributions to federal candidates do not need to be approved.
BOOKS AND RECORDS
All Company Representatives must document and submit accurate records of all transactions, including any allowed gifts, entertainment, travel and promotional expenditures, and assist in ensuring that the Company’s books and records accurately and fairly reflect, with appropriate detail, all transactions, expenses, or other dispositions of assets. To that end, all Company Representatives are prohibited from falsifying, omitting, or obfuscating any business or accounting record and must truthfully report and record all dispositions of assets. Undisclosed or unrecorded funds or assets—for any purpose—are prohibited.
REPORTING AND ADDRESSING BREACHES OF THIS POLICY
Compliance with this policy is, first and foremost, the individual responsibility of every Company Representative. All Company Representatives must report, in person or in writing, any known or suspected violations of this policy to a manager-level employee of the Company or by sending an email to [email protected]. Additionally, all Company Representative may email [email protected] with questions or concerns about this policy. The Company will not allow any retaliation against any Company Representative who acts in good faith in reporting any violation of this policy. The Company will promptly investigate reported violations and will determine an appropriate response, including corrective action and preventative measures, and will involve the Chair of the Audit Committee of the Board of Directors and/or the Chief Executive Officer or other officers of the Company when required. The Company reserves the right to determine, in its own discretion and on the basis of the information available to it, whether this policy has been violated. All reports will be treated confidentially to the extent possible.
TRAINING, CERTIFICATION AND ENFORCEMENT
From time to time, Company Representatives may be required to complete FCPA and anti-corruption training and sign a certification acknowledging commitment to, full understanding of, and compliance with this policy. The acknowledgment statement shall be made a part of the records of each such Company Representative. Any Company Representative who violates this policy or who falsifies or fails to make any certification required under this policy may be subject to disciplinary action, up to and including termination of employment or termination of the business relationship with the Company. Additionally, the FCPA imposes severe criminal penalties for any violation. A company can be fined up to U.S. $2 million per violation. Individuals can be imprisoned for up to five years and fined up to U.S. $100,000 per violation and/or incur civil penalties of up to U.S. $10,000 per violation. The Company cannot pay fines imposed on individuals.
The Company reserves the right to amend this policy or adopt such other policies and procedures as the Company considers appropriate in order to carry out the purposes of this policy.