All employees, officers, and board members of Topia Inc. are required to understand and follow the Code of Conduct (the “Code”). Failure to do so may result in disciplinary action, including termination of your relationship with Topia. We also expect Topia partners, contractors, consultants and others who may perform work or services for Topia to follow the Code to the full extent that it applies to their work with Topia.
ROLE OF MANAGERS
Managers play an important role in our business and supporting our values. Managers are required to ensure that individuals on their team understand and comply with the Code and Topia’s other corporate policies and guidelines. Managers at all levels lead by example and play a vital role in answering any questions or resolving/escalating matters appropriately. In addition, certain policies and guidelines require managers to proactively review and approve employee activities. Managers are expected to bring all matters relating to compliance with the Code to the attention of the People & Culture Department (email@example.com).
THE CODE AND THE LAW
Because Topia is a global company, we are subject to the laws of many countries and jurisdictions. You should be aware and comply with all applicable laws. Although the spirit of these laws is straightforward, their application to particular situations can be complex. Topia’s policies and guidelines are intended to help navigate these laws. In some instances, the Code and other corporate policies and guidelines might go beyond the requirements of applicable laws, rules and regulations. However, if a provision of the Code or another corporate policy or guideline conflicts with applicable law, the law supersedes the Code. We are expected to maintain a general understanding of the topics covered by the Code and identify any potential issues to People & Culture or your managers.
Compliance is an individual responsibility. If you are uncertain what laws, rules and regulations apply to you or what course of action to take, consult the People & Culture Department before proceeding.
Treat Others with Dignity and Respect
Our mission is to break down barriers between people and places so companies and individuals can work everywhere. We are an equal opportunity employer, committed to equal opportunities for all employees and applicants. We are committed to creating an environment in which individual differences and the contributions of all of our staff are recognized and celebrated. Our team is entitled to a working environment that promotes dignity and respect – we do not tolerate any form of harassment, retaliation, or bullying.
Drugs and Alcohol
The use of recreational, illegal drugs, and/or alcohol misuse by employees is inconsistent with Topia’s commitment to maintain a safe, healthy, and productive work environment and a drug-free workplace. Illegal drugs include controlled substances that are not being used or possessed under the supervision of a doctor or other licensed health care professional.
Human Rights and Dignity
Topia respects the protection of internationally proclaimed human rights. Topia is committed to upholding the fundamental human rights of our fellow employees, and we expect our vendors, partners, and others who provide services on Topia’s behalf to adhere to the same high standards. This means that Topia does not condone child or forced labor and prohibits unlawful discrimination.
Act Honestly, Ethically and Lawfully
Avoid Conflicts of Interest
You have an obligation to always do what’s best for Topia. If your private interest interferes, or appears to interfere, in any way with the interests of Topia, that is a conflict of interest. You should avoid even the appearance of conflicts of interest.
Below is guidance in a few areas where conflicts of interest can arise. For any situation that may be a potential conflict of interest, seek guidance from your manager and/or People & Culture. Keep in mind that as circumstances change, a situation that previously didn’t present a conflict of interest might become one.
Avoid making personal investments in outside companies that are Topia competitors, customers, vendors, or business partners, which can easily create, or appear to create, a conflict of interest with Topia. A less than 1% interest in a public company is generally not an issue.
Outside Employment, Advisory Roles, Board Seats and Starting Your Own Business
Accepting employment, advisory positions, or board seats with Topia competitors, customers, vendors, or business partners could, or could appear to, influence our judgment in a way that could harm Topia. Notify your manager and seek approval from People & Culture before accepting or engaging in any of these opportunities. You should not start a business that competes with Topia’s current or foreseeable future business, affects your ability to do your job at Topia, or uses Topia confidential or proprietary information or resources without appropriate written approval.
In addition to this Code, you have additional obligations to Topia under any invention assignment and confidentiality agreements you may have in place with Topia.
Business Opportunities Found Through Work
Business opportunities discovered through your work with Topia belong to Topia. Additionally, you may not compete with Topia directly or indirectly. We’re all expected to lawfully advance Topia’s interests.
Developing or helping to develop inventions outside of Topia that (i) relate to Topia’s existing or reasonably anticipated products or services; (ii) relate to your position at Topia; or (iii) are developed using Topia confidential or proprietary information or resources likely create conflicts of interest. Refer to your invention assignment or employment agreements you may have with Topia for additional obligations.
Friends and Relatives; Coworker Relationships
Avoid participating in a Topia business situation in which you are hiring, managing, supervising, or conducting business with a relative, spouse, or significant other, or any other individual who could impair your objectivity. Romantic relationships between coworkers can, depending on the work roles and respective positions of the coworkers involved, create an appearance of a conflict of interest.
Use of Topia Products and Services
You should not use Topia products, services or information in a way that improperly benefits you or your friends and relatives.
Endorsements and Political Activity on Topia’s Behalf
Associating Topia with, or indicating Topia endorsement for, any civic, non-governmental, religious, political, or professional association without approval from Topia is strictly prohibited. Additionally, speaking on public issues or making a political campaign contribution as a representative of Topia without its consent is not permitted. You are free to contribute to and endorse political campaigns or activities in your personal capacity. You are required to obtain approval from People & Culture for any Topia business activity that involves lobbying, or communication with, any member or employee of a legislative body, including legislators and their staffs and senior executive branch officials. This includes retaining third parties to act on our behalf.
Accepting Gifts, Entertainment and Other Business Courtesies
Accepting gifts, entertainment and other business courtesies from a competitor, customer, vendor or business partner often creates the appearance of a conflict of interest, especially if the item is lavish. Generally, acceptance of inexpensive “token” non-cash gifts is permissible. In addition, infrequent and moderate business meals and entertainment with outside companies can be appropriate aspects of many Topia business relationships, provided they aren’t excessive and don’t create the appearance of impropriety. Before accepting any gift or courtesy, employees should consult the Topia Atlas and be aware that you may need to obtain manager or People & Culture approval.
Conduct Business Fairly, Openly and Responsibly
Topia expects the merits of its people, products, and services to speak for it. Topia does not condone, support or tolerate behavior that compromises its ability to compete fairly on the basis of merit.
Be Honest and Trustworthy in Your Dealings with Others, Including Customers, Partners, and Vendors
We are passionate about our customers and products. To establish and maintain strong long lasting relationships, we must act with integrity and be honest and trustworthy in all of our dealings with customers, partners, vendors, and other third parties. While involved in proposals, bids, or contract negotiations, we must communicate honestly. We must only enter into agreements on behalf of Topia that contain terms Topia can honor. We should never take advantage of others through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.
Comply with Antitrust and Competition Laws
You must fully understand and comply with all applicable antitrust and competition laws and any Topia policies, guidelines, or rules of engagement that address these laws. Certain conduct is absolutely prohibited under these laws and could result in severe penalties for Topia, not to mention your possible imprisonment. These include price fixing, bid rigging, colluding with competitors, or abusing market power. As a global company, be mindful that the laws of other countries might further restrict competitive activity.
Examples of prohibited conduct under Antitrust and Competition Laws:
- Agreeing with competitors about prices
- Agreeing with competitors to rig bids or to allocate customers or markets
- Agreeing with competitors to boycott a supplier or customer
- Sharing competitively sensitive information (e.g., prices, costs, market distribution, etc.) with competitors
- Entering into a business arrangement or pursuing a strategy with the sole purpose of harming a competitor
Respect Competitors and Former Employers
Topia competes vigorously, but fairly, and respects its competitors. We hold our competitors to the same standards of integrity and fair competition. We don’t want, nor will we use, confidential information from our competitors or our employees’ former employers. We may use any publicly available information about competitors or other companies, but we may not unlawfully acquire or misuse their trade secrets or other confidential information. If you come into possession of a third party’s confidential information without their consent, contact People & Culture immediately. You are also expected to comply with any continuing obligations to a former employer, which may include restrictions on soliciting former colleagues to work at Topia.
Follow Trade Control and Anti-Boycott Laws
U.S. and international trade laws control where Topia can send or receive its products and/or services. The U.S. and other countries restrict the export (and in some cases, import) of goods, software, and technology such as encryption technologies that could have military or other applications and pose a threat to the interests of the country restricting the export. Additionally, the U.S. government restricts exports of nearly all goods and technology to certain countries and specified persons or organizations. If you are involved in sending or making available Topia software, services or any form of technical data from one country to another, work with your manager to be sure that the transaction stays within the bounds of applicable laws. This is a complex and technical area. Always seek help if you have any questions about export controls matters.
- What is an unlawful export under U.S. laws?
- What constitutes an unlawful “export” can include but is not limited to:
- Exposing or allowing access by a non-U.S. national on a “Denied Persons” list or in an embargoed country to U.S. technical data, regardless in what country the exposure occurred
- Permitting the download of software from the U.S. into an embargoed country
- Transporting technical data or software on your laptop, or tools or equipment in your luggage to an embargoed country
- Which countries, entities or persons is Topia prohibited from exporting products under U.S. export laws?
- The U.S. government maintains a number of embargoes and sanctions programs against countries, entities and persons. As of 1 May 2019, U.S. law prohibits exports to: Crimea Region of Ukraine, Cuba, Iran, North Korea, Syria.
There are also targeted sanctions against certain countries and lists of prohibited persons and entities to whom Topia cannot export. These U.S. lists can be found at: https://www.trade.gov/consolidated-screening-list. The U.S. government will also impose restrictions on certain types of goods or services to countries not on the banned lists.
In addition to U.S. sanctions, as a global company, Topia may be required to comply with sanctions levied by other applicable jurisdictions.
Topia complies with U.S. anti-boycott laws. These laws discourage or, in some specific cases, prohibit U.S. companies and their subsidiaries from participating in international boycotts that the U.S. government does not support. Complying with the U.S. anti-boycott laws protects Topia from being used to implement foreign policies of other nations, which run counter to U.S. policy.
Advertise and Market Truthfully
Truthfulness is an important component of maintaining integrity. We have a legal and ethical responsibility to ensure that all of our advertising is truthful and not deceptive. We must market Topia’s products and services based on their merits and have substantiation for any public statements we make. This is not only required by law but is something we owe to our customers, prospective customers and others.
Comply with the Anti-Bribery Laws
Like all global businesses, Topia is subject to domestic and international laws that prohibit bribery. The rule is simple – don’t bribe anybody, anytime, for any reason. Also remember that cultural “norms” are never an excuse. Be careful when giving gifts or paying for meals, entertainment or other business courtesies on behalf of Topia. Avoid the possibility that the gift, entertainment, or other business courtesy could be perceived as a bribe by providing such courtesies infrequently and keeping their value moderate. Never give cash or cash equivalent gifts (e.g., gift cards), or lavish gifts or courtesies. Any gift, entertainment, or courtesy must be directly related to a legitimate business purpose, such as discussing or educating the third party about Topia or its products or services. Consult Topia’s Gift and Entertainment Policy before providing any business courtesies and contact People & Culture if you have any questions.
Interacting with Government Officials
Offering gifts, entertainment, or other business courtesies that could be perceived as bribes becomes especially problematic when interacting with a government official. The definition of “government official” is broad and includes any government employee, candidate for public office, or employee of government owned or controlled companies, public international organizations, or political parties. This not only includes traditional gifts, but also things like meals, travel, entertainment, political or charitable contributions, and job offers for government officials’ relatives. By contrast, it may be permissible to make infrequent and moderate expenditures for gifts and business entertainment for government officials that are directly tied to promoting our products or services (e.g., providing a modest meal at a day-long demonstration of Topia products), assuming they are permitted under local law and the official’s internal corporate policies. Payment of such expenses may require pre-approval under Topia’s Gift and Entertainment Policy. Before giving any gifts or business courtesies to a government official, carefully review the requirements set forth in Topia’s Gift and Entertainment Policy, and obtain any required pre-approvals. If after consulting the Policy you aren’t sure what to do, contact People & Culture.
The U.S. has strict rules that severely limit the ability of a company or its employees to give gifts or business courtesies to a U.S. federal, state or local government official, and limit the official’s ability to accept such gifts. This includes gifts or courtesies to members, officers, and employees of the U.S. Senate and House of Representatives, as well as to employees of the U.S. executive and judicial branches. U.S. state and local government officials are also subject to legal restrictions.
Recording Gifts and Expenditures
Under the anti-bribery laws, we also have a legal duty to maintain accurate books and records. Each of us is required to accurately and completely describe all expenditures and should never mischaracterize the nature or the amount of a transaction.
Choose Partners with High Ethical Standards
Topia’s consultants, partners, and other third parties may at times represent Topia and their actions may be attributed to Topia. We must make sure their conduct properly represents Topia and our standards and values. Before engaging such third parties, conduct careful and proper due diligence.
Comply with Money-Laundering Laws
Money laundering is an attempt by individuals or organizations to hide or disguise the proceeds of criminal activity through a series of otherwise legitimate business transactions. Topia does not tolerate the misuse of its systems as a vehicle to launder proceeds from improper activities. Topia forbids knowingly engaging in transactions that facilitate money laundering or result in unlawful diversion.
Comply with Other Laws
Periodically, Topia may become subject to other local, state, federal or foreign rules, regulations and laws.
In line with our culture of radical collaboration, Topia believes that the more you know about the company’s goals, strategies, and initiatives, the more you are able to contribute to Topia’s success. You are also expected to protect the confidential information of Topia or any third party. Company information that leaks to the press or to competitors can hurt our product launches, eliminate our competitive advantage, weaken customer loyalty, damage our reputation, and prove costly in many other ways.
Topia’s “confidential information” includes financial, product, employee and customer information, such as:
- Financial results and metrics;
- Personnel records, personally identifying information of employees;
- Names and lists of customers and partners;
- Contracts or proposals related to nonpublic business plans;
- Product plans, roadmaps and designs;
- Marketing strategies;
- Pricing policies;
- Proprietary source code;
- Information concerning potential or future mergers, acquisitions or divestitures;
- Internal email and other communications;
- Information concerning litigation matters and government inquiries and investigations; and
- Strategic initiatives and plans.
At times, a particular project or negotiation may require disclosure of confidential information to another party. Disclosure of this information should be on a “need-to-know” basis and only under a non-disclosure agreement.
Be mindful of inadvertent disclosures as well. For example, if you take any pictures or video or audio recordings in the office, it is up to you to be sure that those pictures and recordings don’t inadvertently capture confidential information. In some cases, those recordings may even be unlawful. Be thoughtful about what you make visible to others on whiteboards, computers, laptops, or at your desk.
Some of us will find ourselves having family or other personal relationships with people employed by Topia’s competitors, customers or business partners. Don’t tell friends, significant others, neighbors or family members anything confidential, and don’t solicit confidential information from them about their companies.
Q. How do I keep information confidential?
A. Don’t disclose confidential information outside of Topia without authorization and proper protections in place, such as a non-disclosure agreement and confidence in the reliability of the receiving party to maintain confidentiality. Your responsibilities extend beyond not disclosing confidential Topia material – you must also:
- Properly secure, label and (when appropriate) dispose of confidential Topia material
- Safeguard confidential information that you receive from others under non-disclosure agreements
- Take steps to keep trade secrets and other confidential intellectual property secret
- Only accept as much confidential information from third parties as you need to accomplish your business objectives, even after a non-disclosure agreement is signed
- Confirm that all such information is properly used and returned when appropriate
Government, Law Enforcement and Regulatory Inquiries and Investigations
Immediately consult with People & Culture if a government or law enforcement officer or regulator requests any disclosure about Topia or its business activities. You are expected to work with People & Culture in responding to requests by government and law enforcement officers and regulatory authorities to ensure appropriate responses and to avoid inappropriate disclosure of attorney-client privileged materials, trade secret information, or other confidential information. This is not intended to prevent us from disclosing information to a government or law enforcement agency where we have a reason to believe that the information discloses a violation of, or noncompliance with, a state, federal, or local statute or regulation.
Protect and Respect Topia’s Assets
At Topia, we are committed to protecting the company’s assets. Our ability to do so depends on how well we conserve company resources and the steps we take to protect them.
Topia’s intellectual property rights (e.g., patents, trademarks, logos, copyrights, trade secrets and “know-how”) are among our most valuable assets and provide Topia with a competitive advantage. Unauthorized use can lead to loss of value and may be catastrophic to our business. Report any suspected misuse of trademarks, logos or other Topia intellectual property to People & Culture. Likewise, respect the intellectual property rights of others. Inappropriate use of others’ intellectual property may expose Topia and you to criminal and civil liability. Seek advice from People & Culture before soliciting, accepting or using proprietary information from others or letting others use or access Topia proprietary information. You must also check with People & Culture before developing a product that uses content that does not belong to Topia, such as open-source software and third party components.
Topia Equipment, Facilities and other Resources and Amenities
Topia provides the tools, equipment, and amenities to do your job effectively, and you are counted on to be responsible and not wasteful. Topia funds, equipment, and other physical assets are not to be used for purely personal use. Amenities, such as complimentary food and beverages, are provided for our benefit during hours of service to Topia. Additionally, Internet use that is not strictly company-related during business hours should be minimal. For questions, ask your manager or People & Culture. Topia is also committed to sustainable business practices, which includes complying with all applicable environmental laws and regulations, promoting the sustainable use of resources and minimizing waste.
Audit and Supervision
While Topia respects employee privacy, you should not assume that your computer, tablet, mobile device, or telephone equipment that accesses the Topia network or is used in conducting Topia business, or anything stored on other electronic facilities are private or confidential. Subject to local laws and under the guidance of People & Culture, Topia may monitor, search and review such items and your desk and other items stored on Topia’s premises where there is a business need such as protecting employees and customers, maintaining the security of resources and property, or investigating suspected misconduct. Topia may be required by law (e.g., in response to a subpoena or warrant) to monitor, access and disclose the contents of corporate email, voicemail, computer files and other materials on our electronic facilities or on our premises.
Additionally, in order to protect its employees, assets and business interests, Topia may ask to search our personal property, including satchels and bags, located on or being removed from Topia locations. You are expected to cooperate with all such requests. You, however, should not access another employee’s workspace, including email and electronic files, without prior approval from People & Culture. If you leave Topia for any reason, you must return all Topia assets, such as documents and media, which contain Topia proprietary or confidential information, and you may not disclose or use that information. Also, Topia’s ownership of intellectual property, which you created as a Topia employee, continues after you leave Topia. Topia has and will continue to take every step necessary, including legal measures, to protect its assets.
Topia’s communication facilities (which include both our on-premise and cloud-based networks and the hardware that uses it, like computers and mobile devices) are a critical aspect of our company’s property, both physical and intellectual. Be sure to follow our IT-related policies. If you have any reason to believe that our network security has been compromised, immediately report the incident to firstname.lastname@example.org. Examples include losing your laptop or other device that accesses our network or believing that your network password may have been compromised.
You should take all reasonable steps to protect against loss or theft of any company assets or personal belongings.
Ensure Financial Integrity and Personal Responsibility
Financial integrity, fiscal responsibility and accurate reporting of our financial results and condition are core aspects of corporate professionalism and mandated by law. Each person at Topia – not just those in Finance – has a role in making sure that money is appropriately spent, financial records are complete and accurate, and internal controls are honored. This matters every time we hire a new vendor, record an expense, enter into a new business contract, or enter into any transactions on Topia’s behalf.
The core concepts below are the foundation of our financial integrity and fiscal responsibility:
Spending Topia’s Money
When spending money on Topia’s behalf, make sure that the cost is reasonable, directly related to company business and supported by appropriate documentation. Always record the business purpose (e.g., if you take someone out to dinner at Topia’s expense, always record in the company’s expense reimbursement tool the full names and titles of the people who attended as well as the business purpose of the dinner) and comply with other submission requirements. If you’re uncertain about whether you should spend money or submit an expense for reimbursement, check with your manager. Managers are responsible for all money spent and expenses incurred by their direct reports, and should carefully review such spend and expenses before approving. Consult our Travel and Expense Policy and Gift and Entertainment Policy for additional guidance.
Entering into Contracts
Each time we enter into a business transaction on Topia’s behalf, there should be sufficient documentation to reflect that it has been approved by Legal/Contracts and the responsible business owner supporting the arrangement.
All contracts at Topia should be in writing and should contain all of the relevant terms to which the parties are agreeing. Topia does not permit any other types of agreements, including oral agreements or “side agreements.” Be mindful that other persons and organizations may construe our actions to be authoritative and binding on Topia, so you must be sure to avoid making commitments and representations outside of written agreements.
Whenever you enter into transactions with suppliers of goods and services, you should strive for the best possible terms for Topia. This almost always requires that you solicit competing bids to make sure that we are getting the best offer. While price is very important, quality, service, reliability, and the terms and conditions of the proposed transaction may also affect the final decision. Performing due diligence on suppliers is important and expected.
Retaining Business Records
It’s important that you appropriately manage your business records. In fact, various laws require that we keep certain records for minimum periods of time. It is equally important to know when to periodically dispose of documents that are no longer useful or do not need to be retained. In addition, if asked by People & Culture or a member of the Leadership team to retain records relevant to a litigation, audit, or investigation, it is critical that you do so until People & Culture informs you that retention is no longer necessary.
What if I have a Code or policy-related question or concern?
A: If you have a question or concern about the Code, any other corporate policies or a law or regulation, contact People & Culture.
If you observe behavior that concerns you, or that may represent a violation of our Code, a corporate policy, or a law or regulation, you have several options for raising issues and concerns. You can contact any of the following:
- Your manager
- Any member of the Leadership team
- Chief Executive Officer
- People & Culture team
We must all ensure prompt and consistent action against violations of our Code. However, in some situations it is difficult to know if a violation has occurred. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:
- Make sure you have all the facts. To reach the right solutions, you must be as fully informed as possible.
- Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use good judgment and common sense − if something seems unethical or improper, it probably is.
- Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.
- Discuss the problem with your manager. This is the basic guidance for all situations. In many cases, your manager will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your manager’s responsibility to help solve problems, which often will include escalating any issues to People & Culture.
- Seek help from Topia resources. In the rare case where it may not be appropriate to discuss an issue with your manager, or where you do not feel comfortable approaching your manager with your question, discuss it with People & Culture.
- Always ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act.
Topia prohibits retaliation against any employee who in good faith reports or participates in an investigation of a possible violation of our Code. If you believe you are being retaliated against, contact any of the available resources listed above in this section. Topia will promptly investigate any suspected violations of the Code. You are expected to cooperate truthfully and responsively in internal investigations of misconduct. Intentionally misleading Topia is a violation of trust between you and Topia, and is a violation of the Code and in some cases, the law.
Topia will take prompt and appropriate action against those who violate the Code. Disciplinary actions may include oral or written reprimand, suspension or immediate termination of employment or business relationship, or any other disciplinary action. Topia will strive to enforce the Code in a consistent manner while accounting for all relevant information. Certain violations of this Code may also be subject to civil or criminal prosecution by governmental authorities and others. Where laws have been violated, Topia will report violators to the appropriate authorities.
Waivers and Amendments
Any exceptions to the Code must be compelling and approved in advance by Topia’s Chief People Officer or Chief Executive Officer. For board members and officers, material exceptions to compliance with the Code may require written approval by Topia’s board of directors.
For others, material exceptions require review by Topia’s Chief People Officer or Chief Executive Officer and approval in writing in accordance with appropriate policy.
We are committed to regularly reviewing and updating our policies and procedures, including the Code. Any amendments to the Code will be posted on our website.
Policies and Guidelines
The Code does not address all workplace conduct. Topia maintains additional policies and guidelines that may provide further guidance on matters covered by the Code or address conduct not covered by the Code.
It’s impossible to spell out every possible ethical scenario you might face. Instead, we rely on one another’s good judgment to do the right thing and uphold a high standard of integrity for our company and ourselves. Topia expects us to be guided by both the letter and the spirit of the Code. Sometimes, identifying the right thing to do isn’t an easy call. If you aren’t sure, don’t be afraid to ask questions of your manager, a member of the Leadership team, or People & Culture.
Remember . . . if you see something that you think isn’t right, speak up.