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 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:
Examples of transfers made “directly or indirectly” include:
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:
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
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.
In each instance involving a Government official:
POLITICAL & CHARITABLE CONTRIBUTIONS
Any contribution of the Company’s funds or other assets for political or 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 taking part in lawful political activities or making charitable contributions on their own behalf. However, officers and employees of the Company 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. 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.
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.