Vonage Code of Conduct
Vonage Code of Conduct
Responsibility – Opportunity – Integrity
Our Code of Conduct (sometimes referred to as the “Code”) supports our core ethical values and sets forth the ethical and legal principles we believe are necessary to conduct our business with integrity. As a Vonage employee, you are responsible for using these principles to guide your decision making in the performance of your job. Compliance with our Code of Conduct is a condition of employment.
Core Ethical Values
Our Company’s reputation as a good corporate citizen is driven primarily by our commitment to conduct our business ethically and with integrity. Our core ethical values highlight this commitment by requiring that each of our employees:
Code of Conduct Structure
Our Code of Conduct is divided into the following seven parts:
I. General Administrative Matters Related to Our Code of Conduct
II. Compliance with All Applicable Laws
III. How We Treat Each Other
IV. How We Treat Customers
V. How We Treat Company Assets
VI. How U.S. and International Laws Affect Our Business
VII. How We Treat Others
Who Must Follow the Vonage Code of Conduct
All employees must read, follow, and support our Code of Conduct. It applies to all officers and members of the Board of Directors of Vonage Holdings Corp. and its subsidiaries (collectively referred to as the “Company” or “Vonage”). We also expect that our Code of Conduct governs the behavior of others representing the Company such as temporary service workers, agents, consultants, vendors and independent contractors.
Code of Conduct Exceptions
Any executive officer or director who seeks an exception to any of the policies contained in this Code of Conduct should contact the Chief Legal Officer. Any waiver of this Code for executive officers or directors or any change to this Code that applies to executive officers or directors may be made only by the Board of Directors of the Company and will be disclosed as required by law or NYSE regulation.
Vonage will develop a Compliance Plan to support the implementation and ongoing administration of the Code of Conduct as well as other policies and guidelines key to conducting our business in an ethical and legal manner.
One of the most important responsibilities each of us has as a Vonage employee is the obligation to support our Code of Conduct by reporting possible violations of it or other Company policies or guidelines. Sometimes it may be difficult to raise a concern about a possible violation. However, each employee has a responsibility to the Company as a whole, our fellow employees, our customers, our stockholders and the communities in which we operate not to remain silent.
The Company offers you many ways to get answers regarding our Code of Conduct. You may send your inquiry to firstname.lastname@example.org or you may discuss such matters with:
Generally, your supervisor or manager will be in the best position to answer questions or to quickly resolve issues involving our Code of Conduct. If, after asking a question or raising a concern the issue is not resolved, or you would like to address an issue anonymously, raise it with the contacts listed below:
Website: www.MySafeWorkplace.com. Phone: 1-800-461-9330 (Hotline)
As you can see, there are many ways to get answers or raise concerns. You may raise your concern by speaking to someone or you may raise your concern in writing, or if you prefer, you may do it anonymously. The whole idea is to speak up. Ask questions. Get answers. Bring your questions or concerns into the open so that they may be resolved quickly. Early identification and resolution are critical to preventing more serious harm.
Investigations and Discipline
Vonage views alleged violations of Code of Conduct seriously and will take action to investigate such allegations to determine if a violation has occurred. Based upon its findings, the Company will take immediate and corrective action if appropriate. Any employee found to have engaged in a violation of Vonage’s Code of Conduct will be subject to discipline, up to and including termination. Immediate and appropriate steps will also be taken if any non-employee (such as an agent, vendor, supplier, independent contractor or consultant) is found to have engaged in an activity that violates our Code of Conduct. The Company expects every employee to fully cooperate with any investigation into an alleged violation of our Code of Conduct. Failure to cooperate, failure to be truthful, or an attempt to impede an internal investigation may lead to disciplinary action, up to and including termination. Disciplinary action may also be taken against supervisors or other employees who condone, permit, or fail to report any violation of Vonage’s Code of Conduct.
Confidentiality, Retaliation, and False Reports
To the fullest extent possible and consistent with the need for a thorough investigation, the Company strives to keep confidential reports of violations or suspected violations of the Code of Conduct. Retaliation against an employee who, in good faith, reports a suspected violation is strictly prohibited. Purposely making false reports is a violation of the Code of Conduct and, accordingly, any employee found to have engaged in this type of activity may be subject to disciplinary action, up to and including termination. A complaint may arise out of a misunderstanding, or a mistaken belief of the facts, yet it may still be brought in good faith. However, the complaint system is not to be used to pursue personal vendettas having no basis in fact, or in an attempt to shield oneself from discipline for poor performance or conduct.
Other Policies and Guidelines
In addition to our Code of Conduct, the Company and, where necessary, individual departments/business units have developed specific policies and guidelines to address particular compliance requirements or operational and management practices. You are responsible for becoming familiar with all policies and guidelines that affect your work, including the following policy related to contracts and agreements.
Contracts and Agreements
As a Vonage employee, you may not represent yourself to any third party as having any authority to represent Vonage outside the scope of your express job function and authority. Under no circumstances may you bind, commit or obligate the Company to any third party or engage in written communications or actions which would reasonably infer an agreement or obligation (including, without limitation, through contracts, emails and letters), other than in accordance with the Global Contract Approval Policy and Delegation of Authority Policy. These policies provide specific approval and signature processes with respect to all third party transactions. Direct any questions regarding these policies to the Law Department. Failure to follow this policy may lead to disciplinary action up to and including termination.
II. COMPLIANCE WITH ALL APPLICABLE LAWS
The Company requires that employees, officers and directors and anyone else who provide service to the Company comply with all laws, rules and regulations applicable to the Company wherever it does business. You are expected to use good judgment and common sense in seeking to comply with such laws, rules and regulations and to ask for advice when you are uncertain about them.
As Vonage continues its international expansion, our operations become subject to more and more laws of foreign jurisdictions. An important challenge for all of us is to understand how these laws may apply to our operations. Vonage Holdings Corp., the parent company, is a corporation organized in the United States. The laws of the United States frequently extend to the operations of Vonage and its affiliates throughout the world as well as to the business activities of Vonage employees wherever they live and work. Other countries may also apply their own laws outside of their borders to their own citizens and to corporations that are organized under their laws, such as some of our Vonage subsidiaries.
In some instances, there may be a conflict between the applicable laws of two or more countries. When you encounter such a conflict, you should contact the Law Department to understand how to resolve that conflict properly.
III. HOW WE TREAT EACH OTHER
People are our most important asset. The way employees treat one another, as well as others outside Vonage, in large part defines our culture and enables our success. We treat each other with dignity, respect and fairness, and recognize the value of different cultures, backgrounds, and viewpoints.
Discrimination and Harassment
We are committed to maintaining a work environment based on mutual respect. One that is free from discrimination or harassment, including intimidating, hostile, or offensive conduct. Discrimination and harassment based on ethnicity or national origin, race, color, gender, religion, sexual orientation, disability, age, veteran status, or other category protected by law is strictly prohibited.
Inappropriate or unwelcome sexual behavior is strictly prohibited. Vonage does not permit advances, requests for sexual favors, or other verbal, written, visual, or physical conduct of a sexual nature. Harassing or discriminating conduct which violates this Code of Conduct is prohibited whether occurring on or off Vonage premises and during working or non-working hours. Harassment or discrimination is also prohibited whether committed by or against subordinates, managers, supervisors, co-workers, or non-employees, including vendors, suppliers or customers.
A violation may be found to have occurred even when the conduct does not rise to the level of unlawful discrimination or harassment. Nothing in our Code of Conduct is designed or intended to limit Vonage’s authority to discipline or take remedial action for conduct that is, in Vonage’s sole discretion, determined to be unacceptable.
If you believe that you are being or have been subjected to discrimination or harassment, or you become aware that someone else has, you should immediately contact one of the compliance contacts in Section I. General Administrative Matters Related to Our Code of Conduct. A complete description of the unlawful harassment policy and complaint procedure can be found in the Employee Policy Manual.
Health and Safety
Vonage is committed to promoting the health and safety of its employees, contractors, visitors and customers, and to providing a safe and secure workplace.
Employees are expected to:
Reports of any actual or potential environmental, health, or safety problems, or any questions about employees’ responsibilities should be immediately directed to the appropriate compliance contact.
Violence in the Workplace
Vonage prohibits violence, threats of violence, and intimidation, and takes all appropriate actions in response to employees who violate this policy, including appropriate disciplinary measures. This prohibition includes threatening language, both verbal and written, threatening gestures, actual physical fighting, pushing, shoving, or brandishing weapons. Firearms and/or weapons of any kind are prohibited in the workplace, in Vonage vehicles or in any vehicle while on Company business, in an employee’s possession while on Company property (this includes the parking lots), or in an employee’s possession while performing work duties off the Company’s premises.
Drugs and Alcohol
Vonage is committed to providing and maintaining a safe and productive work environment. Therefore, it maintains a substance-free workplace policy. You may not manufacture, distribute, purchase, sell, process, or use illegal drugs (including drug paraphernalia) while on Company premises, prior to or while driving on Company business, or during meal and break periods or on-call time.
In addition, you may not report for work or drive on Company business after using any illegal drugs, alcohol, or over-the-counter or prescription medication that impairs your ability to safely perform your duties.
The use of alcohol at business dinners or events attended by employees as part of the normal course and scope of their employment is acceptable as long as it is consumed responsibly. Employees should always exercise good judgment when consuming alcohol at such events and it is in Vonage’s sole discretion to determine whether an employee has consumed more than a reasonable amount. You are responsible for ensuring you have safe transportation from an event at which alcohol is served.
If you engage in off-duty misconduct, you may pose a risk of harm to other employees or the Company’s reputation. Since employees handle confidential customer information, any employee convicted of theft related offenses could present a risk to the business.
Pursuant to local laws, you must report to your supervisor within 24 hours of, or by the following business day after, (1) your conviction of any criminal offense such as theft, shoplifting, fraud, forgery, assault or child abuse; or (2) an off-duty misconduct involving harm or the risk of harm to others. This does not involve a minor traffic offense not involving alcohol or a controlled substance (e.g., speeding). Your supervisor, together with Human Resources, and the Law Department will determine if the nature and severity of any off-duty misconduct requires remedial action.
Inspection of Personal Belongings
In order to promote a safe and secure workplace, the Company reserves the right to inspect an employee’s personal belongings, as well as any property in their possession. If you bring personal property into the workplace, you should have no expectation of privacy concerning your personal property or its contents. We also reserve the right to inspect lockers, desks, personal vehicles on Company property, packages, lunch boxes, containers, articles of clothing, and other items brought onto Company property.
Community Activities, Solicitation, and Distribution
Vonage and its employees frequently contribute to the economic and social well being of local communities. You are encouraged to become involved and participate in activities that support your local community. If you wish to use Company resources to support nonprofit, nonpolitical, or charitable organizations, please send your request to VonageVonations@vonage.com to obtain the appropriate approval.
In order to prevent unnecessary annoyances and work interruptions, employees may not distribute literature (printed matter of any type), engage in commercial promotion, sell tickets or merchandise, or solicit for any purpose in any area of the Company during their own working time or the working time of the person solicited. Working time does not include specified times when employees are not being required to perform tasks, such as during meal and break periods.
Distribution of literature is prohibited in work areas at all times.
No solicitation, canvassing, distribution of literature or trespassing by non-employees is allowed in or on the premises at any time.
Because U.S. law and the laws of many state and local governments forbid companies from contributing to political candidates or parties, contributing money or time on behalf of Vonage and any use of Vonage’s name or resources to support political parties or candidates must be approved in advance by the Law Department. Further, employees are prohibited from seeking reimbursement from the Company for any political contributions, including without limitation, reimbursement for participation in political events or fundraisers.
Conflicts of Interest
Every employee has a legal and ethical responsibility to make decisions and act in the best interests of the Company. The decisions you make and the actions you take are a reflection on the Company as a whole. Your personal interests or relationships with vendors, suppliers, competitors, or other outside parties should never affect your judgment when acting on behalf of Vonage. Our continued success depends upon the loyalty of each employee throughout his/her employment.
In order to avoid a situation that could cause, or appear to cause, a conflict of interest, you must disclose to the appropriate compliance contact any family, business, or close personal relationship you have that has a connection with current or potential suppliers, vendors, competitors, employers, or business associations. If you have any questions on whether a conflict of interest might exist, ask the question and disclose information to the appropriate compliance contact.
Related Party Transactions
All employees must disclose to the Law Department any potential or actual related party transactions. A related party transaction is when an employee or a member of the employee’s immediate family has entered, or is about to enter, into any transaction with a company that has made or received payments to/from Vonage for any property or services. “Immediate family” includes your spouse, parents, children, siblings, fathers- and mothers-in-law, daughters-in-law, brothers- and sisters-in-law, and close personal relationships.
As long as your ability to perform your job with Vonage is not compromised, the Company supports your membership on the board of directors or advisory board of community or nonprofit organizations. You must disclose your role on any community or nonprofit board of directors to the Law Department.
Prior to assuming a position as a member of any board of directors or advisory board of a for-profit organization, you must receive approval from Vonage’s Law Department. The Law Department will determine whether such board representation presents a conflict of interest with Vonage. You may not serve on the board of directors and/or an advisory board of any Vonage competitor. You are responsible for determining your financial liability, as well as ensuring you are properly protected, when serving on any board of directors or advisory board.
Employment Outside of Vonage
If you are employed or considering employment outside of Vonage of any type (including self-employment), it is important that: (1) you always devote your best efforts to Vonage and not allow outside employment to interfere with your ability to do so, (2) you are not employed by a company that competes with Vonage, (3) you are not employed by a company that is a vendor or supplier for Vonage, and (4) you do not use Vonage’s resources for any outside employment activity.
Salaried employees must receive written approval from the Law Department prior to accepting any outside employment arrangement. If you have any questions on whether a conflict of interest might exist, contact the Law Department.
Family Members and Close Personal Relationships
Vonage supports the employment of family members, as long as their employment does not interfere with the Company’s best interests. In order to avoid a conflict of interest, you must remove yourself from being in a position where you could influence the hire, termination, discipline, evaluation, promotion, or compensation of a relative or someone with whom you have a close personal relationship. You must also disclose to the appropriate compliance contact any conflicts of interest that arise when the Company is considering doing business or competing with companies for which a family member works or in which a family member has an ownership interest.
Good judgment should be exercised before starting a consensual relationship with another Company employee or with an employee of a vendor or supplier. Such relationships may at some point lead to complications and significant difficulties for all concerned — the involved employees, the supervisors/managers, co-workers, vendors, suppliers and the Company. To avoid issues such as those related to favoritism, harassment, poor morale, confidentiality, and conflicts of interest, it is not appropriate for you to have a consensual relationship with anyone you supervise, anyone with whom you have a reporting relationship, or if you are in a role that affects the terms and conditions of that individual’s employment.
Upon being informed or learning of the existence of this type of relationship, the Company may take all steps that it deems appropriate, including but not limited to, moving either party to a different department or job, or, if necessary, terminating either party’s employment.
Business Gifts and Courtesies
At times, business courtesies such
as gifts, meals, travel, or entertainment may be extended to build
Business courtesies extended to or
offered by Vonage employees must never affect the business
Cultural practices should be
considered when determining what is appropriate in extending business
Investments and Other Financial Opportunities
Any financial investment that that influences your independent judgment while working at Vonage represents a conflict of interest. “Financial investment” includes owning stock, accepting options to purchase stock, or pursuing other ownership interests in a company. If you have any questions about whether a financial investment could be considered a conflict of interest, consult with the appropriate compliance contact.
IV. HOW WE TREAT CUSTOMERS
The success of our Company is dependent on our ability to satisfy customers by providing them with quality services and competitive rates. It is equally important for each of us to treat our customers with honesty and integrity and only make promises that we are confident we can meet. Our business is highly competitive and, consequently, Vonage is required to aggressively market our services. However, we must never use illegal methods to acquire or solicit business.
Confidential Information of Customers
Vonage does not tolerate fraudulent behavior from its employees or associated third parties. Any such person found to be engaged in fraudulent activity is subject to disciplinary action, up to and including, in the case of employees, termination and referral of the fraudulent activity to appropriate law enforcement officials. Similar disciplinary action applies to management if it is determined that a supervisor or manager knew about or perpetuated the fraud. If you disclose personal passwords to another employee and fraud is committed, you are held responsible and subject to disciplinary action, up to and including termination.
Vonage expects all users to report suspected fraudulent activity. Failure to cooperate, giving false information, or failure to provide the Company with information you have about an investigation involving fraud will subject you to discipline, up to and including termination. Fraud should be reported through www.MySafeWorkplace.com or to your compliance contact.
V. HOW WE TREAT COMPANY ASSETS
You are an Owner
To enable you to carry out your job duties, the Company entrusts you with Company assets, like technology, finances, equipment, and information. An overriding principle is that you use the Company’s assets only for legitimate business purposes and that you treat Company assets with the same care as if they were your own. You are expected to safeguard and protect Company assets from misuse, damage, theft, contamination, and use by unauthorized users.
Employees must advance the Company’s legitimate interest when the opportunity to do so arises. You must not take for yourself personal opportunities that are discovered through your position with the Company or the use of property or information of the Company.
You must gain approval from the appropriate management to spend money or commit the Company to business dealings by following the appropriate procurement policies and processes, and the Global Contract Approval Policy and Delegation of Authority Policy.
Vonage provides funds to employees authorized to expend money for such things as travel, expenses, purchases, services, equipment, leases, and rentals. The Company also provides funds for investments and operations through a formal budget process. Typically, employees are reimbursed for authorized expenditures through an expense reimbursement form. The Company does not provide loans to employees. Employees are prohibited from making or accepting personal loans from employees or others (such as customers, vendors, consultants, and independent contractors) under their control or supervision.
Information Security, Classification of Company Information, and Using Vonage’s Global Network
It is important that Company information, in any form, including paper, digital media, and electronic communications, be protected to assure: (1) that it is available when it is needed, (2) that it has not been altered, and (3) that certain information be kept confidential. Also, since Vonage routinely receives confidential and/or proprietary information from third parties, such as customers, as well as our business partners and others with whom we do business, you must make sure that you handle such information in a confidential manner.
Classification of Company Information
Company information is classified into three categories: (1) public non-confidential, (2) proprietary and confidential, and (3) privileged and confidential information. As a general matter, proprietary and confidential information should not be disclosed to any third parties without an applicable, and Law Department approved, non-disclosure/confidentiality agreement (“NDA”) or other contract that protects the confidentiality of the information. Even if an NDA is in place, you should only disclose the proprietary and confidential information that is absolutely necessary to accomplish the purpose of the disclosure. You should err on the side of non-disclosure if you have any doubt. Attorney-client privileged information may only be disclosed when approved by the Law Department. Further, make sure that you properly mark any Company information that is confidential prior to its disclosure. If you have any questions about the appropriate handling and disclosure of Company information, contact the Law Department.
Using Vonage‘s Global Network
While in the course and scope of doing your job, you use the Vonage Global Network (“Global Network”). Use of the Global Network is for legitimate, business purposes only. Although the Global Network is intended for business use, Vonage permits incidental and limited personal use provided that such use is reasonable and does not interfere with your work. Vonage may monitor your activity on the Global Network and access data on Company-provided equipment without prior notification, in accordance with applicable and enforceable domestic and international privacy regulations. Since that is the case, you should not have any expectation of privacy for any data maintained or utilized on the Global Network.
In general, you may not use the Global Network for:
When communicating with employees or third-parties by any means (such as letters, telephone, voicemail, email, or Instant Messaging), the Company expects you to be guided by the overriding principles of professionalism and courtesy. Make every effort to ensure your communications are not offensive to others, including employees, customers, and members of the community. As you write a document always consider tone and language — ask yourself— if this message were published in the newspaper, would you be embarrassed?
Telemarketing Compliance Policy and Do-Not-Call Policy Statement
The Company strives to adhere to all applicable and enforceable federal and state laws and regulations governing telephone solicitation and the protection of telephone consumers. Toward this end, Vonage has implemented a Telemarketing Compliance Policy, which includes a Do-Not-Call Policy Statement, to provide the guidelines necessary to follow all applicable and enforceable federal and state Do-Not-Call laws. If you have any questions about the applicability of the Telemarketing Compliance Policy or the Do-Not-Call Policy Statement to any campaigns, business opportunities, operations, or methods of work, please contact the Law Department.
Intellectual Property in General
Intellectual property is considered one of the Company’s most valuable assets. Intellectual property includes, but is not limited to materials, inventions, or ideas that are copyrighted, trademarked, or patented. Trade secrets are also considered intellectual property and include any information valuable to the Company’s business or that provides the Company with a competitive advantage.
Examples of trade secrets include:
Intellectual property is considered Vonage proprietary and confidential information. Contact the Law Department if you have any questions regarding Vonage intellectual property. The Company owns all intellectual property that you create, develop, write, or conceive in the course of your employment.
Copyrights, Trademarks, Service Marks
All written works created by the Company, such as manuals, training materials, marketing materials, templates, and Company presentations, are Vonage intellectual property and should be imprinted with the copyright (©) designation in accordance with the Vonage Style Guide. Contact the Law Department if you need any information about copyrights.
All Company trademarks and service marks are also Vonage intellectual property and should be referenced and used correctly. The marks should contain the appropriate designation ®, TM, or SM in accordance with the Vonage Style Guide. Contact the Law Department if you have any questions on the proper use of trademarks and service marks.
Vonage will disseminate information to the media and the public in a professional, accurate, and coordinated manner. For this reason, communications with individuals outside of the Company are to be handled in the following manner:
Direct all media inquiries to the Public Relations department. You should not comment to any media about the Company.
Direct all financial information requests and requests from current or potential investors to the Investor Relations department. You should not attempt to answer these information requests.
Only certain individuals are authorized to sign contracts or to make purchasing decisions on behalf of the Company as described in the Company’s Global Contract Approval Policy, Delegation of Authority Policy and Purchase Requisition Process. No employee or vendor may sign contracts or conduct business with vendors or suppliers who violate applicable and enforceable laws.
Insider Information and Securities Trading
Insider trading is against the law and a conviction can result in significant fines and prison time. If you have access to material nonpublic information about Company operations and use that information to engage in a securities transaction or give that information to an individual who reacts to it by engaging in a securities transaction, you can be held liable under insider trading laws. You also are in violation of this policy if you or a member of your immediate family engages in a securities transaction while possessing material nonpublic information about the Company. If you have questions contact the Law Department.
Company Records and Records Retention
Employees, stockholders, creditors, customers, and government entities all rely upon the accuracy of the Company’s records. The success of Vonage is also dependent on the reliability and accuracy of its business records. Each employee must ensure that company records and reports are complete and accurate. These responsibilities include not only efforts to prevent or deter fraud, but also the detection of fraudulent reporting, misappropriation of assets, and/or other unethical business practices.
All financial records and reports must correctly reflect transactions and events and must be presented in conformity with the Company’s accounting principles and system of internal controls. All entries, regardless of transaction size, in Company books, records, invoices, reports, or accounts must not contain misleading or false information.
It is the policy of the Company to provide full, fair, accurate, timely and understandable disclosure in reports and documents filed with, or submitted to, the Securities and Exchange Commission and in other public communications.
In compliance with the Sarbanes-Oxley Act of 2002, the Company’s Audit Committee has established a “Hotline” to receive complaints or concerns from employees and third parties about Company financial or audit practices or any other concerns that you may have about possible illegal, unethical or inappropriate conduct. You may contact the Hotline at 1-800-461-9330 or you may visit the website www.MySafeWorkplace.com. The Hotline permits employees and third parties to remain anonymous if they choose when reporting complaints or concerns to the Company.
Policy Against Retaliation
The Company is aware of and takes seriously its obligation to provide a workplace free from retaliation against any employee because he/she reports concerns about Company financial or audit practices, or any other possible illegal, unethical or inappropriate conduct, policy or practice.
If an employee intends to disclose such information, to be protected by the law he or she must first provide written notice to the Company and afford the Company reasonable opportunity to correct the alleged violation. Only in the event of an emergency situation wherein the employee is reasonably certain that one or more of the Company’s supervisors knows of the alleged violation or reasonably fears physical harm upon such a disclosure is the employee not required to provide the Company with advance written notice.
Hiring Legal Counsel and Protecting the Attorney-Client Privilege
Only the Law Department can select, hire, and consult outside legal counsel. Contact the Law Department if you have any questions or concerns about a legal matter involving the Company. The Attorney-Client Privilege or Work Product Doctrine protects certain legal communications involving the Company. All employees must keep all written and verbal communications with Company attorneys (both in-house and outside counsel) confidential and must not share such communications with another employee or third party or opposing party in a litigation matter without the written consent of an attorney in the Law Department.
VI. HOW U.S. AND INTERNATIONAL LAW AFFECT OUR BUSINESS
Antitrust and Unfair Competition Laws
Antitrust and unfair competition laws preserve and foster fair and honest competition within the free enterprise system. Antitrust and unfair competition laws make illegal any agreement or understanding, express or implied, written or oral, which unreasonably restricts competition or interferes with the ability of the free market system to function properly. Under these laws, neither good intentions nor customer or consumer benefits justify or excuse violations. Communications with competitors should be avoided unless they concern a true customer-supplier relationship, other legitimate business venture, or permitted trade association activities. Employees must not engage in any communications with competitors that could result in price-fixing, bid-rigging (including complimentary bidding), allocation of customers or markets, boycotts of certain customers or suppliers, or production limits to restrain trade.
Vonage’s policy is to fully comply with both the letter and spirit of the antitrust and competition laws of the countries where it operates. Any employee who has a question about the potential antitrust implications of a discussion or action must consult with the Law Department before any such discussion or action takes place.
Transacting International Business
All Vonage officers, employees, agents, and affiliates must comply with (1) all laws of the international jurisdictions in which the Company operates (except where prohibited by United States law), and (2) all applicable and enforceable laws of the United States that have application outside the United States territory, including U.S. export control laws, anti-boycott laws, trade embargo laws, and the Foreign Corrupt Practices Act (‘FCPA”). Violations of the FCPA and the other U.S. laws applicable to international transactions may result in criminal, civil, and/or administrative sanctions.
Foreign Corrupt Practices Act
All employees are required to comply fully with the FCPA, which prohibits the bribery of foreign government officials, political party officials or candidates, or political parties. The FCPA defines a bribe as anything of value (i.e., cash or non-cash items) given or offered for the purpose of influencing an act or decision to obtain, retain, or direct business.
Bribes, kickbacks, or giving anything of value in an attempt to influence the action or inaction of a public official is strictly prohibited. This prohibition extends to payments to consultants, agents, or other intermediaries when the payor knows or has reason to believe that some part of the payment or “fee” will be used to bribe or otherwise influence a public official.
If an employee involved in international operations is confronted with a demand for a bribe from anyone, the employee must report the demand immediately to his or her supervisor and to the Law Department.
The FCPA also requires Vonage to maintain (1) accurate books and records and (2) a system of internal accounting controls with respect to both domestic and international transactions and asset transfers.
The U.S. anti-boycott laws prohibit the Company from supporting boycotts imposed against countries friendly to the United States.
The anti-boycott laws prohibit the Company or any of its employees from refusing to do business with anyone based upon race, national origin, religion, or gender, and from providing information about such matters to customers and potential customers.
United States law requires that requests to participate in a boycott be reported promptly to the U.S. government. Employees who have questions related to a proposed transaction that may be affected by the U.S. anti-boycott laws must consult with the Law Department before proceeding with the transaction.
Trade Restrictions/U.S. Embargoes
The United States from time to time restricts or prohibits trade and other commercial dealings between U.S. citizens (including U.S. persons, U.S. incorporated companies, alien residents in the U.S., and in some instances foreign-based affiliates of U.S. companies) and certain countries, including residents and citizens of those countries. The Company requires that all employees adhere to the letter and spirit of U.S. restrictions and prohibitions on trade with other countries.
The countries that are the target of U.S. restrictions or prohibitions can change frequently, as can the restrictions and prohibitions themselves. Therefore, it is imperative that employees seek advice from the Law Department on transactions that may involve any country subject to U.S. restrictions or prohibitions on trade.
The United States regulates the export of goods, services, and technology to foreign countries. The definition of “export” is very broad, and can include, for example, a conversation with a citizen of another country even where the conversation takes place entirely within the United States.
Employees involved in export transactions must ensure that all information provided in connection with the export is accurate and truthful. Employees must also ensure that a regulation or specific export license covers the export in question. This requirement applies to exports of goods and services as well as technology. You must be alert to situations in which inaccurate or fraudulent information may have been furnished to the Company regarding the ultimate destination or use of the goods, services, or technology to be exported.
Questions about whether a situation involves an “export” or the accuracy of information being provided to the Company regarding the ultimate destination or use of goods, services, or technology that Vonage exports should be directed to the Law Department.
VII. HOW WE TREAT OTHERS
Each employee should endeavor to deal honestly, ethically and fairly with the Company’s customers, vendors, suppliers, competitors and employees. Statements regarding the Company’s products and services must not be untrue, misleading, deceptive or fraudulent. You must not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.
We will only conduct business where the business environment is such that operating in an ethical, legal manner is possible. This applies to relationships with customers, contractors, government representatives, partners, vendors and suppliers. This Code of Conduct applies to those acting on behalf of the Company, whether external advisors, contractors, sub-contractors, consultants, temporary service workers, or other business partners. We expect all third parties employed by the Company to abide by this Code of Conduct.
The Company buys the services of temporary service workers and independent contractors. These individuals are not Company employees and do not receive bonuses, performance appraisals, business cards, stationery, name plates or picture ID cards, nor are they placed on performance plans or in supervisory positions.
In addition, temporary service workers should not be included in company events, reward and recognition programs, etc., as this may create the appearance that they are regular employees. On occasion, temporary service workers or independent contractors may receive a picture ID card when these items are required for them to do their jobs.
Protecting the Intellectual Property of Others
Our policies respect the intellectual property of others. That means that in your work you must not engage in the unauthorized use of or copy the intellectual property of another company or person.
Confidential Information — Former Employers and Other Third Parties
You must not, during your employment with Vonage, improperly use or disclose to Vonage or any Vonage employee, agent, or contractor any confidential or private information belonging to your former employer or to any other party to whom you owe a duty of nondisclosure. Refer questions regarding this policy to your compliance contact.
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