LoopNet, Inc. Code of Business Conduct and Ethics
This Code of Business Conduct and Ethics is intended to help ensure compliance with legal requirements and our standards of business conduct. All officers, directors and employees of LoopNet, Inc. (the “Company”) are expected to read and understand this Code of Conduct, uphold these standards in day-to-day activities, comply with all applicable policies and procedures, and ensure that all agents, contractors and consultants are aware of, understand and adhere to these standards.
Because the principles described in this Code of Business Conduct and Ethics are general in nature, you also should review all applicable Company policies and procedures for more specific instruction and contact the Human Resources Department if you have any questions.
Nothing in this Code of Business Conduct and Ethics, in any Company policies and procedures, or in other related communications (verbal or written) creates or implies an employment contract or term of employment.
We are committed to continuously reviewing and updating our policies and procedures. We therefore reserve the right to amend, alter or terminate this Code of Business Conduct at any time and for any reason, subject to applicable law. This Code is not the exclusive source of guidance and information regarding the conduct of our business. You should consult applicable policies and procedures for more specific instructions, including but not limited to the Company’s Employee Handbook.
Please sign the acknowledgment form at the end of this Code and return the form to the Human Resources Department indicating that you have received, read, understand and agree to comply with the Code. The signed acknowledgment form will be maintained in your personnel file.
II. COMPLIANCE IS EVERYONE’S BUSINESS
Honest and ethical business conduct is critical to our business. As an officer, director and/or employee, your responsibility is to respect and adhere to these practices. Many of these practices reflect legal or regulatory requirements. Violations of these laws and regulations can create significant liability for you, the Company, its directors, officers and employees.
Part of your job and ethical responsibility is to help enforce this Code. If you know of or suspect a violation of this Code, or of applicable laws and regulations (including complaints or concerns about accounting, internal accounting controls or auditing matters), you must report it to your supervisor, the Human Resources Department of Finance Department, or may report it anonymously (unless submitted via email) to (i) our Compliance Hotline at XXX-XXX-XXXX or (ii) our Compliance Email Box at firstname.lastname@example.org (or by going to the Compliance Website at http://www.xxxxx.xxx/loop/). See the Company’s Whistleblower Policy for information about making anonymous reports about accounting and financial matters.
You must cooperate in any internal or external investigations of possible violations. Reprisal, threats, retribution or retaliation against any person who has in good faith reported a violation or a suspected violation of law, this Code or other Company policies, or against any person who is assisting in any investigation or process with respect to such a violation, is both a violation of Company policy and is prohibited by a variety of state and federal civil and criminal laws including the Sarbanes-Oxley Act of 2002.
Violations of law, this Code of Business Conduct and Ethics or other Company policies or procedures by Company employees can lead to disciplinary action, up to and including termination.
In trying to determine whether any given action is appropriate, use the following test. Imagine that the words you are using or the action you are taking is going to be fully disclosed in the media with all the details, including your photo. If you are uncomfortable with the idea of this information being made public, perhaps you should think again about your words or your course of action.
In all cases, if you are unsure about the appropriateness of an event or action, or whether something you intend is permitted under the Code, please seek assistance in interpreting the requirements of these practices by contacting Darlene Rodriguez, the Company’s Director of Human Resources.
III. YOUR RESPONSIBILITIES TO THE COMPANY AND ITS STOCKHOLDERS
- A. General Standards of Conduct
- The Company expects all officers, directors, employees, agents, contractors and consultants to exercise good judgment to ensure the safety and welfare of officers, directors, employees, agents, contractors and consultants, and to maintain a cooperative, efficient, positive, harmonious and productive work environment and business organization. These standards apply while working on our premises, at offsite locations where our business is being conducted, at Company-sponsored business and social events, or at any other place where you are a representative of the Company. Officers, directors, employees, agents, contractors or consultants who engage in misconduct or whose performance is unsatisfactory may be subject to corrective action, up to and including termination. You should review our Company policies for more detailed information.
- B. Applicable Laws
- All Company officers, directors, employees, agents, contractors and consultants must comply with all applicable laws, regulations, rules and regulatory orders. Each officer, director, employee, agent, contractor and consultant must acquire appropriate knowledge of the requirements relating to his or her duties sufficient to enable him or her to recognize potential dangers and to know when to seek advice from the Chief Financial Officer on specific Company policies and procedures. Violations of laws, regulations, rules and orders may subject the officer, director, employee, agent, contractor or consultant to individual criminal or civil liability, as well as to discipline by the Company. Such individual violations also may subject the Company to civil or criminal liability or the loss of business.
- C. Conflicts of Interest
- Each of us has a responsibility to the Company, our stockholders and each other to avoid any actual or apparent conflict of interest whenever possible. Although this duty does not prevent us from engaging in personal transactions and investments, it does demand that we avoid situations where a conflict of interest might occur or appear to occur. The Company is subject to scrutiny from many different individuals and organizations. We should always strive to avoid even the appearance of impropriety.
What constitutes a conflict of interest? A conflict of interest exists where the interests or benefits of one person or entity conflict with the interests or benefits of the Company. Examples include:
- Employment/Outside Employment. As an officer or employee, you are expected to devote your full attention to the business interests of the Company. You are prohibited from engaging in any activity that interferes with your performance or responsibilities to the Company or otherwise is in conflict with or prejudicial to the Company. Our policies prohibit any employee from accepting simultaneous employment with a Company supplier, customer, developer or competitor, or from taking part in any activity that enhances or supports a competitor’s position. In addition, you must disclose to the Company any interest that you have that may conflict with the business of the Company. If you have any questions regarding this requirement, you should contact your supervisor or the Human Resources Department.
- Outside Directorships. It is a conflict of interest to serve as a director of any company that competes directly with the Company. Although you may serve as a director of a Company supplier, customer, developer or other business partner, our policy requires that you first obtain approval from the Director of Human Resources before accepting any such directorship. Such approval may be conditioned upon the completion of specified actions. Any compensation you receive should be commensurate to your responsibilities.
- Business Interests. If you are considering investing in a Company customer, supplier, developer or competitor, you first must take great care to ensure that these investments do not compromise your responsibilities to the Company. Many factors should be considered in determining whether a conflict exists, including the size and nature of the investment, your ability to influence the Company’s decisions, your access to confidential information of the Company or of the other company and the nature of the relationship between the Company and the other company.
- Related Parties. As a general rule, you should avoid conducting Company business with a relative or significant other, or with a business in which you, a relative or significant other is associated in any significant role. Relatives include spouses, sisters, brothers, daughters, sons, mothers, fathers, grandparents, aunts, uncles, nieces, nephews, cousins, step relatives, and inlaws. Significant others include persons living in a spousal (including same sex) or familial fashion with an employee.
If such a related party transaction is unavoidable, you must fully disclose the nature of the related party transaction to the Director of Human Resources. If determined to be material to the Company by the Director of Human Resources, the Company’s Audit Committee must review and approve in writing in advance these related party transactions. Any dealings with a related party must be conducted in such a way that no preferential treatment is given to the related party.
The Company discourages the employment of relatives and significant others in positions or assignments within the same department and prohibits the employment of such individuals in positions that have a financial dependence or influence (e.g., an auditing or control relationship or a supervisor/subordinate relationship). The purposes of this policy is to prevent organizational impairment and conflicts that are a likely outcome of the employment of relatives or significant others, especially in a supervisor/subordinate relationship.
- Other Situations. Because other conflicts of interest may arise, it would be impractical to attempt to list all possible situations. If a proposed transaction of situation raises any questions or doubts in your mind you should consult the Human Resources Department.
- D. Corporate Opportunities
- Employees, officers and directors may not exploit for their own personal gain opportunities that are discovered through the use of corporate property, information or position unless the opportunity is disclosed fully in writing to the Company’s Board of Directors, or an appropriate committee of the Board of Directors, and the Board of Directors or committee declines to pursue such opportunity.
- E. Protecting the Company’s Confidential Information
- The Company’s confidential information is a valuable asset. The Company’s confidential information includes product architectures; source codes; product plans and road maps, names and lists of customers, brokers and employees; and financial information. This information is the property of the Company and may be protected by patent, trademark, copyright and trade secret laws. All confidential information must be used for Company business purposes only. Every officer, director, employee, agent, contractor or consultant must safeguard it. THIS RESPONSIBILITY INCLUDES NOT DISCLOSING COMPANY CONFIDENTIAL INFORMATION, SUCH AS INFORMATION REGARDING THE COMPANY’S PRODUCTS OR BUSINESS OVER THE INTERNET, INCLUDING BUT NOT LIMITED TO MESSAGE BOARD, BLOGS OR SOCIAL NETWORKING SITES. This obligation ALSO extends to confidential information of third parties that the Company has rightfully received under Non-Disclosure Agreements. See the Company’s policy dealing with Handling Confidential Information of Others set forth in Section IV.C of this Code.
- Proprietary Information and Invention Agreement. When you joined the Company, you signed an agreement to protect and hold confidential the Company’s proprietary information. This agreement remains in effect for as long as you work for the Company and after you leave the Company. Under this agreement, you may not disclose the Company’s confidential information to anyone or use it to benefit anyone other than the Company without the prior written consent of an authorized Company officer.
- Disclosure of Company Confidential Information. To further the Company’s business, from time to time our confidential information may be disclosed to potential business partners. Such confidential information, however, never should be disclosed without carefully considering its potential benefits and risks. If you determine in consultation with your manager and other appropriate senior management that disclosure of confidential information is necessary, you must then contact the Human Resources Department to ensure that an appropriate written non-disclosure agreement is signed prior to the disclosure.
- Requests by Regulatory Authorities. The Company and its officers, directors, employees, agents, contractors and consultants must cooperate with appropriate government inquiries and investigations. In this context, however, it also is important to protect the legal rights of the Company with respect to its confidential information. All government requests for information, documents or investigative interviews must be referred to the Chief Financial Officer. No financial information may be disclosed without the prior approval of the Chief Financial Officer.
- Company Spokespeople. Specific policies have been established regarding who may communicate information to the press and the financial community. All inquiries or calls from the press and financial community should be referred to the Chief Financial Officer or our Vice President of Investor Relations and Corporate Planning. The Company has designated its Chief Executive Officer, President, Chief Financial Officer and Vice President of Investors Relations and Corporate Planning as official Company spokespeople for all matters. These designees are the only people who should communicate with the press or the financial community on behalf of the Company. See the Company’s Corporate Communications Policy for more information regarding authorized communications with the press and the financial community.
- F. Public Disclosure of Information
- The federal securities laws require the Company to disclose certain information in various reports that the Company must file with or submit to the Securities and Exchange Commission (the “SEC”). In addition, from time to time the Company makes other public communications, such as issuing press releases.
The Company expects its Chief Executive Officer, Chief Financial Officer, and all employees who are involved in the preparation of SEC reports or other public documents to ensure that the information disclosed in those documents is full, fair, accurate, timely and understandable. Moreover, if you become aware of any material information that you believe should be disclosed to the public in the Company’s reports filed with the SEC, it is your responsibility to bring such information to the attention of the Chief Financial Officer. To the extent that you reasonably believe that questionable accounting or auditing conduct or practices have occurred or are occurring, you should report those concerns in accordance with Company policy.
- G. Obligations Under Securities Laws- “Insider” Trading
- Obligations under the U.S. securities laws apply to everyone. In the normal course of business, officers, directors, employees, agents, contractors and consultants of the Company may come into possession of significant, sensitive in formation. This information is the property of the Company – you have been entrusted with it. You may not profit from it by buying or selling securities yourself, or passing on the information to others to enable them to profit or for them to profit on your behalf. This policy also applies to information relating to any other company, including our partners, competitors, affiliates or customer obtained in the course of your employment or service with us. Thus, it is important both to you and the Company that insider-trading violations do not occur. You should be aware that stock market surveillance techniques are becoming increasingly sophisticated, and the chance that U.S. federal or other regulatory authorities will detect and prosecute even small-level trading is significant. Insider trading rules are strictly enforced, even in instances when the financial transactions seem small.
You should contact the Director of Human Resources if you are unsure as to whether or not you are free to trade. For additional information you should consult our Insider Trading Compliance Policies.
- H. Prohibition Against Short Selling of Company Stock
- No Company director, officer or other employee, agent or contractor may, directly or indirectly, sell any equity security, including derivatives, of the Company, if he or she (1) does not own the security sold, or (2) if he or she owns the security, does not deliver it against such sale (a “short sale against the box”) within twenty days thereafter, or does not within five days after such sale deposit it in the mails or other usual channels of transportation. No Company director, officer, or other employee, agent or contractor may engage in short sales. A short sale, as defined in this policy, means any transaction whereby one may benefit from a decline in the Company’s stock price. While employees who are not executive officers or directors are not prohibited by law from engaging in short sales of Company’s securities, the Company has adopted as policy that employees may not do so.
- I. Use of Company’s Assets
- Protecting the Company’s assets is a key responsibility of every officer, director, employee, agent, contractor and consultant. Care should be taken to ensure that assets are not misappropriated, loaned to others, or sold or donated, without appropriate authorization. All Company officers, directors, employees, agents, contractors and consultants are responsible for the proper use of Company assets and must take reasonable steps to safeguard such assets against loss, damage, misuse or theft.
- J. Foreign Corrupt Practices Act
- The Company requires full compliance with the Foreign Corrupt Practices Act (the “FCPA”) by all of its officers, directors, employees, agents, contractors and consultants.
The anti-bribery and corrupt payment provisions of the FCPA make illegal any corrupt offer, payment, promise to pay or authorization to pay any money, gift or anything of value to any foreign official, or any foreign political party, candidate or official, for the purpose of influencing any act or failure to act, in the official capacity of that foreign official or party or inducing the foreign official or party to use influence to affect a decision of a foreign government or agency, in order to obtain or retain business for anyone, or direct business to anyone.
All Company officers, directors, employees, agents, contractors and consultants, whether located in the United States or abroad, are responsible for FCPA compliance and the procedures to ensure FCPA compliance. All managers and supervisory personnel are expected to monitor continued compliance with the FCPA to ensure compliance with the highest moral, ethical and professional standards of the Company.
- K. Export Controls
- A number of countries maintain controls on the destinations to which products or software may be exported. Some of the strictest export controls are maintained by the United States against countries that the U.S. government considers unfriendly or as supporting international terrorism. The U.S. regulations are complex and apply both to exports from the United States and to exports of products from other countries, when those products contain U.S.-origin components or technology. Software created in the United States is subject to these regulations even if duplicated and packaged abroad. In some circumstances, an oral presentation containing technical data made to foreign nationals in the United States may constitute a controlled export.
IV. RESPONSIBILITIES TO OUR CUSTOMERS AND OTHERS
- A. Customer Relationships
- If your position puts you in contact with any Company customers or potential customers, it is critical for you to remember that you represent the Company to the people with whom you are dealing. You should always act in a manner that creates value for our customers and helps to build a relationship based upon trust. The Company and its employees have provided products and services for many years and have built up significant goodwill over that time. This goodwill is one of our most important assets and the Company officers, directors, employees, agents, contractors and consultants must act to preserve and enhance our reputation.
- B. Payments or Gifts from Others
- Under no circumstances may officers, directors, employees, agents, contractors or consultants accept any offer, payment, promise to pay or authorization to pay any money, gift or anything of value from customers, vendors, consultants, etc. that is perceived as intended, directly or indirectly, to influence any business decision, any act or failure to act, any commitment of fraud or opportunity for the commission of any fraud. Inexpensive gifts, infrequent business meals, celebratory events and entertainment, provided that they are not excessive or create an appearance of impropriety, do not violate this policy. Questions regarding whether a particular payment or gift violates this policy are to be directed to the Human Resources Department.
- C. Handling the Confidential Information of Others
- The Company has many kinds of business relationships with many companies and individuals. Sometimes companies or individuals will volunteer confidential information about their products or business plans to induce the Company to enter into a business relationship. At other times, we may request that a third party provide confidential information to permit the Company to evaluate a potential business relationship with that party. Whatever the situation, we must take special care to handle the confidential information of others responsibly. We handle such confidential information in accordance with our agreements with such third parties.
- Appropriate Non-disclosure Agreements. Confidential information may take many forms. An oral presentation about a company’s product development plans may contain protected trade secrets. A customer list or employee list may be a protected trade secret. A demo of an alpha version of a company’s new software may contain information protected by trade secret and copyright laws.
You never should accept information offered by a third party that is represented as confidential, or which appears from the context or circumstances to be confidential, unless an appropriate non-disclosure agreement has been signed with the party offering the information. The Company can provide non-disclosure agreements to fit any particular situation and will coordinate appropriate execution of such agreements on behalf of the Company. Even after a non-disclosure agreement is in place, you only should accept the information necessary to accomplish the purpose of receiving it, such as a decision regarding whether to proceed in negotiating a deal. If more detailed or extensive confidential information is offered and it is not necessary for your immediate purposes, it should be refused.
- Need-to-Know. Once a third party’s confidential information has been disclosed to the Company, we have an obligation to abide by the terms of the relevant non-disclosure agreement, limit its use to the specific purpose for which it was disclosed and disseminate it only to other Company employees with a need to know the information. Every officer, director, employee, agent, contractor and consultant involved in a potential business relationship with a third party must understand and observe the restrictions on the use and handling of confidential information. When in doubt, consult the Chief Financial Officer.
- Competitive Information. You never should attempt to obtain a competitor’s confidential information by improper means, and you should especially never contact a competitor regarding their confidential information. While the Company may, and does, employ former employees of competitors, we recognize and respect the obligations of those employees not to use or disclose the confidential information of their former employers.
- D. Government Relations
- It is the Company’s policy to fully comply with all applicable laws and regulations governing contact and dealings with government employees and public officials, and to adhere to high ethical, moral and legal standards of business conduct. This policy includes strict compliance with all local, state, federal, foreign and other applicable laws, rules and regulations. If you have any questions concerning government relations you should contact the Chief Financial Officer.
- E. Government Contracts
- It is the Company’s policy to fully comply with all applicable laws and regulations that apply to government contracting. It also is necessary to adhere to all terms and conditions of any contract with local, state, federal, foreign or other applicable governments. The Company’s Chief Financial Officer must review and approve all contracts with any government entity.
- F. Free and Fair Competition
- Most countries have well-developed bodies of law designed to encourage and protect free and fair competition. The Company is committed to obeying both the letter and spirit of these laws. The consequences of not doing so can be severe.
These laws often regulate the Company’s relationships with its distributors, resellers, dealers, and customers. Competition laws generally address the following areas: pricing practices (including price discrimination), discounting, terms of sale, credit terms, promotional allowances, secret rebates, exclusive dealerships or distributorships, product bundling, restrictions on carrying competing products, termination, and many other practices.
Competition laws also govern, usually quite strictly, relationships between the Company and its competitors. Although the spirit of these laws, known as “antitrust,” “competition,” or “consumer protection” or unfair competition laws, is straightforward, their application to particular situations can be quite complex. To ensure that the Company fully complies with these laws, each of us should have a basic knowledge of them and should involve the Chief Financial Officer early on when questionable situations arise.
Any waiver of any provision of this Code for a member of the Company’s Board of Directors or an executive officer must be approved in writing by the Company’s Board of Directors or a committee of the Board, or as otherwise permissible by applicable rules and regulations, and disclosed in accordance with the rules of the SEC and Nasdaq. Any waiver of any provision of this Code with respect to any other officer, employee, agent, contractor or consultant must be approved in writing by the Company’s Director of Human Resources.
VI. DISCIPLINARY ACTIONS
The matters covered in this Code are of the utmost importance to the Company, its stockholders and its business partners, and are essential to the Company’s ability to conduct its business in accordance with its stated values. We expect all of our officers, directors, employees, agents, contractors and consultants to adhere to these rules in carrying out their duties for the Company.
The Company will take appropriate action against any officer, director, employee, agent, contractor or consultant whose actions are found to violate these policies or any other policies of the Company. Disciplinary actions may include immediate termination of employment or business relationship at the Company’s sole discretion. If the Company has suffered a loss, then it may pursue its remedies against the individuals or entities responsible. If laws have been violated, then the Company will fully cooperate with the appropriate authorities. You should review the Company’s policies and procedures for more detailed information.
Last Updated May 11, 2010