Application Of This Code Of Conduct

This Code of Conduct (the "Code") applies to all associates and directors of Gartner, Inc., and its subsidiaries, divisions and branches (collectively, the "Company"') on a worldwide basis.

Compliance With This Code Of Conduct

Compliance with this Code and with all Company policies will be monitored by the General Counsel, the Human Resources Department and the Internal Audit Department on an on-going basis.

Failure to comply with this Code or other Company policies or disregard for their intent constitutes grounds for disciplinary action, up to and including termination of employment.

Exercising Sound Judgment

It is impossible for any code of conduct to formulate standards of behavior that anticipate every aspect of a business as unique and dynamic as ours. The Company is depending on you to exercise your best judgment, using your own moral sense, in performing your job responsibilities. Where this Code specifies a standard of conduct, you are expected to adhere to such standard. Where this Code does not provide specific standards, guidelines for acceptable behavior have been set forth, and you are expected to conduct yourself within these guidelines and in the spirit of the Code.

When you have doubt as to whether a proposed action is acceptable and in keeping with this Code, you should seek guidance from your manager, your Human Resources representative, or from the General Counsel.

Reporting Potential Noncompliance

It is every associate's responsibility to comply with the standards set forth in this Code and the other Company policies. As an associate of the Company, it is also your obligation to report any situations that may be illegal, that may indicate unethical business practices or where the actions of another Company associate may be improper.

Concerns about illegal or improper behavior that you believe may be significant should be reported directly to the General Counsel, who will determine the facts and, if necessary, will evaluate the Company's position and response. Also, the General Counsel will provide advice to Senior Management about appropriate action. If you do not feel that this course would be suitable, you may report your concerns to the management level you believe is needed to assure that the situation will be addressed, or to a Vice President of Human Resources. Additionally, any concerns about regarding questionable accounting or auditing matters may be anonymously reported by calling Gartner's Sarbanes Oxley Hotline at +1 877 277 3154 which is administered by a third party.

LAWS AND REGULATIONS

Policy

It is the Company's policy to conduct all of its business activities in conformity with all laws and regulations of the United States and all other jurisdictions in which it transacts business.

Your Responsibility

As a representative of the Company, you are expected to comply with all applicable laws and regulations where you work or do business, when performing your daily job responsibilities. You should also be aware that you may be held personally liable for any illegal acts committed during the course of your employment, and that "ignorance of the law" is not a defense. Penalties for illegal acts are severe and could include imprisonment, substantial fines or both.

Some of the significant laws and regulations that the Company must comply with are summarized below. If these areas relate to your responsibilities, you are expected to know these laws and regulations. If you are uncertain about the laws affecting your responsibilities or whether a certain action or practice complies with the law, you should contact the General Counsel for assistance and clarification. You should also understand that the summary provided below is by no means exhaustive, and in no way replaces the obligations that you may have under the relevant local laws, whether at state or federal level, in your region.

Summary Of Laws And Regulations

The Insider Trading Sanctions Act of 1984 and The Insider Trading and Securities Fraud Enforcement Act of 1988. The Insider Trading Acts allow the Securities and Exchange Commission (SEC) to sue individuals who trade securities based on material, non-public information (insider trading) or who disclose such information to others facilitating improper trading (stock tipping). The courts may impose penalties up to three times the profit gained or the loss avoided as a result of illegal conduct. In addition, these acts could give rise to criminal sanctions. You should review the Company's policy under the section entitled "Insider Trading And Stock Tipping" in this Code and the Company's separate Insider Trading Policy.

Laws Relating to Foreign Operations. To the extent that your activities involve operations outside the United States, you may be subject to the laws of foreign jurisdictions, instead of or in addition to the laws of the United States, that affect such activities. Since the Company is regulated by a number of jurisdictions, it is important that you understand and adhere to all applicable foreign and U.S. laws. You should review the discussions below under the sections entitled Antitrust Laws and Foreign Corrupt Practices Act.

Antitrust Laws. In the United States, trade regulation laws prohibit agreements that restrain or monopolize trade (the Sherman Act), exclusive dealing agreements (the Clayton Act), price and service discrimination that diminish competition (the Robinson-Patman Act) and deceptive acts and unfair methods of competition (the Federal Trade Commission Act). Violation of these laws can carry civil and criminal penalties for both you and the Company.

In today's complex business environment, it is impossible to anticipate each circumstance in which trade regulation issues may arise. However, situations where such issues are common include trade industry associations, formal and informal meetings and conversations with clients, suppliers, competitors or former associates. You are expected to use sound judgment in these situations and avoid discussions related to prices, terms of sales, market share, clients, suppliers or sales territories with any person in a manner that could limit or restrict trade. If you have any questions, contact the General Counsel.

Foreign Corrupt Practices Act. The Foreign Corrupt Practices Act (FCPA) prohibits you from making any payment or from offering any payment that you reasonably believe will be given to any foreign official, associate of a foreign government or foreign political party or party official. This regulation, therefore, prohibits payments of fees intended to induce foreign officials to act favorably on proposed business transactions or on regulatory decisions, even when such practice may be customary in the jurisdiction. This prohibition also includes payments to agents or intermediaries when there is reason to believe that they will be using the funds for prohibited purposes.

BUSINESS RELATIONS WITH OTHERS

Policy

The Company's associates are its most important asset. Your reputation and integrity as a representative of the Company are critical for the Company's continued success. Therefore, it is the policy of the Company to uphold its reputation for excellence and quality client service through hiring and retaining only those individuals who observe the appropriate standards of professional behavior. You must be committed to maintain that standard of behavior as our reputation is reestablished every day by your actions while fulfilling your job responsibilities.

Your Responsibility

Your responsibility under this policy is to avoid misconduct that could jeopardize the Company's client relationships and to avoid any appearance of impropriety. Several general areas are discussed below to help guide you in your daily activities. These areas do not encompass all situations that may arise and, therefore, you are urged to contact the General Counsel should a questionable situation arise.

General Areas Regarding Relations With Others

Confidentiality of Client Information. Our business is predominantly based on researching, analyzing and marketing data relating to information technology, much of which relates to our vendor clients. Additionally, in our consulting and inquiry services, which also constitutes a significant portion of our business, clients entrust us with confidential information to help them make information technology decisions. It is every associate's responsibility to safeguard all confidential client information obtained in any manner and to treat such confidential information in the same manner required for confidential information of the Company. Handling this information in a highly professional manner promotes the Company's integrity and its relationships with clients. You are reminded to exercise caution when discussing sensitive information outside the office. This is especially important when you are in public places such as elevators, hallways, restaurants and social gatherings. You should also review the Company's policy under the section entitled "Insider Trading And Stock Tipping" of this Code and the Company's Insider Trading Policy.

Conflicts of Interest. You must avoid actual conflicts of interest and the appearance of impropriety. You should review the Company's Conflict of Interest Policy for guidelines in this area.

Insider Trading and Stock Tipping. Insider trading generally involves individuals who buy or sell securities, including options, on the basis of inside information for the purpose of deriving a personal trading benefit from the information. Similarly, most stock tipping violations involve disclosure of inside information, often to a relative or a friend, for the purpose of obtaining an indirect benefit by enabling that person to buy or sell securities on the basis of such information.

The determination of whether your investment decisions, or your disclosure of inside information to others, constitutes unlawful insider trading or stock tipping is often based on circumstantial evidence. Such determinations can be embarrassing and costly for you and the Company. In addition, any associate who is found to have violated these laws could be subject to civil liability equal to three times the profits gained or the losses avoided, plus criminal penalties of up to $1 million and ten years imprisonment. The Company could also be subject to significant fines and penalties.

In order to minimize the likelihood of the above proceedings, the following guidelines have been developed to help you avoid even the appearance of insider trading or stock tipping, without unduly restricting your ability to make personal investments or the ability of the Company to properly use and disclose inside information in the ordinary course of conducting its business. As a rule, you should exercise the utmost care when in possession of confidential information. When in doubt, assume that the information is confidential and therefore subject to this high standard of care.

  • You should refrain from buying, selling or recommending that someone else buy, sell or retain securities of the Company or any other entity while you are in possession of inside information (as defined below) regarding such company.

  • You should refrain from disclosing inside information to anyone outside the Company (including family members), except when such disclosure is reasonably believed to be necessary for the normal conduct of business and then only in the absence of reasons to believe that such information will be misused by the recipient of the information (as determined below).

  • You should refrain from disclosing or discussing inside information within the Company, except when such disclosure is reasonably believed to be necessary for the normal conduct of business, and then only in the absence of reasons to believe that such information will be misused by the recipient of the information.

Inside information is material non-public information of a company that is not available to investors as a whole. Such information is considered non-public until it has been disclosed in a manner sufficient to ensure its availability to the investing public and has been available for two full business days. Information is considered material if a reasonable investor would consider such information important in deciding whether to buy, sell or retain a security. Examples of inside information include financial projections, major contract awards and cancellations, and business acquisition or disposition information. For the purpose of applying these guidelines, securities include any publicly traded stock, bond, note, debenture, put or call option, or any other similar instrument.

Meeting with the Public and Investor Relations. The Company's associates are expected to create a good impression at all times and to project a positive and supportive attitude about the Company and its products and services. The Company needs to maintain a single line of contact with the investment community and with the media and press. Associates should not make derogatory comments about the Company, its products, services, management, associates and systems. Additionally, no associates should discuss the Company's plans, strategies or results with clients, securities analysts, investors or members of the press. You should refer all inquiries to the Vice President of Investor Relations or the General Counsel.

Employment of Clients. No associate shall solicit a client interface for employment by the Company and no associate of the Company shall hire a client interface unless the following steps have been taken to protect the Company's client relationship:

  • The client interface approached the Company with interest or made himself/herself available for candidacy at his/her own request.

  • The associate notifies the Human Resources department of the client interface's interest in pursing employment with the Company. Human Resources will advise the appropriate department heads, Vice President and members of senior management. Vice Presidents and members of Senior Management of this interest and collectively a decision will be made as to the appropriate measures to take to protect the client relationship in the Company.

  • Once mutual interest has been determined, the interface must inform his/her management that conversations are being pursued with the Company.

  • In the event of controversy surrounding the interface and his/her candidacy, it may become necessary for a department head or a Vice President to initiate a conversation with the candidate's management.

Use of Software. The Company licenses the use of its computer software from a variety of outside companies. The Company does not own this software and, unless authorized by the software developer, does not have the right to reproduce the software or any of its related documentation. You must obtain and use software only in accordance with the applicable license agreements, copyrights and fee structures. Any associate who misuses software or its related documentation is subject to discipline, up to and including termination. Additionally, the company and the associate may be subject to civil damages of $50,000 or more and criminal penalties including fines and imprisonment for infringement under U.S. copyright laws.

ASSOCIATE RELATIONS WITH GARTNER

Policy

It is the policy of the Company to conduct its business affairs with the utmost integrity, using sound business practices. The Company's objectives require that its assets, including proprietary information, be safeguarded at all times to ensure continued growth and prosperity.

Your Responsibility

As an associate of the Company, it is your responsibility to protect the assets of the Company and to conduct your daily activities using sound business practices. You are also expected to adhere to the terms and conditions set forth in the Confidentiality Agreement and/or Agreement Regarding Certain Conditions of Employment that you have signed, and as may be updated from time-to-time. Key areas of responsibility are summarized below. These areas do not encompass all situations that may arise and you are urged to contact the General Counsel should a questionable situation arise.

Key Areas Of Responsibility

Confidential Information. The Company develops and uses a wide variety of confidential information which includes, among other things, computer programs, computer access information, new business ideas, product plans, marketing plans, sales and other forecasts, client lists and trade secrets. This proprietary information is crucial, as it enables the Company to compete effectively. Your obligations regarding Company confidential information are more particularly set forth in the Confidentiality Agreement and/or the Agreement Regarding Certain Conditions of Employment signed by you, and as may be amended from time-to-time, and the section on "Protection of Trade Secrets" in the policy entitled "Intellectual Property."

Under no circumstances shall any associate use improper means to acquire, use or disclose any confidential information or trade secrets. Improper means include, but are not limited to, the following examples:

-Fraud or other illegal activities.
-Extraordinary means to overcome precautions designed and implemented to protect trade secrets.
-Information disclosed by a former associate. Such information should be considered a trade secret of that associate's former employer.
-Bribing in order to receive information that is another's trade secret.
-Concealing the nature of one's employment and the identity of one's employer to receive information that is another's trade secret.

Further, it is improper to obtain or learn trade secrets from someone who the Company knows, or has reason to believe, is under an obligation to the owner of such trade secrets to maintain the trade secrets' confidentiality. No associate shall solicit or accept information regarding any company's trade secrets from former associates, suppliers or agents of the owner of such trade secrets, except in accordance with the parameters of a consulting assignment and the terms of any relevant confidentiality agreement between the Company and the owner of such trade secret. Any documents received containing confidential information or trade secrets should be forwarded immediately to the General Counsel, who will determine how to proceed.

You may not take any materials which contain confidential information with you upon termination of your employment, and the Company reserves the right to review the materials that you intend to take when you leave. The Company will vigorously protect its rights against current and former associates who improperly take, disclose or otherwise use Company confidential information.

Safeguarding the Assets of the Company. The Company's assets are necessary for the on-going performance of its business and are critical for maintaining its competitive advantage. Such assets include its funds, premises, fixed assets, office supplies and computer equipment, as well as proprietary information and intellectual property (such as business plans, financial information, ideas for new services and products, customer lists, trademarks, copyrighted material and other confidential information as described above). As an associate of the Company, these assets are available to you so that you may fulfill your job responsibilities and should be used solely for that purpose and not for your personal benefit. You should review the Company's policy entitled "Security" for additional information in this area.

Accuracy of the Company's Books and Records. It is the policy of the Company to maintain accurate books and records in accordance with generally accepted accounting principles and to maintain an internal control structure that will provide reasonable assurance that:

  • all transactions are executed in accordance with management's authorization.

  • all transactions are recorded accurately, timely and completely.

  • access to assets of the Company is in accordance with management's authorization.

  • all transactions recorded are real, and recorded assets are periodically compared to the physical existence of the assets.

The Company has adopted and will continue to adopt procedures to accomplish the above which include: budget processes, review and approval processes, reconciliation procedures, internal reporting and analysis and procedures to ensure that there is a proper segregation of duties between internal job functions.

As an associate of the Company, it is your responsibility to follow the Company's internal control procedures, as the same are in effect from time-to-time. It is also your responsibility to provide complete and accurate information when it is requested, and to input only accurate information into any of the Company's books and records. If you believe a problem exists, you should contact either the Vice President of Internal Audit, the General Counsel, or, under appropriate circumstances, the Audit Committee of the Board of Directors.

Senior financial officers and professional staff hold an important and elevated role in corporate governance and in upholding the integrity of the Company's business information. As a member of the Company's Financial Management group, you are expected to act with honesty and integrity, with due care, competence and diligence. The information you provide to constituents must be accurate, complete, objective and relevant. You must comply with all applicable rules and regulations, and respect the confidentiality of the information you acquire in the course of your work. You should review the Company's policy entitled "Ethical Principles For Financial Management Associates" for additional information in this area.

Substance Abuse. Associates may not sell, purchase, use, possess or be under the influence of alcohol or any illegal substance while on the Company's premises or at any Company sponsored or business related function. Alcohol, in reasonable quantities, may be consumed if provided by the Company at a Company or other business function, and such consumption does not interfere with your duties at such function or the Company's reputation.

Associate Records. Personnel, medical, benefits and all other associate records are confidential information. Your records are not released externally, except with written approval from you or to comply with our legal obligations and official investigative requests. This information is also not released to any individual within Gartner except on an as needed basis in order for that individual to perform his/her job responsibilities. Please contact the Human Resources Department if you wish to review your associate records.

Discrimination and Harassment. It is important for you to avoid any comments or behavior that another individual might reasonably regard as reflecting racial, religious, age or gender bias. Harassment or derision of any nature will not be tolerated by Gartner. The Company expects that you will behave in full compliance with these guidelines. See the policy entitled "Policy Regarding Mutual Respect (Avoiding Harassment)" for more information.