Standards of Business Conduct

LETTER FROM THE CHIEF EXECUTIVE OFFICER

As one of the world's leading technology companies, VERITAS Software is committed to not only developing superior technology for our customers but also building a world-class company. With this commitment to excellence comes significant responsibility to conduct ourselves in a fair, ethical and legal manner at every level of our organization and at every location where we do business.

In an effort to clearly define our standards of excellence, we have established the VERITAS Software Standards of Business Conduct, which are built on our existing policies, to highlight the values and principles that serve as the foundation of our company. These standards provide clear guidelines that are designed to help us maintain the highest level of ethical business conduct, while also complying with the laws, rules and regulations that apply to our business.

Since these Standards of Business Conduct apply to everyone who works for and is affiliated with VERITAS Software, I ask that you read them very carefully (in their entirety) and adhere to them in order to protect yourself and the company from any potential consequences. The Standards of Business Conduct are also useful as a reference when you have questions about any specific business conduct and ethical standards issues.

Thank you for continuing to do your part to make VERITAS Software a world-class company.

Sincerely,

Gary L. Bloom
Chairman of the Board, President and Chief Executive Officer

 

TABLE OF CONTENTS

  • Overview
    • Purpose
    • Worldwide Application
    • Compliance with Law
    • Additional Information
  • Protecting VERITAS Software Assets
    • Handling of Confidential Information
    • Communication Guidelines
    • Intellectual Property
    • Conflicts of Interest
    • Controllership
  • Relationships with VERITAS Software Customers, Suppliers and Competitors
    • Dealing with Governmental Entities
    • Dealing with Foreign Countries
    • Improper Payments
    • Dealing with Competitors
    • Dealing with Channel Partners
  • Responsibility to our Employees
    • Fair Employment Practices
    • Employee Health and Safety
    • Employee privacy
  • Administrative Matters
  • How to Raise an Ethics Concern

 

Overview

Purpose
We drafted the Standards of Business Conduct with three basic goals in mind. They are:

  • To promote honest and ethical conduct by our employees;
  • To promote full, fair, accurate, timely and understandable disclosure by the company in our periodic reports; and
  • To help the company and our employees comply with applicable laws, rules and regulations.

Please keep these standards handy and review them frequently.

Worldwide Application
The Standards of Business Conduct apply to all of the directors, officers and employees of VERITAS Software Corporation and all of its subsidiaries wherever located, collectively referred to herein as "employees." In addition, third parties representing VERITAS Software - such as consultants, agents, distributors and independent contractors - will be provided the Standards of Business Conduct and required to comply with applicable terms when performing work for VERITAS Software.

Compliance with Law
You must comply with the laws, rules and regulations in each country where we conduct business. Because VERITAS Software is a public company headquartered in the United States, the Standards of Business Conduct are based primarily on U.S. laws. Local laws may in some cases be less restrictive than the principles discussed here. In those situations, you must comply with the Standards of Business Conduct even if your conduct would otherwise be legal. On the other hand, if local laws are more restrictive than these standards, you must comply with the applicable local laws. Because of the complexity of the laws that apply to our business, the Standards of Business Conduct provide only general guidance. Any questions or comments about the application of these laws to a particular activity should be directed to VERITAS Software's Legal Services department.

Additional Information
The Standards of Business Conduct contain policies governing the conduct of all VERITAS Software employees in the course of our business. The Standards of Business Conduct are intended to supplement, not replace, VERITAS Software's employee handbook and other VERITAS Software policies or procedures. This document and the policies described in it are not intended as an employment contract. We may change, suspend or revoke the Standards of Business Conduct at any time, subject to applicable law.

Protecting VERITAS Software Assets

As VERITAS Software employees, each of us has a direct role in helping to protect the company's assets, whether it is information about product development, an upcoming deal or other confidential information. In addition, we have an obligation to ensure that business decisions made on behalf of VERITAS Software are not compromised by conflicts of interest. The following policies, summarized in this section, concern our responsibilities for protecting VERITAS Software assets.

Handling of Confidential Information

General Principles
As a leading technology company, we have included standards applicable to the handling of confidential information. We believe our ability to sustain our success and to avoid ethical and legal problems depends in part on your understanding of how to use and protect confidential information.

Confidential Information of VERITAS Software
You have access to information that is confidential information of VERITAS Software. This confidential information includes, but is not limited to, software and other inventions developed or licensed by or for VERITAS Software (regardless of the stage of development), marketing and sales plans or information, competitive analyses, product development plans, business and financial plans or forecasts, and prospect, customer and employee information.

You must keep VERITAS Software confidential information confidential and use it only in the course of performing your job. You must not disclose confidential information to third parties except when there is an appropriate nondisclosure agreement (NDA) in place, which can be provided by VERITAS Software's Legal Services department.

Confidential Information of Other Companies
You may also be given confidential information from or about other companies or persons. This information may have been received by VERITAS Software in writing under a nondisclosure agreement with specific procedures for its use and protection, or may have been received informally, in conversation or otherwise. It is our policy to protect third party confidential information in a manner similar to how we protect VERITAS Software confidential information.

Insider Trading
You must comply with all federal and state securities laws governing securities trading. You must not trade in VERITAS Software securities while in the possession of material nonpublic information concerning VERITAS Software, and you may not give material nonpublic information concerning VERITAS Software to other persons who may trade on the basis of that information.

Communication Guidelines

General Principles
In order to ensure timely and accurate communication and to abide by applicable law, it is our policy that information about VERITAS Software will only be communicated to persons outside VERITAS Software by persons authorized to do so and in a manner consistent with the company's established procedures.

Public Disclosure of Financial Information
Only those persons authorized to do so may provide or disclose information about VERITAS Software's business and financial results or discuss that information with financial and industry analysts, the press, stockholders, brokers and personal financial advisors. The persons who are authorized to do so are our Chief Executive Officer, our Chief Financial Officer and our investor relations team, as well as other persons authorized by them to have such discussions.

Communications about Legal Matters
You must exercise care when communicating about legal matters involving VERITAS Software. You must not disclose any information about legal matters to persons outside VERITAS Software, and you must not disclose that information to any person within VERITAS Software who does not have a need to know the information. Written or oral communications with attorneys in VERITAS Software's Legal Services department may be privileged information, but care should be taken to maintain the privilege. If you have any questions or concerns regarding such communications, contact VERITAS Software's Legal Services department for assistance.

Government Investigations
It is VERITAS Software's policy to cooperate fully with governmental investigations of the company or its employees consistent with the safeguards that the law has established for the benefit of persons under investigation. You must direct any government communications and inquiries to VERITAS Software's Legal Services department, which is responsible for representing VERITAS Software in all such investigations. If you are authorized to provide any information to government investigators, any information you provide must be true and complete.

Intellectual Property
Among VERITAS Software's most valuable assets is its intellectual property - patents, trade secrets, trademarks, copyrights and other proprietary information. It is our policy to establish, maintain and protect our intellectual property. All employees must take steps to safeguard these assets.

It is VERITAS Software's policy to respect the intellectual property rights of others, including copyrights, as well as to observe the terms and conditions of any license agreements to which the company has agreed. You should assume that the software and other written materials used by you are copyrighted, and you do not have the right to distribute those materials, use them in any VERITAS Software products or make copies except for backup purposes unless you have specific information to the contrary.

Conflicts of Interests

General Principles
VERITAS Software recognizes that you may take part in legitimate, financial business and other activities outside your job. However, those activities must be lawful and free of conflicts with your responsibilities as a VERITAS Software employee. You must not misuse VERITAS Software resources or influence, or discredit VERITAS Software's good name or reputation.

You must avoid situations of actual or potential conflicts of interest. A conflict of interest occurs when your personal interests interfere or appear to interfere with the interests of VERITAS Software. You must avoid situations where your loyalties are divided between VERITAS Software's interests and your own or those of any close relative. You also must avoid any activity that is competitive, adverse or hostile to VERITAS Software, or interferes with the performance of your duties, responsibilities or loyalty to the company. You should avoid even the appearance of a conflict of interest.

Some examples of potential conflicts of interests that must be avoided include:

  • Any material ownership interest in a competitor of VERITAS Software, or any material ownership interest in a supplier, customer or other entity with which an employee has direct business dealings (or approval responsibilities) on behalf of VERITAS Software.
  • Any consulting or employment relationship with a supplier, customer or competitor of VERITAS Software, except when authorized by VERITAS Software's Chief Executive Officer;
  • Any service on any board of directors or board of advisors of a supplier, customer or competitor, except when authorized by VERITAS Software's Chief Executive Officer;
  • The receipt of any excessive gifts, gratuities or entertainment from any company or person with which VERITAS Software has business dealings that violates governmental regulation or is outside of normal industry practice, thereby creating an appearance of impropriety; and
  • Taking personal advantage of an opportunity that you learned of in the course of your duties or employment with VERITAS Software that creates an appearance of impropriety.

If a conflict develops, or even if you are concerned that a conflict might develop, discuss the matter with your immediate manager or the Office of Ethics and Compliance.

Corporate officers and directors are subject to additional restrictions. Please see VERITAS Software's Conflict of Interest Policy for Corporate Officers and Directors, which is administered by the Office of the General Counsel.

Controllership

Complete and Accurate Books and Records
VERITAS Software's financial books and records must be complete, accurate, comply with all applicable laws, rules and regulations (including those of the Securities and Exchange Commission), and comply with generally accepted accounting principles (GAAP) or local statutes where applicable. You must follow all VERITAS Software finance policies that apply to you and cooperate fully and truthfully with VERITAS Software's internal and external auditors. Policies that all employees must read and understand relating to controllership concerns include:

  • Purchasing Policy. For further information, please see VERITAS Software's Purchasing Policy.
  • Revenue Recognition Policy. For further information, please see VERITAS Software's Revenue Recognition Policy.

In addition to these policies, the Finance website contains additional information concerning controllership issues for your review. You must not make or cause to be made any fraudulent or intentionally false entries on the books and records of VERITAS Software, use any fund or asset of VERITAS Software for any unethical or improper purpose, or establish or maintain any unrecorded fund or asset of VERITAS Software for any purpose. In addition, you must not fraudulently induce, coerce, manipulate or mislead VERITAS Software's internal or external auditors for the purpose of causing VERITAS Software's financial statements to be misleading, or alter or destroy any document for that purpose.

Public Disclosures
As a public company, VERITAS Software has an obligation to disclose full, fair, accurate, timely and understandable disclosure in our periodic reports. If you believe that any disclosure is materially misleading, report the suspected problem to VERITAS Software's Legal Services department.

Relationships with VERITAS Software Customers, Suppliers and Competitors

Dealing with Government Entities
You should understand that special requirements may apply when contracting with any governmental body (including national, state, municipal, or similar government divisions in local jurisdictions). Some key requirements for doing business with a government entity are:

  • Accurately representing which VERITAS Software products are covered by government contracts;
  • Abiding by applicable laws and regulations, with particular emphasis on those special requirements associated with government contracts and transactions; and
  • Not improperly soliciting or obtaining confidential information, such as sealed competitors' bids, from government officials prior to the award of a contract.

Dealing With Foreign Countries

Compliance with U.S. Antiboycott Laws
It is our policy to comply fully with the U.S. antiboycott laws. If you are involved in selling our products or services internationally, you must be familiar with these laws and observe all of their requirements. If you have any questions or concerns, contact the Export Compliance Officer in VERITAS Software's Legal Services department for assistance.

Compliance with International Trade Control Laws
It is our policy to comply fully with all applicable export control laws. In general, export control laws regulate the export of our products from one country to another. Export control laws are very complex. If you are involved in selling our products or services internationally, you must be aware of the export control laws and their applicability to our products and services. You must give true and complete information to VERITAS Software and to the government when asked, including both information as to the technology in question and the economic value of the exports. You should be alert to situations in which inaccurate information may have been furnished, either to us or to our agents, involving the ultimate destination or use of our goods.

New Foreign Countries
A decision to expand our sales reach or to establish any VERITAS Software operation in any country other than where VERITAS Software is already doing business may have important legal and tax consequences. It is our policy that no employee may undertake to expand our operations into any new country without prior consultation with both VERITAS Software's Finance and Legal Services departments and the approval of VERITAS Software's Chief Executive Officer.

Improper Payments

Giving Gifts
You may not make any payment or give any gift with the intention of obtaining inappropriate benefits. This may be viewed as a bribe or other misconduct and is prohibited. Gifts of commonly distributed items of nominal value or reasonable meals and entertainment consistent with industry practice are permitted, as are prizes in authorized company contests with fair and published rules. Similar rules apply to receiving gifts. See Conflicts of Interests, above.

Be aware that it is against our policy, and possibly illegal, to make payments or give gifts to government officials. See Payments to Foreign Government Officials, below.

Payments to Foreign Government Officials
It is our policy that employees must not make or authorize a bribe, payment or gift to any government official for any reason whatsoever, even if the bribe, payment or gift is of nominal value. You must comply with the Foreign Corrupt Practices Act ("FCPA"), which prohibits the making or offering of any payment to any foreign government official for the purpose of obtaining favorable government action or obtaining or keeping government business. Bribes, payments or gifts can include non-cash payments in the form of goods, services, use of another company's property, forgiving an obligation, and so forth. All VERITAS Software employees are responsible for FCPA compliance and the procedures to ensure FCPA compliance. All managers and supervisory personnel must monitor continued compliance with the FCPA.

Before making any payment or giving anything of value to a foreign government official, contact VERITAS Software's Legal Services department for assistance. If you become aware of apparent FCPA violations, notify the Legal Department or the Office of Ethics and Compliance immediately.

Dealing with Competitors
You must compete fairly and honestly with competitors and avoid unfair or illegal trade practices. To assist you in meeting your obligation, you must abide by the following principles:

  • Do not engage in any improper competitive practice with the purpose of eliminating competition or competitors;
  • Do not engage in any unfair or deceptive trade practice or act, including the use of false, misleading or deceptive advertising;
  • Do not use another's trademark or trade name to imply inaccurately a connection, affiliation, endorsement or sponsorship; and
  • Do not have discussions with competitors regarding pricing, conditions of sale, product quality or quantity, distribution, territories or customers.

Keep in mind that illegal conduct may be inferred from your actions, including "tacit understandings" and "off-the-record" conversations. You must avoid any improper discussions in all written, oral and electronic communications.

Dealing with Channel Partners
Channel Partners are an important part of our business model. You must be aware of the special concerns that apply to dealing with Channel Partners, which include:

  • Resale Pricing. All Channel Partners should be free to set their own prices. If you deal with Channel Partners, our policy is not to discuss resale prices with them or with other Channel Partners.
  • Resale Agreements. Other contractual limits (other than price) should have a legitimate business purpose and be uniformly applied. Restrictions that prohibit a Channel Partner from competing with us are not allowed.
  • Terminating Channel Partners. You must consult with VERITAS Software's Legal Services department when considering terminating or refusing to deal with a particular Channel Partner.
  • Prices for Channel Partners. It is generally not appropriate to offer different prices or services to different Channel Partners for the same products.

If you have any questions or concerns, contact VERITAS Software's Legal Services department for assistance.

Responsibility to our Employees

Fair Employment Practices
VERITAS Software expects employees to interact with each other in a professional and respectful manner, to foster a workplace that supports honesty, integrity, respect and trust. VERITAS Software is an equal opportunity employer and bases employment decisions on merit, experience, and potential, without regard to race, color, national origin, marital status, age, religion, physical or mental disability, sexual orientation, citizenship, ancestry, gender, pregnancy, childbirth, medical condition or veteran status. Discrimination or harassment based on these protected categories is prohibited under VERITAS Software's policies. VERITAS Software will not retaliate against any employee for making a good faith complaint or report of discrimination or harassment or participating in the investigation of such a complaint or report.

Employee Health and Safety
The safety and security of employees is of primary importance. You are responsible for maintaining our facilities free from recognized hazards and complying with all relevant health and safety laws and regulations.

Employee Privacy
Employee personal and sensitive information is subject to confidentiality provisions. Access is limited to those individuals with a legitimate "need to know."

Administrative Matters

Office of Ethics and Compliance
VERITAS Software has instituted an Office of Ethics and Compliance (the "OEC") under the direction of Mary Ann Moran. The OEC reports to John Brigden, General Counsel and Chief Compliance Officer. The OEC will have direct access to VERITAS Software's Chief Executive Officer and VERITAS Software's Audit Committee. The OEC has been assigned overall responsibility to oversee compliance with the Standards of Business Conduct, and will be supported by VERITAS Software's Finance, Human Resources, Internal Audit, IS&T, Legal Services and other functional departments as needed. Depending on the nature of the compliance issue, the OEC will delegate authority to other departments and/or persons when appropriate.

Communication and Changes
The Standards of Business Conduct have been posted to our external website at www.veritas.com and to our intranet. Changes to the Standards of Business Conduct will be made to these online versions, and you will be advised of important changes by e-mail.

Acknowledgement
You must sign an acknowledgement indicating that you have read and understand the Standards of Business Conduct. VERITAS may require you to sign additional acknowledgement from time to time indicating that you have read and understand the Standards of Business Conduct and that you are not aware of any violations.

Training
You may be required to take a training course covering the Standards of Business Conduct and may be required to take refresher courses from time to time. You may also be required to attend additional training courses if that is appropriate for your job responsibilities.

Monitoring and Auditing Compliance
The Office of Ethics and Compliance will determine methods to monitor and audit employees' compliance with the Standards of Business Conduct. You must cooperate fully and truthfully in any compliance efforts.

Discipline
Your compliance with the Standards of Business Conduct is very important to VERITAS Software. Your failure to comply with these standards or with applicable law is subject to discipline by VERITAS Software, ranging from a reprimand to immediate termination of employment. VERITAS Software may take disciplinary action against:

  • Any employee who violates the Standards of Business Conduct or applicable law;
  • Any employee who deliberately withholds relevant information concerning a violation of the Standards of Business Conduct or applicable law;
  • Any manager who participates in a violation of the Standards of Business Conduct or applicable law, who fails to act diligently in responding to issues raised by employees or who fails to report any possible violations to the Office of Ethics and Compliance;
  • Any manager or employee who retaliates against any employee who reports a possible violation of the Standards of Business Conduct or applicable law or who cooperates in any investigation regarding such possible violations; and
  • Any employee who knowingly falsely or maliciously accuses another employee of a violation of the Standards of Business Conduct or applicable law.

Waivers of Compliance - General Procedure
The Office of Ethics and Compliance has the authority to grant waivers of compliance with the Standards of Business Conduct, either proactively or retroactively, except when the waiver involves a director, executive officer or financial officer.

Waivers of Compliance - Procedure for Directors and Officers
When a director, executive officer or financial officer (including the Chief Financial Officer, the Controller and the Chief Accounting Officer) requests a waiver of compliance with the Standards of Business Conduct, the following procedure is to be followed:

  • The Office of Ethics and Compliance will review the request and prepare a recommendation for approval or rejection of the request; and
  • The request will be submitted to VERITAS Software's Corporate Governance and Nominating Committee for approval or rejection by that committee.

Any waivers to directors and officers so approved will be disclosed as required under the rules and regulations of the Securities and Exchange Commission.

Changes to the Standards of Business Conduct
The Standards of Business Conduct may be changed from time to time, either on a periodic basis, or in response to employee feedback, changes in industry practice, changes in applicable law, or past violations of these standards.

While the Office of Ethics and Compliance has the authority to interpret and make administrative changes to the Standards of Business Conduct, only VERITAS Software's board of directors can approve a substantive change.

How to Raise an Ethics Concern

VERITAS Software offers you several ways to get answers to your questions about ethics issues and to raise any concerns about possible violations of the Standards of Business Conduct or applicable law:

  • Contact your immediate supervisor
  • Contact Mary Ann Moran, Director of the VERITAS Office of Ethics and Compliance, at ethics@veritas.com
  • Call the VERITAS Software Ethics Hotline at (877) 570-0392. For international calls: 1-510-744-1321.
  • Send by mail a letter or note to the Office of Ethics and Compliance to VERITAS Software Corporation, c/o MessagePeople-1007, P.O. Box 1164, Newark, CA 94560, or
  • Send an anonymous email to AnonyMessage.com.

Generally, your immediate manager will be in the best position to resolve the issue. All Managers must maintain an "open door" policy with respect to your questions and concerns, be diligent in responding to issues raised and promptly report any possible violations of the Standards of Business Conduct to the Office of Ethics and Compliance. You should also feel free to contact the Office of Ethics and Compliance directly, unless the Standards of Business Conduct refer to another contact person. You may raise your concern orally or in writing, and if you prefer, you may do it anonymously. The goal is to bring concerns into the open so that any problems can be resolved quickly.

If you believe there has been any violation of VERITAS Software's accounting practices, securities laws or legal requirements, or there is any issue that you believe should be brought to the attention of our Audit Committee, you may contact the Legal Department or the Audit Committee through one or more of the following means:

  • Contact John Brigden, VERITAS Software's General Counsel, at legalethics@veritas.com or (650) 527-1881;
  • E-mail the Audit Committee at auditcommittee@veritas.com (a copy of this message will also be directed to VERITAS Software's General Counsel and the Office of Ethics and Compliance);
  • Send by mail a letter or note to VERITAS Software Corporation, ATTN: Audit Committee, c/o MessagePeople-1007, P.O. Box 1164, Newark, CA 94560; or
  • Send an anonymous email to AnonyMessage.com.

All inquiries or reports will be handled as confidentially as possible, although confidentiality may not be appropriate in some circumstances.

Non-Retaliation
Under no circumstances will you be subject to any disciplinary or retaliatory action for reporting a possible violation of the Standards of Business Conduct or applicable law or for cooperating in any investigation of a possible violation. However, knowingly false or malicious reports will not be tolerated, and anyone filing such reports will be subject to appropriate disciplinary action.