Code of Business Ethics - Akamai Technologies Inc.
[AKAMAI LOGO]
CODE OF BUSINESS ETHICS
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INTRODUCTION
Akamai is committed to operating its business with ethics, integrity and
in compliance with all applicable laws and regulations. Dealing honestly and
fairly with others and doing our best to make the right choices will help us
achieve our business goals and maintain a great working environment. This Code
of Business Ethics has two primary purposes: to help all of us maintain Akamai's
high standards of conduct and to encourage the reporting of ethical or legal
issues, questionable practices and irregularities to management. Achieving both
of these goals is critical to the Company's success.
Values
Akamai values integrity, honesty, fairness and ethics as the cornerstones
of all employee behavior. Specifically, we expect all employees to:
- Tell the truth
- Be fair
- Respect others
- Use good judgment
- Encourage intellectual curiosity and honesty
By keeping these values in sight as we conduct every aspect of our
business, we can be sure to treat others as we would like to be treated; pursue
only those business opportunities that will support these values; and promote
relationships and partnerships that will withstand the highest public scrutiny
and ethical review. These values should serve as a touchstone for all of us as
we conduct business for Akamai.
CODE OF CONDUCT
General
This Code cannot address every difficult situation that you might come
upon, so it is important to use common sense and good judgment - and when in
doubt, ask. Any person who has any questions about this Code of Conduct should
contact Akamai's General Counsel or the Vice President of Human Resources (the
"Policy Administrators").
Also, it is an essential part of this Code that you have confidential and
effective ways for reporting violations of laws, regulations, or Akamai policies
when you become aware of them. These options are described in the Assistance and
Compliance section below.
Engaging in the types of activities prohibited by this Code of Conduct
constitutes a serious offense and may subject you to disciplinary action, up to
and including termination.
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Compliance with Laws, Rules and Regulations
Akamai requires that all employees, officers and directors comply with all
laws, rules and regulations applicable to the Company wherever we do business.
You are expected to use good judgment and common sense in seeking to comply with
all applicable laws, rules, and regulations, and to ask for advice when you are
uncertain about them. If you have questions about the laws and regulations that
apply to your job and responsibilities, contact Akamai's Legal Department.
While it is the Company's desire to address matters internally, nothing in
this Code should discourage you from reporting any illegal activity, including
any violation of the securities laws, antitrust laws, environmental laws, or any
other federal, state or foreign law, rule, or regulation, to the appropriate
regulatory authority. Nothing in this Code is intended to prohibit you from
testifying, participating, or otherwise assisting in any state or federal
administrative, judicial, or legislative proceeding or investigation.
Conflicts Of Interest and Related Rules
A conflict of interest is a situation where your personal interest
(financial or otherwise) interferes with or influences your judgment and
decision-making on behalf of the Company.
Employees, officers, and directors are expected to act in the best
interests of the Company and its stockholders. This means that all of us need to
use good judgment, adhere to high ethical standards, and avoid situations that
create an actual or potential conflict, or even the appearance of a conflict,
between personal interests and the interests of Akamai.
Examples of situations in which a conflict of interest might arise include
(but are not limited to):
- Working for or providing services to an actual or potential
competitor, supplier, vendor, or customer of the Company.
- Accepting gifts, entertainment, loans, compensation, concessions, or
other benefits from an actual or potential competitor, supplier,
vendor, or customer of the Company.
- Solicitation or acceptance by an employee or a member of an employee's
immediate family of any personal loan or guarantee from an actual or
potential customer, supplier, vendor, or competitor of the Company.
Some of the most common areas in which conflicts of interest arise are
personal investing and business relationships. Officers, directors and employees
of the Company may not, directly or indirectly, make personal investments or
enter into financial or business relationships that conflict with the business
of the Company. The following rules apply to some of the more common conflicts
that may arise in this area.
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IMPAIRMENT OF JUDGMENT: No officer, director, or employee may make any
decision to buy or sell any personal investment, or enter into any financial or
business relationship, or participate in any transaction that would impair his
or her independence of judgment or adversely affect the performance of his or
her duties. In furtherance of this general rule, the Company prohibits any
officer, director, or employee responsible for the relationship between the
Company and another business enterprise from making any investment in, or
entering into any business or financial relationship with, such other enterprise
for his or her own account or for the account of any family member.
EXAMPLE: You have ongoing oversight responsibility for the Company's
customer care relationship with a customer. You may not enter into any
other business or financial relationship with such customer.
In addition, before agreeing to join the board of directors, board of
advisors, or advisory committee of, or undertake any similar responsibilities
for another company or institution (excluding charitable or similar
organizations), an employee must obtain the prior approval of the Executive
Committee which may, in turn, refer such matter to the Board of Directors.
USE OF POSITION FOR PERSONAL PROFIT: No officer, director, or employee may
use his or her position with the Company for personal profit or gain (other than
compensation paid to him or her by the Company), or for the profit or gain of
any family member. No officer or employee may purchase any security, make any
investment or enter into any transaction which, because of his or her position,
is offered as a personal favor or is made available on terms or conditions more
favorable than those generally available to the public.
EXAMPLE: You are responsible for purchasing computer equipment for the
Company. You may not ask or allow an equipment supplier doing business
with the Company to supply equipment to your spouse's business at a
special rate.
PERSONAL USE OF CONFIDENTIAL OR PROPRIETARY INFORMATION: No officer,
director, or employee may make personal use of confidential or proprietary
information, particularly material nonpublic information, acquired as an
officer, director, or employee of the Company, including using such information
to make any decision to buy or sell any securities, real property, personal
property, or other investment, or to enter into any financial or business
relationship for his or her own account or for the account of any family member.
EXAMPLE: You are a Product Marketing employee and have access to
proprietary information, such as information from another company on a new
product development strategy. You may not rely on that information to make
personal investments in such company or other enterprises.
APPROPRIATION OF BUSINESS OPPORTUNITY: No officer, director, or employee
may appropriate for his or her benefit, or for the benefit of any family member,
any business opportunity that is discovered or developed in the course of
Company duties and that relates to any business in which the Company engages or
may engage.
EXAMPLE: You are aware that the Company is seeking to expand its office
space. A broker contacts you to indicate that a parcel of commercial real
estate is available for sale. You may not acquire or offer to acquire the
property unless you have offered it to the Company and the appropriate
Company officers and committees have declined to purchase the property.
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Because of the myriad of circumstances in which conflicts may develop, an
exhaustive review of all potential conflict situations is not possible. It is
your responsibility to disclose any transaction or relationship that reasonably
could be expected to give rise to a conflict of interest to the General Counsel
or, if you are an executive officer or director, to the Board of Directors, who
shall be responsible for determining whether such transaction or relationship
constitutes a conflict of interest.
Engaging in an activity in which you have a conflict of interest or the
failure to disclose a conflict of interest constitute a serious offense and may
subject you to disciplinary action, up to and including termination.
Honest and Ethical Conduct and Fair Dealing
Employees, officers, and directors must deal honestly, ethically, and
fairly with the Company's suppliers, customers, competitors, and employees.
Statements regarding the Company's products and services must not be false,
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.
Examples of prohibited conduct include:
- Representing the Company in a manner that compromises the integrity of
the Company or embarrasses the Company, its customers, or other
employees.
- Falsifying or misrepresenting information on your employment
application, timecards, expense reports, or other Company records or
documents.
Doing Business with the Federal Government
When doing business with government officials or employees, we all must
adhere to strict rules and regulations, as well as this Code. Failure to adhere
to these requirements could result in criminal sanctions and the loss of some or
all of Akamai's government business. In addition, once a contract is signed with
the federal government, its terms must be strictly complied with, without
substitutions or deviations. The appropriate government representative must
approve any change, no matter how slight, in writing.
See the Policy on Doing Business with the Federal Government for further
information.
Protection and Proper Use of Corporate Assets
Employees, officers, and directors should seek to protect the Company's
assets. Theft, carelessness, and waste have a direct impact on Akamai's
financial performance. You may only
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use the Company's assets and services for legitimate business purposes of the
Company and not for any personal benefit or the personal benefit of anyone else.
Examples of prohibited conduct include:
- Theft of Company property or the property of others; unauthorized
possession or removal of Company property or the property of
co-workers, customers, suppliers, or visitors.
- Deliberately damaging or defacing either Company or another person's
property.
- Violating the Company's proprietary information and non-disclosure
agreements; disclosing confidential or proprietary company information
to competitors, unauthorized organizations or individuals, or to
unauthorized Akamai employees.
Accuracy of Books and Records and Public Reports
Tell the truth - consistent with Akamai's values, we believe in honest and
accurate public reporting. It is Akamai's policy 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.
Your role in honest and accurate reporting is important, and you are
responsible for the accuracy of your records and reports.
Akamai's books, records, and accounts must be maintained in accordance
with all applicable regulations and standards, and accurately reflect the true
nature of the transactions they record. Akamai's financial statements must
conform to generally accepted accounting rules and to our accounting policies.
No undisclosed or unrecorded account or fund shall be established for any
purpose. No false or misleading entries shall be made in the Company's books or
records for any reason, and no disbursement of corporate funds or other
corporate property shall be made without adequate supporting documentation.
ASSISTANCE AND COMPLIANCE
How to Recognize an Issue
This Code cannot cover every situation that you may face. If you are faced
with a situation where you are not sure whether the Code applies, you should
discuss it with your supervisor, the General Counsel, or the Vice President of
Human Resources. A supervisor who receives information about a possible
violation of this Code must discuss the situation with the General Counsel or
the Vice President of Human Resources.
Some types of ethical issues are easy to recognize, but some may be more
difficult to identify. You should watch for these signs that there may be an
ethical issue involved:
- You feel uncomfortable about a business decision or about something
you have been asked to do.
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- You have witnessed a situation that made you or someone else feel
uncomfortable.
- You feel that Akamai would be embarrassed if the situation became
public.
****** WHEN IN DOUBT, ASK******
How to Raise an Issue/Investigations/Whistle Blower Protection
You play a critical role in maintaining Akamai's values. You are also
responsible for reporting any suspected violation of this Code to your
supervisor, the Vice President of Human Resources, or the General Counsel. If
you would prefer to raise an issue through a third party or to remain anonymous,
U.S. employees may call the Company's toll-free Ethics Hotline at (877)
888-0002. International employees and callers outside the U.S. may call (770)
810-1147 COLLECT. While we prefer that you identify yourself when reporting
suspected violations so that we may follow up with you, you may leave an
anonymous message. Supervisors are responsible for immediately reporting
suspected violations to the Vice President of Human Resources or the General
Counsel. No employee who, in good faith, brings ethical or legal issues,
questionable practices, or irregularities to the attention of management, or who
cooperates in an investigation of the same, will be discharged, demoted,
suspended, threatened, harassed, or in any other manner discriminated against in
the terms and conditions of his/her employment because of his/her actions.
Employees who are contacted to assist in an investigation are expected to
cooperate and share information as requested.
Akamai will investigate all potential violations of the Code. Unless
required to ensure compliance with the Code, to carry out an effective
investigation, or as required by law, the Company will keep the identity of
reporting employees confidential.
Reporting and Compliance Procedures
If the General Counsel or Vice President of Human Resources receives
information regarding an alleged violation of this Code, he or she shall, as
appropriate, (a) evaluate such information, (b) if the alleged violation
involves an officer or a director, inform the Chief Executive Officer and Board
of Directors of the alleged violation, (c) determine whether it is necessary to
conduct an informal inquiry or a formal investigation and, if so, initiate such
inquiry or investigation, and (d) report the results of any such inquiry or
investigation, together with a recommendation as to disposition of the matter,
to the Chief Executive Officer for action, or if the alleged violation involves
an executive officer or a director, report the results of any such inquiry or
investigation to the Board of Directors or a committee thereof.
See special procedures below for concerns regarding accounting matters in
"Reporting of Concerns Regarding Accounting or Auditing Matters".
You are expected to cooperate fully with any inquiry or investigation by
the Company regarding an alleged violation of this Code. Failure to cooperate
with any such inquiry or investigation may result in disciplinary action, up to
and including discharge.
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The Company shall determine whether violations of this Code have occurred
and, if so, shall determine the disciplinary measures to be taken against any
employee who has violated this Code. Alleged violations relating to executive
officers or directors shall be submitted to the attention of the disinterested
independent members of the Board of Directors for a determination of whether a
violation of this Code has occurred and, if so, the disciplinary measures to be
taken against such executive officer or director.
Reporting of Concerns Regarding Accounting or Auditing Matters
Employees with concerns regarding questionable accounting or auditing
matters or complaints regarding accounting, internal accounting controls or
auditing matters may confidentially, and anonymously if they wish, submit such
concerns or complaints in writing to our General Counselor may use the toll-free
telephone number for the Ethics Hotline at (877) 888-0002 (U.S. employees) or
(770) 810-1147 (international employees; call collect). All such concerns and
complaints will be forwarded to the Audit Committee of the Board of Directors,
unless they are determined to be without merit by the General Counsel, the Chief
Financial Officer and the Chairman of the Audit Committee of the Company. In any
event, a record of all complaints and concerns received will be provided to the
full Audit Committee each fiscal quarter.
The Audit Committee will evaluate the merits of any concerns or complaints
received by it and authorize such follow-up actions, if any, as it deems
necessary or appropriate to address the substance of the concern or complaint.
The Company will not discipline, discriminate against or retaliate against
any employee who reports a complaint or concern, unless it is determined that
the report was made with knowledge that it was false.
Exceptions to the Code of Business Ethics
This Code cannot cover every situation that you may face. If you are faced
with a situation where it seems inappropriate to apply this Code, you should
discuss it with your supervisor or any other manager (including the General
Counsel or Vice President of Human Resources). Your supervisor should discuss
the situation with the General Counsel or the Vice President of Human Resources
if it is not clear whether the Code applies, or if it appears that an exception
is appropriate. The General Counsel shall be responsible for maintaining a
complete record of all requests for exceptions. The approval of the Executive
Committee must be obtained, or in the case of an exception requested by an
officer of director, the approval of a majority of the disinterested,
independent directors or an appropriate committee of the Board of Directors.
Discipline
All employees are expected to take the Code of Business Ethics seriously.
Engaging in the types of activities prohibited by this Business Code of Ethics
constitutes a serious offense.
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Disciplinary actions may range from a warning to termination or referral for
criminal prosecution, depending on the circumstances.
Relationship to Other Company Policies
In addition to the policies set forth in this Code of Business Ethics,
Akamai has implemented many other policies that relate to business ethics:
- Securities Trades By Akamai Personnel
- Non-Discrimination and Non-Harassment
- Americans with Disabilities
- Affirmative Action
- Proprietary and Confidential Information
- Accepting and Giving Gifts
- Safety and Security
- Drug-Free Workplace
- Corporate Travel and Expense Reporting
- Electronic Communications
- Message Board, Chat Room and Public Disclosure
- Violence-Free Workplace
- Policy on Doing Business with the Federal Government
These policies and procedures are detailed in Akamai's Employee Handbook
and, in some cases, on Aloha! They set forth clear and specific directions
concerning everyday business practices and behavior, and employees are expected
to be familiar with and conduct themselves in accordance with those policies.
Employees who have questions about this Code of Business Ethics or any other
company policy should contact their supervisor, the Human Resources Department
or the Legal Department.
THIS CODE ISN'T AN EMPLOYMENT CONTRACT, AND IT DOESN'T ALTER YOUR "AT-WILL"
EMPLOYMENT STATUS. YOUR STATUS AS AN AT-WILL EMPLOYEE MEANS THAT EITHER YOU OR
THE COMPANY CAN TERMINATE YOUR EMPLOYMENT RELATIONSHIP AT WILL, AT ANY TIME,
WITH OR WITHOUT REASON OR ADVANCE NOTICE. IT MAY BE NECESSARY OR DESIRABLE IN
THE FUTURE TO CHANGE OR MODIFY THIS CODE, IN RESPONSE TO CHANGES IN THE LAW,
CORPORATE CHANGES, OR FOR OTHER REASONS. MANAGEMENT AND/OR THE BOARD OF
DIRECTORS HAVE SOLE AUTHORITY TO CHANGE, MODIFY AND INTERPRET THIS CODE AT ANY
TIME, AND THEIR INTERPRETATION OF THE CODE SHALL BE BINDING. EMPLOYEES WILL BE
NOTIFIED IF SUBSTANTIVE CHANGES ARE MADE TO THIS CODE.
February 2003
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