Code of Business Conduct & Ethics - SPSS Inc.
SPSS INC.
CODE OF BUSINESS CONDUCT & ETHICS
1. PURPOSE
SPSS Inc. ("SPSS") is committed to conducting its business with the highest
level of integrity. As such, SPSS is adopting this Code of Ethics (the "Code of
Ethics") for its directors, officers and employees. An uncompromising commitment
to this Code of Ethics is essential to the maintenance of the strong ethical
foundation SPSS.
This Code of Ethics highlights some of the more frequent ethical questions
that you may face during your employment or association with SPSS. The items set
forth in this Code of Ethics are not intended to be exhaustive and are, in fact,
intended to serve only as a minimum standard of conduct.
If you are uncertain as to whether a particular situation may violate this
Code of Ethics or are otherwise concerned about any particular action or
scenario, please follow the procedures outlined in Section 6 below.
2. COMPLIANCE
Each director, officer and employee of SPSS must comply with this Code of
Ethics, as well as all federal and state laws, rules and regulations affecting
the SPSS business. The failure to comply with any of the foregoing will give
rise to disciplinary measures up to and including immediate dismissal from SPSS.
3. GENERAL STANDARD OF CONDUCT
The SPSS General Standard of Conduct applies to all SPSS directors,
officers and employees. Each SPSS director, officer and employee is expected to
conduct his or her affairs with uncompromising honesty and integrity. Many
decisions are made every day at all levels of SPSS. This process is how we move
forward and accomplish our business goals. We, as individuals, are accountable
for making good decisions and for the outcomes those decisions produce. This
General Standard of Conduct provides guidance for our decisions.
(a) Standard of Ethics.
Each SPSS director, officer and employee is expected to
(i) be honest and ethical in dealing with the clients, vendors and
other business affiliates of SPSS;
(ii) be respectful of the rights of your fellow employees by
refraining from actions that may be construed as discriminatory,
libelous, slanderous or harassing;
(iii) provide equal opportunity to all other SPSS directors,
officers and employees, regardless of age, race, sex, sexual preference,
color, creed, religion, national origin, marital status, veteran's
status, handicap or disability; and
(iv) alert management whenever an illegal, dishonest or unethical
act is discovered or suspected in accordance with Section 6 below.
(b) Conflicts of Interest
You may not engage in any conduct that represents a conflict of
interest. Conduct that represents a conflict of interest includes (i) any
investment, activity or association that makes it difficult to perform work
for SPSS in an objective and efficient manner or (ii) any investment,
activity or association that
<PAGE>
causes you to receive improper personal benefits as a result of your
position with SPSS. Examples of conduct that represents a conflict of
interest include, without limitation:
(i) Activities that cause SPSS to engage in business transactions
with your relatives or friends;
(ii) The exploitation of a personal opportunity that is discovered
through the use of corporate property, information or position;
(iii) The use of nonpublic SPSS, client or vendor information for
personal gain by you or your relatives or friends (including securities
transactions based on such information) or in any manner that otherwise
violates the SPSS insider Trading Policy;
(iv) An investment that causes or may cause you to have more than a
modest financial interest in the SPSS vendors, clients or competitors;
(v) The receipt of a loan or guarantee of obligations from SPSS or
a third party as a result of your position at SPSS; or
(vi) Participation in any activity that competes, may compete or
may appear to compete with SPSS while you are employed by SPSS.
(c) Gifts, Bribes and Kickbacks
Neither you nor your relatives may give gifts to or receive gifts from
SPSS clients and vendors (except for modest gifts given or received in the
normal course of business ). Other gifts may be given or accepted only with
prior approval of your senior management. In addition, neither you nor your
relatives may pay or receive bribes or kickbacks (i.e., any item intended
to improperly obtain favorable treatment).
(d) Alcohol/Substance Abuse
SPSS is committed to a workplace free of substance abuse. We
jeopardize ourselves and each other if we report to work impaired by the
influence of alcohol or drugs. The use, possession, or distribution of
unauthorized drugs or alcohol on SPSS time or on SPSS premises is
prohibited. SPSS employees are encouraged to seek treatment for alcohol and
substance abuse problems.
(e) Purchasing Practices
All purchasing decisions should be designed to produce the best
overall value for SPSS. Important considerations in many purchasing
decisions include competitive bids, partnering arrangements,
incentive-based contracts, quality verification and confirming the legal
and financial condition of the supplier. Every effort should be made to
avoid not only the actual occurrence, but even the appearance of personal
conflicts in purchasing decisions. Accordingly, you should employ extra
caution if you are considering making purchases on behalf of SPSS from
family members or friends. At a minimum, you must discuss any such
potential transaction with your supervisor prior to requesting bids or
votes from friends, family or any entity in which such individuals have a
managerial position. Agreements should be written and have established
expectations set forth for all parties.
(f) Loans
You may not request or accept loans from SPSS. Notwithstanding the
foregoing, you may receive payroll advances and/or draws from SPSS if such
advance or draw is properly documented in accordance with the SPSS
established procedure.
(g) Improper Use or Theft of SPSS Property
You must use SPSS assets only for a legitimate business purpose. You
must safeguard SPSS property from loss or theft, and may not take such
property for personal use. SPSS property includes confidential information,
software, computers, office equipment and supplies.
2
<PAGE>
(h) Compliance with Policies
You may neither conceal mistakes nor falsify any SPSS, client or third
party record. Mistakes must be fully disclosed and corrected.
Applicable laws and SPSS policy require SPSS to keep books and records
that accurately and fairly reflect all financially significant, and in some
cases, even non-financial, aspects of the SPSS business. Each of us,
regardless of our position with SPSS, may engage in or know of activities
that should be reflected in the SPSS books and records. In an effort to
insure that SPSS satisfies its obligation to maintain accurate books and
records, we maintain a system of internal accounting controls and have
adopted other non-accounting policies designed to insure:
(i) that SPSS enters into only those transactions, and our
employees engage in only such conduct, as is designed to contribute to a
proper business purpose;
(ii) that all aspects of our conduct on behalf of SPSS has been
reviewed and approved by persons with appropriate skills and experience;
and
(iii) that all aspects of our conduct on behalf of SPSS are made
known to persons within our organization who are responsible for
ensuring that the SPSS financial reporting and other disclosure
obligations are satisfied (which obligations are imposed not only by
applicable law, but also by the relationships of trust and confidence we
seek to establish with customers, suppliers, investors and others with
whom SPSS maintains a relationship).
It is the responsibility of all SPSS employees to be aware of, and to
comply with, the requirements of our internal accounting controls and other
non-accounting policies. In addition to this general requirements, all
employees who have any responsibility for accounting, financial reporting,
internal controls or disclosure controls and procedures must act in strict
accordance with the SPSS Accounting and Financial Reporting Integrity
Policy attached hereto as Exhibit A.
(i) Protection of SPSS, Client or Vendor Information
You may not use or reveal SPSS, client or vendor confidential or
proprietary information to others. Additionally, you must take appropriate
steps to prevent unauthorized access to such information. Confidential
and/or proprietary information includes, without limitation, SPSS software
(including, without limitation, source listings therefor), as well as
confidential and/or proprietary prospect and customer lists, data,
research, specifications, memoranda, files, records, plans, concepts, flow
charts, drawings, designs, descriptions, formulations, trade secrets and
other confidential and/or proprietary information and property, including
but not limited to, information regarding SPSS operations, businesses,
affairs, management and market structure. The obligation to protect SPSS,
client and vendor information under this Section 6(i) is not intended to
limit any obligations that an SPSS director, officer or employee may have
under an existing agreement with the company.
(j) Sales
SPSS employees involved in the sale of SPSS products may not include
misstatements or unsupportable information in connection with any sales
proposal. In addition, such employees may not make unsupportable promises
concerning the SPSS products. SPSS employees involved in the sale of SPSS
products must ensure that any written contract entered into with an SPSS
customer documents the entire agreement between SPSS and such customer; any
agreement that is not incorporated into the text of the written contract
will be considered ineffective.
(k) Use of Third Party Software
All third-party software used at SPSS must be properly licensed. In
particular and without limiting the foregoing, any third-party software
used on SPSS equipment must be properly licensed to SPSS or an SPSS
employee. Each SPSS employee will use third-party software in accordance
with the applicable license between SPSS and such third party.
3
<PAGE>
(l) Developing Software
SPSS employees involved in the design, development, testing,
modification or maintenance of SPSS software must not tarnish or undermine
the legitimacy and "cleanliness" of the SPSS products by copying or using
unauthorized third party software or confidential information. You may not
possess, use or discuss proprietary computer code, output, documentation or
trade secrets of a non-SPSS party unless authorized by such party.
(m) Electronic Communications
SPSS employees must use electronic mail in accordance with the SPSS
"Electronic Communication Policy" located in the SPSS employee handbook.
(n) Securities Trading
You must ensure that your actions are in full compliance with the SPSS
Insider Trading Policy at all times.
(o) Political Contributions
Personal contributions to political parties or candidates are a matter
of individual choice. Such contributions may not be represented as being
made on behalf of SPSS. SPSS funds may not be used for political
contributions.
(p) Retention of Business Records
SPSS business records must be maintained in accordance with the
guidelines established by the SPSS Vice President, Finance and Vice
President, Legal Counsel. Records may be destroyed only at the expiration
of the pertinent period. In no case may documents involved in a pending or
threatened litigation, government inquiry or under subpoena or other
information request, be discarded or destroyed, regardless of the periods
specified above. In addition, you may never destroy, alter, or conceal,
with an improper purpose, any record, or otherwise impede any official
proceeding, either personally, in conjunction with or by attempting to
influence another person.
4. EXECUTIVE STANDARD OF CONDUCT
The SPSS Executive Standard of Conduct applies to the SPSS Chief Executive
Officer ("CEO"), Chief Financial Officer ("CFO") and other senior financial
officers. SPSS expects the highest possible ethical conduct from its CEO, CFO
and other senior financial officers. As such, the CEO, CFO and other senior
financial officers must comply with both the SPSS General Standard of Conduct
and the Executive Standard of Conduct. A dedicated commitment to both standards
of conduct will assist SPSS in maintaining its strong ethical foundation.
(a) Conflicts of Interest
The CEO, CFO of SPSS and other senior financial officers may not
engage in any conduct that represents an actual or apparent conflict of
interest between his or her personal and professional relationships.
Conduct that represents a conflict of interest is described in Section 3(b)
above.
(b) Accurate Periodic Reports
The CEO, CFO of SPSS and other senior financial officers are expected
to exercise the highest standards of care in making full, fair, accurate,
timely and understandable disclosures in each report or document filed by
SPSS with the SEC, each earnings release and any other public
communications made by SPSS. In accordance with this expectation, all SPSS
accounting records, as well as reports produced from those records, must be
in accordance with the laws of each applicable jurisdiction. All records
must fairly and accurately reflect the transactions or occurrences to which
they relate and must fairly and accurately reflect, in reasonable detail,
the assets, liabilities, revenues and expenses of SPSS. The accounting
records of SPSS may not contain any false or intentionally misleading
entries. No transactions should be intentionally misclassified as to
accounts, departments or accounting periods, and all
4
<PAGE>
transactions must be supported by accurate documentation in reasonable
detail and recorded in the proper account and in the proper accounting
period. You may not conceal information from KPMG LLP or any other firm or
individual conducting either an independent or internal audit of SPSS.
Finally, you must fully comply with the system of internal accounting
controls of SPSS.
(c) Accountability for Compliance with Executive Standard of Conduct
The SPSS CEO, CFO and other senior financial officers are expected to
comply, at all times, with the SPSS General Code of Conduct, Executive Code
of Conduct and all applicable federal and state laws, rules and
regulations. The consequences to SPSS of any departure from this policy
could be extremely serious. As such, the failure to comply with any of the
foregoing will give rise to disciplinary measures, up to and including
immediate dismissal from SPSS.
(d) Reporting Violations
If you engage, or are aware that any individual who is subject to this
Executive Standard of Conduct is engaging in any activity that is or may be
prohibited by the General Standard of Conduct or the Executive Standard of
Conduct, you must report such incident pursuant to the procedure set forth
in Section 6 below.
5. AMENDMENTS AND WAIVERS
The Code of Ethics applies to all SPSS directors, officers and employees,
except as allowed by a vote of the Board of Directors, or a designated
committee, which will ascertain whether an amendment or waiver is appropriate
and ensure that the amendment or waiver is accompanied by appropriate controls
designed to protect SPSS.
6. REPORTING QUESTIONS, CONCERNS OR ALLEGED VIOLATIONS OF THE CODE OF ETHICS
(a) Reporting Questions or Concerns
If you have a question or concern regarding any aspect of this Code of
Ethics, you may contact any member of the SPSS Corporate Governance
Committee, as indicated in Section 6(c) below.
(b) Reporting Alleged Violations
If you have identified a potential violation of this Code of Ethics,
you must report such incident to any member of the SPSS Corporate
Governance Committee pursuant to the procedures outlined in Section 6(c)
below.
(c) Procedure for Reporting
To make a report pursuant to Section 6(a) or 6(b), as noted above, please
follow the procedure detailed in this Section 6(c). The procedure set forth in
this Section 6(c) will not apply, however, if your particular question, concern
or allegation addresses accounting, auditing or financial reporting issues.
PLEASE FOLLOW THE "ACCOUNTING AND FINANCIAL REPORTING INTEGRITY POLICY" SET
FORTH ON EXHIBIT A ATTACHED HERETO IF YOUR SPECIFIC CONCERN ADDRESSES EITHER THE
SPSS ACCOUNTING METHODS, INTERNAL ACCOUNTING CONTROLS OR AUDITING MATTERS, OR
THE SPSS PROCEDURES FOR REPORTING FINANCIAL INFORMATION (EACH AS DESCRIBED IN
SECTION 1 OF EXHIBIT A).
5
<PAGE>
To file a report pursuant to this Section 6(c), please contact a member of
the SPSS Corporate Governance Committee via SPSS interoffice mail, telephone or
electronic mail as follows:
NAME IF BY MAIL IF BY TELEPHONE IF BY EMAIL
---- --------------------- --------------- -------------------
TONY CIRO....................... SPSS Interoffice Mail (312) 651-3650 tciro@spss.com
BOB BRINKMANN................... SPSS Interoffice Mail (312) 651-3605 bbrinkmann@spss.com
MARC NELSON..................... SPSS Interoffice Mail (312) 612-2029 mdnelson@spss.com
SUSAN PHELAN.................... SPSS Interoffice Mail (312) 651-3452 sphelan@spss.com
TERRY SCHOHN.................... SPSS Interoffice Mail (312) 651-3484 tschohn@spss.com
MATT CUTLER..................... SPSS Interoffice Mail (312) 651-3554 mcutler@spss.com
JUDY CORNELIUS.................. SPSS Interoffice Mail (312) 651-3186 jcornelius@spss.com
Your correspondence or communication (referred to as a "Report") must
describe, in detail, your question, concern or allegation. If applicable, please
include any relevant documents. Any information submitted in your Report will
remain confidential, except as necessary to conduct an investigation and take
any remedial action, in accordance with applicable law. You may submit your
Report on an anonymous basis.
After a Report is submitted, the Corporate Governance Committee will review
the Report and present the information set forth therein to Edward Hamburg, SPSS
Executive Vice President, Corporate Operations and Chief Financial Officer. If
your Report raises a question or concern regarding this Code of Ethics, the
Corporate Governance Committee will determine the appropriate manner in which to
respond to your question or concern. If your Report alleges a violation of this
Code of Ethics, the Corporate Governance Committee, together with Mr. Hamburg,
will assess both the merits of the claim and the potential consequences of the
alleged violation, and implement any necessary remedial actions or penalties.
7. PROTECTION FROM RETALIATION
SPSS strictly prohibits discrimination, retaliation or harassment of any
kind against any director, officer or employee who, based on the employee's
reasonable belief that such conduct or practices have occurred or are occurring,
submits a Report pursuant to or participates in an investigation regarding this
Code of Ethics.
If you believe that you have been subject to such discrimination,
retaliation or harassment for having made a Report under this Code of Ethics,
you must immediately report those facts in the manner provided in Section 6
above. Any such complaint shall be promptly and thoroughly investigated. You
have the commitment of SPSS that, if a complaint of discrimination, retaliation
or harassment is substantiated, appropriate disciplinary action will be taken.
6
<PAGE>
EXHIBIT A
ACCOUNTING AND FINANCIAL REPORTING INTEGRITY POLICY
SPSS is committed to preserving the integrity of its financial reporting
procedures and the accuracy of the information provided to its stockholders, the
financial markets and various federal/state regulatory agencies. As such, SPSS
encourages its employees to report any questionable accounting methods, internal
accounting controls or auditing matters (collectively, the "Accounting
Procedures") or concerns regarding the SPSS procedures for reporting financial
information (collectively, the "Financial Reporting Procedures") as detailed in
this Accounting and Financial Reporting Integrity Policy. Actions giving rise to
questionable Accounting Procedures or Financial Reporting Procedures constitute
serious violations of The Code of Ethics of SPSS.
1. ACCOUNTING PROCEDURES AND FINANCIAL REPORTING PROCEDURES
To preserve the integrity of its Accounting Procedures and Financial
Reporting Procedures, SPSS must maintain the following standards:
(a) SPSS must make full, fair, accurate, timely and understandable
disclosures in its periodic reports.
(b) All SPSS accounting records, as well as reports produced from
those records, must be in accordance with the laws of each applicable
jurisdiction.
(c) All records must fairly and accurately reflect the transactions or
occurrences to which they relate.
(d) All records must fairly and accurately reflect, in reasonable
detail, the SPSS assets, liabilities, revenues and expenses.
(e) All transactions must be supported by accurate documentation in
reasonable detail and recorded in the proper account and in the proper
accounting period.
(f) Each director, officer and employee, as applicable, must fully
comply with the SPSS system of internal accounting controls.
(g) The SPSS accounting records may not contain any false or
intentionally misleading entries.
(h) No transactions should be intentionally misclassified as to
accounts, departments or accounting periods.
(i) Information may not be concealed from KPMG LLP or any other firm
or individual conducting either an independent or internal audit of SPSS.
2. REPORTING A QUESTION OR CONCERN
If you have a question or concern regarding questionable Accounting
Procedures or Financial Reporting Procedures, you must report this information
to a member of the audit committee (the "Audit Committee")
7
<PAGE>
of the board of directors of SPSS. You may contact any member of the Audit
Committee by U.S. mail, telephone or electronic mail as follows:
IF BY
NAME IF BY U.S. MAIL TELEPHONE IF BY EMAIL
---- -------------------------------- -------------- --------------------------------
Charles R. Whitchurch........... Zebra Technologies Corporation (847) 793-6730 cwhitchurch@zebra.com
Audit Committee 333 Corporate Woods Parkway
Member, Chairman Vernon Hills, IL 60061
**with a copy to Larry Samuels **with a copy to Larry Samuels
(see contact information (see contact information
below)(1) below)(1)
Michael Blair................... Hewitt Associates, Inc. (312) 279-6575 mike.blair@hewitt.com
Audit Committee 120 S. Riverside Plaza, 17th
Floor
Member Chicago, IL 60606
**with a copy to Larry Samuels **with a copy to Larry Samuels
(see contact information (see contact information
below)(1) below)(1)
William Binch................... 83 Hollins Drive (831) 457-8300 bbinch@pacbell.net
Audit Committee Santa Cruz, CA 95060
Member
**with a copy to Larry Samuels **with a copy to Larry Samuels
(see contact information (see contact information
below)(1) below)(1)
---------------
(1) Larry Samuels: Mail: McGuireWoods LLP, 150 North Michigan Ave., Suite 2500,
Chicago, IL 60601; Phone: (312)750-8693; Email: lsamuels@mcguirewoods.com.
Your correspondence or communication (each, a "Report") must describe, in
detail, the questionable accounting or auditing matter or the report of
fraudulent financial information. If applicable, please include any relevant
documents.
Each Report will be promptly and thoroughly investigated in accordance with
the procedures set forth in Section 3 below. All information disclosed during
the course of the investigation will remain confidential, except as necessary to
conduct the investigation and take any remedial action, in accordance with
applicable law.
You may submit your Report on an anonymous basis.
3. INVESTIGATION OF REPORTS AND REMEDIAL ACTION
The Audit Committee's response to Reports submitted pursuant to this
Accounting and Financial Reporting Integrity Policy will depend on the nature
and gravity of the conduct or circumstances reported, and the quality of the
information provided. Where the Audit Committee determines, pursuant to the
procedures set forth below, that questionable Accounting Procedures or Financial
Reporting Procedures have occurred or are occurring, matters will be corrected
and, if appropriate, the person responsible will be disciplined.
The Audit Committee will respond to each Report in the following manner:
(a) Within five (5) business days following the receipt of a Report,
the Audit Committee will hold a meeting via telephone to initiate a
preliminary evaluation of the Report, which preliminary evaluation may
include consultation with any advisors to the Audit Committee. This
preliminary evaluation will include an examination of the available
evidence and related circumstances to determine whether a broad
investigation is required.
(b) If a broad investigation is required:
(i) All SPSS employees have a duty to cooperate with the Audit
Committee's investigation. An employee shall be subject to disciplinary
action if such employee fails to cooperate in an investigation, or
deliberately provides false information during an investigation.
8
<PAGE>
(ii) No SPSS employee shall attempt to conduct an independent
investigation of the questions or concerns set forth in a Report.
(iii) No SPSS employee or member of the SPSS Board of Directors,
other than as specifically warranted by the Audit Committee, shall
confront or question the individual accused of the alleged violation.
(c) The Audit Committee shall maintain an official record of each
investigation. This record shall include all disclosures set forth in the
Report, information obtained by the Audit Committee throughout its
investigation and the Audit Committee's recommended course of action. This
record should be maintained by the Audit Committee in accordance with the
guidelines established by the Vice President, Finance and Vice President,
Legal Counsel of SPSS.
(d) Upon completion of the investigation, the Audit Committee will
inform the SPSS Chief Executive Officer, Chief Financial Officer and Board
of Directors of its conclusion and recommended course of action. If the
Audit Committee determines that a violation of the SPSS Code of Ethics has
occurred or is occurring as a result of questionable Accounting Procedures
or Financial Reporting Procedures, the Audit Committee shall direct SPSS to
take effective remedial action commensurate with the severity of the
offense. This remedial action may include disciplinary action against the
accused party, up to and including termination. Reasonable and necessary
steps will also be taken to prevent a recurrence of the alleged action.
The Audit Committee will describe to the Board on a quarterly basis the
status of each Report under investigation.
4. PROTECTION FROM RETALIATION
SPSS strictly prohibits discrimination, retaliation or harassment of any
kind against any employee who, based on the employee's reasonable belief that
such conduct or practices have occurred or are occurring, reports such
information to the Audit Committee pursuant to this Accounting and Financial
Reporting Integrity Policy. SPSS also strictly prohibits any discrimination,
retaliation or harassment against any employee who participates in an
investigation of complaints about questionable accounting or auditing matters,
or the reporting of fraudulent financial information.
If you believe that you have been subject to discrimination, retaliation or
harassment for having made a Report under this Accounting and Financial
Reporting Integrity Policy, you must immediately report those facts to the Audit
Committee in the manner provided in Section 2 above. Any such complaint shall be
promptly and thoroughly investigated in accordance with the Audit Committee's
investigation procedures outlined above.
You have the commitment of SPSS and of the Audit Committee that, if a
complaint of discrimination, retaliation or harassment is substantiated,
appropriate disciplinary action will be taken.
9