|Keynote Systems, Inc.|
Code of Business Conduct and Ethics from Keynote CEO Umang Gupta
July 1, 2013
Dear Keynote Employees:
Keynote is committed to observing and promoting the highest standards of ethical behavior in the conduct of our business. This commitment is manifested, in part, by our Code of Business Conduct and Ethics ("Code") and by our Policy Regarding Accounting and Auditing Complaints (the "Accounting Complaints Policy"). I would like to take the opportunity in this letter to review some of the highlights of the Code and of the Accounting Complaints Policy and to underscore the critical role that each of us, as employees of Keynote, play in making them effective. Complete copies of the Code and the Accounting Complaints Policy are available at http://investor.keynote.com/phoenix.zhtml?c=78522&p=irol-govconduct
The Code embodies the goals and ideals of Keynote as to how we choose to work with customers, partners, vendors and each other; each Keynote employee is responsible for complying with the Code and for assuring compliance by others. Our Accounting Complaints Policy includes a procedure through which an employee can submit an accounting complaint on an anonymous basis and is an important part of ensuring the integrity of our financial reporting.
As the Code emphasizes, compliance with the letter and the spirit of the law is the foundation of our ethical standards. Each employee must respect and comply with all laws and regulations applicable to our business. These include laws prohibiting insider trading, the U.S. Foreign Corrupt Practices Act and other anti-bribery laws, and laws regarding our employment practices. Some of these laws are described in the Code, but that listing is not exhaustive. As an aid in carrying out these responsibilities, each employee should be familiar with the policies and procedures of Keynote and of his or her business unit.
The Code also provides other direction for carrying out your responsibilities for Keynote in a manner that reflects the highest standards of ethical behavior. For example:
- Conflicts of Interest: All Keynote employees and members of their immediate families are to avoid situations that may create any actual or potential conflict between their personal interests and those of Keynote. For example, a conflict of interest may arise when Keynote does business with a customer, supplier, or partner in which an employee, or an employee's family member, has an interest. Conflicts of interest may also arise in the offer or acceptance of gifts or entertainment from a customer, vendor, or supplier.
- Competition and Fair Dealing. We strive to compete vigorously and to outperform our competitors through superior business performance, not through unethical or illegal business practices.
- Integrity in Financial Reporting. Our corporate and business records, including all supporting entries to our books of account, must be completed honestly, accurately and understandably. For instance, we require that no entry be made in our books and records that are intentionally false or misleading and that transactions be supported by appropriate documentation. In addition, it is important that employees comply with our system of internal controls and be held accountable for their entries. If you become aware that our public disclosures are not full, fair and accurate, you should report the matter immediately to your supervisor, or the Compliance Officer. You may also submit to the Compliance Officer, on an anonymous and confidential basis, concerns regarding questionable accounting or auditing matters by following the procedures set forth in the Accounting Complaints Policy and summarized in "Reporting Violations" below. If an accounting complaint is made anonymously, Keynote will not make any special effort to identify the employee making the communication.
- Protection and Proper Use of Company Assets. Any suspected misuse or theft of Company assets should be immediately reported to your supervisor.
- Confidentiality and Privacy. Each of us should maintain the confidentiality of information entrusted to us by Keynote, our customers (our customers' customers), employees, or our business partners, and take precautions to prevent its unauthorized disclosure or loss.
The Code requires Keynote employees to communicate with Keynote management or the Compliance Officer in accordance with the notification procedures set forth above when actual or potential issues arise under the Code (e.g., you become aware of a violation of the Code, or a family member has an interest in a company that does business with Keynote). If you are unsure of what to do in a particular situation, seek guidance before you act. Speak with your supervisor or the head of your department. If you believe it is not appropriate to discuss a matter with your manager, you may contact the Compliance Officer. Employees who are unsure whether a certain transaction, activity, or relationship constitutes a conflict of interest must communicate promptly with the Chief Financial Officer to discuss the potential conflict.
Employees who believe they are aware of a violation of the Code are expected to report that concern promptly either to a manager, or a corporate officer. Alternatively, an employee may report the matter to the Compliance Officer. There will be no retaliation for honestly reporting an issue; although if you have violated the Code, making a report will not protect you from the consequences of your actions. An employee may report a violation of the Code on an anonymous basis in the same manner in which accounting complaints may be submitted anonymously. You may report a violation of the Code or submit an accounting complaint anonymously:
- through voicemail by calling: (650) 403-3241;
- by an e-mail to email@example.com; or
- by letter addressed to: Code of Business Conduct Violations(or, if applicable, Accounting Complaints), Attn: Compliance Officer, Keynote Systems, Inc., 777 Mariners Island Blvd., San Mateo, CA 94404
Chairman & CEO