JAGGAER Code of Conduct

 
 

Introduction

General

JAGGAER, LLC, including all of its subsidiaries, (collectively, the “Company” or “JAGGAER”) conducts business with the highest degree of ethics and integrity and in accordance with all applicable laws, rules, and regulations. Our mission, vision, and values guide our day-to-day business. This Code describes ethical and legal principles that guide us to work with integrity, in accordance with our values.

Intent and Purpose

Each JAGGAER director, officer, employee, and contractor (individually, a “JAGGAER Team Member” and, collectively, “JAGGAER Team Members”) can contribute significantly to establishing JAGGAER’s reputation as an ethical and law-abiding organization by understanding and complying with this Code. The Company recognizes that corporate excellence rests upon a sound foundation of business ethics. The success of JAGGAER in the marketplace depends on all of us complying with this Code. Ethical business conduct is a prerequisite to the Company’s goals of growth, outstanding operational performance, and employee satisfaction.

Applicability and Accountability

This Code applies to JAGGAER, LLC and all of its subsidiaries – and to all JAGGAER Team Members. All JAGGAER Team Members are accountable for their individual compliance, and managers and supervisors are also accountable for communicating the importance of compliance with this Code to their employees and contractors.

Compliance

Each JAGGAER Team Member must comply with the requirements of the Code. Violations of the Code will subject JAGGAER Team Members to discipline, up to and including termination.

Relationship to Other Policies and Procedures

This Code works in connection with other Company policies and procedures. This Code provides high level guidance on the laws applicable to JAGGAER and our commitment to ethical business conduct, while our policies and procedures provide more specific detail and information. Most of our policies are located on the Company’s intranet. All JAGGAER Team Members must read and become familiar with the details of our policies and procedures that relate to their area of work. Any JAGGAER Team Member who believes there is a conflict between this Code and any other Company policy or procedure should contact Legal or Human Resources.

Reporting Concerns

JAGGAER Team Members have a duty to report concerns about violation of applicable law, this Code, JAGGAER policies or any other concerns about misconduct (each, individually, an “Integrity Concern” and, collectively, “Integrity Concerns”).

We encourage JAGGAER Team Members to report all Integrity Concerns verbally, or in writing, to someone who can address them properly. In many cases, a supervisor or manager is in the best position to address an area of concern. However, if you are not comfortable speaking with your supervisor or manager, or you are not satisfied with your supervisor’s or manager’s response, you are encouraged to:

• • Send an email to the Compliance Team at integrity@jaggaer.com
  • Contact JAGGAER’s third-party reporting service at www.lighthouse-services.com/jaggaer, where you may make a report on an anonymous basis where applicable laws allow (please see below for additional details)
  • Contact your next level of management
  • Contact the Chief Human Resources Officer or a VP in HR; or
  • qontact the General Counsel

 
JAGGAER will keep reports of Integrity Concerns and any ensuing investigations confidential to the fullest extent possible and appropriate.

Anti-Retaliation

No JAGGAER Team Member who, in good faith, reports an Integrity Concern will be subject to retaliation or an adverse employment consequence as a result of making a report. Any JAGGAER Team Member found to have retaliated against someone who has reported an Integrity Concern in good faith may be subject to discipline, up to and including termination of employment.

A report is made in “good faith” when the reporting person has a reason to believe that the report is true; however, a report does not have to be proven true to be made in good faith. If a report is made in bad faith, or with knowledge that it was false, JAGGAER may take appropriate disciplinary action, up to and including termination of employment, against the reporting person.

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Be Respectful

Respect and Inclusiveness

At JAGGAER, we treat one another with fairness and respect. Our workplace must be free from bullying and from harassment. We comply with all applicable laws prohibiting discrimination and harassment.

Our Values in Action:

• • Always act professionally and never engage in behavior that is offensive or constitutes harassment.
  • Never threaten or intimidate another person.
  • Speak up if someone else makes you feel uncomfortable in the workplace.
  • Make all employment decisions on job qualifications and merit such as education, experience, skills, ability, performance and growth values.
  • Make employment decisions without considering characteristics protected by applicable law.
  • Never refuse to work or cooperate with someone because of a characteristic protected by applicable law.

What are some examples of protected characteristics?

• • Race
  • Color
  • Religion
  • National or ethnic origin
  • Sex (including pregnancy)
  • Sexual orientation
  • Age
  • Disability
  • Veteran status

What do we mean by bullying?

Legitimate, reasonable and constructive criticism of the performance or behavior of a JAGGAER Team Member, or reasonable instructions given to a JAGGAER Team Member in the course of their employment with or service to the Company, do not amount to bullying.

Some examples of behavior that would constitute bullying, include:

• • physical or psychological threats
  • overbearing and intimidating levels of supervision
  • inappropriate derogatory remarks about someone’s performance
  • humiliating, public attacks on another colleague’s personal or professional performance
  • spreading malicious rumors and/or making malicious allegations which attack another person’s character or standing
  • publicly undervaluing a colleague’s contribution
  • withholding information with the intent of deliberately and adversely affecting a colleague’s performance
  • excluding colleagues inappropriately or encouraging others to ignore or isolate a colleague; and
  • abusive, threatening or insulting words or behavior

What do we mean by harassment?

Harassment consists of unwelcome behavior that creates an intimidating, hostile, or offensive workplace. Harassment can be sexual or non-sexual in nature and can come in many forms. Some examples of such prohibited behavior include:

• • Verbal/written: Offensive comments, derogatory or demeaning remarks, including slurs or ridicule of another’s culture, accent or appearance; humor, jokes or teasing about protected characteristics, including comments about an individual’s body; threatening, intimidating or abusive words or acts; malicious rumors about other JAGGAER Team Members; whistling.
  • Visual/graphic/non-verbal: Offensive, threatening, intimidating or abusive pictures, posters, displays, signs, cartoons, computer transmissions, e-mail, text messages or social media content; any such content displaying men or women as sexual objects or as members of a derogatory stereotype or ridiculing people because of a disability.
  • Physical: Unwanted conduct or “horseplay”, including touching, pinching, patting, pushing or brushing another’s body; assault; impeding access.
  • Sexual harassment: also includes propositions, innuendo, flirtation, suggestive or sexist comments, or unwelcomed flirtation or advances or other unwelcome conduct.

What do we mean by harassment?

Please refer to the following policies on JAGNet-Compliance for more information about your responsibilities and the Company’s requirements:

• • Anti-Harassment and Anti-Bullying Policy
  • Integrity Reporting Policy

Safe Workplace

At JAGGAER, we operate in compliance with all applicable laws, regulations, and standards regarding workplace safety. We care about our team members and rely on each other to keep one another safe. We all need to be aware of our surroundings and to report any activity that seems suspicious or unsafe.

Our Values in Action:

• • Understand and follow all JAGGAER policies, procedures, and guidelines regarding workplace safety.
  • Do not report to work if you are impaired by drugs or alcohol.
  • Report safety concerns or issues at any facility as soon as possible.

Environmental, Social, and Governance Responsibilities

At JAGGAER, our commitment to accountability extends to broader social issues, such as being a good neighbor, environmental protection, and equality of opportunity. JAGGAER complies with all applicable fair labor laws including those pertaining to:

• • Freedom of association
  • Collective bargaining
  • Immigration
  • Working time
  • Wages and hours

Our Values in Action:

• • Reject all forms of modern slavery, forced labor, and child labor. Support the human rights of those we work with and remain alert to any signs of human trafficking or forced labor and encourage our business partners to honor this commitment.
  • Participate in Company-sponsored community service initiatives when you can. Think about how your actions affect the environment and try to minimize negative impact through good practices such as recycling and not wasting resources.
  • Travel only when ordinary business communications are insufficient to accomplish a material business objective.

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Be Honest and Transparent

Financial Integrity and Records Management

We have an obligation to our customers and investors to report and maintain certain information about our Company (including our financial results) accurately, completely, in a timely manner and in accordance with applicable law. To comply with all reporting and records requirements, we have appropriate controls, policies, and procedures in place and follow them accordingly. These controls, policies, and procedures are designed to help us maintain our records responsibly and in accordance with applicable law.

Our Values in Action:

• • Comply with all policies outlining our obligations to report information and retain records, including our policies related to accounting and financial reporting and records retention.
  • Follow all of JAGGAER’s procurement processes and record all expenses and costs accurately and truthfully.
  • Report any inaccuracies, mistakes, or concerns regarding financial information as soon as possible.
  • Follow JAGGAER’s Travel and Expense policy and procedures and complete all expense reports accurately and on time and never list a personal expense as a business expense.
  • Be on the look-out for, and comply with, all specific instructions from the Legal Department regarding records that relate to litigation or investigations.

Anti-Money Laundering

We have a responsibility to understand and comply with all anti-money laundering and counterterrorism rules and regulations.

Our Values in Action:

• • Know who JAGGAER is working with and how to identify signs and red flags of money laundering.
  • Follow all procedures aimed at stopping criminal activities, including proper record keeping procedures.
  • Complete any required due diligence before engaging with a customer or any other type of third party.
  • Review all applicable documents for inaccuracies, errors or transactions that appear suspicious.
  • Report any suspicious activity.

Cooperation with Audits and Investigations

At JAGGAER, we are all responsible for fully cooperating with all audits and government investigations.

Our Values in Action:

• • Never destroy or alter documents, lie or make misleading statements, or attempt to cause any other JAGGAER Team Member to do the same, in connection with a pending or contemplated investigation.
  • Never take any action to fraudulently influence, coerce, manipulate, or mislead any independent public or certified accountant or auditor.
  • Understand that JAGGAER will not retaliate against JAGGAER Team Members for good faith activities in assisting investigations by government authorities.

Careful Communication

The information that we share about JAGGAER can impact our customers, investors, and the public at large. It is critical that we communicate in an accurate, responsible, and consistent way. For this reason, only individuals with specific permission may speak on behalf of the Company. Those of us who use social media, whether posting in your personal lives or on behalf of JAGGAER, must demonstrate good judgment at all times.

Our Values in Action:

• • Never communicate with the public, including investors or the media, unless you have permission to do so as part of your job at JAGGAER.
  • Always be respectful and responsible when you post online. Remember that anything we post on the internet is archived, can be screenshot and/or saved by other parties.
  • Do not give the impression that your views are JAGGAER’s views.

Social Media

While social media can be a powerful and effective way to promote JAGGAER, irresponsible actions can carry significant risk.

Our Values in Action:

• • Only use social media on behalf of JAGGAER if you are authorized to do so.
  • Never post harassing, defamatory, illegal, or offensive content or comments.
  • If you identify yourself as a JAGGAER employee on social media, make sure that your profile and content are consistent with how you want to portray yourself with fellow JAGGAER Team Members and our customers.
  • Never disclose confidential or proprietary information about the Company, our customers or our business partners.

Inside Information

We comply with all laws that prohibit insider trading. It is against the law to buy or sell securities based on inside information. It is also against the law and Company policy to share information or provide a “tip” to another person who may trade on that information.

Our Values in Action:

• • Never trade securities on inside information – whether the information relates to JAGGAER or to any one of our customers, suppliers, or business partners.
  • Do not provide such information to another individual so that person can make a trade based on that information.
  • Protect all confidential information that could be considered inside information.

What is inside information?

Inside information is information that might cause a reasonable investor to buy or sell securities and that is not yet available to the public. It is unlawful to trade on inside information, as well as to provide inside information to someone else – or “tip” someone – so that they can act on the information, including by trading securities of company(ies) related to the situation.

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Be Fair

Antitrust and Fair Competition

At JAGGAER, we comply with all applicable competition laws, regulations, decrees, and orders. We never collude with competitors on price or terms to be offered to customers, allocate markets, or manipulate a bidding process.

Our Values in Action:

• • Never enter into any agreement or understanding with a competitor that deprives a customer of the benefits of competition.
  • Do not propose or enter into any agreement or understanding with any competitor about any aspect of competition between the Company and a competitor, including agreements on pricing, bidding, deal terms, wages, or the allocation of markets or customers.
  • Avoid contact of any kind with competitors that could create the appearance of improper agreements or understandings.
  • Stay vigilant when attending trade association or industry meetings or conferences to protect JAGGAER from inadvertent breaches of competition laws.
  • Do not provide, receive, or exchange any of the following types of information with a competitor or its representative, whether in person, electronically, or at an industry meeting:
    • • Prices
      • Bids
      • Customers, suppliers, sales territories, or product lines
      • Costs, profits, or margins
      • Market share
      • Sales, marketing, or development strategies for products or services

Conflicts of Interest

We are all accountable for acting in JAGGAER’s best interests. A conflict of interest occurs when an individual’s personal interests conflict, or appear to conflict, with the interests of the Company. Avoiding conflicts of interest and protecting against the appearance of conflicts of interest is an important part of demonstrating trust and loyalty to the Company and to our customers, investors, and the public at large.

Our Values in Action:

• • Do not allow personal interests to interfere with your work for JAGGAER.
  • Disclose any interests or relationships that conflict or could appear to conflict with JAGGAER’s best interests or with your ability to make objective business decisions on behalf of JAGGAER.

Examples of conflicts of interest:

While it is impossible to describe all situations and conditions that might involve a conflict of interest, the following examples describe circumstances where a conflict may arise:

• • External engagements (including employment or other commitments outside of JAGGAER) may create or appear to create a conflict of interest. As such, JAGGAER Team Members may not have any kind of paid or unpaid engagements with a supplier, vendor, customer, or competitor. Additionally, JAGGAER Team Members must avoid external engagements which could:
    • • Compel them to use Company time, name and/or resources
      • Require the use or disclosure of JAGGAER confidential information
      • Adversely affect or appear to affect the objectivity of work performed on behalf of JAGGAER; or
      • Otherwise compete with the interests of JAGGAER
  • Personal investments can create conflicts of interest if a JAGGAER Team Member, a relative or any other person with whom such JAGGAER Team Member has a close personal relationship has a direct or indirect financial interest in an organization that does business with, seeks to do business with, or competes with JAGGAER. JAGGAER Team Members must not:
    • • Own directly or indirectly, any stock or other financial interest equal to or greater than 1% in any company which competes with or does or seeks to do business with JAGGAER; or
      • Take opportunities, for themselves or others, that are discovered through the use of Company assets, information, or position without first offering the opportunity to JAGGAER
  • Close personal relationships in the workplace can potentially create a conflict of interest. JAGGAER Team Members must not:
    • • Supervise or otherwise be in a position to influence the employment or remuneration of people with whom they have close personal relationships; or
      • Be involved in any hiring/retention decisions regarding people with whom they have close personal relationships (including internal/external hiring, retention of external service providers/contractors, and internal transfers)

How to disclose a conflict of interest:

JAGGAER Team Members must disclose all conflicts of interest and potential conflicts of interest to Human Resources or the Legal Department who will work with you to determine if a conflict of interest exists and, if so, how to manage or eliminate the conflict. All work outside of JAGGAER should be disclosed to Human Resources or the Legal Department.

Gifts and Entertainment

The exchange of gifts and business entertainment, including sporting events, outings, hunting or fishing trips, and other entertainment between suppliers, investors, and competitors may be acceptable when reasonably based on a clear business purpose and within the bounds of good taste. Gifts and business entertainment may not, however, impact how JAGGAER conducts its business, or even give the appearance that they may impact how JAGGAER does business.

Our Values in Action:

• • Use good judgment when exchanging gifts and business entertainment.
  • Never give or accept gifts or invitations for business entertainment that could improperly influence the normal business relationship between the Company and its suppliers or customers.
  • Make sure that the exchange of gifts and business entertainment is consistent with applicable business practices and laws.

JAGGAER Team Members must report any gift and/or entertainment with a value of over USD (or local equivalent) $150 (or over a cumulative value of USD $300 per person, per calendar year) to JAGGAER’s Chief Financial Officer for approval.

Examples of prohibited gifts and social amenities:

• • Providing gifts or entertainment which are excessive, extravagant, or lavish in the context of the business circumstance.
  • Providing anything of value, directly or indirectly, to a government official or employee.
  • Providing gifts or entertainment that are inappropriate or which could embarrass or harm the reputation of the Company.
  • Providing gifts that are prohibited by applicable law, rule, regulation, JAGGAER policy, or another organization’s policies.
  • Providing cash or a cash equivalent (e.g., cash cards, gift certificates, money orders, cryptocurrency, or any other instrument of stored value).

Anti-Bribery and Anti-Corruption

JAGGAER does not permit bribery or corruption of any kind. JAGGAER prohibits bribery in all business dealings, in every country around the world, with both governments and the private sector.

Our Values in Action:

• • Never offer, promise, make, or authorize a payment or the giving of anything of value to anyone in order to obtain a business advantage.
  • Remember that providing gifts, entertainment, or anything else of value to government employees is highly regulated and prohibited by JAGGAER.
  • Never try to hide or conceal a payment of any kind.
  • Record all payments and transactions correctly, truthfully, and in accordance with Company policies and procedures.
  • Oversee the work of third parties carefully – taking care to make sure that those who work on behalf of JAGGAER uphold our ethical standards.

Relationships with Company Vendors and Suppliers

JAGGAER conducts all purchasing in accordance with applicable laws, Company procurement policies, and principles of business ethics. We deal fairly with our vendors and suppliers even as we zealously seek the best arrangements available for the Company. JAGGAER purchases equipment, materials, products, and services solely on the basis of their value and merit. JAGGAER Team Members who make purchasing and contracting decisions for the Company have a responsibility for independence and objectivity of judgment that must be neither compromised nor appear to be compromised.

Our Values in Action:

• • Do not take unfair advantage of vendors or suppliers through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.
  • Seek the most technically efficient and cost-effective products and services and evaluate them using consistent and unbiased standards.
  • Comply with systematic processes for placing orders for goods and services and authorizing contracts, when applicable.

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Be Responsible

Protection of Resources

We must use Company-provided resources (such as physical property, equipment, services, financial assets, information, and intellectual property) for business use. The continued success of the Company requires the commitment of all JAGGAER Team Members to use and allocate Company resources responsibly.

Our Values in Action:

• • Do not use Company property, resources, or facilities for personal gain.
  • Know that any inventions, ideas, and intellectual property that you discover or create in your capacity as a JAGGAER employee and that relate to JAGGAER’s business are the property of JAGGAER.
  • Understand that managers have additional responsibilities when it comes to overseeing reviews and approvals for the use of resources within their respective organizations.

Use of Information Technology and Communication Systems

Our Information Technology and Communication Systems (“IT Systems”) are critical to our daily business activities, such as communicating with one another and with our customers, as well as managing our operations. We are all responsible for keeping our information systems safe and must use them responsibly in accordance with applicable Company policies.

Our Values in Action:

• • Follow all policies related to our IT Systems, including guidelines around personal use of IT Systems, and comply with password requirements and security updates accordingly.
  • Minimize the amount of personal data on the Company’s IT Systems.
  • Never send anything inappropriate through JAGGAER’s IT Systems or use them for any illegal purpose. Only access JAGGAER Information that is required for you to do your job.
  • Only share JAGGAER Information with JAGGAER Team Members who need it.
  • Lock your computer screen when you’re out of sight of your device.
  • Safeguard your user id and password.

What is included within IT Systems?

Our IT Systems include telephone, electronic mail (e-mail), facsimile, Internet, corporate intranet, voice mail, computers and computer terminals, and related networks and systems software.

Confidential Information and Data Privacy

Inadvertent or improper disclosure of confidential or private information can be harmful to the Company. During their work for JAGGAER, JAGGAER Team Members may access confidential information, personal or private information or data, and documents and may become aware of information about the Company, its customers, suppliers, and other business partners, that are not generally known to the public. It is the duty of every JAGGAER Team Member not to use or disclose confidential or private information improperly or in a way that could be detrimental to the interests of the Company, its customers, suppliers, or other business partners.

Our Values in Action:

• • Safeguard confidential and proprietary information, whether generated internally or acquired from other sources, and use it only in the performance of your responsibilities on behalf of JAGGAER.
  • Do not disclose confidential and/or proprietary information to anyone outside the Company or to any other JAGGAER Team Member who does not have a need to know such information. This responsibility applies even if you are no longer employed by JAGGAER.
  • Access and use confidential and private information and data only for the purpose for which we originally gathered it.

What are examples of confidential information?

Confidential information includes, but is not limited to, any confidential Company documents relating to customers, suppliers, competitors, products and technologies, partners, pricing, tenants, assets, or finances of the Company or any internal plans, employment arrangements (including the JAGGAER Team Member’s own employment or contractor arrangements) or other internal arrangements.

What are some ways I can protect confidential information?

• • Do not discuss confidential information in elevators, hallways, restaurants, airplanes, taxicabs, or any place where conversations can be overheard.
  • Avoid reading confidential documents in public places or discarding them where they can be retrieved by others.
  • Never leave confidential documents in unattended conference rooms or leave confidential documents behind when the meeting or conference is over.
  • Avoid unnecessary copying or transmitting of confidential and/or proprietary documents or information.
  • Never distribute internal-use-only documents outside the Company.
  • Do not share computer IDs and passwords with any other person and protect computers and phones with passwords and log off when they are not in use.
  • Be aware that the Internet and external electronic mail providers are not secure environments for the transmission of confidential and/or proprietary information.

International Trade Sanctions

At JAGGAER, we comply with all export controls, economic sanctions, and customs laws that regulate cross-border transfers of goods and technology. This includes refusing to work with third parties, individuals, or locations subject to lawful sanctions or trade embargoes.

Our Values in Action:

• • Read and comply with the Company’s Export Controls and Sanctions Policy.
  • Know how to identify when export control restrictions apply and seek guidance from JAGGAER’s General Counsel if you have questions or need advice about whether export controls apply to a particular activity.
  • Contact the General Counsel if you receive a request to participate in a boycott.
  • Understand your responsibilities around monitoring third parties (including conducting appropriate screening).

Political Activities

As a company, we comply with all applicable laws governing corporate political activity. When it is legal and authorized by the CEO, JAGGAER may express its views through designated spokespersons on specific issues that are important to the Company’s business, and make contributions to, or otherwise support, candidates to elective office.

We encourage all JAGGAER Team Members to vote and become active in civic affairs and the political process. However, JAGGAER Team Members’ political involvement and participation must be on an individual basis, on their own time, and at their own expense (unless specifically authorized by the HR department).

Our Values in Action:

• • Do not use the Company name, funds, property, facilities, or working time for any political activity.
  • Do not directly or indirectly include or authorize any political contribution on an expense account, or otherwise cause JAGGAER to reimburse or pay for that expense.
  • Do not use Company telephone or email systems to make politically-motivated solicitations.
  • Do not allow any candidate to use any JAGGAER facilities (for example, meeting rooms) for political purposes.
  • Do not loan any JAGGAER property to anyone for political campaign purposes.

Who to contact with questions about political contributions or activities:

The political process is highly regulated. JAGGAER Team Members must consult with JAGGAER’s CEO or General Counsel before agreeing to do anything that may be interpreted as involving JAGGAER in any political activity at any level globally.

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Conclusion

Protection of Resources

When we commit to ethical business conduct as a part of our everyday decision making, we put our Values in Action. Remember that JAGGAER depends on every JAGGAER Team Member to ask questions and raise concerns if they arise and that JAGGAER prohibits any form of retaliation for good faith reporting of suspected violations of this Code or any other Company policy.

How to Report Concerns

 

• To report a concern, you may:
  • Send an email to the Compliance Team at integrity@jaggaer.com
  • Contact JAGGAER’s General Counsel
  • Contact JAGGAER’s third-party reporting service at www.lighthouse-services.com/jaggaer, where you may make a report on an anonymous basis where applicable laws allow
  • Contact your manager; or
  • Contact your next level of management

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