1. Introduction
To develop and maintain credibility with our customers, business partners and communities, PingCAP is committed to ensuring all PingCAP members act in good faith, with honesty and integrity, and consistently with PingCAP’s values. This PingCAP Code of Conduct (“Code”) summarizes the key regulatory compliance and business practice principles which all PingCAP members are expected and required to comply with. This Code applies to all employees, board members, officers, contractors and other contingent workers acting on behalf of PingCAP (collectively, “Employees”). Employees must understand, keep in mind, and follow this Code in your day-to-day business activities. If you have any questions or concerns about this Code or its application to you in any situation, you should contact your direct supervisor or the legal department.
2. Conflict of Interest
Employees must use your judgment to act, at all times and in all ways, in the best interests of PingCAP. Employees are not allowed to engage in any business activity which poses, or appears to pose, a conflict of interest. A “conflict of interest” exists when an Employee’s personal interests are inconsistent with those of PingCAP. For example, a conflict of interest may arise when:
- serving as a director, employee or contractor for a company that has a business relationship with PingCAP or is PingCAP’s competitor;
- directly or indirectly using for personal gain, rather than for the benefit of PingCAP, an opportunity that you discovered through your role with PingCAP;
- receiving a benefit of material value from PingCAP’s customer, supplier, competitor or business partner such as a distributor beyond entertainment or nominal gifts in the ordinary course of business; or
- developing a personal relationship with a customer, supplier, competitor or business partner that might impair the Employee’s objective business judgment.
Employees should attempt to avoid conflicts of interest and an Employee who believes a conflict of interest may exist should promptly notify your direct supervisor. We will consider the circumstances of the situation and decide whether corrective or mitigating action is appropriate.
3. Fair Dealing and Fair Competition
Employees are expected to deal fairly with our customers, suppliers, business partners and anyone else you contact in the course of performing your duties. Statements about our products and services must not be untrue, misleading, deceptive or fraudulent.
Employees should enable partners to place orders with PingCAP that are consistent with end customers’ purchased PingCAP products, quantities, PingCAP service periods and specifications in the end users’ contracts. Employees must not solicit or assist a partner’s order to be placed with PingCAP without the existence of a valid end customer contract (also known as “pre-loading” or “channel stuffing”). Employees are also prohibited from transferring PingCAP’s business opportunities to partners, and vice versa.
Our business activities must be conducted in full compliance with the applicable competition rules and regulations. Employees shall not engage in any form of anticompetitive practices such as price fixing with direct competitors, resale price maintenance with resellers, allocation of market or customers or similar illegal anti-competitive activities. Employees must avoid customer-related discussions with competitors, and in particular, certain kinds of information such as pricing, production and inventory must not be exchanged, regardless of whether business or social.
4. Prohibition of Unauthorized Promise
Employees shall not unauthorizedly make promises of any kind to customers, suppliers or business partners without the necessary authorization. PingCAP formulates all business and contractual terms and conditions. We do not accept business commitments outside of the formal contracting process managed by the legal and compliance & business management (CBM) departments. Before signing any documents or undertaking any other obligation on behalf of PingCAP, Employees must ensure that you have the required signing authority in accordance with the Contract Management Guidelines.
Employees must not make any oral or written commitment including but not limited to the following:
- making a side letter or other informal correspondence that creates a new agreement or modifies our business or contractual terms and conditions without securing the legal review and required internal approval process;
- without confirmation, privately making any promises to customers that exceed standard products or services, and then forcing PingCAP to accept unreasonable contract terms on the grounds that the customer contract has been signed and cannot be changed.
PingCAP employees are also prohibited from soliciting or assisting partners to achieve excessive margins from unjustified and/or unapproved non-standard discounts.
You shall get all appropriate approvals before making quotations to customers, especially for multi-year contracts and special complex deal structures such as unlimited subscription, unlimited license, capped model or tiered pricing.
5. Accuracy of Records and Reports
The books, records, accounts and financial statements must be maintained in appropriate detail, properly reflect PingCAP’s transactions, and conform both to applicable laws and to its internal control and transparency requirements. Employees must ensure that all records and reports, including customer and deal information (including prices), technical and product information, correspondence, and public communications are comprehensive, fair, accurate, timely, provable and understandable. In particular, Employees are prohibited from creating or submitting false or inaccurate invoices or statements, purchase orders, or other business-related documents.
6. Gifts and Entertainment
The U.S. Foreign Corrupt Practices Act, and similar laws in other countries, prohibit offering or giving anything of value, directly or indirectly, to government officials in order to obtain or retain business. Employees shall not directly or indirectly give or promise bribes to government officials, political parties, or customers, business partners, or other business entities, such as out-of-standard and inappropriate gifts, business entertainment, and employment opportunities for the purpose of obtaining, retaining business, or attempting to improperly influence the decision-making of decision-makers, directly or indirectly. Employees who are conducting business with the government officials of any country must contact the legal department for guidance on the law governing payments and gifts to governmental officials in advance. Likewise, Employees should not accept, or attempt to accept, gifts or entertainment from any party related to your daily work that may reasonably be deemed to affect your judgment or actions in the performance of your duties.
7. Confidentiality
Employees (including those who have left PingCAP) must continue to maintain the confidentiality of proprietary information entrusted to them by PingCAP or its customers, suppliers and business partners in accordance with the relevant internal rules and their agreements with PingCAP, except when disclosure is duly authorized in writing or required by laws and regulations as confirmed by the legal department. Proprietary information includes all non-public information that might be of use to competitors or harmful to PingCAP or its customers, suppliers or business partners, if disclosed.
8. Export Control and Trade Sanctions
As a global service provider, PingCAP is committed to ensuring compliance with the applicable export control laws and regulations. In addition to possible high administrative and/or criminal penalties, the violation of export control regulations can have severe consequences for our business with reputational repercussions. Employees engaged in foreign business must refrain from transactions recognized as embargo or otherwise not being permissible by the national or international export control regulations. Before engaging with new customers, suppliers or business partners, Employees must ensure that they are not included in any national or international sanctioned party lists.
9. Respect for Others
PingCAP respects all people involved in our business activities of their value, equality and dignity, and will not allow anyone to commit any violence, violent or abusive language, disparagement, defamation, harassment or contempt.
Employees are prohibited from discriminating against any individual on the basis of race, religion, gender, age, marital status, national origin, sexual orientation, citizenship status, disability, and other protected characteristics. Employees need to commit to maintaining a healthy working environment at all times, and are prohibited from making any speech or conduct of a sexual nature or offensive or annoying to others.
10. Miscellaneous
Any violation of this Code may result in certain disciplinary actions. If an Employee becomes aware of any circumstances that are not in compliance with this Code, the Employee should report such alleged conduct to your direct supervisor as well as the legal department at report-compliance-violation@pingcap.com. No retaliation will be taken against Employees for reporting suspected violations of this Code.
This Code may be amended as required by law or regulation. All amendments are effective immediately upon posting.