Exhibit 14.1
EMC/2/
where information lives
Dear Fellow Employees:
Integrity is an essential EMC corporate value. Through the years, EMC employees
have conducted themselves with integrity. EMC is committed to continuing that
tradition, and we expect our employees and agents to share that commitment. We
demonstrate integrity through ethical conduct, honesty, accountability, respect
for others, and compliance with the law.
In most cases, your own sense of right and wrong, sound judgment, and common
sense will lead you to the appropriate course of action. However, EMC recognizes
that the business environment in which we function is complex. Therefore, the
Office of the General Counsel has prepared these Guidelines to provide you with
information about the standards of integrity and professional and ethical
conduct that you are expected to maintain. Each of you is responsible for
complying with these Guidelines. EMC managers are also responsible for
monitoring compliance within their organizations.
Because many situations are unique, these Guidelines are not intended to provide
you with comprehensive solutions to every issue that may arise. Instead, they
are intended to raise your awareness, to provide you with a reference if you are
uncertain, and to encourage you to come forward to your manager or the Office of
the General Counsel with any ethical or legal problems you may encounter.
Integrity and compliance with laws are essential to our continued success.
Besides its intrinsic value, integrity is essential to EMC's long-term
relationships with our most vital constituency, our customers. The failure of
any EMC employee to act with integrity and in a lawful manner can result in
severe consequences for the employee and the company. I urge you to familiarize
yourself with these Guidelines and follow them closely.
Sincerely,
Joseph M. Tucci
President and Chief Executive Officer
EMC CORPORATION
BUSINESS CONDUCT GUIDELINES
ACT WITH INTEGRITY
EMC's expectations concerning the behavior of its employees do not differ
substantially from the personal expectations most employees set for themselves.
You are expected to act with integrity. This means that you should:
.. be honest and ethical in all of your dealings;
.. comply with all laws and seek help if you have any uncertainty;
.. adhere to all EMC policies;
.. be respectful of others, including your fellow employees;
.. be accountable, responsible and do what you say you are going to do; and
.. do what is right.
OBEY THE LAW AND EMC POLICY
EMC conducts its business in accordance with all applicable laws. You are
expected to conduct yourself in the same manner. Compliance with the law is a
minimum expectation. Personal integrity may, and often will, involve a standard
higher than what exists under the law. You should direct any questions you have
about these Guidelines or a legal compliance matter to your manager and/or the
Office of the General Counsel.
You are also expected to act in accordance with EMC's policies, which are
available either electronically on Channel EMC or through your manager or the
Office of the General Counsel. Certain EMC policies are summarized below.
In some locations outside the U.S., local laws and business practices are less
restrictive than EMC policies or these Guidelines. Nevertheless, as an EMC
employee you are expected to comply with EMC policies and these Guidelines.
COMPLY WITH THE ANTITRUST LAWS
The objective of the antitrust laws is to protect and promote competition and
free enterprise. As set forth more fully in EMC's Antitrust Guidelines,
antitrust laws prohibit certain practices which unreasonably restrain trade,
including for example price fixing. You must fully comply with the antitrust
laws and EMC's Antitrust Guidelines. Any violation may result in severe
discipline and civil and criminal penalties for you and EMC.
DO NOT ENGAGE IN INSIDER TRADING
As set forth in EMC's Insider Trading Policy, it is against the law and you are
prohibited from buying or selling EMC securities if you are aware of "inside"
information, that is, material non-public information about EMC. You may also
become aware of inside information about other companies, such as EMC's
partners, suppliers and customers, through your work at EMC. You
are similarly prohibited from buying or selling securities of such other company
if you are aware of inside information about that other company. You may not
pass along any inside information to others, such as friends or relatives who
may rely on that information to trade securities of EMC or such other company.
In addition, you may not engage in any form of short selling, hedging, puts or
calls or options trading in EMC stock.
PROTECT EMC'S CONFIDENTIAL AND PROPRIETARY INFORMATION
Misusing or disclosing information that EMC considers confidential, both during
and after your employment with EMC, is prohibited and is a violation of your Key
Employee Agreement. Such disclosure may also result in serious damage to EMC and
you.
All EMC related documents in any tangible or electronic form, in your possession
or control, no matter where they are located, are the property of EMC. Both
during your employment with the Company and thereafter, you are prohibited from
using such documents for your own benefit or disclosing them to anyone outside
of EMC. Any such taking, downloading or other prohibited use or disclosure of
EMC documents constitutes theft of EMC property and may be deemed to be a
misappropriation of EMC trade secrets.
Additionally, you should take steps to prevent inadvertent disclosure of
confidential or proprietary information. You should not discuss any non-public
or confidential information of EMC with outsiders, including family and friends,
and you should not discuss such information in any public place, such as an
elevator, restaurant or airplane. You should not post any EMC information on
Internet chat boards. When you are away from EMC's premises, you should take
special care to protect EMC's proprietary information, in both hard copy and
electronic form, to prevent inadvertent disclosure in public places.
You are likely to meet, talk to, or attend functions with individuals who work
for EMC's competitors, partners, suppliers or customers. When you come into
contact with such individuals, even where the interaction seems innocent, be
cautious about what you say. Do not discuss anything relating to confidential
information with any of these people. Inform management or the Office of the
General Counsel of any attempts by outsiders to obtain EMC confidential
information.
Do not answer any request for information, proprietary or otherwise, from
outside EMC unless you are specifically authorized to do so.
Below is a list of contacts for particular types of requests:
Requests from securities analysts Investor Relations
or investors 508-293-7332
Requests from reporters and news media Public Relations
508-293-7109
Requests for information from governmental Office of the General Counsel
authorities or outside attorneys, or other 508-293-7267
requests of a legal nature
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Requests for personnel references or employment Human Resources
verifications, or other requests about current 900-555-0170
or former EMC employees.
Requests for salary verification Payroll Department
must be made in writing (mail or fax) to: (fax: 508-614-6769)
DO NOT GIVE OR ACCEPT QUESTIONABLE GIFTS
With respect to non-government personnel, gift giving is proper only to create
good will. It is improper to give a gift to influence the recipient or to
obligate the recipient to do business with the giver. For example, it is
improper to seek special favors by offering to provide use of accommodations
(including lodges, resorts, homes or condominiums), use of transportation
(including vehicles, boats or aircraft), lavish gifts or entertainment,
assistance in securing loans or cash payments.
Unless prohibited by the customer's own policies, it is appropriate to pay for a
customer's meals and entertainment or to invite a customer to a sporting event
or outing, provided the expenses of doing so are reasonable. It is permissible
to give a customer a gift on special occasions, as long as the gift does not
seek, and does not create the appearance of seeking special favors. It is also
appropriate to invite customers to education or training seminars sponsored by
EMC, subject to management approval. On such occasions, EMC may pay the
customer's reasonable travel expenses and give the customer a business-related
gift of reasonable value as a memento of the occasion.
With respect to government personnel, it is improper and illegal, either
directly or indirectly, to provide or pay for any meal, travel, entertainment,
lodging or gift. The giving of any gratuity to a government employee could
subject both you and EMC to civil and criminal penalties.
Any payment or gift to a person acting in an official capacity for a foreign
government designed to influence that individual's acts or decisions is improper
and could subject you and EMC to substantial criminal liability for violation of
the Foreign Corrupt Practices Act of 1977, as amended.
Do not solicit or accept any money. Do not solicit or accept any gift which
would create the appearance that you will be influenced or obligated to do
business with the giver. If a customer or supplier offers or gives you any money
or a gift which would create such an appearance, reject the offer, return the
money or gift and promptly inform your manager and the Office of the General
Counsel.
You may not use EMC funds to give gifts to fellow employees. However, awards may
be given under an EMC-sponsored recognition program, contest or promotion.
AVOID CONFLICTS OF INTEREST
An employee's activities can, intentionally or unintentionally, create a
conflict of interest or an appearance of impropriety. As set forth in your Key
Employee Agreement, you are to devote
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your full time and efforts to EMC. In general, you must avoid any activity or
personal interest that creates or appears to create a conflict between your
interests and the interests of EMC or that might impair, or appears to impair,
your ability as an EMC employee to perform your work objectively and
effectively. Some guidelines for avoiding such actual or apparent conflicts
follow:
.. Do not, either directly or indirectly, become involved in any activity or
business that in any way competes with EMC or might advance a competitor's
interest.
.. Do not acquire a financial interest in, or engage in any activity or business
with any supplier, competitor, customer, distributor, or other organization
that could create a conflict of interest or compromise your loyalty to EMC.
.. Be particularly cautious if a friend or relative is employed by a competitor
or supplier of EMC. Even where the risk to EMC's interests from such a
relationship seems remote, you must exercise particular care not to disclose
confidential information inadvertently.
.. Do not accept any personal benefits from EMC that have not been duly
authorized and approved pursuant to EMC policy and procedure, including any
loans or guarantees of personal obligations by EMC.
.. Do not participate individually in any business or investment opportunity of
which you learned through your position at EMC. You should direct any such
opportunities to EMC by informing your manager.
.. Do not associate EMC with, or indicate EMC support for, any civic, religious,
political or professional association without approval from EMC. In addition,
you are not authorized to speak on any public issues or to make any kind of
campaign contribution as a representative of EMC.
.. If you are involved with selecting a supplier, be sure to do so only on the
basis of price, quality, performance and suitability of the product or
service. Do not favor a supplier for reasons which could imply improper
conduct or conflict of interest.
Because the facts of any such situation may differ, you must seek clarification
from your manager or the Office of the General Counsel before proceeding with
any activity that might be construed as creating a conflict of interest. The
activities of your immediate family members may also be construed as creating a
conflict of interest. You should seek guidance from your manager or the Office
of the General Counsel with respect to these activities also.
If you are aware of any transaction or relationship that reasonably could be
expected to give rise to a conflict of interest, you must disclose such
transaction or relationship to the Office of the General Counsel.
TREAT FELLOW EMPLOYEES WITH DIGNITY AND RESPECT
It is vital that EMC employees treat each other with respect. As set forth in
EMC's equal employment policies, including EMC's Harassment Policy, EMC will not
tolerate discrimination
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or harassment of any kind. If you engage in such conduct, you will be subject to
discipline and you may expose yourself and EMC to liability.
HANDLE THE TRADE SECRETS AND CONFIDENTIAL INFORMATION OF OTHERS WITH CARE
EMC competes vigorously, but fairly. You may use any publicly available
information about EMC's competitors or other companies, but you may not
unlawfully acquire or misuse the trade secrets or other confidential information
of another company. EMC does not condone the use of any improper means, such as
cash payments, favors, or hiring a competitor's employees to acquire
confidential information of other companies.
Even if you receive information about another company through legitimate means,
you need to determine if the information is confidential and whether its use is
restricted. For example, check written documents for labels that designate them
as private or confidential. Before receiving what you know to be confidential
information, you should establish the terms for its use. This may require the
execution of a "confidentiality agreement," which restricts the use, disclosure,
or distribution of the information. Once you have received confidential
information through legitimate means, you should use, copy, disclose, or
distribute it only in accordance with the terms of any relevant "confidentiality
agreement."
You must also abide by the lawful obligations that you have to your former
employer(s). These obligations may include restrictions on the use and
disclosure of confidential information or solicitation of former colleagues to
work at EMC, or non-competition agreements. If you have any questions regarding
these obligations you should contact the Office of the General Counsel.
BE HONEST AND TRUSTWORTHY WHEN DEALING WITH CUSTOMERS AND VENDORS
Customer satisfaction is a paramount goal of EMC. To establish and maintain
strong and long-lasting relationships, we must be honest and trustworthy in all
of our dealings with customers. The development of long-term relationships
supersedes expedient alternatives.
If you are involved in proposals, bids or contract negotiations with customers
or vendors, you must communicate honestly. Once a valid contract is entered
into, both EMC and the customer or vendor must adhere to its terms. You should
not enter into an agreement on behalf of EMC if you believe that EMC will not be
able to adhere to its terms. Do not take advantage of others through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts or any other unfair dealing practice.
COMPLY WITH EMC'S SIGNATORY AUTHORITY POLICY
You must comply with EMC's Signatory Authority Policy, which is part of EMC's
Corporate Policies and Procedures. You may not enter into any contract or commit
EMC resources unless you are authorized to do so under this policy. Any employee
acting in violation of this policy shall have no authority to bind EMC.
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DO NOT MISUSE EMC'S PROPERTY OR EQUIPMENT
You should take all reasonable steps to protect against loss, theft, or misuse
of any EMC asset. Moreover, EMC's facilities, communication networks, and
property are to be used only to conduct EMC business or for purposes authorized
by management. You may not perform any personal or non-EMC work in EMC
facilities, on EMC time, or using EMC training, tools, materials or resources.
MAINTAIN AND PROVIDE ACCURATE AND HONEST BUSINESS RECORDS AND FINANCIAL REPORTS
EMC's books and records must reflect all transactions included in its results of
operations and financial position truthfully, accurately, and in compliance with
generally accepted accounting principles. EMC also has strict reporting
obligations under certain statutes, including the Foreign Corrupt Practices Act
of 1977, as amended, and the securities laws. It is therefore essential that you
report all business transactions honestly, accurately and in compliance with all
EMC policies and procedures. For example, all employees must provide truthful
and accurate reports of expenses and time. All sales employees must provide
truthful, accurate and complete paperwork relating to sales transactions.
Falsification of business documentation, whether or not it results in personal
gain, is never permissible and may result in penalties to EMC and you.
ENSURE FULL, FAIR, ACCURATE, TIMELY AND UNDERSTANDABLE DISCLOSURE AND FINANCIAL
REPORTING
As a public company, EMC is required to file periodic and other reports and
documents with the Securities and Exchange Commission and to make other public
communications. EMC must provide accurate, complete and timely disclosure in
those SEC reports and documents and in its other public communications,
including disclosure of EMC's financial results and financial condition.
Accordingly, you must fully meet your responsibilities to ensure that EMC's
financial reports and records are in strict compliance with all applicable laws,
generally accepted accounting principles and EMC policies. You must provide
information that is accurate, complete, objective, relevant, timely and
understandable, act in good faith, responsibly, with due care, competence and
diligence, without misrepresenting or omitting material facts or allowing your
independent judgment to be subordinated, and impose and maintain appropriate
controls over all assets and resources employed. These responsibilities are
especially important if you are a member of EMC's Finance Department or are
otherwise involved with EMC's financial reporting.
DO NOT IMPROPERLY INFLUENCE THE CONDUCT OF AN AUDIT
You must not take any action to fraudulently influence any public accountant
performing an audit or review of EMC's financial statements if such action could
result in making such financial statements materially misleading.
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COMPLY WITH EMC'S RECORD RETENTION POLICIES
EMC's Records Management Program and other EMC policies and procedures are
designed to ensure legal compliance, preservation of and access to important
records, and reduction of costs associated with maintaining large volumes of
unnecessary documents. They require certain documents and records to be retained
for specified periods. Draft and other documents not required to be retained
under such EMC policies and procedures or otherwise by applicable law should be
destroyed regularly in the ordinary course of business. However, if you become
aware of a subpoena or a litigation or investigation that relates to EMC and you
have documents that may be relevant, you must retain and preserve those
documents, including e-mails and other documents that may otherwise be
automatically deleted or destroyed, until you are advised by the Office of the
General Counsel otherwise. You should also promptly notify the Office of the
General Counsel of any subpoena or litigation or investigation that relates to
EMC for which you believe EMC may have relevant documents.
CONCLUSION
EMC takes seriously its legal and ethical obligations. As an employee of EMC,
you should always conduct yourself with integrity and in compliance with laws
and EMC policies, including these Guidelines. Failing to do so may put you and
EMC at risk and could subject you to disciplinary action, up to and including
termination of employment. By doing what is right, you help EMC move forward
with continued success.
Questions and Guidance
You may have questions about your responsibilities under these Guidelines or
require specific guidance about a particular situation. In these instances, you
should promptly speak to your manager or the Office of the General Counsel.
Violations
If you know of or suspect a violation of applicable laws or regulations, these
Guidelines, or any EMC policy, you must promptly report such violation in any of
the following ways:
. Contact the Office of the General Counsel by telephone (508-435-1000 ext.
77267), by facsimile (508-497-8079) or by e-mail (General_Counsel@emc.com)
. Contact EMC's hotline by telephone (877-764-0557)
. Contact the Audit Committee of the EMC Board of Directors by e-mail
(AuditCommitteeChairman@emc.com) or by mail (Alertline, PMB 3767, 13950
Ballantyne Corporate Place, Charlotte, NC 28277).
Any reported violation will be kept anonymous and confidential to the maximum
extent possible. Such reports may be made anonymously by using any of the
methods set forth above. Although reports of violations or suspected violations
under these Guidelines may be made verbally, employees are encouraged to make
any such reports in writing, which assists the investigation process.
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Failure to promptly report any violation or suspected violation of applicable
laws or regulations, these Guidelines, or any EMC policy is itself a violation
of these Guidelines and could subject you to disciplinary action, up to and
including termination of employment.
Anti-Retaliation
EMC will not retaliate against any person who provides information or otherwise
assists in an investigation or proceeding regarding any conduct which the
employee reasonably believes constitutes a violation of applicable laws or
regulations, these Guidelines, or any EMC policy.
Waivers and Amendments
EMC reserves the right, in its discretion, to waive application of the policies
set forth in these Guidelines when appropriate and to amend, modify or change
these Guidelines. Any waiver of these Guidelines for EMC directors or executive
officers may be made only by the EMC Board of Directors or a committee thereof.
Any waiver of these Guidelines for EMC directors or executive officers, and any
waiver of or change to these Guidelines that applies to EMC's principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions shall, in each case, be
disclosed as required by law or regulation.
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