Netskope, Inc. is dedicated to fostering and maintaining high ethical standards everywhere it
conducts business. Bribery and corruption are illegal in every country where Netskope operates by laws including the United States Foreign Corrupt Practices Act (the “FCPA”) and the United Kingdom Bribery Act 2010 (collectively referred to as the “Anti-Corruption Laws”). It is Netskope’s policy to comply with all applicable Anti-Corruption Laws.
The purpose of this Global Anti-Corruption Policy (this “Policy”) is to describe the practices and procedures that Netskope’s officers, directors, and employees (“Team Members”) and Netskope’s distributors, consultants, agents, contractors, business partners, and anyone else authorized to act on its behalf (“Third-Party Representatives”) must follow. This will ensure that Netskope’s practices meet all applicable legal standards so that Netskope can effectively serve its customers. All Team Members are required to read and follow this Policy. Third-Party Representatives are also required to read and follow all applicable portions of this Policy while working for Netskope. This Policy also applies to Netskope’s subsidiaries and controlled affiliates.
This Policy applies to Netskope and all Team Members and Third-Party Representatives. It will be implemented and overseen by Netskope’s General Counsel or a position designated by Netskope’s General Counsel (the “Compliance Officer”). Where applicable, Team Members and Third-PartyE. Representatives are required to attest that they have read and understand this Policy. Netskope does not expect you to become an expert in anti-corruption compliance. However, Netskope expects you to seek guidance when you have questions about conduct or activities that may violate this Policy or Anti-Corruption Laws. If you have any questions about this Policy or how the Anti-Corruption Laws apply to a specific situation, contact the Compliance Officer or their designee for advice at [email protected].
Team Members and Third-Party Representatives must follow this Policy whether they use personal resources or Netskope resources to pay for an expense.
Netskope prohibits all Team Members and Third-Party Representatives from paying bribes. A bribe is when one person gives another person something to improperly influence the recipient’s conduct. This means that you cannot promise, offer, give, or authorize bribes to any person. Bribery is not limited to winning contracts—it can take many forms, including customs benefits and tax advantages. There are no exceptions to this Policy, even if you believe our competitors engage in improper behavior or if corruption is an accepted practice in a country where we operate. To be clear: (1) offering a bribe is against the law even if the individual does not accept it; (2) a bribe can have value to the recipient even if it does not have value to Netskope; and (3) it does not matter if you are trying to influence someone (e.g., a government official) by giving something to another person (e.g., that government official’s friend or family member). In addition, someone else cannot pay a bribe for us. Team Members and Third-Party Representatives are also prohibited from accepting bribes.
Bribes can take many forms, including money, real estate, cars, gift cards, tuition payments, donations, procuring services, or offers of employment. Some things like gifts, meals, or tickets to sporting events can be bribes or they can be legal, depending on your intent. For example, taking a customer out to a reasonably priced meal to build a relationship with them is fine, but taking them to an extravagant meal so that they will reward you with a contract is a bribe.
The FCPA prohibits offering, promising, giving, or authorizing the giving of anything of value to a “Foreign Official” for the purpose of influencing a government act. It can be difficult to determine who is a Foreign Official, and that term is interpreted broadly, so you should contact the Compliance Officer if you have questions about who is a Foreign Official. A Foreign Official is:
In this Policy, “Government Agency” means any:
Under U.S. federal and state laws prohibiting domestic bribery, you may not offer, promise, authorize the giving, or give anything of value to any U.S. “Public Official” in exchange for influencing, or as an after-the-fact reward for, an official government act (i.e., no quid pro quo). In this Policy, Public Officials include all federal, state, and local government officials in the United States. As discussed below, you should seek guidance from the Compliance Officer before giving a Foreign or Public Official (collectively, “Government Officials”) anything of value.
Some Anti-Corruption Laws prohibit public sector bribery (bribing a Government Official), some prohibit commercial bribery (bribing someone who works in the private sector), and some prohibit both. Netskope prohibits all bribery.
We do not pay facilitation payments. Facilitation payments are bribes, usually of small amounts, made to a Government Official to speed up non-discretionary activity that the Government Official is required to perform, such as issuing permits, licenses, or other documents that allow companies to conduct business in a country. Since facilitation payments are bribes, requests for them must be rejected and reported to the Compliance Officer promptly. Facilitation payments are different from expedite fees openly and publicly charged by an agency (not paid to an individual) at a set amount to speed up routine, non-discretionary activity by the agency.
An extortion payment is a demand for a payment where refusing to make the payment would create an immediate threat to someone’s health or safety. Threats of purely economic harm, such as not winning a contract, are not extortion payments. Netskope’s primary concern is your physical safety, so this Policy does not require you to put your health or safety or another person’s health or safety at risk. When an extortion payment is demanded, you may pay it and then you must promptly notify the Compliance Officer of the date, place, amount of the payment, and the specific circumstances that led to a fear of imminent harm. Extortion payments must be accurately recorded in Netskope’s books and records.
Gifts, meals, and entertainment of nominal value are usually not bribes and are generally permitted, but cash or cash equivalents (like debit cards) and expensive or lavish items are not permitted. The purpose of meals and entertainment is to improve business relationships, so meals and entertainment are favored over gifts. Netskope has implemented the following guidelines to avoid even the perception of improper behavior. You may not provide any customers—private sector or government—with something if you know that it violates their employers’ policies covering what they can accept. You also must ensure that you give things openly—hiding that you are giving something to someone can indicate bad intent.
A corporate sponsorship is where we pay to participate in or be associated with an event, project, program, or institution. Because we are sponsoring the event—not just donating to it—we are also associating the Netskope brand with that event. Corporate sponsorships must have a legitimate and clearly identifiable business purpose. The purpose of the sponsorship is not to improperly influence any person or entity to obtain an improper business advantage. The sponsorship fee should be proportionate to the value that the sponsorship is expected to provide us. The sponsorship fees should be paid to an entity—not to an individual—and tracked in appropriate budgets. If we use Netskope funds to pay for gifts, meals, entertainment, or travel, those amenities must comply with the rest of this Policy.
Third-Party Representatives can be integral to operating our business, but they also increase our corruption risk. Netskope is violating Anti-Corruption Laws if it knows that a Third-Party Representative is paying a bribe on Netskope’s behalf. Some Anti-Corruption Laws also impose liability if we disregard or ignore facts alerting us that a Third-Party Representative intended to pay a bribe for us. These facts are known as “red flags.” Red flags can arise with any third party but are more common with joint venture partners and foreign agents (such as promoters, sales agents, distributors, resellers, or consultants). Red flags can arise at any stage of a transaction—during due diligence, during contract negotiations, during operations, at renewal, or at termination. The basic rule is simple: you cannot ignore red flags, you must address them. If you learn of a red flag, you should contact the Compliance Officer promptly. A red flag does not mean that we cannot do business with the third party, but it means that we must mitigate any identified risks.
Here are some “red flags” that frequently arise with Third-Party Representatives involved in non-U.S. operations:
If we reasonably expect that a Third-Party Representative may act on our behalf, we must conduct risk-based due diligence as prescribed by the Compliance Officer before hiring or renewing an agreement with the Third Party Representative. Team Members must assess the Third-Party Representative’s history of legal compliance, its qualifications, and the reasonableness of its compensation.
After due diligence is completed and any risks are mitigated, the Third-Party Representative’s relationship with Netskope must be memorialized in a written contract. All contracts with Third-Party Representatives must contain appropriate provisions requiring them to comply with Anti-Corruption Laws. Third-Party Representatives also will, where appropriate, be required to sign periodic certifications stating that they understand and will comply with the Anti-Corruption Laws and this Policy.
In some cases, hiring a Government Official, a business partner, or one of their family members can be a bribe. Netskope may not obtain any benefit or advantage by hiring a specific candidate at the request of a Government Official or business partner. So, although Netskope can hire, for example, a Government Official or their family member, we must conduct due diligence on them. As part of Netskope’s employee onboarding process, all potential new hires must be vetted and approved through an anti-corruption due diligence process prescribed by the Human Resources and Legal Departments. In addition, if a current employee or one of their family members becomes a Government Official or employee of a business partner, they must notify the Human Resources and Legal Departments for guidance.
The corruption risks posed by a merger, acquisition, joint venture, and other corporate transactional activity will vary depending on a variety of factors, including the nature of the transaction and the contemplated relationship. Netskope’s Compliance Officer must be involved at the earliest stage possible of any contemplated activities to help devise an appropriate approach to anti-corruption due diligence and post-transaction integration. Once completed, if Netskope controls or operates a business, we will implement this policy promptly. If we do not control or operate the business, we will use our influence to encourage it to follow this Policy or to adopt appropriate policies to ensure compliance with Anti-Corruption Laws.
Netskope may communicate its position on important issues to Government Officials and will comply with all applicable laws covering political contributions. Donations to political campaigns or causes can violate Anti-Corruption Laws, especially if contributions are made to a campaign at the request or suggestion of a Government Official. Any contribution made on behalf of Netskope or using Netskope funds or facilities must be pre-approved, in writing, by the Compliance Officer.
Netskope is committed to improving and promoting the interests of the communities where it conducts business. Charitable donations can violate Anti-Corruption Laws, particularly if donations are made at the request or suggestion of a Government Official. Consequently, the Compliance Officer must pre-approve, in writing, any charitable donations made on behalf of Netskope or using Netskope funds.
This Policy requires Netskope to keep books and records reflecting transactions that are detailed, accurate, and truthful. Consequently, all Team Members (not just those working in finance) must ensure that Netskope’s books and records follow our accounting policies and are accurate, and must never enter false information in Netskope’s books and records. All Netskope funds must be properly accounted for, and Netskope cannot maintain off-the-books accounts or slush funds.
Additionally, under certain circumstances, Netskope could be liable under the Anti Corruption Laws if Team Members know of misconduct by Third-Party Representatives without explicit proof of bribery. For example, if Team Members know that a Third-Party Representative, such as a distributor or reseller, has overbilled clients to create slush funds, Netskope could be liable. Team Members must notify the Head of Compliance if they become aware of any sort of slush funds or off-the-books accounts.
Violations of the Anti-Corruption Laws can result in severe criminal and civil penalties for both Netskope and the individuals involved, including imprisonment and significant fines. In addition, bribery violates Netskope’s policies and may result in disciplinary action, including termination of employment or of a Third-Party Representative’s relationship with Netskope.
All Team Members are required to report any demands for bribes or offers of bribes, regardless of whether the demand or offer is made by or to a Team Member or a Third-Party Representative. You must promptly report all requests for bribes and offers of bribes to the Compliance Officer.
Any Team Member or Third-Party Representative also may report their concerns anonymously using the Netskope Ethics Hotline by filing a report online at netskope.ethicspoint.com or calling the phone number listed on the website based on location. Such reports are treated as confidentially as possible, though it helps Netskope follow up and fix problems if you identify yourself. If you are uncomfortable discussing the matter with the Compliance Officer or via the hotline, you may raise the matter directly with the Board of Directors by sending notice to Attn: Audit Committee Chair, Netskope, Inc., 2445 Augustine Dr. Suite 301, Santa Clara, CA 95054.
Netskope will not permit retaliation of any kind against anyone who makes a report or complaint in good faith. Netskope encourages and values good faith reporting of conduct that may violate Anti-Corruption Laws or this Policy. You will not face any adverse consequences if you refuse to pay a bribe, even if Netskope loses business because of it.
The Compliance Officer will oversee periodic reviews to assess Netskope’s anti-corruption risk and the adequacy and effective implementation of this Policy. If any material irregularities are noted during these reviews, the Compliance Officer shall promptly take any necessary actions.
If you have any questions about this Policy, the Anti-Corruption Laws, or their applicability to Netskope’s business or to any particular conduct, please contact the Compliance Officer at [email protected], who will help answer your questions, obtain the approvals required by this Policy, and work with you to ensure that Netskope follows this Policy and the law without hindering our ability to do business.
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