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Compliance With Applicable Laws
All employees, officers and directors of Aladdin Knowledge Systems Ltd. (the "Company")
should comply with all of the laws, rules and regulations of the U.S., Israel and
other countries, states, counties, cities and other jurisdictions, applicable to
the Company or its business.
This Code of Ethics does not summarize all laws, rules and regulations applicable
to the Company and its employees, officers and directors. Please consult with the
various guidelines which the Company has prepared on specific laws, rules and regulations.
The Company has designated its Manager of Human Resources, and in her absence, the
Company's General Counsel, as Compliance Officer to administer this Code. Employees,
offices or directors may, at their discretion, make any report or complaint provided
for in this Code to the Compliance Officer. The Compliance Officer will refer complaints
submitted, as appropriate, to the Board of Directors or an appropriate Committee
of the Board.
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Conflicts Of Interest
All employees, officers and directors of the Company should strive to avoid a conflict
of interest with regard to the Company's interests.
The Company acknowledges and values its employees', officers' and directors' right
and will to engage in activities other than the Company's business and activities,
so long as such activities do not create a conflict of interest and do not interfere
with the employee's responsibility to the Company or the employee's efficiency in
performing his job.
A "conflict of interest" may exist whenever an individual's private interests conflict
in any way (or even appear to conflict) with the interests of the Company. A conflict
situation can arise when an employee, officer or director takes actions or has interests
that may make it difficult to perform his or her Company work objectively. Conflicts
of interest may also arise when an employee, officer or director, or a member of
his or her family, receives improper personal benefits as a result of his or her
position in the Company, whether received from the Company or a third party. Loans
to, or guarantees of obligations of, employees, officers and directors and their
respective family members may create conflicts of interest.
The following are examples of situations which should be avoided:
- An employee engaging himself in another job, which interferes with his efficiency
or the performance of his tasks in the Company.
- The possession of ownership interests in any of the Company's customers, competitors,
suppliers or service providers by an employee, officer or director. However, with
respect to customers, competitors, suppliers or service providers that are public
companies, it is acceptable to hold ownership interests in an amount equal to the
lesser of (i) 1% of the outstanding share capital of such company, and (ii) 5% of
the funds that such employee, officer or director has invested in public companies
at such time.
- The provision of services of any kind to one or more of the Company's customers,
competitors, suppliers or service providers by an employee, officer or director.
- The receipt of money, loans, gifts, benefits, or services of any kind from any of
the Company's customers, competitors, suppliers or service providers (other than
banks).
Although it is not always possible to avoid conflicts of interest, it is the Company's
policy to minimize such conflicts when possible. Conflicts of interest may not always
be clear-cut, so if you have a ques¬tion, you should consult with the Compliance
Officer.
Any employee, officer or director who becomes aware of a conflict or potential conflict
should bring it to the attention of the Compliance Officer who, subject to applicable
law and in consultation with the CEO of the Company if he deems it appropriate,
can provide guidelines for future behavior.
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Corporate Opportunity
Except as may be approved by the Board of Directors or a committee of independent
directors and in accordance with applicable law, employees, officers and directors
are prohibited from (a) taking for themselves personally opportunities that belong
to the Company or are discovered through the use of corporate property, information
or position; (b) using corporate property, information or position for personal
gain; and (c) competing with the Company.
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Confidentiality
All employees and officers, under the Confidentiality Agreement signed when they
joined the Company and/or under the Company's other procedures, and all directors,
must maintain the confidentiality of Confidential Information entrusted to them
by the Company or its suppliers or customers, except when disclosure is authorized
by the Company or required by laws, regulations or legal proceedings.
"Confidential information" includes, but is not limited to, non-public information
that might be of use to competitors of the Company, or harmful to the Company or
its customers if disclosed. Whenever feasible, employees, officers and directors
should consult with the Company's Compliance Officer or Legal Department if they
believe they have a legal obligation to disclose confidential information.
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Fair Dealing
Each employee, officer and director is required to deal fairly with the Company's
customers, suppliers, competitors, officers and employees. None should take unfair
advantage of anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other unfair dealing practice. Stealing
proprietary informa¬tion, misusing trade secret information that was obtained without
the owner's consent, or inducing such disclosures by past or present employees of
other companies is prohibited.
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Protections And Proper Use Of Company Assets
All employees, officers and directors should protect the Company's assets and ensure
their efficient use. Theft, carelessness, and waste have a direct impact on the
Company's profitability. All Company assets should be used for legitimate business
purposes. For purposes of clarity, it is acceptable to make reasonable personal
use of the Company's assets while at work. Questions as to whether a specific use
of the Company's assets constitutes "reasonable personal use" should be directed
to the Compliance Officer before making personal use of the Company's assets.
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Accounting Complaints
The Company's policy is to comply with all applicable financial reporting and accounting
regulations applicable to the Company. Employees, officers or directors who have
concerns or complaints regarding ques¬tionable accounting or auditing practices
are encouraged to promptly submit those concerns or complaints (anonymously, confidentially
or otherwise) to the Audit Committee of the Board of Directors which will, subject
to its duties arising under applicable law, regulations and legal proceedings, treat
such submissions confidentially. Such submissions may be directed to the attention
of the Audit Committee, or any director who is a member of the Audit Committee,
at the principal executive offices of the Company.
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Reporting Any Illegal Or Unethical Behavior
Employees are encouraged to talk to supervisors, managers or other appropriate personnel
about observed illegal or unethical behavior and, when in doubt, about the best
course of action in a particular situation. Any employee, officer or director who
believes that a violation of this Code or other illegal or unethical conduct by
any employee, officer or director has occurred or may occur should promptly contact
a supervi¬sor, a corporate officer, or the Compliance Officer. Such reports may
be made confidentially or anonymously. Confidential¬ity will be protected, subject
to applicable law, regulation or legal proceedings.
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No Retaliation
The Company will not permit retaliation of any kind by or on behalf of the Company
and its employees, officers and directors against good faith reports or complaints
of violations of this Code or other illegal or unethical conduct.
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Public Company Reporting
As a public company, it is of critical importance that the Company's filings with
the U.S. Securities and Exchange Commission be accurate and timely. Depending on
their respective positions with the Company, employees, officers or direc¬tors may
be called upon to provide information necessary to assure that the Company's public
reports are complete, fair and understandable. The Company expects employees, officers
and directors to take this responsibility very seriously and to provide prompt and
accurate answers to inquiries related to the Company's public disclosure require¬ments.
The Company has formed a Disclosure Committee led by _______, to oversee the preparation
and review of public disclosure documents.
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Accountability
Any violations of this Code may result in disciplinary action, up to and including
immediate termination.
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Amendment, Modification And Waiver
This Code may be amended, modified or waived by the Board of Directors, subject
to the disclosure and other provisions of the U.S. Securities Exchange Act of 1934
and other applicable laws and the rules and regulations thereunder and the applicable
rules of the Nasdaq National Market.
