Code of Conduct
(As amended April 11, 2013)
Facebook employees and others performing work for Facebook or on its behalf, collectively referred to in this code as “Facebook Personnel,” are expected to act lawfully, honestly, ethically, and in the best interests of the company. This code provides some guidelines for business conduct required of Facebook Personnel. Persons who are unsure whether their conduct or the conduct of other Facebook Personnel complies with this code should contact their manager, another manager, Human Resources, or the Legal Department. This code applies to all Facebook Personnel, including members of the board of directors (in connection with their work for Facebook), officers, and employees of Facebook, Inc. and its corporate affiliates, as well as contractors, consultants, and others working on Facebook’s behalf. This code is subject to change and may be amended, supplemented or superseded by one or more separate policies.
If any part of this code conflicts with local laws or regulations, only the sections of this code permitted by applicable laws and regulations will apply. Any policies that are specifically applicable to your jurisdiction will take precedence to the extent they conflict with this code.
Facebook Personnel are expected to use their judgment to act, at all times and in all ways, in the best interests of Facebook. As such, Facebook personnel should attempt to avoid actual or apparent conflicts of interest. A conflict of interest exists when your personal interests interfere with the best interests of Facebook. For example, a conflict of interest may occur when you or a family member receive a personal benefit as a result your position with Facebook. A conflict of interest may also arise from your personal relationship with a customer, supplier, competitor, business partner, or other Facebook Personnel, if that relationship impairs your objective business judgment. Other specific areas of potential conflict of interest such as external business relationships, serving on boards, personal investments, gifts, entertainment, corporate opportunities, and certain personal relationships with other Facebook Personnel are discussed in more detail below.
The best rule for any situation that appears to present a conflict of interest is to "abstain and disclose." If it is not possible to avoid participating in the event or activity creating the conflict, be open and honest about the possibility of a conflict and avoid participating in decisions that might raise the appearance of a conflict. If you believe a conflict of interest may exist, you should promptly notify the Conflicts Committee by sending an email to email@example.com. The Conflicts Committee will consider the facts and circumstances of the situation to decide whether corrective or mitigating action is appropriate. When contacting the Conflicts Committee, please complete and provide the form available on the wiki to assist the committee in its assessment of your request. You can download the form at: https://our.intern.facebook.com/intern/wiki/images/e/ed/Legal--Conflicts_of_Interest_%26_Business_and_Ethics_Policy--Conflicts_Disclosure_Form.docx
Some specific potential conflicts of interest to be mindful of are as follows:
Outside Business and Consulting Engagements
Facebook Personnel must obtain approval from the Conflicts Committee (firstname.lastname@example.org) prior to (1) beginning any employment, business, or consulting relationship with another company that is a current or potential competitor of Facebook or that otherwise has a business relationship with Facebook or (2) accepting any teaching engagements with an educational institution, establishment, or other organization. In addition, you should avoid conducting Facebook business with members of your family or others with whom you have a significant personal relationship without the prior approval of the Conflicts Committee.
Serving on Boards and Investing in Other Companies
We encourage Facebook Personnel to be active in industry and civic associations. However, Facebook Personnel who serve on boards of directors or advisory boards of any entity or organization are required, prior to acceptance, to obtain approval from the Conflicts Committee.
Any passive investment of not more than two percent (2%) of the total outstanding shares of a publicly traded company is permitted without Facebook approval, provided that the investment is not so large financially (either in absolute dollars or percentage of you total investment portfolio) that it creates the appearance of a conflict of interest. However, any investment in more than two percent (2%) of a public company or any investment in a private company that is a current or potential competitor of Facebook or that has a business relationship with Facebook requires prior approval from the Conflicts Committee. Facebook reserves the right to review and revisit any prior investment approvals in order to avoid an actual or apparent conflict of interest. Facebook may periodically conduct an inquiry of Facebook Personnel in order to determine the status and circumstances of Board memberships or investments, and Facebook Personnel are responsible for continually monitoring and reporting any change in circumstances that might give rise to an actual or apparent conflict of interest.
Gifts and Entertainment
Accepting gifts and entertainment from a current or future business partner can potentially create a conflict of interest, especially if the value of the item is significant. Acceptance of gifts (such as an item of clothing) is fine if the market value of the item is less than US$200. Additionally, certain business entertainment (such as an invitation to attend a local cultural or sporting event, or a celebratory meal with a business partner) can be appropriate, provided that the entertainment is reasonable and customary and in the furtherance of a business relationship, the cost of the entertainment is not excessive, and acceptance won't inappropriately bias future decision-making about working with the partner or create an appearance of impropriety. You should not accept cash if offered by a partner, and you should not actively solicit gifts or entertainment from a current or potential business partner. Before accepting any gift or entertainment, please read the Gifts & Entertainment Guidelines and be aware that you may need to obtain approval from your manager. For more information, please refer to the Gifts & Entertainment guidelines on the wiki at: https://our.intern.facebook.com/intern/wiki/index.php/Gifts_and_Entertainment_Policy - Gifts_.26_Entertainment_Guidelines
Facebook Personnel may not exploit or take advantage of business opportunities that are discovered through the use of Facebook's property, information, or position for personal gain unless the opportunity is disclosed fully in writing to the company and Facebook declines to pursue such opportunity.
Potentially Conflicting Personal Relationships
Facebook does not prohibit dating among Facebook personnel, nor does it prohibit relatives from working together within, for or on behalf of the company. However, if a potentially conflicting relationship, romantic or otherwise, involves two employees in a direct reporting relationship, in the same chain of command, or otherwise creates an actual or apparent conflict of interest, the employees must disclose the relationship to Human Resources. While both employees have a responsibility to disclose any such potential conflict, if you are a manager, your failure to properly disclose may result in more serious discipline. Upon learning of any potential conflict, Facebook may reassign at least one (1) of the individuals to a different position or role within the company. In any event, where your significant other, relative, or any other potentially conflicted person is within your chain of command, you must recuse yourself from any decision-making concerning the person's compensation, promotion, discipline or termination and must refrain from participating in his/her performance review.
In addition, Facebook's Board of Directors may from time to time adopt separate policies with respect to directors' conflicts of interest in order to address the particular circumstances arising from their role as members of the board. Any such policy will supersede the conflicts of interest guidelines above to the extent applicable.
You should take care to ensure that all business records and communications (including email, texts, Facebook Messages, and instant messages) are clear and accurate. Please remember that your business communications may be shared or become public through litigation, government investigation, or publication in the media. Potential risks from inaccurate or misleading statements include claims of false advertising, misrepresentation, breach of contract, securities fraud, unfair disclosure, and antitrust violations.
You must consult with the Communications Department and your department director before making formal statements or providing information about Facebook, our products, or our business and fellow Facebook Personnel to journalists, bloggers and industry analysts through any public forum (such as a tradeshow or conference or your Facebook profile). Please refer to our Global Speaker Center on the wiki at : https://our.intern.facebook.com/intern/wiki/index.php/Global_Speaker_Center?rd=Speaker_Center#_=_
You may not give an endorsement or other statement on behalf of Facebook or personal endorsement that identifies your affiliation with Facebook, except when approved by the Communications Department or Legal Department. In addition, you may not discuss Facebook's business, including financial condition, business or financial performance, products, or business prospects with financial analysts or actual or potential investors without the prior approval of the Investor Relations Department. All requests for a representative of Facebook to participate in a financial conference (including speaking on a panel, or attending a dinner or any event that targets the financial community) must be referred to Investor Relations for review and managing. If any such analysts or investors contact you please refer such inquiries to email@example.com or contact our Investor Relations team.
Facebook is committed to the transparency and integrity of our publicly-filed financial reports and other communications. Our principal executive officer, principal financial officer, principal accounting officer and people who perform similar functions are deemed our "senior financial officers" and are responsible for ensuring that the disclosure in Facebook’s periodic reports is full, fair, accurate, timely, and understandable.
Facebook Personnel are expected to act responsibly and exercise sound judgment with respect to matters involving company finances. If, in the course of your duties, you spend money, enter into contracts, or maintain financial records on behalf of Facebook, with respect to such duties you must keep accurate and complete records, submit accurate and complete reports as required, and comply with Facebook’s system of internal controls.
Facebook’s confidential business information is a valuable asset that everyone must protect. Facebook Personnel are required to use confidential information of Facebook for business purposes only and must always keep such information in strict confidence. This responsibility extends to confidential information of third parties that we have received under non-disclosure agreements. Confidential information includes, without limitation, proprietary data, trade secrets and know-how such as software and product designs, product plans, inventions, laboratory notebooks, processes, designs, drawings, engineering, customer lists, employee data (including compensation), financial information, budgets, pricing, business plans, or other business information.
Your obligations to maintain the confidentiality of this information means that you may not share any such information outside of Facebook unless Facebook has appropriate non-disclosure agreements in place. For help in establishing such an agreement, if you have questions about provisions of a non-disclosure agreement already in place, or if you have questions about whether certain information can be disclosed. please contact the Legal Department. Facebook personnel should also refrain from sharing confidential information internally beyond those persons who legitimately need to know it for purposes of their job. We have an open and transparent culture, and this is not intended to stifle the ongoing conversation and sharing that has facilitated so much of our success. Rather, you should use your judgment to share what is appropriate inside the company in furtherance of your and their jobs. Please always keep in mind that improper use or disclosure of confidential business information could seriously damage Facebook’s reputation with users, business partners and the community, expose us to liability, and cause harm to our business.
Note that this code is not intended to restrict an employee’s legal right to discuss the terms and conditions of his/her employment.
Facebook Personnel may be provided access to certain user data as necessary to perform their work for or on behalf of Facebook. It is of the utmost importance that all Facebook Personnel treat user data with extreme sensitivity and caution. Facebook's brand, the trust users put in us, and, quite bluntly, your employment or other relationship with Facebook, all depend on your exercise of good judgment and discretion when using tools that allow you to see user information that would otherwise not be visible to you on the site. For more information, please see the User Data Access Policy on the wiki at: https://our.intern.facebook.com/intern/wiki/index.php/Corporate_Policies/User_Data_Access_Policy
Facebook provides its personnel with a wide range of valuable assets to help you perform your work on behalf of Facebook at the highest level. These assets include computer equipment, mobile devices, communications platforms and equipment, software, office equipment, and facilities. Facebook Personnel are expected to treat these assets with care and use them and with the interests of the business in mind. This means that assets should be well maintained and not subject to unreasonable use. If something you are using is damaged, please see that it gets fixed. In addition, you should use your judgment in using company assets for personal matters. Facebook's assets are property of the company and provided for business use. While we recognize that personal use occurs, it should not be excessive and should not interfere with performance of your business duties. In addition, Facebook Personnel should not have an expectation that information and messages transmitted using Facebook-provided assets will remain private. For more information, please see the Electronic Communications Guidelines on the wiki at https://our.intern.facebook.com/intern/wiki/index.php/Corporate_Policies/Electronic_Communications
Facebook Personnel must follow applicable laws, rules and regulations at all times. Without limitation, you must fully comply with all anti-corruption laws of the countries in which we do business, including the U.S. Foreign Corrupt Practices Act (FCPA), which applies globally. For more information please reference our Anti-Corruption Policy on the wiki at: http://our.intern.facebook.com/intern/wiki/index.php/Business_and_Ethics_Policy/FCPA
In addition, Facebook Personnel must always abide by laws related to competition (often referred to as "antitrust" laws). These types of laws apply in jurisdictions throughout the world and generally prohibit the abuse of market power, including predatory conduct intended to exclude a competitor from a market, as well as arrangements with third parties that inhibit competition between rivals or unreasonably restrain trade.
The application of these and other laws can be very complex. If you have any questions about the applicability or interpretation of any law, rule, or regulation, you should contact the Legal Department.
If you learn about or suspect a violation of this code, another Facebook policy, or any law, you should promptly report it to your manager, another manager, Human Resources, Internal Audit, or the Legal Department. If you are uncomfortable making such a report, you may do so anonymously. For more information on such anonymous submissions, please see Facebook's Whistleblower and Complaint Policy on the wiki at: https://our.intern.facebook.com/intern/wiki/index.php/Whistleblower_and_Complaint_Policy
In cases in which an individual reports a suspected violation of policy or law in good faith and is not engaged in the questionable conduct, Facebook will attempt to keep its discussions and actions confidential to the greatest extent possible and in compliance with applicable laws and regulations governing privacy. Facebook will not retaliate against anyone making a good-faith report of a potential violation. Facebook will investigate any report of a violation. You must cooperate fully with any investigation, but should not investigate independently, as alleged violations may involve complex legal issues, and you may risk compromising the integrity of a formal investigation.
Conduct that violates the law or company policies is grounds for prompt disciplinary or remedial action. In addition, your failure to report a known violation of law or company policy by someone else may result in disciplinary action for employees and/or termination of employment/your relationship with Facebook. Discipline for a violation of Facebook policies or applicable law may range from a warning up to and including summary termination of employment/your relationship with Facebook (in accordance with applicable law). Where laws have been violated, we will cooperate fully with the appropriate authorities.
It is against Facebook policy (and may be unlawful) for any Facebook personnel to retaliate against any person for reporting what he or she believed in good faith to be a violation of this code, expressing an intent to report what he or she believed in good faith to be a violation of this code, assisting other Facebook Personnel to report a violation of this code, or participating in any investigation pursuant to this code.
Any amendment or waiver of any provision this code must be approved by the Governance Committee of Facebook’s Board of Directors or, if appropriate, the Audit Committee, and promptly disclosed as may be required pursuant to applicable laws and regulations. Notwithstanding the foregoing, the Governance Committee may delegate its ability to grant waivers under this code for Facebook employees other than executive officers or senior financial officers. Any waiver or modification of this code for a senior financial officer will be promptly disclosed to stockholders as required by applicable law or the rules of the stock exchange on which Facebook’s common stock is listed for trading.
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