Facebook Personnel are expected to use their judgment to act, at all times and in all ways, in the best interests of Facebook while performing their job duties. 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 of your position with Facebook. Similarly, you may not use your position at Facebook to request personal benefits for yourself or your family members. A conflict of interest may also arise from your personal relationship with a customer, supplier, vendor, competitor, business partner, or other Facebook Personnel, if that relationship impairs or may be perceived to impair 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, (1) promptly disclose the potential conflict to your supervisor and submit a request to the Conflicts Committee using the online tool, and (2) avoid participating in decisions that might raise the appearance of a conflict until you receive appropriate guidance from the Conflicts Committee. The Conflicts Committee will consider the facts and circumstances of the situation to decide whether corrective or mitigating action is appropriate.
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 via the online tool 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 or financial 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 your 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.
Giving or receiving gifts or entertainment to or from a current or future client or business partner can potentially create a conflict of interest, especially if the value of the item is significant. Accepting or providing gifts (such as company-branded swag or simple gift baskets) is generally fine if the market value of the item is less than USD$200, and the gift is reasonable and customary, and does not inappropriately bias future decision-making about working with the client or partner or create an appearance of impropriety. Additionally, accepting or providing 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 or meal is reasonable and customary and in the furtherance of a business relationship; the cost is not excessive; and it won’t inappropriately bias future decision-making about working with the partner or create an appearance of impropriety. Providing ad credits or running ads for others using ad credits may also be a form of gift and is appropriate if given in a manner consistent with our Policy for Coupons and House Ads and our Employee Ad Credit Policy. You should never give or receive cash, cash equivalents (such as gift cards), loans, or any item that obligates you to provide something in return, and you should not actively solicit gifts or entertainment from a current or potential client or business partner.
While you cannot give anything of value to a government official to get or keep business or gain an improper advantage, you may provide modest gifts, meals, and entertainment to government officials where there is a legitimate purpose and the thing of value is not being provided in exchange for any action or inaction by the official. For guidance on these and other interactions with government officials, please review the Facebook Anti-Corruption Policy.
If you plan to expense any gift or entertainment to be provided to a client or business partner, please review the Global Travel & Expense Policy.
Before accepting any gift or entertainment, please read the Guidelines for Receiving Gifts & Entertainment.
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 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 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.
If you have a personal or financial relationship with any service providers to Facebook, such as vendors, suppliers, or contingent workers, for which you have work-related responsibilities (e.g., where you are the Facebook assignment manager, participating in vendor selection, determining the terms of a contract or assignment, etc.) you must disclose that relationship to the Conflicts Committee by submitting a request via the online tool and recuse yourself from any decision-making regarding that service provider.
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.