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Letter fromthe Chairman1.0Guiding Principles2.0Speaking Up3.0In the Workplace4.0In the Marketplace5.0On Your Own Time6.0Further Guidance3.1Work Environment3.2IBM’s Informationand Property3.3IBM’s Handlingof Your PersonalInformation3.4MakingCommitments andObtaining Approvals3.1Work EnvironmentIntegrity TipIf you believe you have beensubjected to prohibited workplaceconduct, immediately report thematter through any of the designatedIBM Communications Channels,including IBM’s Concerns andAppeals programs. Your report of suchconduct will be reviewed promptly.IBM strives to maintain a healthy, safe and productive workenvironment which is free from discrimination and harassment,whether based on race, color, religion, gender, gender identityor expression, sexual orientation, national origin, genetics,disability, age, or any other factors that are unrelated to IBM’slegitimate business interests. IBM will not tolerate sexualadvances, actions or comments, racial or religious slurs or jokes,or any other comments or conduct that, in the judgment ofIBM management, creates, encourages or permits an offensiveor intimidating work environment.Other prohibited conduct, because of its adverse impact on thework environment, includes: Threats or violent behaviorPossession of weapons of any typeUse of recording devices, including cell phone camerasand web cameras, except as authorized by management andIBM CounselA manager having a romantic relationship with a subordinateUse, distribution, sale or possession of illegal drugs or any othercontrolled substance, except for approved medical purposesBeing under the influence of illegal drugs, controlledsubstances used for non-medical purposes, or alcoholicbeverages in the workplace—— Consumption of alcoholic beverages on IBM premisesis only permitted, with prior management approval, forcompany-sponsored eventsFurthermore, if IBM management finds that your conduct onor off the job adversely affects your performance, that of otheremployees, or IBM’s legitimate business interests, you will besubject to disciplinary action, including dismissal.IBM Business Conduct Guidelines3.5Reporting, Recordingand RetainingInformation3.2IBM’s Informationand PropertyIBM has extensive assets of great value. These assets includevaluable proprietary information, such as IBM’s intellectualproperty and confidential information, as well as physicalproperty and systems. Protecting all of our assets is critical.Their loss, theft, misuse or unauthorized disclosure canjeopardize IBM’s future.You are personally responsible for protecting IBM’s assets ingeneral, as well as those entrusted to you. This includes thoseassets that you have been authorized to provide to other IBMemployees, contract personnel, clients or others. To do this, youshould know and understand IBM’s security controls, processesand practices. You should be alert to situations that could leadto the loss, misuse, theft, or unauthorized disclosure of ourassets. Furthermore, you should report those situations to IBMSecurity or your manager as soon as they come to your attention.Proprietary andConfidential InformationAs an IBM employee, you will have access to information thatIBM considers proprietary. Most IBM proprietary information isconfidential, and often subject to copyright, patent or otherintellectual property or legal rights. It is also the result of thehard work and innovation of many IBMers and investments madeby IBM. IBM’s competitive advantage from this informationwould be lost if such information was improperly disclosed, evenif the disclosure is inadvertent. To help maintain the value ofthis important information, it is critical that you follow all IBMsafeguards for protecting that information and that you onlydisclose or distribute that information as authorized by IBM.10

Letter fromthe Chairman1.0Guiding Principles2.0Speaking Up3.0In the Workplace4.0In the Marketplace5.0On Your Own Time6.0Further Guidance3.1Work Environment3.2IBM’s Informationand Property3.3IBM’s Handlingof Your PersonalInformation3.4MakingCommitments andObtaining ApprovalsIBM proprietary information is any information that IBMowns, including for example: Information about current and future products,services or researchBusiness plans or projectionsEarnings and other financial dataPersonnel information including executive andorganizational changesSoftware in object or source code formInadvertent DisclosureYou should be careful to avoid inadvertent disclosure. Neverdiscuss proprietary information that IBM considers confidentialor which IBM has not made public with, or in earshot of, anyunauthorized person. Activities where inadvertent disclosurecould occur include a conversation (in person or by telephone)in any public area, in a blog or within a social network. Also,you should not discuss such information with family membersor friends. They might innocently or otherwise pass theinformation on to someone else.3.5Reporting, Recordingand RetainingInformationIntellectual PropertyIBM Intellectual PropertyAs an IBM employee you will have access to and may developIBM intellectual property. When you joined IBM, yousigned an employee agreement in which you assumed specificobligations relating to intellectual property. For example, youassign to IBM all of your rights in certain intellectual propertyyou develop. That intellectual property includes such thingsas ideas, inventions, software, templates, publications and othermaterials relating to IBM’s current or anticipated offerings,business, research or development. Subject to the laws of eachcountry, this applies no matter where or when—at work orafter hours—you create such intellectual property. You mustdisclose that intellectual property to IBM and protect it likeany other IBM proprietary information. Information on howto report and protect intellectual property can be found at theIntellectual Property & Licensing site. In addition, you shouldalso seek advice and direction from your IBM IntellectualProperty Counsel before you file for a patent other than throughIBM, and provide IBM with copies of any patents you haveapplied for or obtained.External Inquiries and ContactsIBM’s business activities are monitored by journalists, consultants,securities analysts and others. You should not contact theseindividuals or groups or respond to their inquiries, whetheronline (including social media), telephonically, or otherwise,without authorization as follows: IBM Business Conduct GuidelinesJournalists—IBM CommunicationsConsultants or IT Analysts—IBM Analyst RelationsSecurities or Financial Analysts—IBM Investor RelationsAttorneys or law enforcement officials—IBM CounselEnvironmental groups—Corporate Environmental AffairsThird Party SoftwareYou should exercise caution in obtaining third party softwarefrom others, including commercial and open source software.Software includes computer programs, databases and relateddocumentation, and can be in any stage of development.Software may be on tangible media (e.g. CDs, portable devicesand publications), or it may be downloadable or accessible foruse online. The license for the software sets out the rights andobligations that must be complied with, such as how and wherethe software may be used, whether it may be modified or11

Letter fromthe Chairman1.0Guiding PrinciplesIntegrity TipDid you know that even if software isfree it may be unacceptable for use onIBM systems or in our offerings? Thatis because the license may not permitsuch use or, possibly, no license wasprovided (which may prevent any useof the software in some countries).There is also the risk that the softwarecontains harmful code, such asviruses or Trojan horses, which canbe costly to IBM.2.0Speaking Up3.0In the Workplace4.0In the Marketplace5.0On Your Own Time6.0Further Guidance3.1Work Environment3.2IBM’s Informationand Property3.3IBM’s Handlingof Your PersonalInformation3.4MakingCommitments andObtaining Approvalsdistributed and, possibly, what rights IBM is obligated to grantto others. The terms and conditions of the license agreementmust be strictly followed. You must follow applicable businessunit and CIO Office procedures before you load softwarefrom any source onto any computer or device provided by IBMor used primarily for IBM business purposes. You must alsofollow those procedures before you distribute, access or receivesoftware from inside or outside of IBM, or otherwise accept alicense agreement.External Standards OrganizationsOpen Source SoftwareUse of IBM Assets and PremisesDo not confuse open source software with software that is inthe public domain. Open source software licenses oftenimpose obligations that could result in a conflict of interestwith IBM and the inappropriate transfer of IBM’s intellectualproperty rights. If you want to be involved with or use opensource software you must first obtain management approvaland comply with IBM’s Open Source Participation Guidelines.TrademarksIBM and many other companies have trademarks—words,names, symbols or designs—that are used to identify anddistinguish the company and its products. It is important thatyou properly use IBM’s and other companies’ trademarks.For guidance on proper usage and acknowledgement of IBM’sand certain third party trademarks, refer to IBM’s Copyrightand Trademark Information. In addition, you should notuse a word, name, symbol or design as a trademark withoutfirst going through the Naming Approval Process.IBM Business Conduct Guidelines3.5Reporting, Recordingand RetainingInformationBefore you participate in any external standards activity, youmust get approval from management, with guidance fromIntellectual Property and Standards. In addition to theobligations that you and IBM may have to the standardsorganization, you also need to understand your responsibilitiesto protect IBM’s intellectual property; to submit to IBM anyintellectual property you create; to avoid conflicts of interest;and to comply with antitrust and other laws.Protection of IBM’s assets, workplace environment and businessinterests, including compliance with legal requirements, arecritical to IBM’s operations and marketplace integrity. All IBMassets—proprietary information, such as IBM’s intellectualproperty and confidential information, as well as physicalproperty and systems—should only be used to conduct IBM’sbusiness or for purposes authorized by IBM management. Thisobligation applies whether or not you developed the informationyourself, and it applies by law in virtually all countries whereIBM does business. IBM’s physical property and systems includeequipment, facilities, information and communication systems,corporate charge cards and supplies. IBM’s property andsystems, including IBM connections to the Internet, should alsoonly be used for appropriate purposes. Incidental personaluse of such property and systems—meaning use that is limitedin duration, does not violate company policies, and does notinterfere with doing your job—may be permitted by management.However, it is never permissible to use IBM’s systems forvisiting Internet sites that feature sexual content or gambling,that advocate intolerance of others, or that are inconsistentwith IBM’s Values and business interests. It is also inappropriateto use them in a manner that interferes with your productivityor the productivity of others.12

Letter fromthe Chairman1.0Guiding Principles2.0Speaking Up3.0In the Workplace4.0In the Marketplace5.0On Your Own Time6.0Further Guidance3.1Work Environment3.2IBM’s Informationand Property3.3IBM’s Handlingof Your PersonalInformation3.4MakingCommitments andObtaining ApprovalsIBM’s Right to Access and UseLeaving IBMYou should understand IBM has the right to inspect your use ofIBM assets, including your communications using IBM’s assets.You should understand that IBM does not consider any such usesof its assets to be private. Therefore, you should not place or keepany personal items, messages or information that you considerprivate anywhere in the IBM workplace, such as, telephone,office, or email systems, electronic files, laptops, smartphonesand other personal communication devices, lockers, desks, oroffices. If you choose to do so, you should understand that IBMmay at any time, monitor, recover through technical or othermeans, and review employee communications including emailsfrom personal email accounts, records, files, and other itemsIBM finds through or in its systems, assets and any other IBMareas or IBM provided facilities, for any purpose. In addition,in order to protect its employees, assets, and business interests,IBM may share outside of IBM anything it finds, such as withits outside legal or other advisors, or with law enforcement.If you leave IBM for any reason, including retirement, youmust return all IBM assets, such as documents and mediawhich contain IBM proprietary information, and you may notdisclose or use that information. Also, IBM’s ownership ofintellectual property which you created as an IBM employeecontinues after you leave IBM. Regrettably, there have beencases in which IBM’s proprietary information or other assetshave been wrongfully taken or misused. IBM has and willcontinue to take every step necessary, including legal measures,to protect its assets.Additionally, in order to protect its employees, assets andbusiness interests, IBM may ask to search an employee’s personalproperty, including briefcases and bags, located on or beingremoved from IBM locations. If you use personal electronicdevices for IBM-related work, then those devices may also beexamined by IBM. You are expected to cooperate with allsuch requests. Employees, however, should not access anotheremployee’s work space, including email and electronic files,without prior approval from management. For additionalinformation on access to company property and employeepersonal property, refer to Access to Property & Information.IBM Business Conduct Guidelines3.5Reporting, Recordingand RetainingInformation3.3IBM’s Handling of YourPersonal InformationTo the extent permitted by law, IBM and IBM authorizedcompanies and individuals collect and maintain personalinformation which relates to your employment, such ascom pen sation, medical and benefit information. As a globallyintegrated enterprise, IBM’s business processes, managementstructures and technical systems cross country borders.Therefore, you acknowledge that, to run its business, IBM andits authorized companies may transfer personal informationabout you as an IBM employee to any of the countries wherewe do business. While not all countries have data protectionlaws, IBM has worldwide policies that are intended to protectinformation wherever it is stored or processed.13

Letter fromthe Chairman1.0Guiding Principles2.0Speaking Up3.0In the Workplace4.0In the Marketplace5.0On Your Own Time6.0Further Guidance3.1Work Environment3.2IBM’s Informationand Property3.3IBM’s Handlingof Your PersonalInformation3.4MakingCommitments andObtaining ApprovalsFor example: IBM handles your personal information in accordance withits corporate policies and practices, including CorporatePolicy 130, Corporate Instruction HR 113 and theIBM Guidelines for the Protection of Employee InformationAccess to your personal information is restricted to peoplewith a need to knowPersonal information is normally released to outside partiesonly with employee approval, except that IBM and authorizedcompanies and individuals may also release personalinformation to verify employment, to satisfy the legitimaterequirements of a company or other entity which isconsidering acquiring some of IBM’s business operations,or for appropriate investigatory, business or legal reasonsLikewise, in your work you may have access to personalinformation of others. You must ensure that you use and disclosethat information only as permitted by IBM policies or practices.3.4Making Commitmentsand Obtaining ApprovalsIBM’s approval processes are designed to help IBM protect itsassets and maintain appropriate controls to run its businesseffectively, whether you are dealing with clients, IBM BusinessPartners, suppliers, or other third parties. Within theseprocesses, authority for pricing, contract terms and conditionsand other actions may have been delegated to certain functionsand to line management. Making business commitments outsideof IBM’s processes, delegation limits or without appropriateapprovals, through side deals or otherwise, is not acceptable.IBM Business Conduct Guidelines3.5Reporting, Recordingand RetainingInformationModifications of pricing, contract or service terms, must beapproved by the appropriate level of management or authorizedfunction. Do not make any oral or written commitmentsthat create a new agreement or that modify an existing IBMagreement with a third party without approval, consistentwith delegation levels. All commitments must be reported toIBM Accounting to help ensure the accuracy of IBM’s booksand records.3.5Reporting, Recordingand Retaining InformationEvery employee records or reports information of some kindand submits it to the company and others with whom weinteract. In doing so, you must ensure that all information isrecorded and reported accurately, completely and honestly.Never make misrepresentations or dishonest statements to anyone.If you believe that someone may have misunderstood you,promptly correct the misunderstanding. Reporting inaccurateor incomplete information, or reporting information in a waythat is intended to mislead or misinform those who receiveit, is strictly prohibited and could lead to serious consequences.The following are some examples of dishonest reporting: Submitting an expense account for reimbursement ofbusiness expenses not actually incurred, or misrepresentingthe nature of expenses claimedFailing to properly record time worked on a billable clientproject, whether or not such time is charged to the client14

Letter fromthe Chairman1.0Guiding Principles2.0Speaking Up Integrity TipUnder various laws, such as tax andsecurities laws, IBM is required tomaintain accurate books. Violations oflaws associated with accounting andfinancial reporting can result in fines,penalties and imprisonment, as wellas a loss of public faith in a company.If you become aware of any actionrelated to accounting or financialreporting that you believe may beimproper, you should immediately tellIBM, by informing IBM Accounting,Internal Audit, your management,IBM Counsel, or by using any of IBM’sother Communications Channels. 3.0In the Workplace4.0In the Marketplace5.0On Your Own Time6.0Further Guidance3.1Work Environment3.2IBM’s Informationand Property3.3IBM’s Handlingof Your PersonalInformation3.4MakingCommitments andObtaining ApprovalsFor those eligible for overtime, failing to record all hoursworked including all overtime hours, which must bemanagement approved in line with IBM guidelinesProviding inaccurate or incomplete information to IBMmanagement, IBM Internal Audit or IBM Counselduring an internal investigation, audit or other review,or to organiza tions and people outside the company, such asexternal auditorsMaking false or misleading statements in external financialreports, environmental reports, import/export documentation,or other documents submitted to or maintained forgovernment agenciesIn order for IBM to conduct investigations and reviews, itneeds the help and cooperation of IBM employees. You arerequired to fully cooperate with all authorized internalinvestigations and reviews, and to promptly, completel

your concerns online, by email, regular mail, fax or phone. 2.2 . Non-Retaliation Policy . IBM will promptly review your report of unlawful or . unethical conduct, and will not tolerate threats or acts of retaliation against you for making that report. 2.2 Non-Retaliation Policy 2.1 Raising Concerns and Reporting Violations