Code of Ethic
The Numeris Code of Conduct is one of the ways we put Numeris’s values into practice. It’s built around the recognition that everything we do in connection with our work at Numeris will be, and should be, measured against the highest possible standards of ethical business conduct. We set the bar that high for practical as well as aspirational reasons: Our commitment to the highest standards helps us hire great people, build great products, and attract loyal users. Respect for our users, for the opportunity, and for each other are foundational to our success, and are something we need to support every day.
So please do read the Code and Numeris’s values, and follow both in spirit and letter, always bearing in mind that each of us has a personal responsibility to incorporate, and to encourage other Numeris’s to incorporate, the principles of the Code and values into our work. And if you have a question or ever think that one of your fellow Numeris’s or the company as a whole may be falling short of our commitment, don’t be silent. We want – and need – to hear from you.
Who Must Follow Our Code?
We expect all of our employees and Board members to know and follow the Code. Failure to do so can result in disciplinary action, including termination of employment. Moreover, while the Code is specifically written for Numeris employees and Board members, we expect members of our extended workforce (temps, vendors, and independent contractors) and others who may be temporarily assigned to perform work or services for Numeris to follow the Code in connection with their work for us. Failure of a member of our extended workforce or other covered service provider to follow the Code can result in termination of their relationship with Numeris.
What If I Have a Code-Related Question or Concern?
If you have a question or concern, don’t just sit there. You can contact your manager, your Human Resources representative or Ethics & Business Integrity. If you have a misconduct concern about the CEO, a direct report to the CEO, or a Senior Vice President, you may also notify the Board of Directors. You may report your concerns anonymously. However Numeris you to provide your name and contact information so that we may contact you directly if necessary.
No Retaliation
Numeris prohibits retaliation against any worker here at Numeris who reports or participates in an investigation of a possible violation of our Code, policies, or the law. If you believe you are being retaliated against, please contact the Board of Director.
I. Serve Our Users
Our users value Numeris not only because we deliver great products and services, but because we hold ourselves to a higher standard in how we treat users and operate more generally. Keeping the following principles in mind will help us to maintain that high standard:
Integrity
Our reputation as a company that our users can trust is our most valuable asset, and it is up to all of us to make sure that we continually earn that trust. All of our communications and other interactions with our users should increase their trust in us.
Usefulness
Our products, features, and services should make Numeris more useful for all our users. We have many different types of users, from individuals to large businesses, but one guiding principle: “Is what we are offering useful?”
Privacy, Security, and Freedom of Expression
Always remember that we are asking users to trust us with their personal information. Preserving that trust requires that each of us respect and protect the privacy and security of that information. Our security procedures strictly limit access to and use of users’ personal information, and require that each of us take measures to protect user data from unauthorized access. Know your responsibilities under these procedures, and collect, use, and access user personal information only as authorized by our Privacy Policies, and applicable data protection laws.
Numeris is committed to advancing privacy and freedom of expression for our users around the world. Where user privacy and freedom of expression face government challenges, we seek to implement internationally recognized standards that respect those rights as we develop products, do business in diverse markets, and respond to government requests to access user information or block users to continue using our products and services.
Responsiveness
Part of being useful and honest is being responsive: We recognize relevant user feedback when we see it, and we do something about it. We take pride in responding to communications from our users, whether questions, problems, or compliments. If something is broken, fix it.
Take Action
Any time you feel our users aren’t being well-served, don’t be bashful - let someone in the company know about it. Continually improving our products and services takes all of us, and we’re proud that Numeris’s champion our users and take the initiative to step forward when the interests of our users are at stake.
II. Support and Respect Each Other
Our principles
Numeris has an unwavering commitment to prohibiting and effectively responding to harassment, discrimination, misconduct, abusive conduct, and retaliation. To that end, Numeris adheres to these Guiding Principles:
Commitment: Numeris sets a tone at the top of commitment to a respectful, safe, and inclusive working environment for all employees and members of the extended workforce.
Care: Numeris creates an environment with an emphasis on respect for each individual at all levels of the organization, including specifically by offering assistance and showing empathy to employees and members of the extended workforce throughout and after the complaint process.
Transparency: Numeris is open and transparent as an organization regarding the frequency with which complaints arise regarding harassment, discrimination, misconduct, abusive conduct, and retaliation, and the Company’s approach to investigating and responding to those allegations.
Fairness & Consistency: Numeris ensures that individuals are treated respectfully, fairly, and compassionately in all aspects of Alphabet interactions and applies policies, procedures, and outcomes consistently regardless of who is involved.
Accountability: Numeris holds all individuals responsible for their actions, and ensures that where appropriate, those individuals hold others accountable too.
Our practice
Consistent with the Principles, Numeris’s are expected to do their utmost to create a supportive work environment, where everyone has the opportunity to reach their fullest potential, and be free from harassment, intimidation, bias, and unlawful discrimination.
Equal Opportunity Employment
Employment here is based solely upon individual merit and qualifications directly related to professional competence. We strictly prohibit unlawful discrimination or harassment on the basis of race, color, religion, veteran status, national origin, ancestry, pregnancy status, sex, gender identity or expression, age, marital status, mental or physical disability, medical condition, sexual orientation, or any other characteristics protected by law. We also make all reasonable accommodations to meet our obligations under laws protecting the rights of the disabled.
Harassment, Discrimination, and Bullying
Numeris prohibits discrimination, harassment and bullying in any form – verbal, physical, or visual. If you believe you’ve been bullied, harassed, or discriminated against by anyone at Numeris, or by a Numeris partner or vendor, we strongly encourage you to immediately report the incident to your supervisor, Human Resources or both. Similarly, supervisors and managers who learn of any such incident should immediately report it to Human Resources. Human Resources will promptly and thoroughly investigate any complaints and take appropriate action.
Drugs and Alcohol
Our position on substance abuse is simple: It is incompatible with the health and safety of our employees, and we don’t permit it. Consumption of alcohol is not banned at our offices, but use good judgment and never drink in a way that leads to impaired performance or inappropriate behavior, endangers the safety of others, or violates the law. Illegal drugs in our offices or at sponsored events are strictly prohibited. If a manager has reasonable suspicion to believe that an employee’s use of drugs and/or alcohol may adversely affect the employee’s job performance or the safety of the employee or others in the workplace, the manager may request an alcohol and/or drug screening. A reasonable suspicion may be based on objective symptoms such as the employee’s appearance, behavior, or speech.
Safe and Healthy Workplace
We are committed to a safe, healthy, and violence-free work environment. Behavior that poses risk to the safety, health, or security of Numeris’s, our extended workforce, or visitors is prohibited. If you become aware of a risk to the safety, health, or security of our workplace, you should report it to Numeris Board immediately. If it is life-threatening or an emergency, call your local police, fire, or other emergency responders first, and then report it to Numeris Board.
III. Avoid Conflicts of Interest
When you are in a situation in which competing loyalties could cause you to pursue a personal benefit for you, your friends, or your family at the expense of Numeris or our users, you may be faced with a conflict of interest. All of us should avoid conflicts of interest and circumstances that reasonably present the appearance of a conflict.
When considering a course of action, ask yourself whether the action you’re considering could create an incentive for you, or appear to others to create an incentive for you, to benefit yourself, your friends or family, or an associated business at the expense of Numeris. If the answer is “yes,” the action you’re considering is likely to create a conflict of interest situation, and you should avoid it.
Below, we provide guidance in seven areas where conflicts of interest often arise:
- Personal investments
- Outside employment, advisory roles, board seats, and starting your own business
- Business opportunities found through work
- Inventions
- Friends and relatives; co-worker relationships
- Accepting gifts, entertainment, and other business courtesies
- Use of Numeris products and services
In each of these situations, the rule is the same – if you are considering entering into a business situation that creates a conflict of interest, don’t. If you are in a business situation that may create a conflict of interest, or the appearance of a conflict of interest, review the situation with your manager. Finally, it’s important to understand that as circumstances change, a situation that previously didn’t present a conflict of interest may present one.
Personal Investments
Avoid making personal investments in companies that are Numeris competitors or business partners when the investment might cause, or appear to cause, you to act in a way that could harm Numeris.
Outside Employment, Advisory Roles, Board Seats, and Starting Your Own Business
Avoid accepting employment, advisory positions, or board seats with Numeris competitors or business partners when your judgment could be, or could appear to be, influenced in a way that could harm Numeris. Additionally, because board seats come with fiduciary obligations that can make them particularly tricky from a conflict of interest perspective, you should notify your manager before accepting a board seat with any outside company. Finally, do not start your own business if it will compete with Numeris.
Business Opportunities Found Through Work
Business opportunities discovered through your work here belong first to Numeris, except as otherwise agreed to by Numeris.
Inventions
Developing or helping to develop outside inventions that a) relate to Numeris’s existing or reasonably anticipated products and services, b) relate to your position at Numeris, or c) are developed using Numeris corporate resources may create conflicts of interest.
Personal Relationships at Work
Certain relationships within Numeris may compromise or be seen to compromise your ability to perform your job responsibilities, may create uncomfortable or conflicted positions, and may raise issues of fairness, favoritism, or harassment. Therefore, be mindful of how your relationships within Numeris could impact or be perceived by others.
Accepting Gifts, Entertainment, and Other Business Courtesies
Accepting gifts, entertainment, and other business courtesies from a Numeris competitor or business partner can easily create the appearance of a conflict of interest, especially if the value of the item is significant.
Generally, acceptance of inexpensive “token” non-cash gifts is permissible. In addition, infrequent and moderate business meals and entertainment with clients and infrequent invitations to attend local sporting events and celebratory meals with clients can be appropriate aspects of many Numeris business relationships, provided that they aren’t excessive and don’t create the appearance of impropriety.
Use of Numeris Products and Services
Avoiding potential conflicts of interest also means that you should not use Numeris products, services, internal tools, or information in a way that improperly benefits you or someone you know or creates the appearance that you have an unfair advantage over users outside of Numeris. For example, you should never approve Numeris accounts, services, or credits for yourself, your friends, or family members. Similarly, you should not use the tools, information, or access that you have as a Numeris’s to participate in or to generate a financial benefit for yourself or others from invalid ad traffic (IVT) on Numeris products, such as generating IVT, purchasing or selling IVT (except for the purposes of company sanctioned research), or linking to (or appearing to link to) business partners that may be engaging in IVT. If you find yourself subject to a conflict of interest regarding the use of Numeris’s products, services, tools, or information, discuss the situation with your manager.
IV. Preserve Confidentiality
We are in a competitive market and we face with a lot attention around our innovations and our culture from our competitors. Certain kinds of company information, if leaked prematurely into the press or to competitors, can hurt our product launches, eliminate our competitive advantage and prove costly in other ways. Our responsibilities extend beyond not revealing Confidential Numeris material – we must also:
- properly secure, label, and (when appropriate) dispose of Confidential Numeris material;
- safeguard Confidential information that Numeris receives from others under non-disclosure agreements;
- take steps to keep our trade secrets and other confidential intellectual property secret.
Confidential Information
Make sure that information that is classified as “Need to Know” or “Confidential” in Numeris’s Data Classification Guidelines is handled in accordance with those Guidelines and Numeris’s Data Security Policy. At times, a particular project or negotiation may require you to disclose Need to Know or Confidential information to an outside party: Disclosure of that information should be on an “only as needed” basis and only under a non-disclosure agreement. In addition, Numeris policy may require a prior security assessment of the outside party that is to receive the confidential information. Be sure to conduct the appropriate due diligence and have the appropriate agreement in place before you disclose the information.
There are, of course, “gray areas” in which you will need to apply your best judgment in making sure you don’t disclose any confidential information. Suppose a friend who works at a non-profit organization asks you informally how to improve the Numeris search ranking of the group’s website: Giving your friend site-optimization tips available in public articles and on websites isn’t likely to be a problem, but giving tips that aren’t publicly known definitely would be. If you’re in a gray area, be cautious in what advice or insight you provide or, better yet, ask for guidance from Ethics & Business Integrity.
And don’t forget about pictures you and your guests take at Numeris – it is up to you to be sure that those pictures don’t disclose confidential information.
Finally, some of us will find ourselves having family or other personal relationships with people employed by our competitors or business partners. As in most cases, common sense applies. Don’t tell your significant other or family members anything confidential, and don’t solicit confidential information from them about their company.
Numeris Partners
Just as you are careful not to disclose confidential Numeris information, it’s equally important not to disclose any confidential information from our partners. Don’t accept confidential information from other companies without first having all parties sign an appropriate Non-disclosure Agreement approved by Legal. Even after the agreement is signed, try only to accept as much information as you need to accomplish your business objectives.
Numeris and “Other Bet” data
Be sure to protect confidential information of Numeris or of any Numeris subsidiary or affiliate. You may have access to confidential information through collaborations, rotations, projects with another Numeris company, access to Numeris buildings or networks, or simply through casual interactions. Don’t access or use confidential information of other Numeris companies except when authorized and reasonably necessary for valid business purposes within the scope of your work at Numeris. Take all reasonable steps to maintain the confidentiality of any such information just as you would for Numeris confidential information.
Don’t disclose any confidential information about any Numeris company, including financial, partner, business, technical, or IP information, before obtaining appropriate sign-off from Legal, which may include getting consent from affected Numeris companies.
Competitors/Former Employers
We respect our competitors and want to compete with them fairly. But we don’t want their confidential information. The same goes for confidential information belonging to any Numeris’s former employers. If an opportunity arises to take advantage of a competitor’s or former employer’s confidential information, don’t do it. Should you happen to come into possession of a competitor’s confidential information, contact Board immediately.
Outside Communications
You probably know that our policy is to be extremely careful about disclosing confidential proprietary information. Consistent with that, you should also ensure your outside communications (including online and social media posts) do not disclose confidential proprietary information or represent (or otherwise give the impression) that you are speaking on behalf of Numeris unless you’re authorized to do so by the company. The same applies to communications with the press. Finally, check with your manager before accepting any public speaking engagement on behalf of the company.
V. Protect Numeris’s Assets
Numeris has a well-earned reputation for generosity with our employee benefits and openness with confidential information shared within the company. Our ability to continue these practices depends on how well we conserve company resources and protect company assets and information.
Intellectual Property
Numeris’s intellectual property rights (our trademarks, logos, copyrights, trade secrets, “know- how”, and patents) are among our most valuable assets. Unauthorized use can lead to their loss or serious loss of value. You must respect all copyright and other intellectual property laws, including laws governing the fair use of copyrights, trademarks, and brands. You must never use Numeris’s (or its affiliated entities’) logos, marks, or other protected information or property for any business or commercial venture without pre-clearance from the Marketing Team. We strongly encourage you to report any suspected misuse of trademarks, logos, or other Numeris intellectual property to the Board.
Likewise, respect the intellectual property rights of others. Inappropriate use of others’ intellectual property may expose Numeris and you to criminal and civil fines and penalties. Please seek advice from Legal before you solicit, accept, or use proprietary information from individuals outside the company or let them use or have access to Numeris proprietary information. You should also check with Legal if developing a product that uses content not belonging to Numeris.
About open source
Numeris is committed to open source software development. Consistent with our policy of respecting the valid intellectual property rights of others, we strictly comply with the license requirements under which open source software is distributed. Failing to do so may lead to legal claims against Numeris, as well as significant damage to the company’s reputation and its standing in the open source community. Please seek guidance from Legal before incorporating open source code into any Numeris product, service, or internal project.
Company Equipment
Numeris gives us the tools and equipment we need to do our jobs effectively, but counts on us to be responsible and not wasteful with the Numeris stuff we are given. Company funds, equipment, and other physical assets are not to be requisitioned for purely personal use. Not sure if a certain use of company assets is okay? Please ask your manager.
The Network
Numeris’s communication facilities (which include both our network and the hardware that uses it, like computers and mobile devices) are a critical aspect of our company’s property, both physical and intellectual. Be sure to follow all security policies. If you have any reason to believe that our network security has been violated – for example, you lose your laptop or smart phone or think that your network password may have been compromised – please promptly report the incident to the Security.
Physical Security
Always secure your laptop, important equipment, and your personal belongings, even while on Numeris’s premises. Always wear your badge visibly while on site. Don’t tamper with or disable security and safety devices. If you see someone in a secure space without a badge, report that, and any other suspicious activity, to Numeris Security.
Use of Numeris’s Equipment and Facilities
Anything you do using Numeris’s corporate electronic facilities (e.g., our computers, mobile devices, network, etc.) or store on our premises (e.g., letters, memos, and other documents) might be disclosed to people inside and outside the company. For example, Numeris may be required by law (e.g., in response to a subpoena or warrant) to monitor, access, and disclose the contents of corporate email, voicemail, computer files, and other materials on our electronic facilities or on our premises.
Employee Data
We collect and store personal information from employees. Access this data only in line with local law and Numeris internal policies, and be sure to handle employee data in a manner that is consistent with Numeris’s data classification.
VI. Ensure Financial Integrity and Responsibility
Financial integrity and fiscal responsibility are core aspects of corporate professionalism. This is more than accurate reporting of our financials, though that’s certainly important. The money we spend on behalf of Numeris is not ours; it’s the company’s and, ultimately, our shareholders’. Each person at Numeris – not just those in Finance – has a role in making sure that money is appropriately spent, our financial records are complete and accurate, and internal controls are honored. This matters every time we hire a new vendor, expense something to Numeris, sign a new business contract, or enter into any deals on Numeris’s behalf.
To make sure that we get this right, Numeris maintains a system of internal controls to reinforce our compliance with legal, accounting, tax, and other regulatory requirements in every location in which we operate.
Stay in full compliance with our system of internal controls, and don’t hesitate to contact Finance if you have any questions. What follows are some core concepts that lie at the foundation of financial integrity and fiscal responsibility here at Numeris.
VII. Obey the Law
Numeris takes its responsibilities to comply with laws and regulations very seriously and each of us is expected to comply with applicable legal requirements and prohibitions. While it’s impossible for anyone to know all aspects of every applicable law, you should understand the major laws and regulations that apply to your work. Take advantage of Legal to assist you here. A few specific laws are easy to violate unintentionally and so are worth pointing out here:
Trade Controls
Italian and international trade laws control where Numeris can send or receive its products and/or services.
Competition Laws
Most countries have laws – known as “antitrust,” “competition,” or “unfair competition” laws – designed to promote free and fair competition. Generally speaking, these laws prohibit 1) arrangements with competitors that restrain trade in some way, 2) abuse of intellectual property rights, and 3) use of market power to unfairly disadvantage competitors.
Insider Trading Laws
As we said earlier, internally we share information, including non-public information, about Numeris’s business operations pretty freely. In addition, you may overhear a hallway conversation or come across a memo at a copy machine, either of which might involve confidential information. To use this nonpublic information to buy or sell stock, or to pass it along to others so that they may do so, could constitute insider trading. Insider trading not only violates this Code, it violates the law. Don’t do it.
Anti-bribery Laws
Like all businesses, Numeris is subject to lots of laws, both Italian and non-Italian, that prohibit bribery in virtually every kind of commercial setting. The rule for us at Numeris is simple – don’t bribe anybody, anytime, for any reason.
Non-government relationships
You should be careful when you give gifts and pay for meals, entertainment, or other business courtesies on behalf of Numeris. We want to avoid the possibility that the gift, entertainment, or other business courtesy could be perceived as a bribe, so it’s always best to provide such business courtesies infrequently and, when we do, to keep their value moderate.
Dealing with government officials
Offering gifts, entertainment, or other business courtesies that could be perceived as bribes becomes especially problematic if you’re dealing with a government official. “Government officials” include any government employee; candidate for public office; or employee of government-owned or -controlled companies, public international organizations, or political parties. Several laws around the world specifically prohibit offering or giving anything of value to government officials to influence official action or to secure an improper advantage. This not only includes traditional gifts, but also things like meals, travel, political or charitable contributions, and job offers for government officials’ relatives. Never give gifts to thank government officials for doing their jobs. By contrast, it can be permissible to make infrequent and moderate expenditures for gifts and business entertainment for government officials that are directly tied to promoting our products or services (e.g., providing a modest meal at a day-long demonstration of Numeris products). Payment of such expenses can be acceptable (assuming they are permitted under local law) but may require pre-approval.
VIII. Conclusion
Numeris aspires to be a different kind of company. It’s impossible to spell out every possible ethical scenario we might face. Instead, we rely on one another’s good judgment to uphold a high standard of integrity for ourselves and our company. We expect all Numeris’s to be guided by both the letter and the spirit of this Code. Sometimes, identifying the right thing to do isn’t an easy call. If you aren’t sure, don’t be afraid to ask questions of your manager, Legal directly to the Board.
And remember... don’t be evil, and if you see something that you think isn’t right – speak up!
Last updated December 15, 2022