SAP CODE OF BUSINESS CONDUCT FOR EMPLOYEES - A Framework April 2020 - SAP.com
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SAP
CODE OF BUSINESS CONDUCT
FOR EMPLOYEES
A Framework
April 2020
30 April 2020
CODE OF BUSINESS CONDUCT FOR EMPLOYEES 2
Dear colleagues,
For all of us at SAP, our vision to help the world run better and improve people’s lives is more than just
words. It is our promise to always stand alongside our customers’ business, and it defines our company,
reflects how we work, and allows us to achieve extraordinary things.
Our ability to deliver great business outcomes and experiences and drive positive impact is
underpinned by the trust our customers, partners, and colleagues place in us.
The SAP Code of Business Conduct is one component of building this trust. It is one of the most
significant documents for all of us—a guiding light, designed to help us achieve the highest standards
of ethical business while protecting our colleagues and our company.
Please make sure to familiarize yourself with this document. We have an incredible team of experts
across the globe that supports us in achieving the highest standards of ethics and compliance. So if
you have any questions, Vivianne and her colleagues are ready to assist you.
Together, we will Win the Right Way.
Best regards,
Christian
Contact: ethicalbusiness@sap.com or 1-877-587-8605 (toll-free in North America) or +49 6227 7 40022 (Germany)
30 April 2020
CODE OF BUSINESS CONDUCT FOR EMPLOYEES 3
ABOUT THIS CODE OF CONDUCT monitor both the Code of Business Conduct and
compliance.
Over the years, SAP has gained a global A high level of credibility and integrity can only be
reputation for probity, which has been a maintained if every person involved is aware of
cornerstone of its success in business. One of the the responsibility that accompanies compliance
principal reasons that SAP is held in such high with the SAP Group’s Code of Business Conduct.
regard is that its employees are aware that values
such as honesty, integrity, transparency, The Office of Ethics & Compliance regularly
trustworthiness, and a sense of responsibility reviews the SAP Group’s Code of Business
should underpin all business activities. Conduct and is responsible for making any
Inappropriate conduct on the part of an individual revision or clarification as warranted.
not only harms those immediately affected but
also endangers SAP’s good reputation as a
company.
The SAP Group Code of Business Conduct for
Employees is the result of intensive discussions
held by SAP executive management to define
necessary and fair policy in its dealings with
customers, vendors, and partners, as well as for
internal processes. The Code of Business
Conduct serves to minimize risks and help SAP
employees avoid conflicts of interest, and
implement steps required to do so in their daily
work.
This SAP Group Code of Business Conduct “The mission of my team is to advance
provides a framework that allows room for SAP’s business goals by promoting a
international differences in culture, language, and culture of integrity, and by mitigating a
legal and social systems. All SAP Group
defined set of legal risks. We’re happy
companies are requested to adopt their own
to support our employees with any
Code of Business Conduct in accordance with
the minimum requirements of this SAP Group question related to our Code of
Code of Business Conduct framework. Where business conduct.”
appropriate local adoptions may contain stricter Vivianne Gordon-Pullar,
guidelines, more far-reaching requirements, or SAP Group Chief Compliance Officer
more detailed instructions, according to local
requirements, but must not contradict the SAP
Group Code of Business Conduct for Employees.
The approval of the Office of Ethics & Compliance
(ethicalbusiness@sap.com) is required before
promulgation of any local adoptions.
Irrespective of the form of each Code of Business
Conduct, a minimum requirement exists: Every
employee must be made aware of the Code that
applies to him or her and is under obligation to
comply. SAP’s Corporate Audit department will
Contact: ethicalbusiness@sap.com or 1-877-587-8605 (toll-free in North America) or +49 6227 7 40022 (Germany)
30 April 2020
CODE OF BUSINESS CONDUCT FOR EMPLOYEES 4
CONTENT 8 Prohibition of Insider Dealing and
Unlawful Disclosure of Inside Information
1 Compliance with the Law .......................... 6 ................................................................... 17
2 Loyalty ........................................................ 6 8.1 General ............................................................... 17
8.2 Blackout Periods ................................................. 17
2.1 Conflicts of Interest ...............................................6 8.3 Trading in Financial Instruments of Listed
2.2 Secondary Work....................................................6 Customer, Vendor, Competitor or Partner
2.2.1 General Guidelines .........................................6 Companies or Listed SAP Subsidiaries .............. 18
2.2.2 Secondary Employment for Customers,
Vendors, Competitors, or Partners ............................6 9 Compliance Office Reporting and SAP’s
2.3 Governing Offices with Other Companies .............7
2.4 Financial Interests in Other Companies ................7 Non-Retaliation Policy ............................. 18
2.5 Employment of Persons by SAP with Close
9.1 Non-Retaliation ................................................... 19
Personal Connections to SAP Employees ............7
2.6 Employment of Persons by SAP with Close
Personal Connections to Employees at
10 Sanctions .................................................. 19
Customers, Vendors, Competitors, or Partners.....8
2.7 Memberships.........................................................8
3 Personal Gain; Bribery; Corruption .......... 8
3.1 Personal Gain .......................................................8
3.2 Gifts from Third Parties .........................................9
3.2.1 Meals and Other Entertainment ......................9
3.2.2 Other Gifts from Third Parties ....................... 10
3.3 Gifts to Third Parties ........................................... 10
3.3.1 Meals and Other Entertainment .................... 10
3.3.2 Other Gifts to Third Parties ........................... 11
3.4 Gifts to Political Parties, Politicians, and Political
Organizations ...................................................... 11
3.5 Gifts Between or Among Employees ................... 11
4 Confidentiality .......................................... 11
4.1 General ............................................................... 11
4.2 Internal and External Communications ............... 12
4.3 Exchange of Confidential information with
Customers, Vendors and Partners ...................... 13
4.4 Internet Use......................................................... 13
5 Data Protection and Privacy Rights....... 14
6 Accounting ............................................... 14
7 Customers, Vendors, Competitors, and
Partners.................................................... 14
7.1 Conduct with Customers ..................................... 14
7.1.1 Boycotts ........................................................ 14
7.1.2 Exclusive Contracts....................................... 15
7.1.3 Reciprocity Deals .......................................... 15
7.1.4 Changes in Contracts.................................... 15
7.2 Conduct with Vendors ......................................... 15
7.2.1 General ......................................................... 15
7.2.2 Bids and Estimates ....................................... 15
7.2.3 External Consultants ..................................... 15
7.3 Conduct with Competitors ................................... 16
7.3.1 General ......................................................... 16
7.3.2 Price-Fixing Among Competitors................... 16
7.3.3 Competitive Restrictions ............................... 16
7.3.4 Contact with Competitors .............................. 16
7.3.5 Obtaining Competitor Information ................. 16
7.4 Conduct with Partners ......................................... 17
Contact: ethicalbusiness@sap.com or 1-877-587-8605 (toll-free in North America) or +49 6227 7 40022 (Germany)30 April 2020
CODE OF BUSINESS CONDUCT FOR EMPLOYEES 5
OBJECTIVES AND SCOPE to consult with the Office of Ethics & Compliance
(ethicalbusiness@sap.com). Retaliation for
The Code of Business Conduct for Employees raising questions or issues is prohibited as are
defines standards for conduct in all business, dishonest, bad faith, or otherwise abusive reports
legal, and ethical matters carried out in daily (such as false personal attacks aimed at specific
business, and is meant as a tool and a guide for individuals).
dealings with customers, vendors, and partners;
interaction with competitors; as well as in financial expects all employees to endeavor
areas and for trading in SAP shares. It is part of to achieve the aims of and the goals
SAP’s business policy to carry out all Company agreed for their work while complying with the
activities in accordance with the letter and spirit Code of Business Conduct for Employees. In
of applicable legal requirements and therefore principle, failure to comply with this Code can
keep high standards of business ethics. result in an investigation with, in some cases,
consequences in employment law, and may also
The Code of Business Conduct for Employees lead to civil court action and prosecution.
goes beyond pure legal requirements. SAP can
only maintain its reputation as a serious and Employees will be notified of amendments to the
professional business partner long term by Code of Business Conduct by the corporate
behaving fairly, ethically, and with integrity in all portal and e-mail.
business activities. Therefore,
expects all of its employees to comply with this
Code of Business Conduct at all times.
A Code of Business Conduct cannot and should
not provide detailed procedures for handling all
situations. Therefore, an office of Ethics &
Compliance has been instituted and is available
to each employee and manager of
as a point of contact for matters regarding the
Code that require clarification, as well as problem
or conflict situations. More information on the
Office of Ethics & Compliance is available on the
SAP Corporate Portal via the path ‘Company →
Policies & Guidelines → Code of Business
Conduct’.
In addition to leading by example, all managers
are expected to take the necessary steps to
comply with this Code of Business Conduct and
to pass along any potential problem situations to
the Office of Ethics & Compliance for
assessment.
Employees should address their immediate
superior when questions or problems arise. The
employee’s manager is responsible for ensuring
that conflicts are resolved as quickly as possible.
If an employee is reluctant to approach an
immediate supervisor with a problem situation
regarding the Code, the employee is encouraged
Contact: ethicalbusiness@sap.com or 1-877-587-8605 (toll-free in North America) or +49 6227 7 40022 (Germany)30 April 2020
CODE OF BUSINESS CONDUCT FOR EMPLOYEES 6
1 COMPLIANCE WITH THE LAW required to fulfill their responsibilities to .
In their work, employees must
strictly obey all applicable provisions of the law Prior to accepting an offer of work outside SAP,
and the generally accepted principles of business employees must review the
policy. corporate portal to determine whether a
secondary employment process is available and
report any secondary work via this process or – if
2 LOYALTY no specific process is available – to their manager
and the personnel department.
2.1 Conflicts of Interest There is no need to report honorary posts so long
employees must remain loyal to as they do not interfere with the employee’s work
in their personal conduct. for SAP or affect SAP’s competitive interests.
Specifically, this means employees: Without the agreement of the management of
a) Must avoid situations in which their , employees of must not:
personal or financial interests conflict with a) Develop or Sell their own or third-party
those of SAP or other companies products or perform services where SAP
in the SAP Group. offers similar products or services
b) Must not pursue any interests of their own b) Carry out any activity that assists in the
within the context of doing their jobs that marketing or sale of products or services
conflict with the interests of SAP of a competitor of SAP
or the SAP Group.
c) Must not directly or indirectly exploit any 2.2.2 Secondary Employment for
business opportunity available to or other companies of the SAP Partners
Group for their own personal benefit, or
for the benefit of persons or companies Employees of must not accept any
outside of the SAP Group whom they are secondary employment with SAP customers,
connected to. vendors, partners and competitors if it harms the
competitive interests of .
Any appearance of a possible conflict of
interest is to be avoided and upon discovery is In addition, employees of must not
subject to review. There is no exhaustive list of function, either directly or indirectly, as an
situations that could potentially raise conflicts of independent party in a contract, consultant, or in
interest. To provide better understanding, any other capacity, for a competitor.
however, a few typical situations where conflict of The Office of Ethics & Compliance
interests are either obvious or could have a (ethicalbusiness@sap.com) determines:
negative impact both on SAP or the employee
follow below. 1. Who or what is considered a competitor
2. Whether SAP’s competitive interests are
2.2 Secondary Work at risk
Employees of must have the
2.2.1 General Guidelines express written permission of executive
management of before accepting
Employees of must not accept any secondary work for an SAP customer, vendor, or
secondary work that negatively impacts the time
Contact: ethicalbusiness@sap.com or 1-877-587-8605 (toll-free in North America) or +49 6227 7 40022 (Germany)30 April 2020
CODE OF BUSINESS CONDUCT FOR EMPLOYEES 7
partner because the business interests of are generally affected. remuneration to fulfill the duties required
of the function.
2.3 Governing Offices with Other
Companies 2.4 Financial Interests in Other
Companies
employees must not take a
governing office (for example, as a managing Employees of must not have any
director, executive board member, supervisory financial interest in companies that are
board member, or advisory council member) with customers, vendors, competitors, or partners of
a competitor of SAP because this directly harms SAP, if it could lead to a conflict of loyalty with
SAP’s interests. The Office of Ethics & or create the appearance of such a
Compliance (ethicalbusiness@sap.com) conflict.
determines who or what is classified as a
Conflict of loyalty relating to a financial interest is
competitor.
present where, for example:
employees must obtain
The employee, within the context of his or
prior approval from executive
her employment at SAP, has influence on
management before accepting a
decisions made at SAP regarding a
governing office with a customer,
customer, vendor, competitor or partner
vendor, or partner of SAP; members of executive
that may lead to his or her personal
management of who wish to take a
financial gain, or
governing position with a customer, vendor or
partner must obtain prior approval from the SAP The employee has a financial interest in a
Executive Board. customer, vendor, competitor, or partner
that constitutes more than 20% of his or
The same applies for accepting a similar function
her financial assets.
at a company that promotes the marketing
prospects for products or services of a competitor A stake of more than 20% in a SAP
of SAP. customer, vendor, competitor, or partner
must be reported to the Office of Ethics &
Consent will only be given to an employee’s
Compliance without delay after
acceptance of a governing position with a
acquisition.
customer, vendor, or partner if is
satisfied that:
2.5 Employment of Persons by SAP with
Performing the function will not affect the
Close Personal Connections to SAP
employee’s obligation of loyalty to .
The employee will abstain from voting in A person who has a close personal relationship
decisions that directly or indirectly result, with an SAP employee (such as a relative, life
or could result, in a conflict of interest in partner or other close personal connection), may
terms of the employee’s loyalty to SAP. be employed by an SAP Group company as long
as there is no substantial possibility of a conflict
The employee will relinquish the function of interest or the perception thereof.
in case a fundamental and permanent
conflict of interest arises in the future. In order to avoid a conflict of interest, direct
reporting lines generally are not allowed between
The employee will not personally gain employees with close personal relationships. If
from performing the function at the such a situation arises, one or the other or both,
Contact: ethicalbusiness@sap.com or 1-877-587-8605 (toll-free in North America) or +49 6227 7 40022 (Germany)30 April 2020
CODE OF BUSINESS CONDUCT FOR EMPLOYEES 8
may be required to change jobs within or at SAP. Sharing confidential information
At a minimum, employees with close personal
Effects on objectivity when making
relationships must withdraw from participation in
decisions
business activities or employment decisions that
may reward or disadvantage one or the other Employees of are therefore
(including but not limited to: hiring, evaluations, responsible to ensure that the employment of
promotions, compensation, work assignments persons with whom they have close personal
and disciplinary actions). connections by customers, vendors, competitors,
or partners of SAP does not infringe upon their
Situations that could be perceived as a personal
loyalty to and does not affect any
conflict of interest should be reported to the Office
undue influence on SAP as a whole.
of Ethics & Compliance so that appropriate steps
can be taken to protect both SAP and the Every employee must avoid all
employees involved. involvement in and influence on decisions that
SAP takes concerning work placed with persons
Situations where there is a relation, life
with whom he or she has a close personal
partnership or close personal connection
connection (for example, negotiation or award of
between an SAP employee and a senior leader
contracts, approval of invoices).
which on corporate level would be regarded for
the purpose of this regulation as a T4 manager or
above should be disclosed in order to avoid even 2.7 Memberships
the impression of preferential or disadvantageous Memberships in professional organizations
treatment and bad feelings in a team. generally do not present a conflict of interest.
Relatives, life partners, and other persons with However, SAP employees are required to
close personal connection to SAP employees are request a conflict of interest review prior to joining
allowed to be employed at or other an organization as an SAP representative or SAP
SAP companies so long as there is no danger of employee where SAP will pay for the
a conflict of interest or the perception thereof. membership.
Situations that could be perceived as a personal Memberships with any group that has or appears
conflict of interest should be reported to the Office to have political affiliations in addition to the
of Ethics & Compliance so that appropriate steps conflict of interest review, need to be aligned with
can be taken to protect both SAP and the Government Relations.
employees involved. Local codes may have
stronger related procedures for disclosure. Private memberships where employment at SAP
is not relevant do not require a conflict of interest
review.
2.6 Employment of Persons by SAP with
Close Personal Connections to
Employees at Customers, Vendors, 3 PERSONAL GAIN; BRIBERY;
Competitors, or Partners. CORRUPTION
Relatives, life partners, and other persons with
close personal connections to SAP employees 3.1 Personal Gain
are generally free to work for customers, vendors, SAP has a zero tolerance policy for all forms of
competitors, or partners of SAP. However, it is in bribery and corruption. This means that nothing
the best interest of to ensure these of value may be offered, promised, or given to an
employee relationships do not exert undue individual decision maker for the purpose of
influence. For example, potential adverse effects influencing that individual to make a decision in
include:
Contact: ethicalbusiness@sap.com or 1-877-587-8605 (toll-free in North America) or +49 6227 7 40022 (Germany)30 April 2020
CODE OF BUSINESS CONDUCT FOR EMPLOYEES 9
favor of SAP. Please note that company-to- competitors, and partners only where accepting
company benefits (such as approved discounts the meal or entertainment:
on our software) are not considered bribes – the
Serves to encourage or improve business
conduct that is prohibited is the provision of
relationships and is thus in the interest of
something of value to an individual for personal
SAP, and
benefit. “Things of value” include not only money,
but also entertainment, hospitality, a commission Does not inappropriately influence any
payment, etc. SAP decision, and
Facilitation or “grease” payments are also Does not create a payback obligation, and
prohibited. This term refers to small payments of Is not unlawful or contrary to ethical
a nominal value which are paid to expedite principles, and
routine transactions. However, payments
demanded under circumstances where safety is Is consistent with business customs in the
at risk are to be made, and reported as soon as country concerned.
possible to the Office of Ethics & Compliance In principle, employees must decline
(ethicalbusiness@sap.com) for follow up. any invitation to a meal or entertainment worth
Employee safety is the top priority. more than . If an employee’s relative, life companion, or any
influenced by bribery or corruption to do or to other person with whom the employee has a
refrain from doing anything in their work. close personal connection, is also invited, the
Employees of must not draw any employee must ensure that the relative, life
personal gain or other benefit (except their salary companion, or other person does not attend at
and any additional compensation approved by the expense of the customer, vendor, competitor,
executive management) from any business they or partner extending the invitation.
carry out for and must not make any In exceptional circumstances an employee may
offer to any third party with the intention of accept an invitation exceeding that limit and the
inappropriately influencing a business decision employee’s relative, life companion, or other
by that party. person with whom he or she has a close personal
In the context of their work and in accordance connection may attend at the expense of the
with the principles above, employees may accept customer, vendor, competitor, or partner
services from officials and public sector extending the invitation, provided the conditions
employees only if those services: above are met and:
Are directly and necessarily related to a Material business talks are held during, or
transaction sought by both sides that immediately before or after, the meal or
complies with the rules in this Code, and entertainment, or
Have been agreed in writing with the A written approval has been
authorities in question. obtained in advance from the
Office of Ethics & Compliance
(ethicalbusiness@sap.com) or an officer
3.2 Gifts from Third Parties of the local subsidiary with appropriate
authority to give such an exceptional
3.2.1 Meals and Other Entertainment approval (e.g., CFO, local Compliance
Officer, etc.).
Employees of are permitted to
accept offers of meals and other entertainment
from current or prospective customers, vendors,
Contact: ethicalbusiness@sap.com or 1-877-587-8605 (toll-free in North America) or +49 6227 7 40022 (Germany)30 April 2020
CODE OF BUSINESS CONDUCT FOR EMPLOYEES 10
3.2.2 Other Gifts from Third Parties transactions with customers, vendors,
competitors, and partners of may
employees and their relations, life only be accepted if these are granted to all employees.
have a close personal connection must not
accept any gift in kind, payment, loan, vacation,
or other privilege from current or prospective
3.3 Gifts to Third Parties
customers, vendors, competitors, or partners,
where: 3.3.1 Meals and Other Entertainment
The gift, etc., is worth more than Employees of are permitted to offer
, or meals and other entertainment to current or
Accepting the gift, etc., would prejudice prospective customers, vendors, competitors,
SAP’s business interests, or and partners only where the meal or
entertainment:
Accepting the gift, etc., would create a
payback obligation, or Serves to encourage or improve business
relationships and is thus in the interest of
The gift, etc., is given during negotiation SAP, and
or bidding, directly or indirectly by a party
to that negotiation or bidding, or Does not inappropriately influence any
decision to be made by the customer,
Accepting the gift, etc., would allow an vendor, competitor, or partner, and
impression of unjust advantage to arise,
or Does not create a payback obligation, and
The gift, etc., is unlawful or contrary to Is not unlawful or contrary to ethical
ethical principles, or principles, and
The gift, etc. is associated with earlier Is consistent with business customs in the
gifts. country concerned.
This rule does not apply to promotional gifts of Employees of must not:
low value of a customary kind or to payments that Extend any invitation to a meal or
are not related to working for SAP and that would entertainment with a value of more than
not be different were the payer not a customer, per person
vendor, competitor, or partner of SAP. A payment attending
by a bank relating to a private transaction is one
Extend more than one complimentary
example.
invitation to a hospitality event in the
In some contexts, and in some countries it is same quarter to a single individual at a
customary to exchange gifts of higher value in prospective customer
business relationships. In such cases, employees may accept these gifts.
meal or entertainment to any relative, life
However, the gift must be handed over to the
companion, or other person with whom
Office of Ethics & Compliance of
the employee of a customer, vendor,
without delay to be used internally, for the general
competitor, or partner has a close
benefit of the SAP employees, or as a donation
personal connection.
to a good cause.
In exceptional circumstances an employee may
Discounts and other privileges offered to an
extend an invitation exceeding that limit and
employee as part of private
extend an invitation to such relative, life
Contact: ethicalbusiness@sap.com or 1-877-587-8605 (toll-free in North America) or +49 6227 7 40022 (Germany)30 April 2020
CODE OF BUSINESS CONDUCT FOR EMPLOYEES 11
companion, or other person, provided the The gift, etc., is not unlawful or contrary to
conditions above are met and: ethical principles, and
Approval has been provided The gift, etc. is not associated with earlier
by the Office of Ethics & gifts.
Compliance
(ethicalbusiness@sap.com) 3.4 Gifts to Political Parties, Politicians,
or the Compliance Office of SAP (XXX),
and Political Organizations
or
Material business talks are held during, or does not make any gifts of money or
in kind for party-political purposes. If an employee makes any such gift in a
personal capacity, he or she must not give the
The hospitality otherwise complies with impression that the gift has any connection with
the SAP Global Hospitality Events Policy SAP. Under no circumstances will
(located on the Corporate Portal at reimburse or provide any benefit in kind to
Company >> Policies and Guidelines >> compensate for private gifts or contributions
Global Policies). made by employees. Neither will SAP indirectly
make contributions to political parties or
3.3.2 Other Gifts to Third Parties institutions.
Gifts and benefits to officials and public sector
3.5 Gifts Between or Among Employees
employees are not permitted.
employees may only provide Gifts between or among employees at any level
promotional material, courtesy gift, or other of the organization are generally not
privilege or gift paid for by to a reimbursable. Contact your local Finance
customer, vendor, partner, or other outside party department for more details.
with which SAP is in contact because of its
activities if 4 CONFIDENTIALITY
The gift, etc., is not worth more than
, and 4.1 General
The gift, etc., would not prejudice SAP’s
So far as they are relevant to the business
business interests, and
operations of and are not publicly
The gift, etc., would not create a payback accessible, all internal operational documents,
obligation, and data, files, records and reports acquired or
created in the course of employment are the
No negotiation or bidding process is
property of SAP and are to be treated as
currently under way with the current or
confidential.
prospective customer, vendor,
competitor, or partner, and Especially information relating to pricing, product
and service development as well as trade secrets
The gift, etc. does not inappropriately
must be held in strictest confidence. This is
influence or appear to influence any
because such sensitive information when being
decision to be made by the current or
shared in an unauthorized way could be misused
prospective customer, vendor,
and seriously harm the competitiveness and the
competitor, or partner, and
market position of the company and / or violate
Contact: ethicalbusiness@sap.com or 1-877-587-8605 (toll-free in North America) or +49 6227 7 40022 (Germany)30 April 2020
CODE OF BUSINESS CONDUCT FOR EMPLOYEES 12
contractual obligations or even have effects on community on their own initiative unless explicitly
the stock market. authorized by Global Corporate Affairs or
Investor Relations to do so. Any contact with
Therefore, employees of should be
representatives from the media or analysts must
aware that this information must be safeguarded
be coordinated and authorized through SAP
and must not share confidential company
Global Corporate Affairs, Investor Relations or a
documents and information with third parties, nor
public relations (PR) employee of .
in any way make them available inside or outside
unless the information is shared within the scope employees who are not authorized
of the professional duties and the receiving party to disseminate information must:
is respectively authorized.
Forward queries from representatives of
The SAP Global Nondisclosure the media to press@sap.com, regardless
Agreement/Confidentiality Policy (located on the of how the employee of
Corporate Portal at Company >> Global Policies received the request.
>> Compliance) and the SAP Global Security
Forward queries from the financial
Policy (located on the Corporate Portal at
community to the investor relations team,
Employee Services >> Security and Facility >>
regardless of how the employee of > Security Policy and Standards) must
XXX> received the request. A list of
also be observed.
contact persons in SAP Investor
Relations is available at sap.com under
4.2 Internal and External the Investor Relations section or
Communications investor@sap.com.
The management of the SAP Group and the Not express an opinion in the name of
executive management of always SAP
seek to provide open and frank discussions of the Refrain from providing information about
SAP’s business activities and strategies with the SAP without prior written authorization
employees of .
If asked to make a company-related statement by
The dissemination of business-related any customer, vendor, partner, or job applicant,
information, both internally and externally, that for example, employees of must
concerns the SAP, its business activities, its generally refer to the published, written
strategy, or any other Company affairs, is the information and turn to SAP Global Corporate
responsibility of employees who are explicitly Affairs, Investor Relations or PR employees of
authorized to do so. for assistance.
This is important not only for SAP’s image, but In all other respects, unauthorized employees
also because it can have a negative influence on must refrain from comments about official
SAP’s reputation and in some cases even impact Company information to parties outside SAP.
the share price and overall valuation of the
To the best of their ability, employees of must ensure that when expressing a
even trigger a requirement for us to report to the
personal opinion, they do not leave the
stock exchanges on which we are listed. For this
impression that the opinion in any way reflects
reason, it’s important that the employee
that of SAP. An example of this requirement is
representing the company is an authorized to do
that employees must not use their
so.
@sap.com address for e-mail expressing political
employees must not contact or religious opinions or to participate in chain mail
representatives from the media or the financial with political or religious content.
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CODE OF BUSINESS CONDUCT FOR EMPLOYEES 13
4.3 Exchange of Confidential materials downloaded from the Internet, does not
information with Customers, mean that it is automatically permissible to copy
Vendors and Partners or recirculate (by, for example, email or posting to
an intranet facility).
employees must not pass any
Legal agreements and copyright/trademark law
information identified or identifiable as
may impose limitations on what SAP employees
confidential to customers, vendors, or partners,
are allowed to legally access on such websites
nor, as a rule, should they accept confidential
and how such materials may be used. Failure to
information from customers, vendors, or partners,
abide by these legal requirements or agreements
unless a written nondisclosure agreement or
can place SAP’s intellectual property at risk,
other agreement with confidentiality provisions
expose SAP to liability for any misuse of the
has first been entered into. Employees must clear
information, or expose SAP to liability for
any exceptions to this rule with their manager or
intellectual property infringement if the use is
the legal department (or both). The legal
outside the scope of the applicable agreement or
department must always be consulted before
if used without a legal agreement
dispensing with the requirement for a
nondisclosure agreement. SAP employees may browse partner, customer,
competitor, and other third party web sites for
employees must not pass any
business purposes, provided there is no
customer’s, vendor’s, or partner’s confidential
unauthorized use of copyrighted materials or
information to another customer, vendor, partner,
unauthorized access to confidential information,
or other person outside SAP. This applies to
source code or competitor products.
current and potential customers, vendors or
partners. Specifically, SAP employees are prohibited from:
Copying, reproducing, distributing,
4.4 Internet Use publicly displaying, creating derivative
works from, or downloading copyrighted
It is possible for SAP employees to
materials (including product
access portions of the Internet that are
documentation, text, screen shots,
external to SAP. Material on non-SAP websites
software code, diagrams, photographs,
may be governed by legal terms such as click-
music, videos, or other works of
through agreements or download agreements,
authorship) without the permission of the
subject to SAP corporate agreements with the
owner;
website owner, or a combination of both. In
addition, copyright law may protect the text, Creating SAP products, tools, or
diagrams, photos, music and video content technologies that automate the
present on the website and trademark law may unauthorized extraction of data from third
protect the sounds, logos and images that are party websites, or automate the operation
representative of their owners. SAP respects the of third party websites, unless otherwise
intellectual property rights of others, and must authorized (e.g., through a license
avoid the unauthorized use of third party agreement);
trademarks or copyrighted materials of others
and SAP employees should confer with Global Downloading source code unless
Legal/Global IP if they have any questions otherwise authorized (e.g., through a
regarding the permissibility of photocopying, license agreement);
excerpting, electronically copying or otherwise
using copyrighted materials. In addition, simply
because material is available for copying, such as
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CODE OF BUSINESS CONDUCT FOR EMPLOYEES 14
Downloading competitor products unless every SAP employee to comply with the
otherwise authorized (e.g., through a regulations of this Policy when handling Personal
license agreement); Data in their daily work in behalf of SAP.
Accessing or using confidential All SAP employees are personally obliged to data
information unless otherwise authorized. secrecy and confidentiality and responsible to
Confidential information includes, for maintain confidentiality regarding Personal Data
example, confidential contracts, price they have access to due to their employment
lists, and customer lists. duties at SAP. Any SAP employee may collect,
process and/or use or access Personal Data only
Accessing or using information that can to the extent necessary to fulfill their duties and
be found on competitors’ websites except according to approved processes.
in accordance with the rules for the use of
competitive information set forth herein.
6 ACCOUNTING
The use of SAP email accounts for employees must ensure that only makes payments (regardless of type)
according to the local code of business conduct. against precise documentation and only for the
purposes indicated in the documentation.
5 DATA PROTECTION When recording and managing payments, employees must act in accordance with
PRIVACY RIGHTS generally accepted accounting principles and
observe the applicable guidelines.
SAP employees must respect applicable data
protection and privacy rights including any
safeguards with regards to Personal Data of other 7 CUSTOMERS, VENDORS,
employees, applicants, customers, suppliers, COMPETITORS, AND
partners, and all other individuals whose PARTNERS
Personal Data will be collected or processed by
SAP. SAP does not maintain business relationships
with organizations that are, or are supporters of,
SAP employees are bound to adhere to the anti-social forces, terrorist or criminal groups.
principles set out in SAP Global Data Protection
and Privacy Policy, if any operation at SAP
7.1 Conduct with Customers
involves the collection, processing and/or use or
access of Personal Data. Personal Data may only
be collected for legitimate purposes, which must 7.1.1 Boycotts
be specified before the time of collection. The
An agreement with a customer, vendor,
data may not be further processed in any way
competitor, or partner of SAP not to conduct
incompatible with the original specified purposes
business with, or not to deliver goods or provide
unless allowed otherwise, subject to the
services to any other customer, vendor,
conditions of applicable law.
competitor, partner, or service provider is
SAP employees are responsible to ensure that all unlawful. Employees of must
processes involving the collection, processing therefore be extremely careful if, for example,
and/or use or access of Personal Data are they discuss with a vendor of the
designed to comply with the regulations of SAP competitive terms of another vendor. Discussions
Global Data Protection and Privacy Policy and of this sort raise suspicion of an unlawful
applicable laws. It is within the responsibility of understanding. A unilateral decision not to sell to
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CODE OF BUSINESS CONDUCT FOR EMPLOYEES 15
a particular customer can become a problem if a substantial volume of business with SAP is
SAP has such a strong position in the market asked to provide written confirmation of such
concerned that the customer is dependent on its compliance.
contractual relationship to SAP.
employees must not force any
vendor to buy SAP products in return for SAP’s
7.1.2 Exclusive Contracts purchase of the vendor’s goods or services.
Naturally, however, SAP may seek to sell
employees must not, for example,
products to its vendors as it does to any other
ask their customers to buy products and services
customer.
exclusively from SAP or to refrain from buying the
products of a competitor, if this would impact employees must not pass on
competition in the market. information concerning a vendor’s problems or
shortcomings to any other vendor, partner, or
other person outside SAP.
7.1.3 Reciprocity Deals
Employees of must ensure that 7.2.2 Bids and Estimates
does not enter into reciprocity deals
in which only accepts goods and employees must ensure that all
services from another company on condition that qualified vendors are fully and equally notified of
the other company obtains SAP products. ’s technical and commercial bid
requirements. The same applies to subsequently
provided details, changes, and additions to these
7.1.4 Changes in Contracts
requirements.
Employees of must not agree to any If has set a deadline for submitting
changes, qualifications, or amendments to bids, employees of must ensure that
standard SAP contracts or general terms and bids arriving after this deadline are not
conditions, whether by supplementary considered.
agreement, side letter, or otherwise, without first
obtaining approval from the legal department. SAP XXX> employees must base the award of
any contract on the long-term cost to SAP,
including the costs associated with defective
7.2 Conduct with Vendors
goods and services, as well as the value of the
long-term business relationship with SAP
7.2.1 General vendors.
The conduct of employees of who
deal with vendors must be governed by sound 7.2.3 External Consultants
judgment and absolute integrity. The most
Employees of must ensure that:
important consideration is the upholding of SAP’s
interests. Commission and consulting contracts are
always concluded in writing
Employees of must make sure that
the vendors of comply with all the Payments are only made for activities that
requirements of the law in the country of are usually remunerated and are lawful.
manufacture and the country of sale. The
employees of must ensure that
within the requirements set by the responsible
purchasing department each vendor conducting
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CODE OF BUSINESS CONDUCT FOR EMPLOYEES 16
7.3 Conduct with Competitors 7.3.4 Contact with Competitors
employees must not talk with
7.3.1 General competitors about internal matters, such as
One of the most serious infringements against the pricing and conditions of sale, costs, overviews of
provisions of competition law is an understanding the market, organizational processes, or other
among competitors. Agreements and confidential information, from which competitors
understandings between competitors about could draw competitive advantage over SAP.
pricing, conditions of sale, volume of production,
or the sharing of markets, are strictly unlawful. 7.3.5 Obtaining Competitor Information
Employees of must not participate in
agreements or understandings of this nature. SAP has a legitimate interest in obtaining
information about competitors and evaluating all
published information about its competing
7.3.2 Price-Fixing Among Competitors companies (for example, publications about
All forms of price-fixing among products and pricing). On no account may
competitors are forbidden. This ban also employees of seek to obtain trade
includes all agreements and understandings that secrets or other confidential or secret information
only indirectly affect prices or other conditions of about a competitor using dishonest means.
sale (for example, discounts). Employees of employees must not accept, read, or
must not participate in setting use information about products and plans of
maximum and minimum prices or exchanging competitors which is identified or identifiable as
information about future pricing models with confidential information unless that employee of
competitors. In individual cases, it may be is authorized by the competitor to do
necessary – as part of a reseller agreement – to so.
provide information to the resale partner, who
SAP receives a net benefit from competitive
may also be a competitor, about the future pricing
information only when it is obtained lawfully and
model so that internal licensing payments can be
ethically. SAP seeks to avoid exposure to
adjusted. Employees of must not
competitive information that is confidential, is
convey such information without first checking
otherwise restricted or has no legitimate source.
with the legal department on the implications
Actual or alleged infringement or
under competition law.
misappropriation of competitors’ confidential
information or intellectual property rights may
7.3.3 Competitive Restrictions lead to litigation which, in turn, can result in
monetary loss and the inability to provide certain
Joint ventures, collaboration agreements, and
products or services to our customers. In
mergers among competitors can affect free
addition, actual or alleged infringement or
competition. In many cases, they require official
misappropriation may also damage SAP’s
approval. Often their legality also has to be
reputation as a trustworthy business partner.
checked in multiple systems of law because they
can have consequences in other countries. Accordingly, SAP employees may gather and use
Therefore, employees of must non-confidential information about competitors
ensure that the legal department checks the (including information that can be found on
legality of such plans as early as possible and, in competitors’ websites), but only subject to the
any case, before they are effected. following limitations:
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CODE OF BUSINESS CONDUCT FOR EMPLOYEES 17
SAP employees are legally prohibited DISCLOSURE OF INSIDE
from collecting confidential competitive
INFORMATION
information;
SAP employees are legally prohibited
8.1 General
from making untrue statements about
competitors; SAP SE’s shares and bonds are admitted to
SAP employees are legally prohibited trading on European stock exchanges. Therefore
from gathering competitive information in its shares and bonds and their derivatives are
breach of a contract; subject to strict statutory rules under European
and German law that forbid the unlawful
SAP employees are legally prohibited disclosure communication of inside information or
from misrepresenting their relationship to its use in trading. This is the case whether or not
SAP in order to obtain competitive an employee has signed a specific confidentiality
information; agreement or an insider declaration. Such
SAP employees are legally prohibited prohibitions apply to actions committed within
from violating the copyrights of a and also outside of the European Union. Similar
competitor; prohibitions of insider dealing and unlawful
disclosure also apply under US law with regard to
SAP employees are legally prohibited
SAP’s ADRs listed on the New York Stock
from hiring third parties to engage in these
Exchange, and also in other countries outside the
practices.
European Union. All SAP Employees worldwide,
including.
7.4 Conduct with Partners
Employees of must therefore ensure
Partners support SAP in many of the company’s that when trading in SAP shares or bonds or
numerous and varied business interests. That is related derivatives they do not do so on the basis
why employees must conduct of inside information, and must not unlawfully
themselves with absolute loyalty towards SAP disclose inside information. The prohibition of
and neutrality towards every partner. In insider dealing also applies to SAP shares
particular, presenting a consistent and acquired in connection with SAP’s employee
coordinated message is in the best business participation plans.
interests of SAP and the partner concerned. For more information, see SAP Corporate Portal
Employees of must avoid all forms -> Policies & Guidelines -> Global Policies ->
of one-sided preferential treatment of one Insider Regulations.
partner. This particularly applies to competing
bids from several partners for the same customer. 8.2 Blackout Periods
If a partner is also a customer, vendor,
Except in circumstances where the prohibition of
or competitor of SAP, employees of
insider dealing applies, you may decide at your
must observe the Code of
personal discretion whether to dispose of or
Business Conduct described above with respect
acquire SAP shares or bonds or their derivatives
to customers, vendors, and competitors.
However, to avoid any implication that employees
of are involved in insider trading, the
8 PROHIBITION OF INSIDER SAP Executive Board made an urgent appeal to
DEALING AND UNLAWFUL all employees not to trade in SAP shares or
bonds or their derivatives during the period from
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CODE OF BUSINESS CONDUCT FOR EMPLOYEES 18
the 15th day of the third month of any reporting must ensure that the principles in this Code are
quarter until the figures for that quarter are not compromised and that neither SAP nor the
published by SAP (“Blackout Period”). Purchases reputation of the company is damaged.
of SAP’s shares under SAP’s employee
In addition, the Office of Ethics &
participation plans are exempted. You are asked
Compliance has designated local Office
to comply with this (legally non-binding) appeal.
of Ethics & Compliance officers as a
Deviations from this guideline should only be
point of contact to employees and managers. The
made in emergencies (for example, where an
local Office of Ethics & Compliance officers and/
employee has a sudden unexpected cash
or the Office of Ethics & Compliance can give
requirement). Cases of doubt should be
guidance on Code of Business Conduct related
discussed with the SAP SE Capital Market
questions.
Compliance Team beforehand.
SAP employees also have the opportunity to
raise concerns anonymously as required by the
8.3 Trading in Financial Instruments of
Sarbanes Oxley Act. For this purpose, a
Listed Customer, Vendor, Competitor
Whistleblower Reporting Tool can be accessed
or Partner Companies or Listed SAP via the SAP portal. Every follow up on a concern
Subsidiaries raised via the Whistleblower Reporting Tool is
aligned with the Supervisory Board.
Sometimes employees of obtain
inside information about customers, vendors, employees must raise any issue or
competitors, and partners. For instance, a question about violations of this Code of
customer might ask whether the SAP software it Business Conduct with their manager, or the
uses can handle a substantially increased Office of Ethics & Compliance. An objective
volume of transactions resulting from a planned investigation will be conducted, when necessary,
(but as yet not publicly disclosed) acquisition of to ensure appropriate remedial action. Such
another company. In addition, SAP Group reports will be maintained with confidentiality to
companies often provide shared services or carry the greatest extent practical, in light of the need
out collaborative preparatory work on major to conduct an investigation.
projects, in the course of which inside information
SAP has established a Global People Relations
may be acquired. Employees of
Office to manage HR Compliance policies and
must be very careful when trading in shares or
best practices including SAP’s Global Anti-
bonds or related derivatives of listed customers,
Discrimination Policy. For more information visit
vendors, competitors, or partners, or of listed
the People Relations Portal Page at /go/gler or on
SAP subsidiaries (or derivatives of any such
JAM.
shares) that they do not do so on the basis of
inside information or pass on inside information employees are expected to fully
to others. cooperate with Company investigations. Subject
to local law provisions, failure to cooperate fully
with an SAP investigation may be deemed a
9 COMPLIANCE OFFICE breach of the Code of Business Conduct.
REPORTING AND SAP’S NON-
Company investigations may be led by the Office
RETALIATION POLICY of Ethics & Compliance, Corporate Audit, the
SAP SE has established an office of Ethics & Global People Relations Office or others with
Compliance (ethicalbusiness@sap.com) to appropriate investigation training who are
oversee the Code of Business Conduct explicitly authorized by the aforementioned
framework. The Office of Ethics & Compliance Offices. Employees and/or Management should
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CODE OF BUSINESS CONDUCT FOR EMPLOYEES 19
not attempt to investigate and remediate
Compliance concerns themselves.
Questions or concerns about SAP’s investigative
process may be raised to the Office of Ethics &
Compliance or the Global HR Compliance Office.
9.1 Non-Retaliation
Retaliation for reporting concerns or participating
in an investigation is strictly prohibited. However,
dishonest, bad faith, or otherwise abusive reports
(such as false personal attacks aimed at specific
individuals) are prohibited and may result in
disciplinary action.
Retaliation concerns as well as concerns about
dishonest, bad faith or otherwise abusive
behaviour should be brought to the attention of
the Office of Ethics & Compliance or the HR
Compliance Office.
10 SANCTIONS
Any contravention of this Code will be internally
investigated. In applicable cases it will also have
consequences in employment law and may lead
to external investigations, action in the civil
courts, or prosecution.
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