Code Of Ethics And Business Conduct Oracle

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CODE OF ETHICSAND BUSINESS CONDUCT

TABLE OF CONTENTSThe Oracle Code of Ethics and Business Conduct . . . . . . . .1BUSINESS CONDUCTUnderstanding this Code . . . . . . . . . . . . . . . . . . . . . . . . . .1Financial Integrity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18Applicability of This Code . . . . . . . . . . . . . . . . . . . . . . . . . .2Financial and Other Records . . . . . . . . . . . . . . . . . . . .18Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2Records Retention . . . . . . . . . . . . . . . . . . . . . . . . . . . .19Oracle Senior Officers and Non Employee Membersof the Oracle Corporation Board of Directors . . . . . . . . . . . .2Public Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . .20Business Courtesies You May Extend . . . . . . . . . . . . . . .21A Summary of Oracle Values . . . . . . . . . . . . . . . . . . . . . . .2Business Courtesies You May Receive . . . . . . . . . . . . . .21COMPLIANCEGifts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21Entertainment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23Compliance with Laws, Regulations,and Oracle Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23Where to Go for Help . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4Charitable Donations . . . . . . . . . . . . . . . . . . . . . . . . . . . .26The Oracle Compliance and Ethics Program . . . . . . . .4Protecting Confidential Information . . . . . . . . . . . . . . . .26Reporting Code Violations . . . . . . . . . . . . . . . . . . . . . .4Social Media . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28The Oracle Compliance and Ethics Helplineand Incident Reporting Web site . . . . . . . . . . . . . . . . .5Gathering Information About Our Competitorsor Other Third Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . .28Business Practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6Use of Oracle Resources . . . . . . . . . . . . . . . . . . . . . . . . . .29Antitrust and Competition Laws . . . . . . . . . . . . . . . . .6No Improper Payments . . . . . . . . . . . . . . . . . . . . . . . . .7No Economic Boycotts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7Export Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8Immigration Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9Securities and Insider Trading . . . . . . . . . . . . . . . . . . . 9General Contracting Issues . . . . . . . . . . . . . . . . . . . . .10Dealing with Government. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12Government Contracting . . . . . . . . . . . . . . . . . . . . . . . . . . . 12Procurement Integrity . . . . . . . . . . . . . . . . . . . . . . . . .13Organizational Conflict of Interest (OCI). . . . . . . . . . .13Post Government Employment Restrictions . . . . . .13ORACLE'S RELATIONSHIPSOracle and Its Employees . . . . . . . . . . . . . . . . . . . . . . . . .30Diversity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30Harassment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30Health and Safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31Oracle and Its Customers . . . . . . . . . . . . . . . . . . . . . . . . .31Oracle and Its Partners . . . . . . . . . . . . . . . . . . . . . . . . . . .31Oracle and Its Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . .32Oracle and Its Host Communities . . . . . . . . . . . . . . . . . .32ENFORCEMENTAnti Corruption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14The Investigation Process . . . . . . . . . . . . . . . . . . . . . . . .33Gifts, Meals, and Entertainment . . . . . . . . . . . . . . . . .14Disciplinary Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .34Lobbying of Government Officials . . . . . . . . . . . . . . .15Political Contributions . . . . . . . . . . . . . . . . . . . . . . . . .15Personal Political Activity . . . . . . . . . . . . . . . . . . . . . .16Influencing Others . . . . . . . . . . . . . . . . . . . . . . . . . . . .16Public Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17

Dear Oracle Employee:As an Oracle employee, you are an influential part of a global organization with aworldwide presence. We are leaders of our industry because we quickly adapt tochanges in a competitive, dynamic environment while adhering to business valuesthat go well beyond minimal legal requirements. As such, every employee globallyis expected to review and comply with The Oracle Code of Ethics and BusinessConduct.The Oracle Code of Ethics and Business Conduct is one of Oracle‘s most importantdocuments. The Code defines standards and references policies and resourcesthroughout to help you understand Oracle‘s business values and your responsibilities.Read it carefully and in its entirety. Keep it with you and reference it frequently asa guide to help you make the right decisions and locate important sources ofinformation. Although the Code makes it easy for you to understand your obligations,it cannot anticipate every ethical dilemma you may face. Ultimately, we are eachindividually responsible for asking questions if we do not understand how to handle aparticular situation. Remembering that we are personally accountable for our actions,all Oracle employees are expected to adhere to the standards described in this Code.Oracle will not tolerate retaliation against any employee who in good faith reportsmisconduct or cooperates with a compliance investigation.Our reputation and our success depends upon the personal commitment that eachof us makes to uphold Oracle’s values and practice ethical behavior in all of ourbusiness dealings. All of us, regardless of employment level, position, or geographiclocation, are expected to make this commitment daily, both individually andcollectively, to uphold the standards of business conduct outlined in this Code.Lawrence J. EllisonChief Executive OfficerThe Oracle Code of Ethicsand Business ConductOracle provides you with The OracleCode of Ethics and Business Conduct(the “Oracle Code” or the “Code”) forguidance in addressing the legal and eth ical issues encountered whileconducting Oracle business. We use “Or acle” throughout to refer to Oracle Cor poration and each of its subsidiaries.Employment by Oracle is subject to theterms and conditions established by yourlocal organization. As part of those termsand conditions, you are also required toabide by the organization wide standardsset forth in this Code. This Code is not acontract, and no contract is implied. If anypart of this Code conflicts with applicablelaw, the law will prevail. If any part of thisCode is deemed invalid, the validity andenforceability of its other provisions shallnot be affected. Oracle may interpret theCode at its sole discretion.Oracle recognizes and respects regionaland local legal differences in employment,privacy, and other applicable laws. We willcomply with regional and localrequirements concerning the mattersdiscussed in this Code, as appropriate,including those concerning use of theCompliance and Ethics Helpline/reportingof misconduct, employee monitoring,application of certain rules to temporaryemployees, and application of certainpenalties.Understanding this CodeThe Oracle Code sets forth Oracle‘sstandards of ethics and businessconduct. It has been prepared to aidyou as you go about your daily work.These standards supplement and maygo well beyond compliance with lawsand regulations.Although we operate in many countriesand are subject to many different rules,regulations, customs, and practices,we can only succeed if we adhere to acommon set of values and standards.It is essential that we each make apersonal commitment and recognize thatwe are responsible and accountable forunderstanding and meeting the stan dards described in this Code becauseOracle‘s success and reputation dependupon the performance of each of us.The Oracle Code starts with a summaryof the core business values that areessential to Oracle‘s success. They arethe foundation of all that we do, and weeach are expected to adopt these valuesin our day to day business activities.Widespread adherence to these valueswill enhance our long term successby improving our ability to servecustomers, increasing our competitive ness, and promoting our pride in beingpart of the Oracle team.The Oracle Code then describes how weshould interact with each other, withother companies and individuals, andwith the countries, cultures, and govern ments that make up the world in whichwe operate. Specifically, it addresses fourareas: Compliance:Our responsibility to abide by thelaws, regulations, and Oracle policiesthat apply to our business whereverwe operate. Business Conduct:Our obligation to conduct internal andexternal business fairly and ethically. Oracle’s Relationships:Our responsibility to interact fairlyand respectfully with each other, ourcustomers, our partners, oursuppliers, and our host communities. Enforcement:Our commitment to conductinvestigations in an ethical and legalmanner, and to promote consistentdisciplinary action for violations ofour policies or business conductstandards.1

Applicability of This CodeEmployeesThe Oracle Code applies to all personnelemployed by or engaged to provideservices to Oracle, including, but notlimited to, Oracle’s employees, officers,temporary employees, workers(including agency workers), casual staff,and independent contractors (for easeof reference throughout this Code,“employees”).Oracle Senior Officers andNon Employee Members of the OracleCorporation Board of DirectorsOracle’s senior officers (Chief ExecutiveOfficer, President(s), Chief OperatingOfficer, Chief Financial Officer, ChiefAccounting Officer, General Counsel,each Executive Vice President, and eachSenior Vice President) are subject to boththis Code and Oracle’s SupplementalConflict of Interest Policy for SeniorOfficers, which among other thingscontains certain supplemental proceduralmeasures designed to identify andaddress potential conflicts of interestinvolving senior officers. Non employeedirectors are also subject to this Code intheir capacity as members of the OracleCorporation Board of Directors (the“Oracle Board”), except that they aresubject to the conflict of interest provi sions of Oracle’s Corporate GovernanceGuidelines in lieu of the conflict ofinterest provisions contained in thisCode. The Supplemental Conflict ofInterest Policy for Senior Officers and theCorporate Governance Guidelines are2posted on the Corporate Governancesection of Oracle’s Investor RelationsWeb site. Senior officers and membersof the Oracle Board who have questionsregarding this Code or other relevantpolicies should contact Oracle’s GeneralCounsel.Any waiver of this Code for any execu tive officer of Oracle Corporation ormember of the Oracle Board must beapproved by the Oracle Board. Suchwaivers, and the reasons for suchwaivers, shall be promptly disclosedto Oracle’s stockholders.CommunicationCOMPLIANCEOracle employees share informationeffectively with each other. We balancethe need to share information alongsidethe need for confidentiality regardingcertain information.Compliance with Laws,Regulations, and OraclePoliciesInnovationOracle employees seek innovative andcreative approaches to problem solving.Customer SatisfactionOracle employees consistently treatcustomer satisfaction as a top priority.A Summary of Oracle ValuesQualityCertain core values comprise the foun dation of our company. The followingare essential to Oracle‘s business:Oracle employees make excellenceand quality a part of day to day workprocesses and seek continuousimprovement in all that they do.IntegrityFairnessOracle employees demonstrate honestyand sound ethical behavior in all busi ness transactions and personal integrityin all dealings with others.Oracle employees commit to dealingfairly with customers, suppliers, part ners, and one another.Mutual RespectOracle employees consistently treatindividuals with respect and dignity.We must each operate within the boundsof all laws, regulations, and internalpolicies applicable to Oracle‘s business,wherever we conduct it. Where locallaws are less restrictive than this Code,you must comply with the Code, even ifyour conduct would otherwise be legal.On the other hand, if local laws aremore restrictive than the Code, you mustalways, at a minimum, comply withthose laws.Oracle expects its employees to: Act ethically and with integrity in allbusiness dealings; Comply with the law, this Code, Oraclepolicies, and Oracle business practices; Report known or potential violationsusing available reporting channels;Compliance Cooperate with complianceinvestigations; andOracle employees comply with all laws,regulations, and Oracle policies thatgovern Oracle‘s business and employees‘actions on behalf of the company. Complete all mandatory complianceeducation courses and otherCompliance and Ethics Programrequirements in a timely manner.EthicsFurther, Oracle expects its managers to:Oracle employees observe the standardsthat have been established by Oracle andact ethically in their approach to businessdecisions. Promote and support ethical behaviorand business practices that complywith this Code;TeamworkOracle employees work together as ateam for the collective interests ofOracle. Ensure that employees who report tothem directly or indirectly understandwhere and how to report violations ofthis Code; Ensure that employees who report tothem directly or indirectly complete allmandatory compliance educationcourses and other Compliance andEthics Program requirements in atimely manner; Maintain an “open door” policy withregard to employee questions,including those of business conductand ethics, and ensure availability ofcompliance and ethics resources andsupport, such as printed materialsand relevant contact information; Encourage employees to challengeand report questionable conduct; and Encourage open, honest, andconfidential dialogue withoutretaliation.From time to time, we may revise thisCode. If and when this happens, Oraclewill notify you. You will then be responsi ble for becoming familiar with suchrevisions. For the most current version,always refer to the online Code, locatedon the Compliance and Ethics ProgramWeb site. If you have questions on howto interpret or comply with this Code,Oracle policies, or applicable law,contact the Oracle Compliance andEthics Program or Oracle LegalDepartment. Act as a leadership model for thisCode;3

Where to Go for Help Oversees internal complianceinvestigations;The Oracle Complianceand Ethics Program Promotes consistency in theapplication of disciplinary action;The Oracle Compliance and EthicsProgram, with the support of Oracle’sExecutive Management and Board ofDirectors, aims to ensure that all Oracleemployees, business partners, andsuppliers adhere to high ethicalbusiness standards. Provides quarterly updates to theFinance and Audit Committee ofOracle‘s Board of Directors regardinginvestigations and disciplinary actiontaken; andWith general oversight from the GeneralCounsel, the Compliance and EthicsProgram is led globally by the ChiefCompliance & Ethics Officer. RegionalCompliance & Ethics Officers manageday to day operations of the Complianceand Ethics Program, including Code ofConduct investigations, and apply theCompliance and Ethics Program’sinitiatives at the regional level.A major objective of the Complianceand Ethics Program is the enforcementof the Oracle Code of Ethics andBusiness Conduct and related policies.We work closely with other lines ofbusiness and outside advisors, asappropriate.The Oracle Compliance and EthicsProgram: Provides support to help employeescomply with the Oracle Code of Ethicsand Business Conduct; Seeks to prevent and detect unlawfulor unethical business conduct; Manages the administration ofmandatory compliance educationtraining courses;4 Provides the entire Board of Directorswith a full briefing on the Complianceand Ethics Program at a minimumannually.Please visit the Oracle Compliance andEthics Program Web site, which canbe found through the Oracle LegalDepartment Web site, to becomefamiliar with our policies, trainingrequirements, and periodic updates.We count on each of you to set the righttone and lead by example.Reporting Code ViolationsOracle fully commits to maintaining highstandards of ethical and professionalconduct for the company and itsemployees. To do so, we providemultiple resources for reporting,investigating, and resolving allegationsof employee misconduct as well asfor determining and enforcing relateddisciplinary action. Report any conductthat you reasonably believe may be aviolation of this Code and other activitiesthat could affect Oracle’s or its employ ees’ compliance with legal and ethicalobligations. If at any time you have evena suspicion that Oracle’s obligationsrelating to financial integrity, auditingand accounting, insider trading,anti corruption policies, or politicalcontributions have been compromised,you are expected to immediatelyreport it.Oracle will not tolerate retaliation againstany employee who reports a concernin good faith or cooperates with acompliance investigation even whenallegations are found to beunsubstantiated.You have multiple options for reportingallegations of misconduct. Depending onthe circumstances, these include: Your manager; Human Resources; Your Regional Compliance & EthicsOfficer; The Chief Compliance & Ethics Officer; Your employee representative (whereapplicable); The Oracle Compliance and EthicsHelpline: and The Oracle Compliance and EthicsIncident Reporting Web site.Regional Compliance & Ethics Officersand other Compliance and EthicsProgram contacts are listed on theOracle Compliance and Ethics ProgramWeb site.Q: My manager asked me to dosomething that I think violates this Code.Should I do it anyway?A: No. First, make sure that yourmanager knows you are concerned andthat there is not a misunderstanding.If that doesn‘t resolve the problem, youshould seek advice from your next levelmanager or your Regional Compliance& Ethics Officer. The wrong answer isto do nothing or to simply follow yourmanager‘s request. Disciplinary actionwill be taken against any employeewho is found to have participated in,condoned, or concealed an actual orpotential violation of the Code, even ifhe or she did not directly initiate it.The Oracle Compliance and EthicsHelpline and Incident ReportingWeb siteIf you feel uncomfortable reporting a con cern to your manager, Human Resources,or a member of the Compliance andEthics Program, or if you feel that yourconcern has not been addressed prop erly, you also may report allegationsanytime via telephone, using the OracleCompliance and Ethics Helpline, oronline, through the Oracle Complianceand Ethics Incident Reporting Web site.Both the Helpline and the IncidentReporting Web site are confidentialresources available to all Oracle employ ees worldwide to raise concerns or seekguidance regarding issues of ethics andbusiness conduct and violations of ourCode. The Oracle Compliance and EthicsIncident Reporting Web site is accessiblethrough the Compliance and EthicsProgram Web site.To submit a telephone report, dial theHelpline at 800 679 7417. To submit areport regarding a facility or employeebased in the European Union, dial the EUHelpline at 866 455 1215. When callingeither number, callers from outsidethe United States should first dial theircountry’s access number and, whenprompted, enter

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