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Protection of Shareholder Interests

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Conflicts of interest

A conflict of interest arises when a personal, social, financial or any other kind of interest has the potential to interfere with an employee's duty of loyalty to CA Technologies. Employees must disclose all conflicts of interest using the procedures described in this Code. In addition—because even the appearance of impropriety can jeopardize the trust which is fundamental to the Company's success—employees must also disclose apparent conflicts of interest, even when the employee does not believe that an actual conflict exists.

The following are examples of potential conflicts of interest—but keep in mind that our Code requires you to disclose any actual or apparent conflict, not only those of the types described below:

  • You or someone with whom you have a close relationship has an ownership interest in or works for an entity that either does business with, competes with or is seeking to do business with CA Technologies.
  • You or someone with whom you have a close relationship receives a personal benefit as a result of your position at CA Technologies.
  • You have any romantic, personal or familial relationships that might impair—or appear to impair—your independence or judgment. This includes any romantic, personal or familial relationships within the same supervisory chain.
  • You use a business opportunity that belongs to CA Technologies for the benefit of yourself or another person or entity.
  • You have another job outside of CA Technologies that could conflict or appear to conflict with your responsibilities and obligations as a Company employee.

In all instances where an actual or apparent conflict of interest may exist, you must make timely and full disclosure of the circumstances to both your manager and the Company's Chief Ethics & Compliance Officer. In each instance, the Business Practices and Compliance Team will evaluate the specific facts and determine whether the activity or business interest is permitted.

What would you do?

A good friend of many years has recently joined a vendor of CA Technologies.

Is this a problem?

It could be.

If you have—or appear to have—a role in the Company's business relationship with the vendor. If there is any danger of an actual or apparent conflict you should disclose the relationship using the procedures set forth in this Code.

Gifts, entertainment and travel

The giving and receiving of gifts and entertainment is often part of building business relationships and corporate goodwill. However, a conflict of interest may arise if gifts or entertainment either influence business decisions or create the appearance of doing so. Therefore, it is important to carefully consider actual or apparent conflict of interest issues before offering or accepting gifts and entertainment.

You may accept gifts from individuals or entities that conduct or are seeking to conduct business with the Company only when:

  • The cost or value of the gift is nominal. Acceptance of cash is never permitted. Acceptance of cash equivalents (gift cards) is only permitted when the amount of the gift is nominal (generally $50 or less).
  • The gift is not likely to influence—or appear to be capable of influencing—your business judgment or to otherwise be viewed as compromising the Company's commitment to conducting business in a fair and transparent manner
  • The giving and receiving of gifts is customary and part of normal business
  • The gift has not been in any way solicited by you
  • You disclosed the gift to your manager and received your manager's approval to accept it

From time to time, vendors doing business or seeking to do business with CA Technologies may offer to entertain CA Technologies employees or invite them to outside events.

While we do not prohibit accepting such offers of entertainment, you should consider the following rules before accepting an offer of entertainment:

  • The entertainment should be usual and customary, such as business meals, or activities such as non-exclusive sporting events (events that are not the Super Bowl, World Cup, Olympics etc.) or other non-exclusive affairs
  • There should be a valid business purpose for accepting the offer of entertainment
  • Acceptance of the offer of entertainment with any particular vendor should be infrequent (no more than once or twice during a calendar year)
  • You should not have solicited the offer of entertainment in any way
  • You have received your manager’s prior approval to accept it
  • It is never acceptable to accept offers of entertainment that include visits to adult entertainment venues (also known as "strip clubs")

The receipt by CA Technologies employees of travel-related costs from third parties is allowed only when approved in advance by both your manager and the Company's Chief Ethics & Compliance Officer who will evaluate whether the travel will further the Company’s business objectives as well as whether acceptance will compromise or appear to compromise the recipient’s objectivity.

Generally speaking, the Company will approve the acceptance of things like travel costs and out of the ordinary entertainment only when it determines that the benefit to CA Technologies in allowing the employee to attend the entertainment or event significantly outweighs the benefit that the employee will receive personally.

Giving gifts and entertainment—or providing travel costs—to others with whom CA Technologies does or seeks to do business may also create actual or apparent conflicts of interest. Company employees must know and respect the gift rules of customers and vendors and must always ensure that our gift giving and/or offers of entertainment are reasonable and related to legitimate, ethical business opportunities. Highly regulated industries, such as banking, financial services and pharmaceuticals have very strict rules on the types of gifts and hospitality that their employees are permitted to accept, so CA employees should be particularly vigilant in ensuring that any gift or offer of hospitality to employees working for these entities is in accordance with any applicable gift rules maintained by such entity.

Gifts to government employees

Different gift rules apply when you are dealing with employees of the government. Such rules vary from location to location and are generally much more restrictive than those found with commercial entities. In all instances, employees should consult with a member of the Worldwide Law Department whenever they have gift or entertainment-related questions or concerns.

Gifts to co-workers

We know that employees often exchange gifts with one another for a variety of reasons including birthdays, holidays and as a "thank you" for a job well done. In all instances those gifts should reflect the spirit of our Conflict of Interest Policy—namely, they should be appropriate for the situation and should not be given in an attempt to influence the recipient's business judgment or otherwise appear to contravene our conflict of interest rules.

What would you do?

A vendor offers you consumer goods at a discount.

Can you accept?   Maybe.

If the discount is offered to all CA Technologies employees and approved in advance by appropriate CA Technologies personnel, this would be acceptable. You should discuss the matter with both your manager and the Company's Business Practices and Compliance Team before accepting the offer.

We're Here for You

Contact the Business Practices and Compliance team if you have any questions or concerns.

Call 1-800-648-8014

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