Intergraph Corporation
Code of Business Conduct
and Ethics
Vision
Intergraph's vision is to help organizations see the world clearly.
Mission
Intergraph's mission is to enable businesses and governments to make better and faster operational decisions.
Intergraph technology enables our customers to make the world safer and more prosperous. They create intelligent maps, manage assets and infrastructure,
build and operate plants and ships, and dispatch emergency services to those in need. We seek to earn the respect and trust of our customers through a total
commitment to their success, deep industry expertise, and a long tradition of technical innovation.
Core Values
Customer satisfaction is paramount to business success
so we strive to exceed customer expectations.
We are results-oriented
so we seek continuous improvement through aggressive, attainable goals.
We are committed to innovation
because innovation can transform the way our customers do business.
Great teams build great companies
so we seek to attract, develop, and retain leading talent.
We aspire to lead
by setting the standard that others emulate.
We are honest and fair
in our dealings with customers, partners, shareholders, and each other.
INTERGRAPH CORPORATION
CODE OF BUSINESS CONDUCT AND ETHICS
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I. |
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II. |
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A. |
Introduction | |
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B. |
General Policy | |
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C. |
Serving as Director, Officer or Employee of a Non-Intergraph Business | |
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D. |
Employees as Contractors of Vendors | |
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E. |
Potential Conflicts by Family and Friends | |
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F. |
Political Activities | |
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III. |
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A. |
Prohibition on Taking Intergraph Corporate Opportunities | |
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B. |
Understanding Permissible Business Gifts | |
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C. |
Government Representatives | |
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IV. |
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V. |
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A. |
General Policy | |
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B. |
Relationships with Competitors | |
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C. |
Relationships with Customers | |
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VI. |
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A. |
Intergraph Property | |
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B. |
Use of Technology | |
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VII. |
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A. |
General | |
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B. |
Integrity of Intergraph Records | |
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C. |
Compliance with Insider Trading Laws | |
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D. |
Fair Employment Practices | |
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E. |
Government Requests | |
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VIII. |
COMPLIANCE WITH AND IMPLEMENTATION OF CODE OF BUSINESS CONDUCT | |
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A. |
General | |
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B. |
Questions Regarding Code | |
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C. |
Determination of Violations | |
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D. |
Request for Waivers | |
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E. |
Good Faith Reporting of Wrongdoing | |
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IX. |
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X. |
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XI. |
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INTERGRAPH CORPORATION
CODE OF BUSINESS CONDUCT AND ETHICS
I. INTRODUCTION
Intergraph Corporation (the Company or Intergraph) is committed to achieving high standards of business and personal ethical conduct for itself, the members of its Board of Directors (Directors) and all Company personnel. Through performance in accordance with these standards, the Company, its Directors and all of its employees will merit and enjoy the respect of one another, the business community, our shareholders, our customers, suppliers, vendors and the public.
It is the personal responsibility of all Directors and employees to acquaint themselves with all legal and policy standards and restrictions applicable to their duties and responsibilities, and to conduct themselves accordingly. Over and above the strictly legal aspects involved, all Directors and employees are expected to observe high standards of business and personal ethics in the discharge of their duties. This Code of Business Conduct and Ethics (the Code) is designed to help ensure that these things occur.
This Code applies to all Directors and employees of Intergraph in all countries and vertical business units. Employees means an officer or employee of Intergraph and its affiliates, and it includes Executive Officers, unless otherwise stated. Certain parts of this Code may apply specifically to Executive Officers, and are so indicated. Executive Officer means a member of Intergraph management so designated by resolution of the Board. All employees and Directors are required to read and understand this Code, and compliance with the conduct policies set forth herein is required of all personnel.
This Code supersedes and replaces in its entirety Policy 701 on conflicts of interest and Policy 707 on business ethics and is intended to comply with the NASDAQ Stock Market listing standards and the Sarbanes-Oxley Act of 2002. Directors and employees are encouraged to report violations of laws, regulations, or this Code using the processes described in Article VIII of this Code or as otherwise provided for by the Board of Directors. Intergraph will not permit retaliation against Directors or employees for reports made in good faith.
II. CONFLICTS OF INTEREST
A. Introduction
For purposes of our Code, a conflict of interest occurs when an individuals private interests interfere in a material way or appears from the perspective of a reasonable person to interfere in a material way with the interests of Intergraph as a whole. A conflict situation can arise when an employee or Director takes actions or has interests that may make it difficult to perform his or her responsibilities objectively and effectively. Ordinarily, a conflict exists when an outside interest could actually or potentially influence the judgment or actions of an individual in the conduct of Intergraphs business. Conflicts of interest may also arise when an employee or Director, or a member of his or her family, receives improper personal benefits as a result of his or her position at Intergraph. Notwithstanding the foregoing, accepting things of value in accordance with Section III.B of this Code shall not constitute the receipt of improper personal benefits.
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