Whistleblower and Complaint Policy
Infoblox Inc., its subsidiaries and affiliates, directors, officers, employees and agents (collectively, the “Company”) is committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, the Company has adopted this Whistleblower and Complaint Policy, which is an element of the Company’s general legal compliance policies and procedures as they may be amended or adopted from time to time in the future (collectively, this “Policy”). Employees are encouraged to use the guidance provided by this Policy to report all known and suspected improper activities. This Policy is designed to provide employees with a confidential or anonymous avenue of communication for reporting any improper activities. The Company will post a current copy of this Policy on the Company’s internal and external websites.
Send Confidential Whistleblower Reports:
- By Phone: *From an outside line dial the direct access number for your location.
- United States: 1-844-231-3370
- United Kingdom: 0808-234-0162 International Toll-Free Service (ITFS)
- India: 000-117
At the English prompt dial 844-231-3370.
- China: (Southern)
At the English prompt dial 844-231-3370
- *Additional country specific telephone numbers are available online (select a country from the drop down menu to see the number)
- Online via NAVEX:
* After you complete your report you will be assigned a unique code called a “report key.” Write down your report key and password and keep them in a safe place. After 5-6 business days, use your report key and password to check your report for feedback or questions.
*NAVEX Global is certified under the EU-U.S. and Swiss-U.S. Privacy Shield Programs through the United States Department of Commerce as having security measures in place to address EU privacy initiatives and other global privacy directives.
I. Reporting Violations
Employees should report to their supervisors and managers known and suspected violations of:
1. laws, governmental rules and regulations,
2. accounting, internal accounting controls and auditing matters, or
3. any Company policies.
This includes complaints or reports received from persons outside the Company. Supervisors and managers shall promptly consider the information submitted to them and take appropriate action in accordance with the law, governmental rules and regulations and otherwise consistent with good business practice.
If an employee is not comfortable discussing the suspected violation with any of their direct supervisors or managers, the employee may report the suspected violation confidentially and anonymously by the following means:
1. By calling the Company’s compliance hotline: From within the United States, toll-free at 1-844-231-3370 or International toll-free at 0808-234-0162;
2. By letter addressed to the Company’s corporate headquarters marked “Attention: General Counsel”; or
3. By clicking on https://secure.ethicspoint.com/domain/media/en/gui/56421/index.html and following the instructions.
Any employee reporting a suspected violation is encouraged to provide as much detail as possible regarding the subject matter of the complaint or concern, since the ability to investigate will be largely dependent on the quality and specificity of the information. The General Counsel (or his or her designees) will be responsible for reviewing, or overseeing the review, of any report of a suspected violation from any source. The General Counsel will promptly notify the sender and acknowledge receipt of the report, unless the report was submitted anonymously. The General Counsel and his or her contact information can be found on the Company’s intranet sites, Blox360 and Workday.
If you wish to report directly to the Audit Committee, you may send an email, as described earlier in this Policy, or you may send a letter addressed to the Company’s corporate headquarters marked “Attention: Audit Committee.” You may report confidentially and anonymously if you wish. The Audit Committee will take whatever steps it deems necessary to respond to a report that it receives, including whether to refer the matter to the General Counsel for investigation.
II. Statement of Non-Retaliation
It is against Company policy and, in many jurisdictions, a crime for anyone to intentionally retaliate against any person who provides truthful information to a law enforcement official concerning such person’s reasonable and good faith belief that a possible violation of any federal, state or foreign law has occurred. Moreover, the Company will not permit any form of intimidation or retaliation by any employee, contractor, subcontractor or agent of the Company against any employee because of any lawful action by the employee to:
- provide information, cause information to be provided, or otherwise assist in an investigation regarding any conduct which the employee reasonably believes constitutes a violation of laws, rules, regulations or any Company policies; or
- file, cause to be filed, testify, participate in, or otherwise assist in a proceeding filed or about to be filed relating to a violation of any law, rule or regulation.
The prohibited forms of intimidation or retaliation include, but are not limited to, discharge, demotion, suspension, threats, harassment or any other manner of discrimination with respect to an employee’s terms or conditions of employment based on lawful actions of such employee with respect to a good faith report or cooperation or assistance with an investigation conducted by the Company.
III. Statement of Confidentiality
In cases in which an employee reports a suspected violation in good faith and is not engaged in the questionable conduct, the Company will attempt to keep its discussions and actions confidential to the greatest extent possible and in compliance with applicable laws and regulations governing employee privacy. All reports and records associated with complaints or reports made under this Policy are considered Company confidential information and access will be restricted to members of the Board of Directors, the Company’s internal and external legal counsel, and others involved in investigating a complaint or report under this Policy. Access to reports and records may be granted to other parties at the discretion of the General Counsel.
IV. Investigation and Record Keeping
Employees should not independently conduct their own investigation but instead should make their complaint or report to their supervisor or manager, or by following the procedures in this Policy. The General Counsel will coordinate the prompt investigation and resolution of all reports and ensure that corrective action, as necessary and appropriate, is taken. All records of the report of a suspected violation will be reviewed, investigated and evaluated by the General Counsel (or his or her designee) as he or she deems reasonably necessary.
V. Retention of Records
The General Counsel will maintain a log of all complaints and reports, tracking their receipt, investigation and resolution. The Company will preserve records of complaints and reports made under this Policy and associated log(s) for a period of time to be determined by the General Counsel in consultation with the Company’s Audit Committee. After the established retention period, the records and associated log(s) may be disposed of in accordance with Company policy.
VI. Reporting to the Audit Committee
With respect to all reports of suspected violations, the General Counsel shall make a presentation to the Audit Committee. At each such meeting, management will report on the nature of all applicable reports received since the prior Audit Committee meeting. If the General Counsel, or his or her designee, determines that reporting prior to the next scheduled Audit Committee meeting is necessary or appropriate, the General Counsel or his or her designee shall contact the chairperson of the Audit Committee, or such other person designated by the Audit Committee, to decide whether an earlier evaluation is warranted.
The Audit Committee will take whatever steps it deems necessary to respond to any violation report received by the Company.
VII. Policy Administration
The Nominating and Corporate Governance Committee is responsible for reviewing this Policy and confirming that the procedures contained in this Policy are in place. It may request reports from Company executives about the implementation of this Policy and take any other steps in connection with that implementation as it deems necessary. The Nominating and Corporate Governance Committee may amend this Policy and procedures associated with this Policy at its discretion, subject to the approval of the Audit Committee in the case of any amendment that affects the procedures established for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters or (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matter.
Last Updated: October 23, 2019