CODE OF BUSINESS ETHICS
I. Purpose and Scope
The Board of Directors of Western Digital Corporation (with its subsidiaries, the “Company”) has adopted this Code of Business Ethics (this “Code”) to:
The Code provides a framework for ethical business conduct and is not intended to establish rules governing every possible instance that could arise. The Code can only set forth general legal and ethical principles, and directors, officers and employees must use good judgment and common sense in applying them, and in deciding when to seek guidance from others as to the appropriate course of conduct.
The Company’s more detailed policies and procedures set forth in the Western Digital Corporation Global Code of Conduct are separate requirements applying to officers and employees of the Company and are not part of this Code. This Code does not terminate or amend any other policies of the Company.
If any individual has questions about this Code, or about the appropriate course of conduct under the Code, he or she should contact his or her supervisor, the Human Resources Department or the Legal Department.
II. Honest and Ethical Conduct
Each director, officer and employee must demonstrate honest and ethical conduct in fulfilling his or her duties, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.
III. Fair Dealing
Each director, officer and employee should endeavor to deal fairly with the Company’s customers, suppliers, competitors and employees. No one should take unlawful and unfair advantage of the Company’s customers, suppliers, competitors and employees through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.
IV. Conflicts of Interest
A "conflict of interest" occurs when an individual's private interest interferes or appears to interfere with the interests of the Company. A conflict of interest can arise when a director, officer or employee takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. For example, a conflict of interest may arise if a director, officer or employee, or a member or his or her family, receives improper personal benefits as a result of his or her position in the Company. Conflicts of interest must, whenever possible, be avoided.
V. Corporate Opportunity
Directors, officers and employees are prohibited from (a) taking for themselves or diverting to others any opportunities that properly belong to the Company or are discovered through the use of corporate property, information or positions; (b) using corporate property, information or position for improper personal gain; and (c) competing with the Company. Directors, officers and employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
VI. Confidentiality
Directors, officers and employees must maintain the confidentiality of confidential information entrusted to them by the Company, its customers and suppliers, except when disclosure is authorized by the Company or legally mandated.
Confidential information includes all non-public information that might be of use to the Company’s competitors, or that could be harmful to the Company, its customers or suppliers, if disclosed.
VII. Disclosure
Each director, officer or employee involved in the Company’s disclosure process, including the chief executive officer, the chief financial officer, the chief accounting officer and the controller (the “Senior Financial Officers”), is required to be familiar with and comply with the Company’s disclosure controls and procedures and internal control over financial reporting, to the extent relevant to his or her area of responsibility, so that the Company’s public reports and documents filed with the Securities and Exchange Commission (the “SEC”) comply in all material respects with the applicable federal securities laws and SEC rules. In addition, each such person having direct or supervisory authority regarding these SEC filings or the Company’s other public communications concerning its general business, results, financial condition and prospects should, to the extent appropriate within his or her area of responsibility, consult with other Company officers and employees and take other appropriate steps regarding these disclosures with the goal of making full, fair, accurate, timely and understandable disclosure.
VIII. Protection and Proper Use of Company Assets
Directors, officers and employees must, in all practicable ways, protect the Company’s assets and ensure their efficient use. All Company assets must be used for legitimate business purposes.
IX. Compliance with Laws
It is the Company’s policy to comply with all applicable laws and governmental rules and regulations. It is the personal responsibility of each director, officer and employee to adhere to the standards and restrictions imposed by those laws, rules and regulations. Employees located outside of the United States must comply with applicable local laws in addition to the applicable laws and governmental rules and regulations of the United States.
It is against Company policy and a violation of federal securities laws for a director, officer or employee to trade in securities (or to advise others to trade) while in possession of “inside information” about the Company. Inside information is any information (either positive or negative) which a reasonable investor would likely consider important in deciding whether to buy or sell the Company’s securities, that has not been adequately publicly disclosed. This Company policy also applies to trading in securities of any companies that a director, officer or employee is familiar with by virtue of his or her work for the Company while in possession of inside information concerning such companies.
X. Reporting of Illegal or Unethical Behavior
The Company’s commitment to its values includes ensuring that any person with a good-faith concern about potentially unethical conduct can report it in the way in which they feel most comfortable. This includes reports of conduct that would violate this Code, the Company’s Global Code of Conduct, or applicable laws. Concerns may be reported by anyone, and they may be reported to a supervisor (for employees), the Human Resources Department, the Legal Department, the Ethics and Compliance team, or directly to the Company’s Ethics Helpline.
The Company’s Ethics Helpline can be reached by web at www.EthicsHelplineWDC.com, or at the phone numbers listed below. Both options allow people reporting concerns to remain anonymous, and the Company does not permit retaliation against any individual for raising a good-faith concern. Retaliation is considered a violation of our Global Code of Conduct and is subject to discipline.
Ethics Helpline phone numbers:
XI. Accountability and Adherence to Code
All directors, officers and employees of the Company are expected to be familiar with the Code and to adhere to those principles and procedures set forth in the Code that apply to them.
The Audit Committee shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of this Code. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to this Code and may include written notices to the individual involved that the Audit Committee has determined that there has been a violation, censure by the Audit Committee, demotion or re-assignment of the individual involved, suspension with or without pay or benefits, and/or termination of the individual’s employment or services. The Audit Committee or its designee shall determine what action is appropriate and in a particular case may take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question has committed other violations in the past.
XII. Amendment, Modification and Waiver
This Code may be amended, modified or waived by the Board of Directors and waivers also may be granted by the Audit Committee subject to the disclosure and other provisions of the Securities Exchange Act of 1934, and the rules thereunder, and the applicable rules of the The Nasdaq Stock Market LLC (“Nasdaq”). Any changes to or waivers of this Code will, to the extent required, be promptly disclosed as provided by SEC or Nasdaq rules.
XIII. Applicable Law
The Code is subject to all applicable law. Nothing in the Code is intended to require any action contrary to law. In the event that the Code conflicts with any law, directors, officers and employees must comply with the law. Nothing in the Code is intended or will be considered (1) to amend the Certificate of Incorporation or By-laws of the Company, (2) to change the legal duties imposed upon directors, officers or employees under state, federal and other applicable statutes, rules and regulations, (3) to expand the liabilities of directors, officers or employees beyond applicable law, or (4) to affect any rights available to directors, officers or employees under state and other applicable law or the Company’s Certificate of Incorporation or By-laws. Directors and officers shall also be entitled to the benefits of indemnification to the fullest extent permitted by law, the Company’s Certificate of Incorporation and By-laws, and to exculpation as provided by state law and the Company’s Certificate of Incorporation.
Approved by Board of Directors: February 4, 2015
The Helpline is managed by Navex Global, a leading provider of customized helpline services, and is staffed 24 hours a day, 365 days a year. While primarily intended for current Western Digital employees, the helpline may be used by other interested parties, including vendors, customers and former employees.
To make a report via telephone, please use the following telephone numbers by country. Concerns are always confidential.
To make a report via the web, access the web-based Ethics Helpline reporting system at: www.EthicsHelplineWDC.com.
Employees are encouraged to report suspected instances of ethical misconduct within Western Digital, including:
The Ethics Helpline is intended to provide employees with another avenue for reporting suspected misconduct. Employees may use the Helpline if they believe that a problem cannot be addressed through their supervisors or the human resources staff, and employees may remain completely anonymous when they communicate with the Helpline's operators. Western Digital will not allow any retaliation against an employee who contacts the Helpline and reports suspected misconduct in good faith.
Western Digital Corporation’s Global Code of Conduct provides information about the minimum standards of integrity that Western Digital Corporation expects all of its employees worldwide (including those of WDC’s subsidiaries) to follow and takes into account varying practices due to cultural differences in international locations. The standards set forth in the Global Code of Conduct are supported by more detailed Company policies and procedures, which are issued in various geographic regions to supplement or implement those standards. These policies and procedures provide clear, specific directions concerning many of the business practices and behaviors discussed in the Code.
A copy of the Global Code of Conduct in the appropriate language is given, or is available online, to all employees of Western Digital Corporation (including employees of domestic and foreign subsidiaries). In addition, new employees are given a copy of the Code of Conduct on their first day of employment. All employees are informed that they are expected to comply with the provisions of the Code of Conduct and that failure to do so is regarded as misconduct that can result in disciplinary action.
Each year, senior members of management and several hundred key designated employees worldwide are required to complete an online disclosure certification confirming that they have complied with the provisions of the Global Code of Conduct. This certification process is required by the Audit Committee and is managed by the Corporation’s General Counsel.
Western Digital’s Ethics & Compliance team conducts regular risk assessments, including both enterprise-wide risk assessments and subject-specific risk assessments in areas such as anti-corruption and privacy. Privacy risk assessments consider, among other things, Western Digital’s use of technology and its practices around user, partner, and employee data.
Western Digital Corporation believes it is essential that its employees and business partners comply with global anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act, and the anti-bribery laws of the countries in which the Company operates.
Western Digital prohibits any of its or its subsidiaries’ employees, consultants, agents or representatives from corruptly seeking to obtain or retain business by offering, paying or offering to pay money or provide other things of value to foreign or commercial officials for the purposes of:
Western Digital has published a comprehensive policy relating to Anti-Corruption, which is published on the Company’s internal website. In addition, compliance with the provisions of global anti-corruption laws is discussed in both the Company’s Global Code of Conduct and Employee Handbook.
