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Seagate is committed to maintaining the highest ethical and legal standards throughout its business operations. The Company strives to be forward thinking. Our board of directors is committed to governance procedures that will enable Seagate to be a responsible corporate citizen, including adoption of the Seagate Code of Business Conduct and Ethics.
Seagate Technology's Board of Directors has four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Finance Committee. Each committee has the authority to, as it deems appropriate, independently engage outside legal, accounting or other advisors or consultants.
Kristen M. Onken, Chair
Edward J. Zander, Chair
Frank J. Biondi, Jr
Lydia M. Marshall
Nominating and Corporate Governance Committee
Lydia M. Marshall, Chair
Michael R. Cannon
Frank J. Biondi, Jr, Chair
Michael R. Cannon
Kristen M. Onken
The current charters of the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Finance Committee are available below. Please click the link to read the full charter
This Code of Ethics applies to each of the directors, officers and employees of Seagate Technology plc and its subsidiaries (the “Company”). The purpose of this Code of Ethics is to promote honest and ethical conduct and compliance with the law, as related to the maintenance of the Company’s financial books and records and the preparation of its financial statements. The obligations of this Code of Ethics supplement, but do not replace, the Company’s other policies applicable to directors, officers and employees.
Pursuant to this Code of Ethics, you are expected to:
Any waiver of any of the provisions of this Code of Ethics for directors or executive officers (including the Company’s Chief Executive Officer, Chief Financial Officer, principal accounting officer or controller or persons performing similar functions) may be made only by the Company’s Board of Directors. Any such waiver shall be promptly disclosed in accordance with applicable rules and regulations (including Nasdaq Marketplace Rules).
The Company will take all necessary actions to enforce this Code of Ethics, up to and including immediate dismissal. Violations of this Code of Ethics may also constitute violations of law which may expose both you and the Company to criminal and civil penalties.
If you have any questions about how this Code of Ethics should be applied in a particular situation, you should contact promptly the Company’s General Counsel or one of the members of the Legal Department listed below. In addition, directors, officers and employees of the Company should review the Company’s other policies applicable to them.
Kenneth M. Massaroni, Executive Vice President, General Counsel & Chief Administrative Officer and Company Secretary
Location: Cupertino, California USA
Tel: +1 (408) 658 1280
Regan J. MacPherson, Assistant General Counsel
Location: Cupertino, California USA
Tel: +1 (408) 658 1275
Eric R. Pesik, Associate General Counsel, Asia
Location: Singapore, Singapore
Tel: +65 648 54321
JinGang (Edward) Wu, Contracts Manager, China
Location: Suzhou, China
Tel: +86 512 62735072
David Hasson, EMEA
Location: Dublin, Ireland
Effective 26 April 2012
Where is Seagate headed? How will we get there? What role do employees play in helping the Company meet its goals?
Seagate’s Corporate Values -- People, Customer Success, Excellence, Innovation, Teamwork, Openness, Social Responsibility and Sustained Profitability -- focus on our long-term perspective for leadership and prosperity. These values should inspire us to a level of excellence that maximises value for customers, business partners and shareholders, while supporting our employees and the communities in which our employees live and work. These values are intended to be a foundation to guide our decisions. They are reflected in our business objectives and they represent the global standard against which all our individual and collective actions will be measured.
People are our competitive advantage. Successful individuals are the driving force behind a successful enterprise. Attracting, retaining and motivating the best people will position Seagate at the forefront of the industry.
To maintain this edge our employees must:
Customer success leads to our success. We will provide maximum leverage to our customers through value-added products, services and support.
To create customer success we must:
The pursuit of excellence is not a destination, it is a journey.
To achieve this we must:
We are advocates and instruments of positive change. Being innovative builds competitive advantage and creates new opportunities.
Teams are the catalysts for our ideas and actions. Every team member has the power to influence the group. We treat this power as a privilege and a responsibility. Teamwork is the foundation of an effective, successful, fun environment in which the whole is greater than the sum of the parts.
Team members need to:
Openness facilitates informed decisions, understanding and trust. Sharing information across the organisation facilitates our common goals.
We all need to:
Our business is based on a balanced perspective between short- and long-term vision. We aim to grow the company, to increase our earnings and to enhance our corporate environment through profitable investments.
Our goals are to:
We encourage involvement both inside and outside Seagate.
Our objectives are to:
Seagate’s Corporate Values reflect our longstanding commitment to the highest standards of ethical behaviour.
Upholding our values and maintaining our integrity is everyone’s responsibility at Seagate. Speak up if you are aware of an illegal or unethical situation in the workplace. Talk to your supervisor or HR representative immediately. Or call the toll-free Ethics Helpline to report any of the following violations:
The Helpline is always available and always confidential. Do not wait to make the right call.
From outside the United States, use AT&T Direct Access Numbers to establish a US connection, then dial 1-800-968-4925.
The Board of Directors (the “Board”) of Seagate Technology plc (the “Company”) has adopted the following guidelines to clarify how it exercises its responsibilities. Additionally, these guidelines demonstrate that the Board has the necessary authority and practices in place to review and evaluate the Company’s business operations as appropriate and to make decisions that are independent of the Company’s management.
These guidelines, along with the charters of the committees of the Board, describe the Board’s framework for the governance of the Company. The Board will continue to assess the appropriateness and efficacy of these guidelines, which are subject to change as the Board deems appropriate in the best interests of the Company or as required by applicable laws and regulations. The Nominating and Corporate Governance Committee reviews these guidelines periodically and recommends changes to the Board as appropriate.
Jump to the following sections:
Board Composition/Membership Criteria
. Directors with Significant Job Changes
Committees of the Board
Board and Committee Operations
Board Compensation Programme
I. Board Overview The Board, elected by shareholders, directs and oversees the management of the business and affairs of the Company in a manner consistent with the best interests of the Company and its shareholders. In this oversight role, the Board serves as the ultimate decision-making body of the Company, except for those matters reserved for the shareholders. The Board selects and oversees the members of senior management, who are charged by the Board with conducting the business of the Company. Both the Board and management recognise that the long–term interests of the Company are advanced by addressing responsibly the concerns of other constituencies, including employees, customers, suppliers and the communities in which the Company operates.
B. Board Membership Criteria The Nominating and Governance Committee is responsible for reviewing the qualifications of potential director candidates and recommending to the Board those candidates to be nominated for election to the Board. The Nominating and Governance Committee will consider candidates’ professional experience, recognised achievement in his or her respective field and the willingness to make the required commitment of time and effort. Each director candidate should possess good judgment, strength of character and an independent mind. Each director must also possess a reputation for integrity and personal and professional ethics. The Board has not established term limits. While term limits offer some advantages, the Board believes that any benefit is outweighed by the disadvantage of losing experienced directors who have developed valuable insight into the Company, its operations, strategies, plans and potential. As an alternative to term limits, the Nominating and Corporate Governance Committee reviews the qualifications and contributions of directors in considering whether they should be nominated for re–election to the Board and makes recommendations to the Board regarding whether they should stand for re–election by the shareholders. Shareholders may also nominate directors for election at the Company’s annual general meeting, and the Nominating and Governance Committee will consider these nominations. In addition, under Irish law, shareholders holding not less than 10% of the voting rights may call a shareholder meeting for the purpose of, among other things, considering director nominations.
C. Board Leadership
Chairman of the Board The Board believes that the offices of Chairman and CEO should be held by separate persons, to aid in the oversight of management, unless it is in the best interests of the Company that the same person holds both offices.
Lead Independent Director If the Chairman of the Board is not an independent director, the Nominating and Corporate Governance Committee shall nominate, and the independent directors shall elect, a Lead Independent Director from the Company’s independent directors at their first executive session after each annual meeting of the shareholders. The Lead Independent Director co-ordinates the activities of the other non-management directors, presides over meetings of the Board at which the Chairman of the Board is not present and over each executive session, serves as liaison between the Chairman of the Board and the independent directors, approves meeting schedules and agendas for the Board, has authority to call meetings of the independent directors, and is available for consultation and direct communication if requested by major shareholders. Service as Lead Independent Director will rotate as the Board deems appropriate.
D. Service by Directors on other Boards and other Audit Committees.
Other Public Company Boards: Directors are required to inform the Chairman of the Nominating and Corporate Governance Committee prior to joining the board of another public company, so that any potential conflicts or other issues are carefully considered. Directors are limited to service on four (4) public company boards, in addition to service on the Company’s Board, unless specific approval is obtained from the Board of Directors. Additionally, no member of the Audit Committee may serve on the audit committee of more than three (3) public companies (including the Company) unless the Board of Directors determines that this simultaneous service would not impair the ability of the member to effectively serve on the Committee. The Nominating and Corporate Governance Committee will consider specifically the impact on a director’s ability to discharge his or her duties to the Company and advise the Board. The Company expects all directors to devote sufficient time and effort to their duties as a Company Board member. This factor is considered in the individual director evaluation process.
Service by the CEO on other Boards: Our CEO is limited to service on one public company board, in addition to service on the Company’s Board. The CEO is required to advise the Nominating and Corporate Governance Committee prior to accepting an invitation to serve on the board of another public company. The CEO may not serve on the board of a company at which a director of the Company serves as an officer.
III. Board Responsibilities Shareholders elect the Board to oversee management and to see that the interests of the shareholders are being served. Specifically, the Board performs several valuable functions described below.
IV. Directors Who Change Their Present Job Responsibility. Any director whose affiliation(s) or position of principal employment changes substantially after election to the Board will be expected to submit an offer of resignation as Director to the Nominating and Corporate Governance Committee for its consideration. The Nominating and Corporate Governance Committee will review with the Board the effects of this change upon the interests of the Company, and recommend to the Board whether to accept the resignation. Directors who are also Seagate employees are expected to offer their resignation from the board at the same time they leave active employment with the Company, which shall be subject to acceptance by the Board.
V. Committees of the BoardThe Board oversees all decisions of major importance to the Company. To assist it in governing issues in greater depth, the Board has established four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Finance Committee. Members of the Audit, Compensation, Nominating and Corporate Governance and Finance Committees must meet the independence standards set forth in the NASDAQ Marketplace Rules, as determined by the Board. Additionally, members of the Audit Committee must meet the heightened standards of independence applicable to audit committee members under SEC and NASDAQ rules. Each committee reports to the Board. The Board may add or disband additional committees from time to time, as it deems advisable, for purposes of fulfilling its primary responsibilities.
The Board also considers periodic rotation of committee members and chairs, taking into account the benefits of continuity and experience, and applicable legal, regulatory and stock exchange listing requirements. A director may serve on more than one committee.
Additionally, each committee periodically conducts a review and evaluation of the performance of such committee and its members, including the committee’s compliance with its charter. The Company publishes the committee charters on its website.
Board of Directors (or named Director)
c/o Corporate Secretary
Seagate Technology PLC
38/39 Fitzwilliam Square
Dublin 2 Ireland
Fax: + 353 (0) 1 661 2040
VII. Board Compensation Programme The Company attempts to maintain a fair and straightforward compensation programme at Board level, which is designed to be competitive with the compensation programmes of comparable companies.
The Company’s Compensation Committee recommends and administers the policies that govern the level and form of director compensation, with oversight from the independent directors.
The Company’s Compensation Committee believes that a substantial portion of the total director compensation package should be in the form of Company common shares and share equivalents, in order to better align the interests of the Company's directors with the long–term interests of its shareholders.B. Share Ownership
The Board encourages directors to own Company shares. The Company may establish a policy requiring ownership by directors of a specific number of shares.
Seagate is the worldwide leader in hard disc drives and storage solutions. Here you can find detailed Seagate financial information and news, as well as archives of events.
National Association of Securities Dealers Automated Quotations (NASDAQ).
Computershare Trust Company, Inc., 350 Indiana Street, Suite 800 Golden, CO 80301, USA +1 (800) 962 4284, +1 (303) 262 0600. This contact maintains the following information: Sending stock certificates for transfer, Address changes, General Questions
Seagate's CUSIP number is G7945M 107.
The executive offices are located in Cupertino, California, USA.
Seagate’s fiscal year concludes at the end of the second calendar quarter. Financial results are generally released within three weeks of the end of the quarter.
Please read the latest Form 10-K or Form 10-Q in our US SEC filings section.
11 December 2002.
Ernst & Young, LLP.
The current information is contained in our Form 10-K (filed 19 August 2009). The information is on page 42 as seen below:
For US federal tax purposes, we had cumulative earnings and profits in excess of distributions for our taxable year ended 3 July 2009. As a result, distributions on our common shares to US shareholders during this period were treated as dividend income for US federal income tax purposes. Non-US shareholders should consult a tax advisor to determine appropriate tax treatment.
Distribution History for Seagate Technology
per Ordinary Share
|Type of Distribution|
|12 August 2012||29 August 2012||US$0.32||Dividend|
|2 May 2012||17 May 2012||US$0.25||Dividend|
|15 February 2012||1 March 2012||US$0.25||Dividend|
|3 November 2011||18 November 2011||US$0.18||Dividend|
5 August 2011
26 August 2011
|2 May 2011||1 June 2011||US$0.18||Dividend|
|6 February 2009||20 February 2009||US$0.03||Dividend|
|7 November 2008||21 November 2008||US$0.12||Dividend|
|1 August 2008||15 August 2008||US$0.12||Dividend|
|2 May 2008||16 May 2008||US$0.12||Dividend|
|1 February 2008||15 February 2008||US$0.10||Dividend|
|2 November 2007||16 November, 2007||US$0.10||Dividend|
|3 August 2007||17 August 2007||US$0.10||Dividend|
|4 May 2007||18 May 2007||US$0.10||Dividend|
|2 February 2007||16 February 2007||US$0.10||Dividend|
|3 November 2006||17 November 2006||US$0.10||Dividend|
|18 August 2006||1 September 2006||US$0.08||Dividend|
|5 May 2006||19 May 2006||US$0.08||Return of Capital|
|3 February 2006||17 February 2006||US$0.08||Return of Capital|
|4 November 2005||18 November 2005||US$0.08||Return of Capital|
|5 August 2005||19 August 2005||US$0.08||Return of Capital|
|6 May 2005||20 May 2005||US$0.08||Return of Capital|
4 February 2005
18 February 2005
|Return of Capital|
5 November 2004
19 November 2004
|Return of Capital|
6 August 2004
20 August 2004
|Return of Capital|
7 May 2004
21 May 2004
|Return of Capital|
13 February 2004
27 February 2004
|Return of Capital|
7 November 2003
21 November 2003
|Return of Capital|
8 August 2003
22 August 2003
|Return of Capital|
9 May 2003
23 May 2003
|Return of Capital|
14 February 2003
28 February 2003
|Return of Capital|
The Seagate escrow is no longer outstanding, the last and final distribution payment was made on 21 September 2009. See the attached links for further information. For all questions with respect to this matter, please contact Teri Wyvell of Wells Fargo Corporate Trust at +1 (612) 667 4456 or +1 (866) 631 0175 or William Hibbs, Attorney for the Trust at Dorsey & Whitney, LLP at +1 (612) 340 2663.
For additional details on the VERITAS/Seagate transaction, please click on the following links:
A: No, the ticker will remain STX.
A: Yes. The new CUSIP number is G7945M 107.
A: 3 July 2010
A: The company is now Seagate Technology Public Limited Company, or Seagate Technology plc
A: All common shares of Seagate–Cayman outstanding as of 3 July 2010 shall be cancelled effective as of 3 July 2010 and ordinary shares of Seagate-Ireland shall be issued, on a one share for one share basis, effective 3 July 2010, to the holders of Seagate-Cayman common shares for each Seagate-Cayman common share that has been cancelled, without any action on the part of the shareholders. Computershare Trust Company, N. A., as transfer agent for Seagate-Cayman and Seagate-Ireland, is authorised and instructed to effect the foregoing actions.
A: Seagate-Ireland ordinary shares will be issued in book entry form via Direct Registration and the Seagate–Cayman shares or share certificates will not be required to be submitted in order to receive the Seagate-Ireland shares. Computershare will post a statement evidencing ownership of Seagate-Ireland shares to each eligible shareholder.
A: Please contact Seagate’s transfer agent:
Computershare Trust Company, Inc.
350 Indiana Street, Suite 800
Golden, CO 80301 USA
+1 (800) 962 4284
+1 (303) 262-0600
For more information regarding the reincorporation in Ireland click here:
A: 19 May 2006
A: Under the terms of the merger agreement, Maxtor shareholders will receive a tax-free exchange of 0.37 shares of Seagate common stock for each share of Maxtor common stock.
A: The process of exchanging Maxtor shares for Seagate shares depends on the manner in which you hold your Maxtor shares.
If you hold physical certificates representing shares of Maxtor stock, you will receive a letter of transmittal from Computershare, the exchange agent for the Seagate/Maxtor acquisition. The transmittal letter will detail the procedures for Maxtor stock holders to exchange their certificates for Seagate common stock certificates and to exchange any fractional share for cash.
Please allow approximately two to three weeks from the close date (19 May 2006) to receive your Letter of Transmittal. If you believe that Maxtor and its transfer agent do not have your current address, you have not received a Letter of Transmittal or need an additional Letter of Transmittal, please contact Computershare at +1 (303) 262 0600 or toll free (within the USA) at 800 962 4284 to request a new Letter of Transmittal.
Please note that if you hold shares through a bank or broker you will NOT receive a Letter of Transmittal and do not need to complete a Letter of Transmittal.
If you hold shares through a bank or broker, your bank or broker will handle the conversion of your shares. It is expected that the conversion will take from 5-10 days from the close of the transaction. You do not need to take any action. Please note that some banks or brokers may compute the cash in lieu of fractional shares slightly differently. Please note that if you hold shares through a bank or broker you will NOT receive a Letter of Transmittal and do not need to complete a Letter of Transmittal.
A: This is an all-stock transaction that does not trigger a taxable event under US tax laws.
A: The Maxtor senior convertible notes, both the 2.375% due 2012 and the 6.8% due 2010, will remain outstanding and convertible at the option of the note holders, subject to their terms and conditions. For the 2.375% due 2012, the notes will be convertible into approximately 56.65029 shares of Seagate for each US$1,000 of principal amount of these notes. For the 6.8% due 2010, the notes will be convertible into approximately 30.17329 shares of Seagate for each US$1,000 of principal amount of these notes.
A: The CUSIP number for MXO common stock was 577729.
A: 2 April 2001.
A: Quantum HDD shareholders received 1.52 shares of Maxtor stock for each share of Quantum HDD that they held.
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