To ensure that our employees understand the importance of doing business with integrity, Seagate has a Code of Business Conduct and Ethics and Guidelines for International Integrity and Ethics in Our Worldwide Business Operations, which summarize the company’s ethical standards and key policies in such areas as insider trading, conflicts of interest, fair dealing, and more.

• Introduction
• Ethics Today
• Ethics in our Workplace
• International Ethics
• Ethical Expectations and Responsibilities
• Ethical Management

Introduction

This document summarizes Seagate’s worldwide ethical standards and key relevant policies. These standards and guidelines are being made available to all Seagate employees, because the pace and complexity of modern business activity can sometimes make it difficult to know what is appropriate and inappropriate and where to go for answers. In the spirit of our Corporate Values, and in the interest of maintaining our industry leadership, these guidelines will clarify ethical issues and help you resolve ethical situations. For a summary of some of the most important issues about our policies and procedures, please see the following section on Seagate’s Ethical Standards of Conduct.

Seagate strongly believes that good ethics is good business. Our commitment to ethical business practices supports our commitment to quality and total customer satisfaction. If we continue to promote a working environment of open communications, where fair and honest decisions and actions are encouraged and supported, every one of us will win: Seagate employees, our customers, suppliers, shareholders, families and all our worldwide communities.

Reporting Violations of the Law or Company Policy

Seagate is serious about its ethical standards and its reputation as a global company operating with international integrity.

The Company's General Counsel has been designated as the Seagate Ethics Officer, with responsibility for ensuring that reported violations are promptly investigated. To aid in this process, Seagate has established an ethics "help line" at 1-800-968-4925 which any employee may call 24 hours per day, 7 days per week for purposes of reporting suspected violations of the law or Company Policy; additional information on accessing the Ethics Hotline from outside the U.S. may be obtained at Seagate Ethics Hotline. Such reports may be made on an anonymous basis. The Company does not permit retaliation of any kind for good faith reports of violations of the law or Seagate policy.

Our success is dependent on the integrity and ethical decisions of our employees. That’s why it’s critical that all employees know and understand our company policies concerning the ethical issues they can encounter on the job.

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Ethics Today

What is ethics?

When we talk about ethics at Seagate, we are talking about relationships built upon trust and integrity. What we’re talking about is more than just following the law. It means doing what’s right for the company, its employees, customers, suppliers, and shareholders. And, because Seagate is truly a global company, it means following consistent ethical standards on a worldwide basis.

Why is ethics so important today?

Because Seagate is among the 500 largest industrial corporations in the world, we must truly operate on an international scale. We have a broad customer base and thousands of suppliers. We are the heart of a network that works and thrives on business relationships. Our suppliers and customers expect us to set high ethical standards that are international in scope. Today, consistent ethical standards are more important to our international business than ever before.

Why are companies and employees so concerned with ethics?

There is a close relationship between ethics and business efficiency. Companies, management and employees have direct incentives for maintaining high ethical standards.

High ethical standards create a healthy working environment within the company. Employees develop loyalties and feelings of professional responsibility to companies with high ethical standards , and they take pride in the success of their companies. Companies with high ethical standards suffer fewer losses to employee theft and also litigate fewer product safety, harassment or discrimination cases. Ethical companies develop close relationships with their customers and suppliers.

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Ethics in our Workplace

How is ethics involved in our jobs?

Seagate employees face ethical situations every day. Decisions about recording of work time, for example, as well as use of company supplies and equipment, insider trading, software copying, expense reporting, communications with competitors, and relations with suppliers all can pose both legal and ethical situations.

Recognizing these situations is a matter of awareness. Some are readily apparent and can be easily resolved. Many are covered directly in our company policies and procedures. However, many situations fall into a “gray” area, where the problem and its resolution are not always obvious.

What prevents people from behaving ethically?

Some people rationalize their way around an ethical situation because they don’t want to assume responsibility for ethical behavior. If you hear some of the following rationalizations, you probably are facing a situation involving ethics:

• “But everybody does it!”
• “I’m not really hurting anybody.”
• “It’s just a friendly gesture.”
• “That’s just the way the system works.“
• “I didn’t know it was against policy.”

Do not allow such rationalizations to be your guide in resolving any ethical situations you may face in your job.

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International Ethics

How does ethics apply to international business operations?

Every business must determine its standards in the global marketplace. Once these standards are determined, they must be clearly communicated to employees and enforced. Without clear standards, we place employees, the company, and its reputation at risk.

Not all U.S. laws or company policies should be followed or implemented in other countries. It is important to remember that other countries and some international organizations may have other regulations that must be followed. Differences in business practices, customs, or cultures may increase the number of conflicting obligations that employees face and therefore make it difficult to determine the correct ethical course of action. Local management and Human Resources are charged with making local policies and practices clear to employees.

Companies must effectively communicate guidelines and policies to employees that will assist them in balancing the conflicts between company policies and business situations, whether in the U.S. or in the international market. Although laws, customs, and standards may vary in other countries, honesty, fairness, and integrity must always serve as our foundation.

How does Seagate implement international ethical standards?

At Seagate, we have a U.S. Human Resources policy and procedures database that serves as the baseline guide for our worldwide operations. Sites in Singapore, Thailand, Malaysia and Europe have developed their own policies and procedures based on the U.S. guidelines and local country requirements. In addition, we have corporate finance policies, and corporate standard operating procedures for environmental, health, safety, communications and security issues that apply to our worldwide locations.

We have adopted some consistent worldwide ethics policies to serve as guidelines for employees, customers and suppliers. These policies, which are outlined in this document, are consistent with policies that many other international companies have implemented.

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Ethical Expectations and Responsibilities

What can employees expect from Seagate?

Every employee has the right to expect Seagate to conduct its business according to high ethical standards. These standards help establish trusting relationships among employees, management, customers, suppliers and stockholders. Over the years, Seagate has developed policies and procedures to cover many of the ethical situations employees face in their jobs. Employees can expect the company will continue to establish and enforce high ethical standards throughout its worldwide operations.

What are our responsibilities as employees?

All employees have the fundamental responsibility to act in Seagate’s best interests while insuring that their conduct is of the highest ethical standards. And we must make the extra effort to act in a manner that reflects positively on every employee.

Our success depends on the integrity and judgment of our employees. Employees’ judgment must be free from influences that would lead to decisions or actions that are not in the company’s best interests. For this reason, Seagate requires disclosure of certain types of conflicting or even potentially conflicting interests. Guidelines such as these are designed to preserve employees’ ability to think clearly and make decisions that benefit the company when they are on the job.

Employees constantly meet situations that test their ability to make ethical decisions. Whether it is a relative seeking a job, a supplier wanting favorable treatment, or an opportunity to use inside information to trade in Seagate’s stock, these situations can arise repeatedly. Employees who recognize their responsibility to make an ethically sound decision and know the resources available to them are better prepared to handle serious situations that might put themselves and the company at risk.

What are the consequences of violating Seagate’s policies?

Any employee who violates Seagate’s ethical standards is subject to disciplinary action, including termination, according to company policy. Employees should also be aware that certain violations of company policy may lead to individual prosecution and, upon conviction, to fines and/or imprisonment.

What if we witness another employee violating the company’s policies?

All employees have a responsibility to inform management immediately of potential violations of company policy. Management can then investigate the situation and take action, if necessary. Ethical situations that are not addressed early can lead to more serious problems to the company, employees, customers, or suppliers. Failure to report violations may constitute a violation of policy.

As described above, the Company has established an ethics “help line” at 1-800-968-4925, which any employee may call 24 hours per day, 7 days per week of reporting suspected violations of the law or Company policy. Such reports may be made on an anonymous basis. The Company does not permit retaliation of any kind for good faith reports of violations of the law or Seagate Policy.

What are our internal resources to resolve ethical situations?

All Seagate employees are encouraged to ask questions until they are satisfied that their ethical situations have been resolved. Much of the gray area between right and wrong can be eliminated by taking the time to sort out the situation. The most effective way to handle ethical situations is to discuss them frankly and openly with peers and supervisors.
Your best and most convenient internal resource is your immediate supervisor, who is generally closest to the situation. Your supervisor should also have a copy of the local policies and procedures manual.

The Open-Door Program

Seagate’s Open-Door Program, which is a worldwide policy, is another resource for resolving ethical situations. This program allows employees access to management personnel, beyond their immediate supervisor, to resolve any workplace concerns.

Human Resources Representatives

Employees who cannot resolve an issue with their supervisor or local managers should contact a human resources representative, who can resolve ethical situations and clarify the company’s ethics policies.

Remember, keep asking questions until you are satisfied that you have a proper resolution and are confident it is consistent with Seagate policy and ethical standards.

Is there an “ethics check” to help resolve ethical situations?

An “ethics check” can help sort out ethical situations. Ask yourself the following questions:

• Is the action legal?
• Is it within company guidelines or policy limitations?
• If it were published in the newspaper, would you still do it?
• Is this a sound business decision?

If you answer “no” to any of the questions, then you may have resolved the situation. If you know it’s wrong, don’t do it. If you are not sure, ask your supervisor. Discuss the matter openly and honestly until you get a resolution.

It’s important that you sort out ethical situations carefully before you act. It’s also important that you keep your manager informed by opening up the issue for discussion.

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Ethical Management

How important is management in establishing an ethical environment?

Supervisors and managers must work to create candor in the workplace, a safe atmosphere, and an empowering environment where the employee feels secure in bringing up the tough issues, without fear of retribution.

When you adopt this approach, the pressure to engage in unethical business practices is significantly reduced, while trust and teamwork are greatly enhanced.

How can management serve as a positive ethical role model?

All levels of management must “walk the talk” and demonstrate model ethical behavior. Nothing is more powerful for employees than seeing their managers behave according to their expressed values and standards; nothing is more devastating to the development of an ethical environment than a manager who violates the organization’s ethical standards. Managers must set the highest ethical standards through their own leadership.

Managers should ask themselves these questions to evaluate how well they reinforce ethical behavior:

• Do I provide ethical leadership by personal example?
• Do I earn the trust and respect of others?
• Do I ensure that unethical behavior is not tolerated or ignored?
• Do I encourage the sincere discussion and resolution of ethical problems?
• Do I set goals that tempt people into unethical compromises or improper shortcuts?

How can management eliminate unethical behavior on the job?

Even good employees are sometimes tempted into unethical behavior because they think that is what management expects of them.

You must take an active, personal role in making employees aware of the organization’s ethical standards so that they understand how the organization defines its expectations of right or wrong. Equally important, your employees must believe that you will support them when they act within those standards and that you will discipline those who violate ethical standards.

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