Governance

Seagate Technology Code of Ethics for Senior Financial Officers

In addition to the Code of Conduct Policy, this Code of Ethics applies to the Chief Executive Officer, the Chief Financial Officer, and the principal accounting officer or controller or persons performing similar functions (the "Senior Financial Officers") of Seagate Technology plc ("Seagate"). 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 Seagate's financial books and records and the preparation of its financial statements. The obligations of this Code of Ethics supplement, but do not replace, Seagate's other policies applicable to directors, officers and employees.

Executive Summary

This Code of Ethics for Senior Financial Officers (“Code of Ethics”) governs the behavior of certain officers or other persons performing similar functions within Seagate. It charges them with ethical and honest conduct and compliance with the law in the practice of financial management in all aspects of Seagate’s business activities. This Code of Ethics is intended to supplement our 11-1070 Code of Conduct. Senior Financial Officers (as defined below) are expected to adhere to both the 11-1070 Code of Conduct and this Code of Ethics.

Purpose

The purpose of this Code of Ethics is to deter wrongdoing by promoting (a) honest and ethical conduct by our Senior Financial Officers, including the ethical handling of actual or apparent conflicts of interest between personal and professional interests, (b) full, fair, accurate, timely and understandable public disclosures by Seagate; (c) compliance with all applicable laws, rules and regulations; (d) prompt internal reporting of violations of the code to the Chief Legal Officer; and (e) accountability for adherence to this Code of Ethics.

Content

Scope

This Code of Ethics applies to Senior Financial Officers at Seagate and charges them with ethical and honest conduct and compliance with the law in the practice of financial management in all aspects of Seagate’s business activities.

Definitions

“Senior Financial Officers” is defined as the Chief Executive Officer, Chief Financial Officer, principal accounting officer, Controller, Treasurer, and all Vice Presidents and above in the Seagate Finance Department.

“Seagate” means Seagate Technology plc and its affiliates and subsidiaries.

“SEC” means the U.S. Securities and Exchange Commission.

Details

In addition to the 11-1070 Code of Conduct, this Code of Ethics applies to the Senior Financial Officers of Seagate. The purpose of this Code of Ethics is to promote honest and ethical conduct and compliance with the law in the practice of financial management in all aspects of Seagate’s business activities. The obligations of this Code of Ethics supplement, but do not replace, Seagate’s other policies applicable to directors, officers and employees.

Pursuant to this Code of Ethics, the Senior Financial Officers are expected to:

  1. Engage in and promote honest and ethical conduct, including the ethical handling of actual, potential, or perceived conflicts of interest between personal and professional interests, and to disclose to Seagate’s Chief Legal Officer any material transaction or relationship that reasonably could appear to be or be expected to actually or potentially give rise to a conflict.
  2. Carry out their responsibilities honestly, in good faith, and with integrity, due care,and diligence, exercising at all times the best independent judgment.
  3. Assist in the production of full, fair, accurate, timely, and understandable disclosure in reports and documents that Seagate files with or submits to all applicable regulatory bodies, including the SEC, and in other public communications made by Seagate. Senior Financial Officers are prohibited from knowingly misrepresenting or omitting, or causing others to misrepresent or omit, material information about Seagate to others, including Seagate’s independent auditors.
  4. Comply with applicable laws, rules and regulations of federal, state and local governments and other private and public regulatory agencies applicable to Seagate’s business operations and its financial reporting.
  5. Promptly report, openly, confidentially, or anonymously, to the Audit Committee of Seagate’s Board of Directors or the Chief Legal Officer:
    1. a.  any questionable accounting, internal accounting controls, or auditing matters;
    2. b.  any fraud or suspected fraud that involves management or other employees who have a significant role in Seagate’s financial reporting, internal controls or disclosure;
    3. c.  any noncompliance with applicable laws, rules and regulations, the Code of Business Conduct or this Code of Ethics;
    4. d.  any significant deficiencies in the design or operation of internal controls that could adversely affect Seagate’s ability to record, process, summarize, and report financial data; or
    5. e.  any retaliation against employees and other persons who make good faith allegations regarding the matters in this Code of Ethics.
  6. Never take, directly or indirectly, any action to coerce, manipulate, mislead, or fraudulently influence Seagate’s independent auditors in the performance of their audit or review of Seagate’s financial statements.
  7. Be accountable for adherence to this Code of Ethics, both by yourself and by other Senior Financial Officers of Seagate.

Waivers of this Code of Ethics must be approved by the Board of Directors or its designated committee. Waivers of the Code of Ethics will be disclosed promptly to Seagate’s shareholders as required by law.

Seagate 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 that may expose both the Senior Financial Officer and Seagate to criminal and civil penalties.

Seagate encourages all directors, officers and employees to promptly report any suspected violations of this Code of Ethics. Reporting may be done through any avenue available, including:

  1. in writing to the Chief Legal Officer, c/o Seagate Technology, 47488 Kato Road, Fremont, CA 94538, or by emailing ethics@seagate.com;
  2. in writing to the Chair of the Audit Committee, c/o Seagate Technology, 47488 Kato Road, Fremont, CA 94538; or
  3. by calling the Seagate’s Ethics Helpline, 1-800-968-4925, or using the Seagate Ethics Helpline website, https://seagate.alertline.com, both of which are available 24 hours a day.

The reports should be factual rather than speculative or conclusory, and should contain as much specific information as possible to allow for proper assessment. In addition, the reports should contain sufficient corroborating information to support the commencement of an investigation, including, for example:

  • the names of individuals suspected of violations,
  • the relevant facts of the violations,
  • how the person became aware of the violations,
  • any steps previously taken by the person who may be harmed or affected by the violations, and,
  • if applicable, to the extent possible, an estimate of the misreporting or losses to Seagate as a result of the violations.

No one will be subject to, and Seagate will not tolerate any, retaliation for reports in accordance with or complaints regarding suspected violations of this Code of Ethics that were made in good faith.

If you have any questions about how this Code of Ethics should be applied in a particular situation, you should promptly contact Seagate’s Chief Legal Officer or one of the members of the Legal Department listed below.

Compliance Officers

Kate Schuelke, Chief Compliance Officer

Senior Vice President, Chief Legal Officer and Corporate Secretary

Location: Fremont, California USA
Tel: (510) 661-1976
Email: kate.schuelke@seagate.com

Laurie Webb, Regional Compliance Officer - Americas

Vice President – Legal, Compliance & Government Relations

Location: California USA
Tel: (510) 661-1976
Email: laurie.webb@seagate.com

David Hasson, Regional Compliance Officer – EMEA

Associate General Counsel

Location: Dublin, Ireland
Tel: 353-1-234-3139
Email: david.hasson@seagate.com

Anu Gandhi, Regional Compliance Officer – ASEAN

Senior Corporate Counsel

Location: Singapore, Singapore
Tel: 011-65-6807-7200
Email: anu.gandhi@seagate.com

Tracy He, Regional Compliance Officer – China

Senior Corporate Counsel

Location: China
Tel: 86 010 58751909
Email: tracy.xy.he@seagate.com