Code of Business Conduct and Ethics

Concur operates its business under our Code of Business Conduct and Ethics. Personal and corporate integrity is a core value at Concur Technologies, Inc. All directors, officers, and employees of Concur are responsible for complying with this Code and other policies of the company. Anyone who violates this Code may be subject to disciplinary action, up to and including termination of employment and, in appropriate cases, civil action or referral for criminal prosecution.

I. OVERVIEW

Personal and corporate integrity is a core value at Concur Technologies, Inc. This Code of Business Conduct and Ethics has been adopted by the Board of Directors to express the expected standards of business conduct and principles of ethical behavior that support this core value. All directors, officers, and employees of Concur (collectively, “we”, “us”, or “our”) are expected to be familiar with this Code and are required to comply with its provisions.

The integrity and reputation of Concur depends on our collective and individual honesty, fairness, and integrity. Each of us is responsible for applying common sense and high personal ethical standards in making business decisions where there is no stated guideline in this Code or any other Concur policy. This Code addresses conduct that is particularly important to proper dealings with third parties in the marketplace, our company, and our stockholders, and is intended to supplement and be read in conjunction with all other policies of Concur.

In complying with this Code, we should consider not only our own conduct, but also that of our family members and others who live in our households, because their activities may create ethical issues if they involve Concur business. For example, acceptance of inappropriate gifts by a family member from one of Concur’s suppliers could create a conflict of interest and result in a Code violation.

This Code describes guidelines and available compliance resources. In addition, each of us is encouraged to ask questions about conduct that may violate this Code, to voice concerns, or to clarify any terms of this Code. Each of us should be alert for potential violations of this Code by others and should report suspected violations without fear of retaliation. Anyone who violates this Code may be subject to disciplinary action, up to and including termination of employment and, in appropriate cases, civil action or referral for criminal prosecution.

Anyone with a question about the application of this Code may seek the advice of a manager, Concur Human Resources, or the Concur General Counsel.

II. OUR COMMITMENT REGARDING CONCUR BUSINESS DEALINGS

Concur is committed to acting lawfully and ethically in its business dealings in the marketplace and in its relationships with governments, regulatory bodies, business partners, customers, suppliers, and vendors. In this regard, we will:

  • Comply with applicable laws, regulations, and other rules in every jurisdiction in which Concur operates;
  • Market Concur’s products and services lawfully and ethically; and
  • Gather business intelligence properly.

Compliance with Laws

All of us are required to comply with all applicable laws, regulations, and other rules of every jurisdiction in which Concur operates, and to comply with the terms of this Code and all other policies of Concur. Some U.S. laws, rules, and regulations extend to our activities outside of the United States, including:

  • United States Foreign Corrupt Practices Act, which prohibits directly or indirectly giving anything of value to a government official to obtain or retain business or favorable treatment, and requires the maintenance of accurate books of account, with all company transactions being properly recorded;
  • United States export controls, which restrict travel to designated countries and prohibit or restrict the export of goods, services, or technology to designated countries, companies, or individuals from the United States, or the re-export of U.S.-origin goods from country of original destination to such designated countries, companies, or individuals;
  • United States embargoes, which restrict or, in some cases, prohibit companies and their subsidiaries and employees from doing business with certain other countries, companies, and individuals identified on a list that changes periodically; and
  • Antiboycott compliance, which prohibits U.S. companies from taking any action that has the effect of furthering or supporting a restrictive trade practice or boycott that is fostered or imposed by a foreign country against a country friendly to the United States or against a U.S. person.

Each of us is responsible for acquiring the appropriate knowledge of the requirements relating to our duties to enable us to recognize potential dangers and to know when to seek advice regarding legal compliance issues. No illegal or unethical act is justified by claiming that a superior ordered it or that we did not know that the act was improper.

Gifts and Entertainment

Business gifts and entertainment are meant to create goodwill and positive working relationships and not to gain improper advantage with customers or facilitate favorable treatment from governmental officials. In addition, with respect to third parties with whom we transact business, each of us is expected to respect such parties’ known policies that are intended to provide guidance with respect to acceptance of gifts, entertainment, or other business courtesies by their employees.

Accordingly, gifts or entertainment may be offered, provided, or accepted by us only if they meet all of the following criteria:

  • They are consistent with accepted business practices in the United States;
  • They are of sufficiently limited value, and in a form, that will not be construed as a bribe or kickback;
  • They do not consist of cash or cash equivalents such as stock or other forms of marketable securities of any amount;
  • They do not violate any applicable law, regulation, or rule;
  • They do not violate any known policy of the third party with whom we are transacting business with respect to acceptance of gifts, entertainment, or other business courtesies by their employees; and
  • Public disclosure of the gift or entertainment would not damage the integrity or reputation of Concur.

This requirement applies to our transactions everywhere in the world, even where the practice is widely considered “a way of doing business.” Under certain laws, such as the United States Foreign Corrupt Practices Act, giving anything of value to a government official to obtain or retain business or favorable treatment is a criminal act subject to prosecution and conviction.

Marketing Integrity

At Concur, we are committed to fair competition. Among other things, this means abiding by all laws that apply to our marketing activities. Under these laws, it is illegal to use unfair methods of competition or unfair or deceptive practices in commerce, including:

  • False or misleading advertising, or any other form of misrepresentation made in connection with sales;
  • Bribery of competitors’ or customers’ employees; and
  • Untruthful comments about competitors’ products.

Business Intelligence

Concur strives to outperform its competition fairly and honestly. Generally, we are free to gather and make use of public information in conducting our business, including sources such as Web sites, published articles, price bulletins, advertisements, brochures, public presentations, market analysts, and customer conversations. However, we should only accept business information about others when we believe that the receipt and use of it are lawful and ethical, and do not violate any confidentiality obligations. Concur prohibits the acquisition or possession of confidential information of other persons or businesses through improper or unethical means, or inducing improper disclosure of such information from persons who are obligated to maintain its confidentiality, even if motivated by an intention to advance our interests. Anyone with a question about the legality of proposed information gathering, and anyone who has received information by mistake that may constitute another party’s confidential information, should contact the Concur General Counsel.

III. OUR COMMITMENT TO OUR COMPANY AND STOCKHOLDERS

Concur is committed to pursuing sound growth and earnings goals. We will operate in the best interests of the company and our stockholders, be forthright about our operations and performance, and exercise care in the use of our assets and resources. In this regard, we will:

  • Keep accurate and complete books and records;
  • Provide full, fair, accurate, timely, and understandable disclosure in reports and documents that Concur submits to the United States Securities and Exchange Commission or in public statements;
  • Act in the best interests of the company;
  • Safeguard confidential, proprietary, and personal information; and
  • Protect and make proper use of company assets.

Books and Records; Financial Integrity; Public Reporting

Concur is committed to preparing and maintaining accurate and complete books and records. The integrity of our records and public disclosure depends on the validity, accuracy, and completeness of the information supporting the entries to our business records and our financial statements. Our records serve as a basis for managing our business and are important in meeting our obligations to customers, suppliers, creditors, employees, and others with whom we do business.
Accordingly, Concur requires that:

  • All transactions must be executed in accordance with Concur policies and procedures;
  • The terms of sales and other commercial transactions will be reflected accurately in the documentation for those transactions and all such documentation will be reflected accurately in our books and records;
  • No entry will be made on our books or records that is intended to hide or disguise the nature of any transaction, commitment or liability, or to misclassify any transaction account or accounting period; and
  • We must comply with our system of internal controls for financial reporting.

In addition, we rely upon our business records and financial statements to produce reports for our management, stockholders, creditors, and governmental authorities, including reports that we file with the United States Securities and Exchange Commission, and other public statements. These reports and statements must provide full, fair, accurate, timely, and understandable disclosure and fairly present our financial condition and results of operations. All of us who are involved in the preparation and review of these reports and statements should strive to ensure that our financial disclosure is accurate and complete. Accordingly, Concur requires the following:

  • We will not take or authorize any action that would cause our financial disclosure to fail to comply with generally accepted accounting principles or the rules and regulations of the United States Securities and Exchange Commission or other applicable laws, regulations, or rules;
  • We will comply with our disclosure controls and procedures and take any other necessary steps to ensure that information that may be required to be disclosed by Concur under applicable securities laws is communicated, reviewed, discussed, and evaluated in a timely manner;
  • We will cooperate fully with our independent auditors and the Audit Committee of the Board of Directors in their review of our financial statements and disclosure documents, and will not interfere with the Audit committee’s responsibility for the appointment, compensation, and oversight of the work of our independent auditors;
  • We will cooperate fully with our Accounting and Legal Departments, respond to their questions with candor, and provide them with complete and accurate information to assist in ensuring that our business records and financial statements, as well as our reports filed with the United States Securities and Exchange Commission and other public statements, are accurate and complete; and
  • We will not knowingly make (or cause or encourage any other person to make) any false or misleading statement in any of our reports filed with the United States Securities and Exchange Commission or knowingly omit (or cause or encourage any other person to omit) any information necessary to make the disclosure in any of our reports accurate in all material respects.

Anyone who becomes aware of any violation of this policy must immediately contact the Concur General Counsel.

Conflicts of Interest

We are expected to devote our best efforts to the interests of Concur. Any transaction that creates a conflict between our personal interests and the interests of Concur is prohibited, unless it has been specifically authorized pursuant to Concur’s policies and procedures. Even the appearance of a conflict of interest where none actually exists can be damaging and should be avoided.

It is not possible to specify every action that might create a conflict of interest. However, the following are examples of situations that often involve a conflict of interest:

  • Owning a financial interest in, or serving in a business capacity with, an outside enterprise that does business with Concur (or seeks to do so) or is in competition with Concur. A passive investment of less than 1% in a publicly-held company should not create a conflict of interest, so long as such interest is not so large that it would affect a reasonable person’s judgment on behalf of Concur.
  • Serving as a director or officer of a Concur competitor, or engaging in any activity that is intended to, or would reasonably be expected to, advance a competitor’s interest to Concur’s detriment.
  • Using one’s position at Concur to influence a decision by Concur that may result in personal gain by that person or an immediate family member, including receipt of improper benefits from Concur.
  • Accepting (or an immediate family member accepting) a gift, payment, or service from anyone who does or seeks to do business with Concur, if the gift, payment, or services might be seen as an effort to influence a Concur business decision (also refer to the section above entitled “Gifts and Entertainment” for more information).
  • Using Concur confidential information for personal gain or an immediate family member’s gain, or taking opportunities that are discovered through the use of Company information, property, or one’s position for personal gain or an immediate family member’s gain.
  • Conducting business for another enterprise during our normal working hours or using Concur property to conduct business for another enterprise.

Managers may not authorize conflict of interest transactions without first obtaining the approval of Concur Human Resources and the Concur General Counsel. Directors and officers may not engage in any conflict of interest transactions without first obtaining the approval our Board of Directors.

Confidential and Proprietary Information

One of our most important assets is our confidential and proprietary information. Each of us is required to comply at all times with the terms of the confidentiality agreement that we signed with Concur. Each of us is obligated to maintain the confidentiality of Concur confidential information, even after our employment or other association with Concur ends. Any violation of confidentiality may seriously injure Concur and its business. Confidential information may include technical information, product architecture, source codes, product development ideas and inventions, financial information, business plans or projections, marketing information, customer lists, pricing strategies, customer information, personnel data, and any other information pertaining to the past, present, or future business operations or financial condition of Concur.

Our customers, suppliers, and business partners also entrust Concur with important information relating to their businesses. Except when disclosure is authorized or legally mandated, we must maintain the confidentiality of this information. In safeguarding the information received, we earn the respect and further trust of our customers, suppliers, and business partners.

In addition, each of us may have access to personal information about others. We are required to keep all such information strictly confidential. Do not share it with anyone who does not have a business need to know the information within Concur.
Anyone with questions about the treatment of confidential information should contact the Concur General Counsel.

Inside Information

At Concur, we take compliance with applicable securities laws very seriously. Under the United States securities laws, each of us is required at all times to refrain from purchasing or selling securities (for example, stocks or bonds) of a publicly-traded company, including Concur, at any time that we are in possession of “material non-public information” about that company. Similarly, we are required to refrain from furnishing “material non-public information” about a company to anyone else so that they can buy or sell that company’s securities. Generally, “material information” includes any information that a reasonable investor might consider useful in deciding whether to buy, sell, or hold securities, and “non-public” information includes all information until it has been widely disseminated to the public, such as by press release or filing with the United States Securities and Exchange Commission.

In addition, we are required to comply with the terms of our Insider Trading Policy, which prohibits us from using or disclosing “material non-public information” about Concur to effect trades in Concur securities. It also specifies certain “blackout periods” in which we are always precluded from trading in Concur securities.

Anyone with questions about the use of material non-public information or our Insider Trading Policy, should contact the Concur General Counsel.

Protection and Proper Use of Company Assets and Resources

Each of us is responsible for protecting Concur’s assets and ensuring their efficient use. Theft, carelessness, and waste have a direct impact on our business. Our assets include not only tangible property, such as computer equipment, telecommunications and other electronic communications equipment, furniture, supplies, and cash, but also intangible property, such as software, trademarks, copyrights, patents, and other proprietary information and know-how. Our assets are expected to be used only for legitimate business purposes, although incidental personal use may be permitted under Concur’s policies. We should be mindful that Concur retains the right to access, review, monitor, and disclose any information transmitted, received, or stored using Concur’s assets, with our without our, or any third party’s, knowledge or consent.

IV. COMPLIANCE WITH THIS CODE

Acting with Integrity

Each of us has the personal responsibility to know and understand this Code and the other policies of Concur relevant to his or her position. Overall, Concur fosters an environment in which legal and ethical issues and concerns can be raised and discussed with Concur management without fear of retaliation. Concur managers are responsible for actively encouraging employees to voice concerns, questions, and issues relating to legal and ethical compliance and for resolving any issues in a timely manner. The following is a simple guide for acting responsibly in any work situation:

  • Know our policies and the law: We are expected to know and understand this Code, the other policies of Concur, and the laws that apply to our specific position and level of responsibility. Please take the time to become familiar with these important requirements.
  • Ask questions: If you are not sure whether a Concur policy or legal requirement applies, or whether it exists at all, ask. Our Concur compliance resources described below are here to help you.
  • Don’t make assumptions: Do not assume that Concur management “already knows” or “doesn’t care about this issue,” or that no action will be taken. Concur is committed to ensuring that our standards of legal and ethical behavior are upheld. Concur management wants to know if a situation needs attention.
  • Don’t ignore violations: We all need to take our obligations under applicable law or Concur policies seriously. If you believe that someone may be violating a law or policy, you have a responsibility to report it. Please take the appropriate steps to address the situation.
  • Help improve our controls and processes: Some violations may not be easy to detect within our current controls and processes. If you have a suggestion for improvement, please do not hesitate to let Concur management know about it.
  • Don’t be pressured: We are never expected to violate a law or Concur policy, nor should any of us ever feel encouraged or pressured to do so. Always act with integrity.

Compliance Resources

Concur has an open communication practice. We are all encouraged to discuss any potential or actual violation, or any other matter relating to this Code, with the following compliance resources:

  • Concur Managers: For most of us, our most immediate resource is our manager. He or she may have the information you need, or may be able to refer the question to another appropriate resource. There may, however, be times when you prefer not to go to your manager. In these instances, please feel free to discuss your concerns with our other resources described below.
  • Concur Human Resources: Our Human Resources staff is available to discuss any matter relating to this Code at any time.
  • Concur General Counsel: Our General Counsel is another key resource for any compliance matter relating to this Code. In addition, as specified in this Code, several of our policies require immediate consultation with our General Counsel.
  • Concur’s Anonymous and Confidential Compliance Hotline: In addition to the resources described above, Concur maintains a toll-free Concur Compliance Hotline at 1-866-537-4639, or 402-517-3594, both are available 24 hours a day, 7 days a week, for those who wish to report an actual or suspected violation of this Code or report any problem or suspected problem with Concur’s accounting, accounting policies, internal accounting controls, or auditing matters. You may call the Concur Compliance Hotline number anonymously if you prefer, as it is operated by an independent third-party vendor and is not equipped with caller identification. Calls to the Concur Compliance Hotline will not be traced. Information received through the Concur Compliance Hotline will be forwarded to the Concur General Counsel and, depending on the subject matter of the report, members of our Board of Directors or an applicable committee of the Board. However, please keep in mind that Concur may not be able to obtain follow-up details from anonymous calls that may be necessary to investigate an anonymously reported matter.

Reporting Potential or Actual Violations

Each of us is responsible for reporting all actual or suspected violations of this Code, whether intentional or unintentional, to one of the available compliance resources specified above. In such case, we are expected to promptly provide the resource with a specific description of the actual or suspected violation, including any information that may be relevant to the situation. Regardless of which compliance resource we choose, we should provide all relevant information without fear of retaliation. Concur will take prompt disciplinary action, up to and including termination of employment as appropriate, against any employee who retaliates against another who conscientiously reported an actual or suspected violation in good faith.

Any compliance resource receiving a reported actual or suspected violation of this Code must promptly report it to the Concur General Counsel, who will investigate all reported possible Code violations promptly. Each of us is required to cooperate with any such investigation and to maintain the confidentiality of investigative information, unless specifically authorized by the Concur General Counsel or required by law. As appropriate, the Concur General Counsel will consult with Concur management, the Concur Human Resources department, members of our Board of Directors or an applicable committee of the Board, and/or outside advisors.

If an investigation indicates that a violation may have occurred, Concur will take such action as it believes to be appropriate under the circumstances. If it is determined that an employee is responsible for a Code violation, he or she may be subject to disciplinary action up to and including termination of employment and, in certain cases, civil action or referral for criminal prosecution. Appropriate action may be taken to deter any future Code violation.

Confidentiality

It is essential that we feel secure in reporting actual or suspected violations of this Code. Thus, confidentiality is a priority and every effort will be made to protect the identity of those who have made reports or become involved in any resulting investigation. In some instances, however, it may not be possible or appropriate to keep identities confidential because of the demands of conducting a thorough investigation or because of legal requirements. Anyone wishing to ensure confidentiality of his or her report should place it through the Concur Compliance Hotline.

Waivers

Any waiver of this Code for members of the Board of Directors, executive officers, or senior financial officers (such as our Chief Financial Officer, Controller, or any other person performing similar functions) of Concur may be authorized only by our Board of Directors and will be promptly disclosed to stockholders as required by applicable laws, regulations, and rules. Any waiver of this Code for any other employee may be authorized only by the Concur General Counsel.

Additional Information

This Code is intended to be read in conjunction with, and be supplemental to, all other Concur policies, including the Concur policies specified in the Concur Employee Handbook. It does not describe all applicable laws or Concur policies, or give full details on any individual law or Concur policy. This Code may be modified or eliminated by Concur at any time. The most current version of this Code is available for review on the Concur intranet portal. The contents of this Code do not constitute the terms of a contract of employment, and nothing contained herein shall be construed as a guarantee of continued employment – employment at Concur is on an at-will basis.