Code of Business Conduct and Ethical Policy

Updated August 2024

1. INTRODUCTION

Akeyless Security Ltd. (collectively with its subsidiaries and affiliated companies the “Company”) has adopted this Code of Business Conduct and Ethical Policy (“Code”). This Code, which may be updated periodically, applies to all directors, officers, and employees (each, a “Employees”) of the Company. The Code aims to:

Promote honest and ethical behavior, particularly in handling actual or perceived conflicts of interest between personal and professional relationships.
Ensure full, fair, accurate, timely, and understandable disclosure in reports and documents filed with or submitted to Company’s management or relevant authorities.
Foster compliance with all applicable laws, rules, and regulations.
Deter misconduct; and
Mandate prompt internal reporting of any breaches and ensure accountability for adherence to this Code.

When in doubt, Employees are encouraged to seek guidance and express any concerns they may have regarding this Code. Questions regarding these rules and policies should be directed, and concerns or possible violations of these rules and policies should be promptly reported, to the Chief Financial Officer of the Company (for the purpose of this Code, “Compliance Officer”).

This Code does not replace any employment contract to which an employee is party and does not in any way constitute a guarantee of continued employment with the Company. In the event of explicit inconsistency between this Code and the individual employment agreements and other agreements between the Company and its employees, officers and directors, such individual agreements shall prevail. In addition, certain matters covered by this Code are also regulated by applicable law. The provisions of this Code are in addition to any applicable law and subject to any such law.

2. HONEST, ETHICAL AND FAIR CONDUCT

Every Employee must act with integrity, which includes being honest, fair, and candid. Integrity prohibits deceit, dishonesty, and prioritizing personal gain over the Company’s interests. Employees must:

Maintain honesty and confidentiality where required.
Follow all applicable laws, rules, and regulations.
Adhere to accounting and auditing standards to ensure accurate and complete records.
Uphold high ethical standards and avoid unlawful or unethical practices.
Treat customers, suppliers, competitors, and colleagues fairly.
Avoid manipulation, concealment, and misrepresentation.

3. AVOID ANY CONFLICT OF INTEREST

Employees must avoid actual or apparent conflicts of interest unless approved by the Board. Conflicts extend to immediate family and close relatives. Examples include:

Significant ownership interest in suppliers, customers, or competitors.
Consulting or employment relationships with suppliers, customers, or competitors.
Receiving money, substantial gifts, or excessive entertainment from business partners.
Personal financial transactions or relationships with the Company.
Taking or transferring opportunities that belong to the Company or are discovered through Company resources.
Any situation where personal interests interfere, or appear to interfere, with Company interests.

If you suspect that you have a situation that could give rise to a conflict of interest, or something that others could reasonably perceive as a conflict of interest, you must report it in writing to the Company, or if you are a director, to the Chairman of the Board.

4. ANTI-CORRUPTION AND BRIBERY

The Company strictly prohibits all forms of bribery and corruption, adhering to global anti-corruption laws across all jurisdictions. Corruption involves the misuse of power for private benefits. Bribery is offering or accepting benefits to influence actions improperly.

Prohibited actions include, without limitation:

Engaging in bribery or corruption.
Making facilitation payments or providing any unofficial commissions or fees.
Participating in Money-Laundering activities.
Offering or accepting Items of Value that might influence or appear to influence business decisions, unless subject to the following Gift Policy.

Employees must:

Maintain accurate business records detailing, inter alia, any consideration received or provided.
Promptly report any suspicious behavior or breaches.
Attend relevant training and confirm understanding of this section.
Be aware of the consequences of non-adherence.

5. GIFT POLICY

Gifts (whether in the form of items, services, or gestures), while may just show appreciation, can also create conflicts of interest. Akeyless emphasizes transparency and ethical behavior in all gift-related interactions. Employees must report any gift received, regardless of its value, to their immediate supervisor and document details such as the giver, recipient, occasion, and estimated value. In that regard, the common “cup of coffee” test applies, requiring any gift valued at $10 or less to be reported and pre-approved. Prohibited actions include:

Accepting gifts valued above $10 without prior notification and approval.
Offering or accepting gifts intended to influence business decisions.
Providing or receiving monetary gifts.
Engaging in gift exchanges that violate local customs or regulations.
Soliciting gifts, entertainment, or business courtesies from those doing business with the Company.

Additionally, each gift must be examined in accordance with the policies and procedures of both Akeyless and the other party to ensure it is legitimate and lawful. Therefore, employees must remain aware of any gift and report it immediately.

6. COMPLIANCE WITH LAWS AND REGULATIONS

The Company is committed to complying with all applicable laws, rules, and regulations. Employees must understand and adhere to the laws, regulations, policies, and procedures relevant to their roles. Employees should consult their supervisors to identify the applicable laws and necessary training for compliance. Specific policies and procedures are available to those in supervisory roles for guidance, and in any case of missing guidance, the Company’s management will get the proper policies in place, after consulting with the Company’s legal advisors.

7. ANTITRUST

The Company’s global activities are subject to Israeli, U.S., and other international antitrust laws. These laws prohibit actions that restrain trade or reduce competition, such as:

Agreements with competitors to fix or control prices.
Boycotting specific suppliers or customers.
Allocating products, territories, or markets.
Limiting the production or sale of products.

Employees must avoid exchanging information with competitors about prices, market share, or other sensitive data that could be seen as a violation of antitrust laws. Non-compliance can result in significant fines for the Company and/or imprisonment of involved personnel, at both Company as well as personal levels.

8. HUMAN RIGHTS

The Company is committed to upholding human rights and ethical conduct. We strictly prohibit the employment of children or any form of child labor, recognizing the importance of their education, well-being, and healthy development. The Company protects individuals under 18 from exploitative practices and ensures their rights are upheld. We unequivocally reject forced labor and all forms of slavery.

The Company provides a work environment that promotes human dignity, freedom, and individual rights. We adhere to local laws on workplace safety and conditions and respect the freedom of association, recognizing employees’ rights to form and join associations of their choice. The Company is dedicated to continuous improvement, transparency, and accountability in building a better future for our employees, stakeholders, and the global community.

9. EXPORT AND TRADE CONTROLS

The Company is committed to adhering to all relevant export, customs, and trade control laws. Any inquiries or investigations by governmental bodies regarding potential violations should be promptly reported to the Company’s leadership. Given the Company’s involvement with encryption-related products, specific export and trade controls may apply. Employees must remain vigilant and consult their direct manager or the Compliance Officer with any questions or concerns related to these matters.

10. WORKPLACE HEALTH AND SAFETY

The Company is committed to providing a clean, safe, and healthy work environment. Each employee is responsible for maintaining workplace safety by adhering to health and safety rules, reporting accidents, injuries, and unsafe conditions or behaviors. Violence and threatening behavior are strictly prohibited. Employees must report to work fit for duty, free from the influence of illegal drugs or alcohol.

11. NON-DISCRIMINATION AND HARASSMENT

The Company is committed to maintaining a workplace free from discrimination and harassment, ensuring equal opportunity in all aspects of employment, regardless of race, ethnicity, gender, religion, age, disability, or any other protected status. Discrimination, harassment, or any behavior that creates a hostile work environment is strictly prohibited. Prohibited actions include:

Discriminatory or derogatory remarks, jokes, or gestures.
Displaying offensive visuals or content.
Unwanted physical contact or interference with work.
Making employment decisions based on protected statuses.
Retaliation against individuals reporting discrimination or harassment.

All Employees must familiarize themselves with and adhere to the Company’s sexual harassment policy. If you experience or witness any form of discrimination or harassment, report it to your immediate supervisor or HR. All complaints will be investigated promptly, fairly, and discreetly, with confidentiality maintained to the extent possible. Retaliation for reporting concerns in good faith is strictly prohibited.

12. CONFIDENTIALITY AND RECORD KEEPING

The Company takes confidentiality obligations very seriously. Employees must not disclose, share, or discuss any confidential information about Akeyless or its customers and authorized users without prior approval from the information owner. This includes discussions about prices and terms of service.

Company’s books, records, accounts, and financial statements must be detailed, accurately reflect the Company’s transactions, and comply with applicable laws and internal controls. The financial, accounting, and legal teams are responsible for implementing procedures to ensure proper internal and disclosure controls. All employees must cooperate with these procedures to maintain integrity and compliance.

13. WHISTLEBLOWER POLICY

The Company encourages employees, officers, and directors to report any suspected unethical, illegal, or fraudulent activities without fear of retaliation. Employees can be assured that all reports will be kept confidential to the extent possible and expect a thorough and unbiased investigation into the matter.

However, if an employee feels uncomfortable or fears retaliation when reporting a violation, they have the option to file a complaint anonymously, ensuring their concerns are heard without compromising their identity.

14. REPORTING AND ADDRESSING VIOLATIONS OF THE CODE

Employees are encouraged to report any suspected violations of this Code directly to their immediate manager, the CFO, or the Compliance Officer. Ensuring adherence to this Code is a collective responsibility, and all reports will be handled confidentially and investigated thoroughly.

Breaching this Code may result in disciplinary actions, up to and including termination of employment. This is in addition to any legal consequences that may arise from violations.

15. ADDITIONAL POLICIES AND PROCEDURES

Other policies or procedures set forth by the Company, whether communicated in writing or made known to its members, remain in full force and effect.