CODE OF BUSINESS CONDUCT AND ETHICS
(Revised April 1, 2005)
This Code of Business Conduct and Ethics (this "Code") sets
forth legal and ethical standards of conduct for directors,
officers and employees of Aspen Technology, Inc. (the "Company").
This Code is intended to deter wrongdoing and to promote the
conduct of all Company business in accordance with high standards
of integrity and in compliance with all applicable laws and
regulations. This Code applies to the Company and all of its
subsidiaries and other business entities controlled by it
worldwide.
If you have any questions regarding this Code or its application
to you in any situation, you should contact your supervisor, your
Human Resources representative or the General Counsel.
1. COMPLIANCE WITH LAWS, RULES AND
REGULATIONS
The Company requires that all employees, officers and directors
comply with all laws, rules and regulations applicable to the
Company wherever it does business. You are expected to use good
judgment and common sense in seeking to comply with all applicable
laws, rules and regulations and to ask for advice when you are
uncertain about them.
If you become aware of the violation of any law, rule or
regulation by the Company, whether by its officers, employees,
directors, or any third party doing business on behalf of the
Company, it is your responsibility to promptly report the matter to
your supervisor or the General Counsel. While it is the Company's
desire to address matters internally, nothing in this Code should
discourage you from reporting any illegal activity, including any
violation of the securities laws, antitrust laws, environmental
laws or any other federal, state or foreign law, rule or
regulation, to the appropriate regulatory authority. Employees,
officers and directors shall not discharge, demote, suspend,
threaten, harass or in any other manner discriminate or retaliate
against an employee because he or she reports any such violation,
unless it is determined that the report was made with knowledge
that it was false. This Code should not be construed to prohibit
you from testifying, participating or otherwise assisting in any
state or federal administrative, judicial or legislative proceeding
or investigation.
2. CONFLICTS OF INTEREST
2.1. All Employees
Employees, officers and directors must act in the best interests
of the Company. You must refrain from engaging in any activity or
having a personal interest that presents a "conflict of interest."
A conflict of interest occurs when your personal interest
interferes, or appears to interfere, with the interests of the
Company. A conflict of interest can arise whenever you, as an
officer, director or employee, take action or have an interest that
prevents you from performing your Company duties and
responsibilities honestly, objectively and effectively.
Conflict of Interest Policy for Officers and
Directors
2.2. Officers. Officers must not:
- perform services as a consultant, employee, officer, director,
advisor or in any other capacity, or permit any close relative to
perform services as an officer or director, for a significant
customer, significant supplier or direct competitor of the Company,
other than at the request of the Company;
- have, or permit any close relative to have, a financial
interest in a significant supplier or significant customer of the
Company, other than an investment representing less than one
percent of the outstanding shares of a publicly-held company or
less than five percent of the outstanding shares of a
privately-held company;
- have, or permit any close relative to have, a financial
interest in a direct competitor of the Company, other than an
investment representing less than one percent of the outstanding
shares of a publicly-held company;
- supervise, review or influence the job evaluation or
compensation of a member of his or her immediate family; or
- engage in any other activity or have any other interest that
the Board of Directors of the Company determines to constitute a
conflict of interest.
2.3. Directors. Directors must not:
- perform services as a consultant, employee, officer, director,
advisor or in any other capacity, or permit any close relative to
perform services as an officer or director, for a direct competitor
of the Company;
- have, or permit any close relative to have, a financial
interest in a direct competitor of the Company, other than an
investment representing less than one percent of the outstanding
shares of a publicly-held company;
- use his or her position with the Company to influence any
decision of the Company relating to a contract or transaction with
a supplier or customer of the Company if the director or a close
relative of the director:
- performs services as a consultant, employee, officer, director,
advisor or in any other capacity for such supplier or customer;
or
- has a financial interest in such supplier or customer, other
than an investment representing less than one percent of the
outstanding shares of a publicly-held company.
- supervise, review or influence the job evaluation or
compensation of a member of his or her immediate family; or
- engage in any other activity or have any other interest that
the Board of Directors of the Company determines to constitute a
conflict of interest.
A "close relative" means a spouse, dependent child or any other
person living in the same home with the employee, officer or
director. "Immediate family" means a close relative and a parent,
sibling, child, mother- or father-in-law, son- or daughter-in-law
or brother- or sister-in-law. A "significant customer" is a
customer that has made during the Company's last full fiscal year,
or proposes to make during the Company's current fiscal year,
payments to the Company for property or services in excess of five
percent of (i) the Company's consolidated gross revenues for its
last full fiscal year or (ii) the customer's consolidated gross
revenues for its last full fiscal year. A "significant supplier" is
a supplier to which the Company has made during the Company's last
full fiscal year, or proposes to make during the Company's current
fiscal year, payments for property or services in excess of five
percent of (i) the Company's consolidated gross revenues for its
last full fiscal year or (ii) the customer's consolidated gross
revenues for its last full fiscal year.
It is your responsibility to disclose any material transaction
or relationship that reasonably could be expected to give rise to a
conflict of interest to the General Counsel or, if you are an
executive officer or director, to the Board of Directors, who shall
be responsible for determining whether such transaction or
relationship constitutes a conflict of interest.
3. INSIDER TRADING
Employees, officers and directors who have material non-public
information about the Company or other companies, including our
suppliers and customers, as a result of their relationship with the
Company are prohibited by law and Company policy from trading in
securities of the Company or such other companies, as well as from
communicating such information to others who might trade on the
basis of that information. To help ensure that you do not engage in
prohibited insider trading and avoid even the appearance of an
improper transaction, the Company has adopted an Insider Trading
Policy, which is available in the Human Resources - Policies and
Procedures section of the Company's Intranet. Please see the
Insider Trading Policy.
If you are uncertain about the constraints on your purchase or
sale of any Company securities or the securities of any other
company that you are familiar with by virtue of your relationship
with the Company, you should consult with the General Counsel
before making any such purchase or sale..
4. CONFIDENTIALITY
Employees, officers and directors must maintain the
confidentiality of confidential information entrusted to them by
the Company or other companies, including our suppliers and
customers, except when disclosure is authorized by a supervisor or
legally mandated. Unauthorized disclosure of any confidential
information is prohibited. Additionally, employees should take
appropriate precautions to ensure that confidential or sensitive
business information, whether it is proprietary to the Company or
another company, is not communicated within the Company except to
employees who have a need to know such information to perform their
responsibilities for the Company.
Third parties may ask you for information concerning the
Company. Employees, officers and directors (other than the
Company's authorized spokespersons) must not discuss internal
Company matters with, or disseminate internal Company information
to, anyone outside the Company, except as required in the
performance of their Company duties and after an appropriate
confidentiality agreement is in place. This prohibition applies
particularly to inquiries concerning the Company from the media,
market professionals (such as securities analysts, institutional
investors, investment advisers, brokers and dealers) and security
holders. All responses to inquiries on behalf of the Company must
be made only by the Company's authorized spokespersons. If you
receive any inquiries of this nature, you must decline to comment
and refer the inquirer to your supervisor or one of the Company's
authorized spokespersons.
You also must abide by any lawful obligations that you have to
your former employer. These obligations may include restrictions on
the use and disclosure of confidential information, restrictions on
the solicitation of former colleagues to work at the Company and
non-competition obligations.
5. STATEMENT OF ETHICAL CONDUCT AND FAIR
DEALING
Employees, officers and directors should endeavor to deal
honestly, ethically and fairly with the Company's suppliers,
customers, competitors and employees. Statements regarding the
Company's products and services must not be untrue, misleading,
deceptive or fraudulent. You must not take unfair advantage of
anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts or any other
unfair-dealing practice.
Employees, officers and directors shall be treated with respect,
dignity and free of harassment on the grounds of race, colour,
national or ethnic origin, sex, religion, age, marital or family
status, sexual orientation, disability, or any other ground
prescribed by law that applies to the Company.
6. PROTECTION AND PROPER USE OF CORPORATE
ASSETS
Employees, officers and directors should seek to protect the
Company's assets. Theft, carelessness and waste have a direct
impact on the Company's financial performance. Employees, officers
and directors must use the Company's assets and services solely for
legitimate business purposes of the Company and not for any
personal benefit or the personal benefit of anyone else.
Employees, officers and directors must advance the Company's
legitimate interests when the opportunity to do so arises. You must
not take for yourself personal opportunities that are discovered
through your position with the Company or the use of property or
information of the Company..
7. GIFTS AND GRATUITIES
The use of Company funds or assets for gifts, gratuities or
other favors to employees or government officials is prohibited,
except to the extent such gifts are in compliance with applicable
law, nominal in amount and not given in consideration or
expectation of any action by the recipient.
Employees, officers and directors must not accept, or permit any
member of his or her immediate family to accept, any gifts,
gratuities or other favors from any customer, supplier or other
person doing or seeking to do business with the Company, other than
items of nominal value. Any gifts that are not of nominal value
should be returned immediately and reported to your supervisor. If
immediate return is not practical, they should be given to the
Company for charitable disposition or such other disposition as the
Company believes appropriate in its sole discretion.
Common sense and moderation should prevail in business
entertainment engaged in on behalf of the Company. Employees,
officers and directors should provide, or accept, business
entertainment to or from anyone doing business with the Company
only if the entertainment is infrequent, reasonable and intended to
serve legitimate business goals.
Bribes and kickbacks are criminal acts, strictly prohibited by
law. You must not offer, give, solicit or receive any form of bribe
or kickback anywhere in the world. You must not offer anything of
value to a foreign government official in order to influence a
discretionary decision in favor of the Company.
8. ACCURACY OF BOOKS AND RECORDS AND PUBLIC
REPORTS
Employees, officers and directors must honestly and accurately
report all business transactions. You are responsible for the
accuracy of your records and reports. Accurate information is
essential to the Company's ability to meet legal and regulatory
obligations.
All Company books, records and accounts shall be maintained in
accordance with all applicable regulations and standards and
accurately reflect the true nature of the transactions they record.
The financial statements of the Company shall conform to generally
accepted accounting rules and the Company's accounting policies. No
undisclosed or unrecorded account or fund shall be established for
any purpose. No false or misleading entries shall be made in the
Company's books or records for any reason, and no disbursement of
corporate funds or other corporate property shall be made without
adequate supporting documentation.
It is the policy of the Company to provide full, fair, accurate,
timely and understandable disclosure in reports and documents filed
with, or submitted to, the Securities and Exchange Commission and
in other public communications.
9. CONCERNS REGARDING ACCOUNTING OR AUDITING
MATTERS
Employees with concerns regarding questionable accounting or
auditing matters or complaints regarding accounting, internal
accounting controls or auditing matters may confidentially, and
anonymously if they wish, submit such concerns or complaints by one
of three methods. Employees may submit a secure web form at http://www.openboard.info/azpn/; send an email
message to azpn@openboard.info or may
use the toll-free telephone number 866-276-9891. See also
"Reporting and Compliance Procedures." All such concerns and
complaints will be sent directly to the Audit Committee of the
Board of Directors. See the Company's Policy on Accounting and
Auditing Concerns and Complaints.
The Audit Committee will evaluate the merits of any concerns or
complaints received by it and authorize such follow-up actions, if
any, as it deems necessary or appropriate to address the substance
of the concern or complaint.
The Company will not discipline, discriminate against or
retaliate against any employee who reports a complaint or concern,
unless it is determined that the report was made with knowledge
that it was false.
10. WAIVERS OF THIS CODE OF BUSINESS CONDUCT AND
ETHICS
While some of the policies contained in this Code must be
strictly adhered to and no exceptions can be allowed, in other
cases exceptions may be possible. Any employee or officer who
believes that an exception to any of these policies is appropriate
in his or her case should first contact his or her immediate
supervisor. If the supervisor agrees that an exception is
appropriate, the approval of the General Counsel must be obtained.
The General Counsel shall be responsible for maintaining a complete
record of all requests for exceptions to any of these policies and
the disposition of such requests.
Any executive officer or director who seeks an exception to any
of these policies should contact the General Counsel. Any waiver of
this Code for executive officers or directors or any change to this
Code that applies to executive officers or directors may be made
only by the Board of Directors of the Company and will be disclosed
as required by law or stock market regulation.
11. REPORTING AND COMPLIANCE PROCEDURES
Every employee, officer and director has the responsibility to
ask questions, seek guidance, report suspected violations and
express concerns regarding compliance with this Code. Any employee,
officer or director who knows or believes that any other employee
or representative of the Company has engaged or is engaging in
Company-related conduct that violates applicable law or this Code
should report such information to his or her supervisor or to the
General Counsel, as described below. You may report such conduct
openly or anonymously without fear of retaliation. The Company will
not discipline, discriminate against or retaliate against any
employee who reports such conduct, unless it is determined that the
report was made with knowledge that it was false, or who cooperates
in any investigation or inquiry regarding such conduct. Any
supervisor who receives a report of a violation of this Code must
immediately inform the General Counsel.
You may report violations of this Code, on a confidential or
anonymous basis, by contacting the Company's General Counsel by
fax, mail or e-mail at: 781-221-5241, Aspen Technology, Inc., 200
Wheeler Rd., Burlington, MA 01803, or General.Counsel@AspenTech.com.
In addition, the Company has established a toll-free telephone
number 866-276-9891 where you can leave a recorded message about
any violation or suspected violation of this Code. While we prefer
that you identify yourself when reporting violations so that we may
follow up with you, as necessary, for additional information, you
may leave messages anonymously if you wish.
If the General Counsel receives information regarding an alleged
violation of this Code, he or she shall, as appropriate, (a)
evaluate such information, (b) if the alleged violation involves an
executive officer or a director, inform the Chief Executive Officer
and Board of Directors of the alleged violation, (c) determine
whether it is necessary to conduct an informal inquiry or a formal
investigation and, if so, initiate such inquiry or investigation
and (d) report the results of any such inquiry or investigation,
together with a recommendation as to disposition of the matter, to
the Chief Executive Officer for action, or if the alleged violation
involves an executive officer or a director, report the results of
any such inquiry or investigation to the Board of Directors or a
committee thereof. Employees, officers and directors are expected
to cooperate fully with any inquiry or investigation by the Company
regarding an alleged violation of this Code. Failure to cooperate
with any such inquiry or investigation may result in disciplinary
action, up to and including discharge.
The Company shall determine whether violations of this Code have
occurred and, if so, shall determine the disciplinary measures to
be taken against any employee who has violated this Code. In the
event that the alleged violation involves an executive officer or a
director, the Chief Executive Officer and the Board of Directors,
respectively, shall determine whether a violation of this Code has
occurred and, if so, shall follow the prevailing disciplinary
procedure whilst determining the appropriate disciplinary measures
to be taken against such executive officer or director.
Failure to comply with the standards outlined in this Code will
result in disciplinary action including reprimands, warnings,
probation or suspension with or without pay, demotions, reductions
in salary, discharge and restitution. Certain violations of this
Code may require the Company to refer the matter to the appropriate
governmental or regulatory authorities for investigation or
prosecution. Moreover, any supervisor who directs or approves of
any conduct in violation of this Code, or who has knowledge of such
conduct and does not immediately report it, also will be subject to
disciplinary action, up to and including discharge.
12. DISSEMINATION AND AMENDMENT
This Code shall be distributed to each new employee, officer and
director of the Company upon commencement of his or her employment
or other relationship with the Company and shall also be
distributed annually to each employee, officer and director of the
Company, and each employee, officer and director shall certify that
he or she has received, read and understood this Code and has
complied with its terms.
The Company reserves the right to amend, alter or terminate this
Code at any time for any reason. The most current version of this
Code can be found in the Corporate section of the Company's
Intranet.
This document is not an employment contract between the Company
and any of its employees, officers or directors and does not alter
the Company's at-will employment policy.