Seagate is committed to maintaining high corporate ethical standards throughout its business operations. This commitment coincides with and contributes to the company’s sustainable development initiatives.

CORPORATE GOVERNANCE

Seagate’s Corporate Governance Guidelines provide a framework for how the company’s Board of Directors exercises its responsibilities to company stakeholders. These guidelines empower the Board with the necessary authority to review Seagate’s business operations and to make decisions independently from company management. The guidelines also describe how shareholders can communicate with members of the Board.

Board Independence and Committees
A director qualifies as independent if he or she meets the definition of “independent director” in the listing standards of the NASDAQ Marketplace Rules and if he or she has no relationship that would interfere with his or her ability to exercise independent judgment in carrying out the responsibilities of a director. Independent directors continue to comprise a substantial majority of the Board.

Another key characteristic of Seagate’s board independence is the selection of a Lead Independent Director, who is responsible for:

  • Coordinating the activities of the other non–management directors
  • Presiding over meetings of the Board at which the Chairman of the Board is not present
  • Presiding over executive sessions of independent directors
  • Facilitating the CEO evaluation process
  • Serving as a liaison between the Chairman of the Board and the independent directors
  • Approving meeting schedules and agendas for the Board of Directors
  • Being available for consultation and direct communication if requested by major shareholders

The Board has determined to rotate the role of Lead Independent Director among the independent directors of the Board, so long as the Chairman of the Board is not independent. The Board also organizes standing Audit, Compensation, Nominating and Corporate Governance and Finance Committees. All four committees are accountable to the full Board and are composed entirely of independent directors.

Corporate Ethics
Seagate believes that there is a strong relationship between ethics and business efficacy. Ethics support the company’s commitment to quality and total customer satisfaction. They also promote a work environment of open communications where fair and honest decisions result in shared success. Maintaining high ethical standards is critical to achieving business success on the international stage.

ETHICAL CONDUCT

Seagate also constantly strives to ensure its policies for ethical business conduct reflect the latest standards, requirements, laws and regulations at local, national and international levels. Seagate’s Ethical Conduct and Conflict of Interest Policy and Code of Ethics adopt a more principles-based approach to our activities while promoting ethical conduct and compliance with laws and regulations.

The Ethical Conduct and Conflict of Interest Policy summarizes Seagate’s ethical standards and key policies in areas such as insider trading, conflicts of interest, bribery and corruption, privacy and confidentiality, antitrust and fair dealing, and provides relevant information about expected behavior. The Board reviews these policies on an annual basis to ensure that Seagate continues to operate within the letter and spirit of the law.

Implementation and Training
To implement our Ethical Conduct and Conflict of Interest Policy, we require all new employees to certify that they have read and understood the policy. We also require all continuing indirect labor employees to certify annually that they agree to comply with the policy and understand that they are expected to report any potential or actual violations and conflicts.

The Ethical Conduct and Conflict of Interest Policy is currently available in five languages (Chinese, English, Korean, Malay and Thai). Seagate continues to use blogs and other e-tools to communicate relevant information, develop online training modules for general ethics training, and offer live training sessions tailored for specific groups of employees within Seagate.

Seagate continues to promote the Ethics Helpline, established as a means for employees and third-party business partners to report confidentially any illegal or unethical situations that they encounter in the workplace. Employees and partners are encouraged to talk to their supervisors or human resources representatives, contact the toll–free Ethics Helpline or use the online web reporting tool (also currently available in Chinese, English, Korean, Malay, and Thai) to report any illegal or unethical business conduct. Seagate will not retaliate, nor permit others to retaliate, against anyone for good–faith reporting of a suspected ethical violation.*

*The Ethics Helpline is compliant with local privacy laws in the various jurisdictions where Seagate does business.