The purpose of this system is to:
This Code is formulated in accordance with the requirements of Section 406 of Sarbanes-Oxley Act promulgated in 2002 and related provisions, and contains the highest level of business ethics to guide the operation of the company. Compared with the general code of business conduct or applicable laws and regulations, the code puts forward higher requirements to a certain extent, and Baidu will abide by these higher requirements.
Scope of application of the system:
This Code of Professional Ethics and Conduct (hereinafter referred to as the Code) is applicable to all ordinary employees, senior managers, consultants and board members (hereinafter referred to as employees or Baidu employees) of Baidu Company and all its subsidiaries and affiliated companies (hereinafter referred to as the Company or Baidu Company), and is a set of basic policies for the operation of Baidu Company.
Note: Affiliates refer to companies that Baidu can control its decision-making power through various arrangements.
Content of the policy:
1 general principles
This specification is based on the following general principles:
obey the law
Baidu and its employees will abide by the provisions and essence of applicable laws and regulations.
Abide by honesty and moral standards
Baidu Company guarantees to maintain a high degree of integrity and professional ethics in business dealings with shareholders, employees, customers, suppliers, local associations, governments at all levels and the general public in the operating area (including when personal interests conflict with the interests of the company).
Full and fair disclosure
Baidu Company promises to ensure that the information disclosed in the statement submitted by Baidu Company to relevant government regulatory agencies and all other public release agencies is complete, fair, sufficient, accurate, timely and understandable.
"Baidu Company" mentioned in this manual refers to Baidu Company, a limited liability company registered in Cayman Islands and all its subsidiaries and affiliated companies.
The "employees" mentioned in this specification refer to all full-time and part-time employees legally employed by Baidu Company and all its subsidiaries and affiliated companies.
This specification should be enforced at all organizational levels. Employees have the responsibility to understand and abide by this code and ensure that others also abide by it.
2. Abide by applicable laws, regulations and systems.
Baidu's policy requires compliance with all applicable laws and regulations, both in writing and in substance. The contents of these laws and regulations involve but are not limited to: securities, labor and employment, bribery, copyright, registered trademarks, trade secrets, privacy, private agreements, giving or accepting benefits, employment harassment, occupational health and safety, incorrect or ambiguous financial information or abuse of company property.
For applicable laws and regulations, any violation of this Code and other policies of the Company shall be reported to Baidu Company immediately according to the reporting system and procedures specified in Section 7 of this Code.
Any employee who is not sure whether a situation violates applicable laws, regulations, binding policies or company systems should discuss the situation with the department manager, human resources department, legal department or CEO of the company to avoid the possibility of future problems. Failure to do so is in itself a violation of this code.
3. Employee relations
3. 1. Rights of employees/employers
The rights of employees and the rights of the company as an employer are bound by the laws of the country where the employment activities are held and the work regulations of written employment contracts signed by employers and individuals.
If the local laws applicable to employment activities contain mandatory requirements different from those specified in this specification, the local laws are valid.
3.2 Working environment
Baidu is committed to creating a high-quality working environment in which all employees respect and trust each other. We maintain honesty, good personality, positive attitude, strong sense of moral responsibility and high moral standards in everything we do, and form a high-quality working environment. Every employee is obliged to abide by all these standards.
harass
The company promises to provide a working environment in which everyone is treated with respect and dignity. The company cannot tolerate any form of disrespect for employees, including inappropriate anger, violence or any workplace behavior that leads to coercion, threats or other forms of hostility. The company prohibits any form of harassment of employees, no matter whether such harassment is verbal or actual, or whether it is done by upper management, non-management or outsiders. Harassment includes, but is not limited to, offensive flirting, offensive sexual teasing or offensive, abusive, sexually or racially insulting language, and the display of pornographic pictures and articles in the workplace.
distinguish
The code prohibits unequal treatment of company employees, except for job performance factors. Our recruitment, employment, training, promotion and salary policies do not consider race, nationality, religious belief, gender, age, skin color, disability, experience, marital status or other characteristics protected by law.
Smoking and alcoholism
In order to maintain a good office environment and ensure the safety of the office area, smoking is strictly prohibited in any area of the company, including the clinic, except the smoking room.
Drinking alcohol during working hours is only allowed when the company celebrates and receives customers, and it is within reasonable limits. The company is not allowed to drink alcohol in the company premises unless the company holds activities or obtains authorization in advance.
Safe workplace
The company guarantees to maintain a safe and healthy workplace for all employees, abide by local safety laws and regulations, and reasonably eliminate known safety hazards.
Privacy of employees
The company firmly believes that it is necessary to respect the privacy of employees. Respect for employees' privacy eliminates any concern about employees' personal behavior after work, unless the behavior weakens employees' work performance or affects the company's reputation or legitimate business interests.
Open and honest communication
In the process of communication, the company adheres to the principle of openness, and handles dissatisfied opinions in an open and frank manner.
Pay attention to employees
The company regards employees as the owners of the company and implements a fair and just evaluation and reward mechanism to maintain a long-term and efficient working environment. Employees are vital to our success. We hope to maintain the success of the company by providing rewards and career opportunities combined with employee value creation.
conflict of interest
The company expects employees to perform their obligations ethically, honestly, honestly and to the greatest extent. This requires employees to avoid actual or obvious conflicts of interest between individuals and occupations.
There is a "conflict of interest" when an individual's obligations to the company conflict with his personal interests. As a company policy, conflicts of interest are strictly prohibited, and employees should avoid any possible conflicts between personal interests and company interests. For detailed regulations on avoiding conflicts of interest, please read the System for Avoiding Conflicts of Interest carefully. In addition to the prohibition of employee behavior stipulated in the conflict of interest avoidance system, Baidu, as a listed company, is also prohibited from directly or indirectly (including through any of its subsidiaries) providing or maintaining credit to its directors or senior management (or any equivalent senior management) in the form of personal loans, or arranging to provide or extend the above credit.
3.3. Illegal or improper behavior
This Code prohibits employees from engaging in illegal or improper behaviors, including but not limited to:
Violation of national laws and regulations, violation of public morality, dishonesty or intentional dereliction of duty;
Repeatedly failing to perform or refusing to perform employee obligations, including obeying the lawful and proper instructions of the board of directors, supervisors and managers;
Failing to disclose incidental agreements or private agreements other than the terms of contracts signed with agents, customers, suppliers or partners;
Other misconduct that damages or may damage the company's reputation or damage the company;
False or untrue disclosure of personal experience and health status to the company;
Comment and slander the behavior of the company and other colleagues and business partners in the name of individuals or companies outside the scope of authorization and normal procedures.
3.4. Fraud and similar disciplinary actions
All employees must be aware of fraudulent acts within the company or any registration that may lead to false or misleading accounts or records, including but not limited to acts prohibited in this Code and the Regulations on Prohibiting Private Agreements, the System for Avoiding Conflicts of Interest, the System for Prohibiting the Disclosure of Confidential Information and the Regulations on the Administration of Major Unpublished Information and Insider Trading. Any such behavior shall be immediately reported to the Company in accordance with the reporting system and procedures specified in Section 7 of this specification.
4. Oppose unfair competition
Baidu Company and its employees shall not illegally crowd out competitors' fair competition and legitimate business activities by any improper means, and shall not intentionally fabricate and spread false facts to damage competitors' goodwill. Baidu and its employees shall not use illegal means to infringe on the business secrets of competitors. Trade secrets refer to technical and economic information that is not known to the public, can bring economic benefits to competitors, is practical, and is kept confidential by the obligee.
5. Illegal and improper payments
The principle of Baidu's business behavior is "fair trade". Baidu company and its employees shall not use property or other means to bribe the sale of goods. Whoever secretly gives kickbacks to the other company or individual outside the account shall be punished as bribery.
If Baidu sells services and goods, if it needs to give discounts to the other party, including but not limited to commissions and goods to middlemen, it must give them to the other party in an express way, and provide possible supporting documents at the same time, and notify the financial department to truthfully account for them.
6. Public disclosure, accounting management, processes and records
6. 1. The completeness, sufficiency, accuracy, timeliness and understandability of the disclosed information.
After IPO, Baidu, as a listed company, must disclose its financial status and other important information related to the company's operation to the investing public and the US Securities and Exchange Commission (SEC). The Company undertakes to ensure that the information disclosed in the statement submitted by the Company to the relevant government regulatory agencies and all other public release institutions (including but not limited to: information on business, operation and financial status) is complete, sufficient, accurate, timely and understandable. The Company and its employees shall strictly abide by all applicable laws, regulations and systems related to financial accounting, reporting, estimation and budgeting. Inaccurate, incomplete and untimely reports shall not be disclosed, which will seriously damage the interests of the company and lead to legal liability.
In order to achieve the above objectives:
The Company is committed to developing and operating an internal accounting control and process system to provide reasonable assurance that all transactions within the Company are properly authorized, recorded and in compliance with all laws. The company's internal control includes but not limited to written policies and guidelines, superior review and supervision, budget control and various other inspections and settlements;
The company is committed to developing and operating a set of disclosure mechanism procedures to ensure that all information required by relevant regulatory agencies and regulations has been disclosed.
Employees should be aware that it is not only the responsibility of the company's financial department, but also the responsibility of every employee to abide by these internal control systems and disclosure mechanism procedures and ensure that the disclosed information is complete, sufficient, accurate, timely and understandable. The company requires every employee to be familiar with and strictly abide by these internal control systems and disclosure mechanism procedures.
Specifically, employees should abide by the following principles, including but not limited to:
All commercial transactions must be duly authorized and recorded correctly, completely and accurately in the company's books and records;
All accounting records and financial statements generated from these records must comply with all applicable laws and regulations, and shall not contain any false or intentionally misleading records;
Employees must completely and accurately comply with all requirements for record-keeping or document-keeping, and comply with the requirements put forward by the company's management and its internal and external auditors;
When providing information, you shall not hide anything from the internal and external auditors of the company, or deliberately make wrong or ambiguous statements to them;
It is strictly forbidden not to record or conceal funds, payments or receipts.
Employees should monitor and report the possibility of inaccurate and incomplete financial reports in a timely manner, and should focus on the following aspects:
The results of financial statements are inconsistent with the relevant actual operating conditions;
Transactions with no obvious commercial purpose;
A request to bypass the normal approval process.
6.2. Communication with the outside world
Baidu attaches great importance to the company's credit and reputation in the outside world. Any oral or written reports and comments from the investment community and the news media will have a direct positive or negative impact on the company. Baidu's policy is to provide accurate and complete information in time at the request of the outside world (media, analysts, etc.). ), while observing the confidentiality of competitive and proprietary information and preventing the selective disclosure of sensitive financial data. In order to ensure the implementation of the above policies, the company and its employees need to abide by the following two provisions:
6.2. 1. Comply with "fair disclosure" and communicate with the investment community.
As a company listed in the United States, Baidu Company abides by the provisions of the United States Securities Law on "fair public disclosure" (referred to as "FD clause"). The FD clause stipulates that when a company discloses major undisclosed information about the company to securities market professionals or shareholders, and reasonably foresees that the shareholders' meeting will use the above information for trading, the company must also disclose the above information to the investment public. "Securities market professionals" usually include analysts, investment institutions and other investment consultants. Any important information of the company should be disclosed to all investors on the principle of fairness.
Only the investor relations department has the right to disclose company information to securities market professionals or shareholders at their request. Without the explicit approval of the Investor Relations Department, no employee may directly communicate with the investment community (including but not limited to shareholders, analysts, fund managers or potential investors) about the company information (whether the information is public or not). If an employee receives a request for information disclosure from a securities market professional or shareholder, he must immediately contact the investor relations department in order to coordinate the response to the request.
6.2.2. Communication with media
Employees are not allowed to communicate with the media, whether publicly or privately, without consulting the external news publishers of the company in advance. If there are any potential public relations problems, such as customers writing complaints in public forums, employees should immediately submit them to the company's external press release personnel.
If the media have any questions or needs about the company information, employees should immediately submit them to the investor relations department for handling.
Regarding the regulations on relations with the media, employees should also carefully read the "Baidu's System of External Speech for Executives and Employees" to ensure that every employee abides by the correct code of conduct when dealing with media relations.
7. Business partners, suppliers and customers
7. 1. Access to goods and services
Our company guarantees fair trade with suppliers, conducts fair competition in the process of determining suppliers' competitiveness evaluation, and does not discriminate or deceive suppliers. The selection of suppliers should be based on the price, service, quality and reputation provided by suppliers, in line with the principle of long-term commercial development of the company.
Employees should always be fair when dealing with suppliers, and should not try to exert influence to obtain "special treatment" for specific suppliers, which will endanger our competitive selection process. Employees cannot accept or ask for personal interests from suppliers and target suppliers, so as not to damage the fairness of supplier's product and price evaluation. Employees should also keep confidential the pricing or product information submitted by suppliers or potential suppliers to the company.
The purchase agreement shall be properly examined and approved, and the calculation basis, payment and applicable prices and expenses of the services and products provided shall be clearly specified. The payment amount must match the service or product provided.
7.2. Gifts and entertainment
The company's business conduct is based on the principle of "fair trade", so no employee may accept kickbacks, commissions or other forms of private interests in private, and employees may not pay bribes to others. The company treats all employees and companies that do business fairly. The company encourages polite behavior in business contacts, but giving and receiving gifts or receptions is regarded as an attempt to exert undue influence on the relationship between the two parties.
Employees and their family members shall not accept gifts, services, travel or entertainment that affect or may affect their judgment or behavior when performing their obligations.
The recipient of the gift should report the acceptance of the gift to the department head in time, and report it to the Human Resources Department for the record after obtaining the approval of the department head. Employees who receive any benefits or rewards should immediately report to their department heads.
Gifts that employees can accept and keep without declaring are limited to souvenirs with no commercial value, such as diaries, calendars, memos, etc.
The gift should be rejected in the following cases:
A) It may cause unnecessary and unnecessary direct or indirect publicity effect to the company.
B) Gifts that intentionally influence our company or may put our company in an awkward position.
C) Accepting this gift will make the recipient undertake any kind of obligation.
D) cash gifts must be rejected.
Gifts given to each other on behalf of the company and entertainment provided to each other must be truthfully recorded.
7.3. Interaction with potential customers and customers
The company is committed to meet all the needs of customers, to satisfy customers, and to maintain a long-term partnership with customers. Integrity is very important.
Employees shall not intentionally make false statements to customers about the products or services of the company or competitors; All comparisons with competitors must be accurate, based on publicly available information and not misleading.
Employees shall not sign sub-agreements or private agreements with customers other than written contracts.
Employees shall not directly or indirectly provide money or any other form of bribery to government officials in order to obtain or retain customers.
7.4. Comply with relevant contents in other systems of the company.
Employees of the Company must abide by all provisions of other systems of the Company other than this Code for business partners, suppliers and customers, including but not limited to the system prohibiting private agreements.
8. Confidentiality and protection of company information and property
8. 1. Use and disclosure of information
In order to make all ordinary employees, senior managers, consultants and members of the board of directors of the company keep confidential the confidential information related to the company's business, technology and other aspects that belong to the company's property, they shall not disclose the above information to any third party privately to ensure that the company's interests will not be harmed;
In order to comply with all laws and regulations on the use and disclosure of material undisclosed information, it is necessary to prevent unauthorized disclosure of any undisclosed information obtained in the workplace and abuse of material undisclosed information in securities trading.
The Company has formulated the System of Prohibiting the Disclosure of Confidential Information and the Regulations on the Management of Major Unpublished Information and Insider Trading. All employees should read the above systems carefully to ensure that each employee abides by the correct code of conduct in the use and disclosure of information.
8.2. Protect the company's property
All employees have the obligation to protect the company property entrusted to them from loss, damage, improper use, reading and theft, and abide by all rules and regulations related to the management and use of the company property. Property includes but not limited to information, technical data, software, information system resources, buildings, equipment, documents and cash owned by the company.
The use of employees' company property should be limited to the company's business and cannot be extended to private use. Any employee who is about to leave the company must return all company property, including files or storage materials containing company information, and no backup is allowed.
Any inventions, creations, compilations, software, technical or trade secrets or other forms of intellectual property created by all employees of the company during their tenure are owned by the company, and they promise to do their best to cooperate with the company to obtain complete property rights. At the same time, the above products should be regarded as confidential information owned by the company, and employees are required to abide by the system of prohibiting the disclosure of confidential information.
The company respects the property rights of other companies to its proprietary information and requires its employees to abide by the national laws protecting such rights.
9. Report violations and oppose retaliation
9. 1. Reporting violations
In order to enable all employees and all companies, institutions or individuals related to Baidu to report violations of Baidu's professional ethics and code of conduct and related systems and procedures through effective channels, the company has formulated reporting systems and procedures. All employees have the responsibility to report known or suspected violations to the designated department according to the company's reporting system and procedures.
9.2. Oppose reporting retaliation.
No employee can be retaliated by the company or other employees for reporting in good faith. However, the company reserves the right to punish employees who report maliciously, harass and falsely accuse intentionally. In order to better protect the whistleblower's power, let all employees know the whistleblower's power and eliminate the fear of reporting retaliation, the company has formulated the Anti-retaliation System for Reporting Behavior. Please read the system carefully.
10. Punishment for violation of professional ethics and code of conduct
Any violation of the "Professional Ethics and Code of Conduct" shall be regarded as a serious violation of the company's rules and regulations. Any violation of the code and related systems will be punished, and the statement that "the code is violated because of the order of the superior supervisor or higher management" cannot be justified. The company has the right to immediately terminate the labor contract of the responsible person without paying any economic compensation according to law. If the behavior of the responsible person violates the law, the company will transfer it to judicial organs for legal responsibility according to law.
1 1. Exemption
Only under special circumstances, according to specific circumstances, can this provision be exempted. Only the company's board of directors (or committees/designated committees under the board of directors) has the right to make exemption decisions for employees who violate this Code.
12. Ask for advice
The Code of Professional Ethics and Conduct clarifies the guiding principles of employees by clarifying principles and standards, but these principles and standards cannot cover all issues. If employees encounter situations not covered by this Code, or have questions about matters mentioned in this Code, employees are encouraged to consult the human resources department, legal department and internal audit department of the company.
13. All employees of the company shall abide by all other effective systems of the company, including but not limited to the system of avoiding conflicts of interest, the system of prohibiting the disclosure of confidential information, the information safety manual of Baidu employees, the regulations on the management of major undisclosed information and insider trading, the system of prohibiting private agreements, the reporting system and procedures, the anti-retaliation system for reporting behavior, and the email management system of Baidu Company.
Effectiveness and failure of the system:
Effective date: July 2005 1
Approved by the board of directors on July 1 2005.
Modify the rules of the system:
The Professional Ethics Committee will review the Code every year or when necessary, and make appropriate amendments when necessary for the approval of the Board of Directors.
The specification will be put on the company's intranet and extranet for employees and outsiders to browse, and the human resources department will regularly train the company's employees according to the specific situation. The revised specifications and related systems will be published on the company intranet in time, and employees will be informed for reference.
Complaint hotline complaint mailbox
As a NASDAQ listed company, Baidu has formulated a series of rules and regulations, including "employee professional ethics and code of conduct". In order to implement the above regulations and strive to reduce and eliminate the occurrence of employee violations, Baidu has specially set up a "complaint line" and a "complaint mailbox". All sectors of society are welcome to supervise Baidu employees and complain about their violations through the following contact information. We welcome you to leave your name and contact information when you complain, or you can complain anonymously. We promise to keep the complainant and the complainant's relevant information confidential to the maximum extent on the premise of ensuring that the complaint can be fully and fairly investigated and at the same time meet the legal requirements. If you leave your contact information when you complain, we will contact you within 15 working days after receiving the complaint information:
Complaint hotline: (00-86 10)59927878
Complaint mailbox :bdjb@baidu.com
The above hotline and email address are specially used by Baidu Company to report the illegal, illegal or improper behavior of Baidu employees in business activities. If you want to report illegal and bad information on the Internet, please report it through webmaster@baidu.com, and complaints about bidding ranking business should be reported through question@baidu.com.
Please be sure to choose the right channel according to the content you reflect, and the wrong channel selection will lead to your problem not being handled.