Last Updated: July 9, 2021
Snowflake Inc. and its worldwide subsidiaries (collectively, “Snowflake” or “we”) are committed to conducting business with honesty, integrity, and accountability. We operate in many countries, and strive to meet the highest standards of ethical conduct in all of them. As part of this mission, we seek to avoid even the appearance of corruption or impropriety.
The purpose of this Anti-Corruption Policy (this “Policy”) is to reiterate this commitment and establish procedures for complying with all anti-corruption laws and regulations applicable to Snowflake’s business, including the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the UK Bribery Act 2010, and anti-corruption laws and regulations in jurisdictions in which Snowflake engages in business. Snowflake prohibits all forms of corruption and bribery, and is committed to ensure that corruption and bribery do not occur in its business activities.
This Policy applies to all Snowflake employees, directors, and contractors worldwide, including employees of Snowflake subsidiaries.
You are strictly prohibited from promising, offering, providing, authorizing, requesting, or accepting money (such as bribes or kickbacks) or anything else of value (such as a gift, benefit, favor, or advantage) directly or indirectly to or from any person to achieve an improper purpose related to Snowflake’s business.
You must comply with all of Snowflake’s internal controls, especially those designed to (i) ensure accurate and complete books and records or (ii) otherwise prevent improper payments, self-dealing, embezzlement, or fraud.
There are no exceptions to this Policy, even if our competitors engage in improper behavior or if corruption is an accepted practice in a country where we operate. You are required to adhere to both the spirit and the letter of this Policy with respect to our business anywhere in the world.
2.1. Anti-Bribery Rules and Regulations. The FCPA prohibits you and Snowflake from improperly promising, offering, providing, or authorizing the provision of money or anything of value, directly or indirectly, to any foreign official and certain other persons in order to (i) influence any act or decision of the recipient in his or her official capacity; (ii) induce the recipient to do or omit to do any act in violation of his or her lawful duty; (iii) secure any improper advantage; or (iv) induce the recipient to influence any act or decision of a non-U.S. government or instrumentality, in order to obtain, retain, or direct business.
In addition to the United States, almost all other countries, including Australia, India, the Netherlands, and the United Kingdom, have their own anti-bribery laws. One of the most significant and expansive anti-corruption laws other than the FCPA is the UK Bribery Act 2010 (the “UKBA”). The UKBA differs from the FCPA in two significant ways. First, the UKBA covers both foreign and domestic bribery. Second, the UKBA is not limited to bribery of government officials. It covers corruption in a private-to- private commercial context as well as situations where a public official is involved (although other U.S. statutes prohibit domestic and commercial bribery as well).
2.2. Prohibitions. This Policy prohibits bribes, kickbacks, and the provision of other improper benefits and advantages to any person, including, but not limited to, employees, officials, or agents of any government, government-owned, or affiliated entity (including state hospitals, research institutions or utilities, public universities, or sovereign wealth funds), or public international organizations (such as the United Nations or the World Bank). You are also strictly prohibited from bribing political candidates or political parties or their officials.
This Policy also prohibits you from soliciting or accepting bribes, kickbacks, or other improper payments or benefits from Snowflake’s partners, vendors, or other persons in relation to Snowflake’s business. Situations which are conflicts of interest under Snowflake’s Global Code of Conduct and Ethics (for example, driving a deal between Snowflake and a company that your sister owns) might also pose anti-corruption issues. For this reason, you must disclose any actual or potential conflicts of interest to Snowflake’s General Counsel.
A violation of this Policy can occur even if the bribe fails to achieve its intended purpose. This means that a person can violate this Policy if that person provides an improper payment or benefit to a recipient and the recipient does not grant any business or other advantage in return. In addition, the mere offer or promise of a bribe or other improper benefit is sufficient to cause a violation. All of the anti- bribery prohibitions contained in this Policy apply irrespective of whether you use Snowflake funds, your personal funds, or third-party funds to finance improper payments or other benefits.
2.3. Intermediaries. This Policy prohibits you from providing bribes or other improper benefits either directly or indirectly through third parties such as sales representatives, consultants, agents, resellers, distributors, or other contractors or business partners (collectively, “Intermediaries”). This prohibition applies even if the Intermediary is located outside the United States or is not directly subject to the FCPA. You and Snowflake can be held liable under the FCPA and other laws even if you do not expressly authorize an Intermediary to engage in corrupt conduct, but the Intermediary does so anyway. This can occur if you (i) have actual knowledge that the Intermediary will engage in corruption, or (ii) consciously disregard, deliberately ignore, or are willfully blind as to the Intermediary’s corrupt or improper practices.
Given these significant risks, this Policy prohibits you from working with corrupt or disreputable Intermediaries. You are prohibited from using or paying any Intermediary responsible for government or customer interactions unless (i) appropriate anti-corruption due diligence has been performed on that Intermediary, (ii) the Intermediary has executed a written agreement containing anti-corruption compliance obligations; and (iii) Snowflake’s General Counsel (or his or her designee) has approved the arrangement. Please contact Snowflake’s legal team for assistance in meeting these conditions. The level of due diligence that must be performed on an Intermediary will vary depending on the risks presented by that particular Intermediary. The legal team will determine the appropriate level of due diligence that will apply.
If you are aware of any Snowflake Intermediary engaging in corrupt or improper practices, you must notify the General Counsel immediately.
2.4. Facilitating or Speed Payments. This Policy prohibits all corrupt or improper payments or benefits, including so-called “grease,” “speed,” or “facilitating” payments. These are payments provided to government officials in their personal capacity to expedite or secure routine non-discretionary government actions (collectively, “Facilitating Payments”). Facilitating payments are prohibited under this Policy even though the FCPA contains a narrow exemption that permits Facilitating Payments in limited circumstances.
In some cases, government agencies may charge official fees set out in published fee schedules or other official documents that are paid directly in the name of a governmental entity or enterprise. These official government fees are not Facilitating Payments, and can be paid to expedite passports, licenses, or other services, provided that they are paid in the name of an official government body, an official government receipt is collected, and the expense is accurately recorded in Snowflake’s books and records. However, Facilitating Payments provided for the benefit of government officials in their personal capacity (i.e., payments that are not made directly to the government) will violate this Policy. If you have questions or concerns about such payments, you must discuss them with Snowflake’s General Counsel before making any payment to ensure that the payment is consistent with this Policy and applicable law, including the detailed criteria set out by the FCPA.
3. Accounting Requirements
The FCPA requires Snowflake to adhere to certain accounting requirements. Specifically, Snowflake must maintain books, records, and accounts, which, in reasonable detail, accurately and fairly reflect Snowflake’s transactions, expenses, and asset dispositions. The FCPA also requires Snowflake to maintain a system of internal accounting controls to provide reasonable assurance that transactions are properly authorized by management, executed, and recorded. This means that you must comply with Snowflake’s internal controls and avoid unauthorized activities or expenses, even if they are not connected to bribes.
The FCPA’s accounting provisions are broadly worded. Violations can occur if you conceal bribes or falsify other transactions or expenses even if they are not related to a bribe in Snowflake’s ledgers or other records. Also, there is no materiality standard under the FCPA. This means that even small misreported amounts may result in violations. The U.S. government actively enforces the accounting provisions of the FCPA and has caused some companies to pay hundreds of millions of dollars in fines and penalties.
If you know of or suspect a potential accounting violation, you must report it immediately. For more information, please consult Snowflake’s Whistleblower Policy. You must also cooperate with Snowflake’s periodic audits and other efforts to ensure that Snowflake’s internal controls are being observed.
4. Joint Ventures
International joint ventures may raise anti-corruption concerns similar to those discussed above in the context of Intermediaries. For instance, a red flag can arise if a joint venture partner is a government agency or official or is related to one. In some cases, Snowflake is required to perform due diligence and apply effective accounting controls on joint ventures. Snowflake’s joint venture agreements must also include anti-corruption compliance obligations. You must involve Snowflake’s General Counsel before engaging in an international joint venture.
5. Mergers & Acquisitions
Snowflake may inherit FCPA liability from a company it acquires. For this reason, Snowflake will conduct anti-corruption due diligence on potential target companies. In addition, newly acquired subsidiaries of Snowflake must take appropriate measures to implement this Policy, comply with Snowflake’s internal controls, and adhere to the FCPA and other anti-corruption laws.
6. Gifts & Hospitalities
The FCPA prohibits the provision of money or things of value for corrupt or improper purposes. However, reasonably priced gifts, meals, entertainment, travel, and other benefits provided for non- corrupt and proper business promotion or goodwill purposes may be permissible under the FCPA in certain cases. For instance, a plastic pen, a t-shirt, a coffee mug, a paper weight, or a hat of moderate value and embossed with Snowflake’s logo will generally not violate the FCPA. However, a car, a vacation, or other item of material value will raise FCPA and other anti-corruption concerns, especially if such benefits are provided to a government official or other person who is responsible for making decisions in relation to Snowflake’s business. In addition to complying with the FCPA, you must also ensure that the provision of a gift or other benefit does not violate Snowflake’s Global Code of Conduct and Ethics, as well as local laws or policies that apply in the country where the recipient of the benefit is located. For example, all U.S. federal, state, and local agencies, as well as government agencies in other countries, have laws and regulations applying to procurement activities that restrict or prohibit providing gifts, entertainment, or anything else of value (including, in many cases, political contributions) to agency employees or to the government officials that oversee those agencies. These laws and regulations apply even where there is no intent to bribe a government official.
If you would like to give, provide, or receive a gift, meal, travel benefit, or other hospitality to employees, officials, or agents of any government, political party, state-owned entity, public international organization, or Intermediary of any value, you must obtain written consent from Snowflake’s General Counsel, who will help you determine whether the provision of the benefit is permissible under Snowflake’s policies, the FCPA, and local law. If the expense is approved, its value and business purpose must be recorded accurately in Snowflake’s books and records. Cash gifts are strictly prohibited, which include gift cards or gift certificates that can be easily be converted into cash. For information about gifts to and from private sector entities, please refer to Snowflake’s Global Code of Conduct and Ethics.
7. Political Contributions
Unless approved by Snowflake’s General Counsel, Snowflake prohibits Snowflake-financed contributions to U.S. federal, state and local and all non-U.S. political parties or candidates. Contributions to U.S. state and local candidates can raise legal concerns if Snowflake has, or is seeking, business with government agencies in those jurisdictions. Contributions to non-U.S. political parties can raise significant concerns under both the FCPA and local laws; it is quite possible that government benefits could be tied to political contributions and trigger scrutiny and prosecution by U.S. enforcement agencies. Also, some countries may restrict companies and individuals from other nations from making political contributions. Snowflake’s General Counsel can provide you with further guidance on this matter if necessary.
8. Charitable Contributions
Several foreign governments support various charitable organizations and causes. In some cases, a government may require Snowflake to make a social contribution to a charity or public cause as a condition to being awarded a contract or a permit. Special care must be made to ensure that the charity or organization that will receive such contribution is legitimate and is not operated by or affiliated with a government official in his or her personal capacity.
As with Intermediaries, it is imperative that Snowflake performs adequate due diligence on charitable organizations to ensure that they are not a vessel through which bribes and other improper payments/benefits are made. In addition, Snowflake may require the charity to provide written legal compliance certifications. You must obtain written permission from Snowflake’s General Counsel (or his or her designee) before making contributions to charities with respect to Snowflake’s business. All such contributions must be accurately recorded in our books and records.
9. Violations / Consequences
A violation of this Policy will result in appropriate disciplinary action, which may include demotion, reassignment, additional training, probation, suspension, or even termination.
The FCPA is a criminal statute. Both Snowflake and you may be subject to substantial fines and penalties for violating the FCPA and other anti-corruption laws. In serious cases, you may face imprisonment for up to five years for each anti-bribery violation and up to 20 years for each accounting violation under the FCPA. In addition, Snowflake may face suspension or debarment from government contracts, the loss of U.S. export privileges, and certain other consequences. These results can be devastating to you and Snowflake’s business. Anti-corruption enforcement has significantly increased in the United States. Even non-U.S. employees and other individuals have been extradited to the United States to face charges.
Snowflake provides mandatory anti-corruption training to its employees.
This Policy does not form part of any employment contract and may be amended at any time. This Policy should be read in conjunction with Snowflake’s Global Code of Conduct and Ethics and other policies and procedures.
12. Reporting / Questions
You must report all violations of this Policy to Snowflake’s General Counsel, who can be reached at the following mailing address as follows:
Suite 3A, 106 East Babcock Street Bozeman, Montana 59715
Attn: General Counsel
E-mail: [email protected]
Reports may also be submitted using Snowflake’s Whistleblower Hotline:
• Phone: 1 (844) 476-9147
• Web Intake URL: snowflake.ethicspoint.com
For more information about the hotline, please refer to Snowflake’s Global Code of Conduct and Ethics.
While you may report anonymously, revealing your identity helps Snowflake properly follow up and investigate alleged violations. Snowflake will not retaliate against any individual for reporting violations in good faith.
Snowflake welcomes any constructive comments or questions that you may have regarding the substance and implementation of this Policy in your respective sector and/or territory. Please direct such communications to Snowflake’s General Counsel.
If you are requested to do so, please sign the certificate that appears in Attachment 1 after you have read this Policy. Snowflake may require you to re-certify your compliance with this Policy on a periodic basis.
Approved by the Audit Committee of the Board of Directors on August 21, 2020, effective on September 15, 2020.
Amended by the Audit Committee on May 24, 2021