Appendix 5

Code of Conduct

The OpenStack Foundation (the “Foundation”) is committed to being a good corporate citizen. The Foundation’s policy is to conduct its business affairs honestly and in an ethical manner. This Code of Conduct (“Code”) provides a general statement of the expectations of the Foundation regarding the ethical standards that each director, officer and employee of the Foundation should adhere to while acting on behalf of the Foundation. It does not cover every issue that may arise, but it sets out basic principles to guide all employees, officers and directors of the Foundation. All of our employees, officers and directors must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. This Code applies to all officers, full and part time employees, members of the Open Infrastructure Project Governance Committees, contract workers, directors and anyone who conducts business with the Foundation. Conduct in violation of this policy is unacceptable in the workplace and in any work-related setting outside the workplace. Any employee or contract worker who violates this Code will be subject to disciplinary action, up to and including termination of their employment or engagement.

This Code should be interpreted in light of the purpose of the Foundation, and composition of its membership. This Code should not be read to restrict any individual covered by this Code from performing their fiduciary duties to a Member of the Foundation.

Conflicts of interest

You should avoid situations in which your personal, family or financial interests conflict or even appear to conflict with those of the Foundation or compromise its interests. You should handle all actual or apparent conflicts of interest between your personal and professional relationships in an honest and ethical manner. Conflicts are not always clear-cut. Examples of actual or potential conflicts of interest are set forth on Appendix A to this Code. A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of the Foundation. A conflict situation can arise when an employee, officer or director takes action or has interests that may make it difficult to perform their Foundation work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director, or a member of their family, receives improper personal benefits as a result of their position in the Foundation. Loans to, or guarantees of obligations of, employees an their family members may create conflicts of interest.

In addition, employees, officers and directors are prohibited from taking for their own benefit any opportunities that are discovered in the course of their employment or service to the Foundation, except with the consent of the Board of Directors. Employees, officers and directors owe a duty to the Foundation to advance its legitimate interests when the opportunity to do so arises. If you become aware of a conflict or potential conflict of interest, contact the Executive Director for further guidance.

Disclosure

It is of paramount importance to the Foundation that all disclosure in reports and documents filed by the Foundation with any governmental agency or in other public communications made by the Foundation is full, fair, accurate, timely and understandable. All officers, directors, employees and contract workers must take all steps necessary to assist the Foundation in fulfilling these responsibilities, consistent with each person’s role in the Foundation. You should give prompt and accurate answers to all inquiries made to you in connection with the Foundation’s preparation of public disclosures and reports.

Code of ethics for senior officers

The Foundation’s Executive Director, Secretary and other officers (the “Senior Officers”) each bear a special responsibility for promoting integrity throughout the Foundation. Furthermore, the Senior Officers have a responsibility to foster a culture throughout the Foundation as a whole that ensures the fair and timely reporting of the Foundation’s results of operation and financial condition and other financial information.

Because of this special role, the Senior Officers are bound by the following Senior Officer Code of Ethics, and each agrees that they will:

• Perform their duties in an honest and ethical manner.
• Handle all actual or apparent conflicts of interest between their personal and professional relationships in an ethical manner.
• Take all necessary actions to ensure full, fair, accurate, timely, and understandable disclosure in reports and documents that the Foundation files with, or submits to, government agencies and in other public communications.
• Take all necessary actions to ensure compliance by such Senior Officers and the Foundation with all applicable laws, rules and regulations of federal, state and local governments.
• Proactively promote and be an example of ethical behavior in the work environment.

Reporting and compliance

If you become aware of conduct by an officer, director, member of the Technical Committee, employee or contract worker which you believe in good faith is a potential violation of this Code, you should immediately report such conduct to the Executive Director or, if the report concerns the Executive Director, the Chair of the Board of Directors. You should also report any complaint or concern regarding the Foundation’s financial disclosure, accounting practices, internal accounting controls, or auditing matters, or any concerns regarding any questionable accounting or auditing matters.

Alternatively, if you wish to report such matters anonymously, you may mail a description of the concern or complaint to the attention of either the Executive Director or Secretary at the following address: 1209 Orange Street Wilmington, County of Kent, Delaware, 19801

Persons outside the Foundation may also report complaints or concerns the Foundation personnel; such matters should be reported promptly on receipt to the Executive Director or Chair of the Board.

All reports of complaints or concerns shall be recorded in a log, indicating the description of the matter reported, the date of the report and a brief summary of the disposition. The Executive Director shall promptly report such complaints or concerns to the Chair of the Board of Directors. The log shall be maintained by the Executive Director and shall be reviewed periodically with the Board of Directors. This log shall be retained for five years.

Allegations of violations of the Code should be made only in good faith and not to embarrass or put someone in a false light. If you become aware of a suspected or potential violation, do not try to investigate or resolve it on your own. Prompt disclosure to the appropriate parties is vital to ensuring a timely and thorough investigation and resolution. You are expected to cooperate in internal or external investigations or alleged violations of the Code.

In response to every report made in good faith of conduct potentially in violation of the Code, the Foundation will undertake an effective and thorough investigation, and if improper conduct is found, the Foundation will take appropriate disciplinary and remedial action. Compliance procedures are set forth in Appendix B to this Code. The Foundation will attempt to keep its discussions with any person reporting a violation confidential to the extent reasonably possible without compromising the effectiveness of the investigation. If you believe your report has not been properly explained or resolved, you may take your concern or complaint to the Chair of the Board of Directors.

Employees and contract workers are protected by law from retaliation for reporting possible violations of this Code or for participating in procedures connected with an investigation, proceeding or hearing conducted by the Foundation or a government agency with respect to such complaints. The Foundation will take disciplinary action up to and including the termination of any employee or contract worker who retaliates against another employee or contract worker for reporting any of these alleged activities.

Further information

Please contact the Executive Director if you have any questions about this Code or require further information.

The most current version of this Code will be posted on the Foundation’s website. Any substantive amendment to or waiver of this Code may be made only by the Board of Directors, and will be disclosed, including the reasons for such action, on the Foundation’s website as well as via other means then required by applicable laws and regulations within four days of such action. The Foundation will maintain disclosure relating to such amendment or waiver on the website for at least twelve months and shall retain the disclosure concerning the action for at least 5 years.

Appendix A

The following are examples of conduct that could result in actual or potential conflicts:

• you, or a member of your family, receive improper personal benefits as a result of your position in the Foundation;
• you use the Foundation’s property for your personal benefit;
• you engage in activities that interfere with your loyalty to the Foundation or your ability to perform Foundation duties or responsibilities effectively;
• you, or a member of your family, have a financial interest in a customer, supplier or competitor which is significant enough to cause divided loyalty with the Foundation or the appearance of divided loyalty (the significance of a financial interest depends on many factors, such as the size of the investment in relation to your income, net worth and/or financial needs, your potential to influence decisions that could impact your interests, and the nature of the business or level of competition between the Foundation and the supplier, customer or competitor);
• you, or a member of your family, acquire an interest in property (such as real estate, patent or other intellectual property rights) in which you have reason to know the Foundation has, or might have, a legitimate interest;
• you, or a member of your family, receive a loan or a guarantee of a loan from a customer, supplier or competitor (other than a loan from a financial institution made in the ordinary course of business and on an arm’s-length basis);
• you divulge or use the Foundation’s confidential information – such as financial data, customer information, or computer programs – for your own personal or business purposes;
• you make gifts or payments, or provide special favors, to customers, suppliers or competitors (or their immediate family members) with a value significant enough to cause the customer, supplier or competitor to make a purchase, or take or forego other action, which is beneficial to the Foundation and which the customer, supplier or competitor would not otherwise have taken; or
• you are given the right to buy stock in other companies or you receive cash or other payments in return for promoting the services of an advisor to the Foundation.

Appendix B

Compliance Procedures

Compliance Officer. The Foundation’s Compliance Officer is the Executive Director. The Compliance Officer’s responsibility is to ensure communication, training, monitoring, and overall compliance with the Code. The Compliance Officer will, with the assistance and cooperation of the Foundation’s officers, directors and managers, foster an atmosphere where employees are comfortable in communicating and reporting concerns and possible Code violations.

Access to the Code. The Foundation shall ensure that employees, officers and directors may access the Code on the Foundation’s website. In addition, each current employee will be provided with a copy of the Code. New employees will receive a copy of the Code as part of their new hire information. From time to time, the Foundation will sponsor employee training programs in which the Code and other Foundation policies and procedures will be discussed.

Monitoring. The Executive Director is the “go to” persons for employee questions and concerns relating to the Code, especially in the event of a potential violation. Employees will immediately report any violations or allegations of violations to the Compliance Officer or as provided below.

Internal Investigation. When an alleged violation of the Code is reported, the Foundation shall take prompt and appropriate action in accordance with the law and regulations and otherwise consistent with good business practice. If the suspected violation appears to involve either a possible violation of law or an issue of significant interest to the Foundation, or if the report involves a complaint or concern of any person, whether an employee, a Member or other interested person, regarding the Foundation’s financial disclosure, internal accounting controls, questionable auditing or accounting matters or practices or other issues relating to the Foundation’s accounting or auditing, then the employee should immediately notify the Compliance Officer, who, in turn, shall notify the Executive Director. If a suspected violation involves any director or executive officer or if the suspected violation concerns any fraud, whether or not material, involving management or other employees who have a significant role in the Foundation’s internal controls, any person who received such report should immediately report the alleged violation to the Chair of the Board of Directors. The Compliance Officer or the Chair of the Board of Directors, as applicable, shall assess the situation and determine the appropriate course of action, including the conduct of an investigation, as appropriate.

Disciplinary Actions. Subject to the following sentence, the Compliance Officer, after consultation with the Board of Directors, shall be responsible for implementing the appropriate disciplinary action in accordance with the Foundation’s policies and procedures for any employee who is found to have violated the Code. If a violation has been reported to the Chair of the Board of Directors, the Board of Directors shall be responsible for determining appropriate disciplinary action. Any violation of applicable law or any deviation from the standards embodied in this Code will result in disciplinary action, up to and including termination of employment. In addition to imposing discipline upon employees involved in non-compliant conduct, the Foundation may also impose discipline, as appropriate, upon an employee’s supervisor, if any, who directs or approves such employees’ improper actions, or is aware of those actions but does not act appropriately to correct them, and upon other individuals who fail to report known non-compliant conduct. In addition to imposing its own discipline, the Foundation will bring any violations of law to the attention of appropriate law enforcement personnel.

Retention of Reports and Complaints. All reports and complaints made to or received by the Compliance Officer or the Chair of the Board of Directors relating to violations of this Code shall be logged into a record maintained for this purpose by the Compliance Officer and the record of such report shall be retained for five years.

Required Government Reporting. Whenever conduct occurs that requires a report to the government, the Compliance Officer shall be responsible for complying with such reporting requirements.

Corrective Actions. Subject to the following sentence, in the event of a violation of the Code, the Compliance Officer should assess the situation to determine whether the violation demonstrates a problem that requires remedial action as to Foundation policies and procedures. If a violation has been reported to Chair of the Board of Directors, the Board of Directors shall be responsible for determining appropriate remedial or corrective actions. Such corrective action may include providing revised public disclosure, retraining Foundation employees, modifying Foundation policies and procedures, improving monitoring of compliance under existing procedures and other action necessary to detect similar non-compliant conduct and prevent it from occurring in the future. Such corrective action shall be documented, as appropriate.