Professional Ethics
The purpose of establishing the system:
This code is formulated in accordance with the requirements of Section 406 of the Sarbanes-Oxley Act promulgated in 2002 and related provisions. , which contains the highest standards of business ethics that guide the company's operations. Compared with general business conduct levels or applicable laws and regulations, this specification imposes higher requirements to a certain extent, and Baidu will comply with these higher requirements.
Scope of application of the system:
This "Professional Ethics and Code of Conduct" (hereinafter referred to as the "Code") applies to Baidu, Inc. and all its subsidiaries and affiliated companies (hereinafter referred to as the "Code") (hereinafter referred to as the "Company" or "Baidu Company") all ordinary employees, senior management, consultants and board members (hereinafter collectively referred to as "employees" or "Baidu Employees"), are a set of basic policies for the operation of Baidu Company.
Note: Affiliated companies refer to companies over which Baidu, Inc. can control its decision-making power through various arrangements.
Content of the policy:
1. General principles
This code is based on the following general principles: Comply with the law
Baidu Company and its employees Will comply with the letter and substance of applicable laws and regulations. Comply with honest and ethical standards
Baidu Company guarantees that in its business dealings with shareholders, employees, customers, suppliers, local communities, governments at all levels and the general public in the places of operation (including when personal interests and company interests When conflicts arise), maintain a high level of integrity and professional ethics. Full and Fair Disclosure
Baidu is committed to ensuring that the information disclosed in the statements submitted by Baidu to relevant government regulatory agencies and all other public release agencies is complete, fair and sufficient. , accurate, timely and understandable.
The "Baidu Company" mentioned in this specification means Baidu, Inc., a limited liability company registered in the Cayman Islands and all of its subsidiaries and affiliates.
The "employees" mentioned in this specification mean: all full-time and part-time employees legally employed by Baidu, Inc. and all of its subsidiaries and affiliates.
This code should be enforced at all organizational levels. It is the employee's responsibility to be aware of and comply with this Code and to ensure that others do the same.
2. Comply with applicable laws, regulations and systems
Baidu's policy requires that all applicable laws and regulations, both in writing and in substance, be complied with. 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 receiving benefits, employment harassment, occupational health and safety, wrong or ambiguous Financial information or misuse of company property.
Any violation of applicable laws, regulations, this specification and other company policies should be reported immediately to Baidu in accordance with the "Reporting System and Procedures" stipulated in Section 7 of this specification.
If any employee is unsure whether a situation violates applicable laws, regulations, binding policies or company systems, he or she should contact the company's department managers, the company's human resources and legal departments. or Chief Executive Officer (CEO) to discuss the situation to avoid the possibility of future problems. Failure to do so will in itself constitute a violation of the Code.
3. Employee relations
3.1. Rights of employees/employers
The rights of employees and the rights of the company as an employer are subject to the laws of the country where the employment activities are located, the employer be bound by the written employment contract, work regulations, etc. signed by the unit and individual.
If local law applicable to employment practices contains mandatory requirements that are different from the provisions of this Code, local law shall apply.
3.2. Working environment
Baidu is committed to creating a high-quality working environment where all employees respect and trust each other. Maintaining integrity, good character, a positive attitude, a strong sense of moral responsibility and high ethical standards in everything we do creates a quality work environment. Every employee is obligated to comply with all of these standards. Harassment
The Company is committed to providing a work environment in which all individuals are respected and treated with dignity.
The Company will not tolerate any form of disrespectful behavior towards employees, including inappropriate anger, violence, or any conduct in the workplace that results in intimidation, threats or other forms of hostility. The Company prohibits any form of harassment of employees, whether verbal or physical, by upper management or by non-management personnel and outside parties. Harassment includes, but is not limited to: offensive flirting, unwanted sexual advances or offenses, name-calling, sexually or racially derogatory remarks, and display of pornographic images and objects in the workplace. Discrimination
The Code prohibits unequal treatment of Company personnel except as a result of job performance. Our recruiting, hiring, training, promotion and salary policies do not take into account race, national origin, religion, sex, age, 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 bathrooms, except for the smoking room.
Drinking during office hours is permitted only during company celebrations and when receiving clients, and within reasonable limits. The Company does not allow alcohol on Company property except at Company events or with prior authorization. Safe Workplace
The company is committed to maintaining a safe and healthy workplace for all employees, complying with local safety regulations and reasonably eliminating known safety hazards. Employee Privacy
The Company firmly believes in the need to respect the privacy of its employees. Respect for employee privacy precludes any concern about an employee's personal conduct outside of get off work unless that conduct impairs the employee's job performance or affects the Company's reputation or legitimate business interests. Open and honest communication
The company adheres to the policy of openness in the communication process and handles dissatisfaction in an open and honest manner. Value employees
The company regards employees as owners of the company and implements fair and just evaluation and reward mechanisms in order to maintain a long-term and efficient working environment. Our employees are critical to our success. We hope to maintain the company's success by providing rewards and career opportunities that are aligned with employees' value creation. Conflicts of Interest
The Company expects employees to carry out and perform their obligations ethically, honestly, with integrity and to the highest degree possible. This requires employees to avoid actual or apparent personal and professional conflicts of interest.
A "conflict of interest" exists when an individual's obligations to the company conflict with his or her personal interests. As a matter of company policy, situations of conflicts of interest are strictly prohibited and employees should avoid any situation that might create a conflict between their personal interests and the interests of the company. For detailed regulations on avoiding conflicts of interest, please read the "Avoiding Conflict of Interest System" carefully. In addition to the prohibited employee conduct stipulated in the "Conflict of Interest Avoidance System", Baidu, Inc., as a public company, is also prohibited from directly or indirectly (including through any of its subsidiaries) making personal loans to its directors or senior management ( or any equivalent senior management) to extend or maintain credit, or to arrange for the grant or extension of said credit.
3.3. Illegal or improper conduct
This code prohibits employees from engaging in illegal or improper conduct. These behaviors include but are not limited to: Any behavior that violates national laws and regulations, and any behavior that violates public ethics. conduct, or any conduct involving dishonesty or willful misconduct that constitutes a violation of the law; Repeated failure or refusal to perform employee duties, including obeying lawful and proper instructions from the board of directors or supervisors and managers; Failure to disclose the same to agents , side agreements or private agreements signed by customers, suppliers or partners outside the terms of the contract; other inappropriate behaviors that have or may damage the company's reputation or damage the company; making false or untrue statements to the company about personal experience and health status Disclosure; Making arrogant comments and slanders about the behavior of the company and other colleagues and business partners outside the scope of authorization and normal procedures in the name of the individual or the company.
3.4. Fraud and Similar Disciplinary Conduct
All employees must be aware of fraud within the Company or anything that could result in a false or misleading entry in the books or records, including But it is not limited to the behaviors prohibited in this code and the "Prohibition of Private Agreement System", "Avoidance of Conflict of Interest System", "Prohibition of Disclosure of Confidential Information" and "Regulations on the Management of Material Undisclosed Information and Insider Trading". Any such behavior should be reported immediately to the Company in accordance with the "Reporting Systems and Procedures" set out in Section 7 of the Code.
4. Anti-unfair competition
Baidu and its employees shall not use any unfair means to illegally exclude competitors from fair competition and legitimate business activities, and shall not deliberately fabricate or spread false facts. Damage a competitor's goodwill. Baidu and its employees shall not use illegal means to infringe on competitors' trade secrets. Trade secrets refer to technical and economic information that is not known to the public, can bring economic benefits to competitors, is practical, and has been kept confidential by the right holder.
5. Illegal and Improper Payments
Baidu’s principle of business conduct is “fair dealing.” Baidu and its employees are not allowed to use property or other means to bribe to sell goods. Those who secretly give kickbacks to other companies or individuals outside the accounts will be punished as bribes.
When Baidu sells services and goods, if it needs to give discounts to the other party, including but not limited to commissions to intermediaries, physical goods, etc., it must be given to the other party in an express manner, and possible supporting documents must be provided, and the financial department must be informed of the truth. Accounted.
6. Corporate disclosure, accounting management, processes and records
6.1. Completeness, adequacy, accuracy, timeliness and understandability of disclosed information
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After the IPO, Baidu, as a listed company, must disclose its financial status and other significant company-related information to the investing public and the U.S. Securities and Exchange Commission (SEC). The company is committed to ensuring that the information disclosed in the statements submitted by the company to relevant government regulatory agencies and all other public release agencies (including but not limited to: information on business, operations and financial condition) are complete, sufficient and accurate , timely and understandable. The Company and its employees are required to strictly comply with all applicable laws, regulations and systems regarding financial accounting, reporting, estimating and budgeting. Disclosure of inaccurate, incomplete and untimely reporting is not permitted and can seriously harm the company and give rise to legal liability.
In order to achieve the above objectives: The Company is committed to developing and operating a system of internal accounting controls and procedures to provide a reasonable assurance that all transactions within the Company are properly authorized, recorded and All laws were followed. The company's internal controls include but are not limited to written policies and guidelines, superior review and monitoring, 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 relevant regulatory agencies and regulatory regulations The requested information is disclosed.
Employees should be aware that abiding by these internal control systems and disclosure mechanism procedures ensures that the disclosed information is complete, sufficient, accurate, timely and understandable, not only by the company's financial department The company requires every employee to be familiar with and strictly abide by these internal control systems and disclosure mechanism procedures.
Specifically, employees are expected to abide by the following principles, including but not limited to: All business transactions must be properly authorized and properly, completely and accurately recorded in the company's books and records; All accounting records, and the financial statements generated from such records, must comply with all applicable laws and regulations and must not contain any records that are false or intentionally misleading; Employees must fully and accurately comply with all recordkeeping or document retention requirements, Comply with the requirements of the company's management and its internal and external auditors; Do not provide information to the company's internal and external auditors with reservations, or deliberately make false or potentially ambiguous statements to them; Strictly prohibit Funds, payments or receipts are not recorded or concealed.
Employees should supervise and promptly report the possibility of inaccurate and incomplete financial reports, and should focus on the following aspects: Financial statement results are inconsistent with relevant actual business conditions; Transactions without obvious business purpose ; Requests to circumvent regular approval procedures.
6.2. Communication with the outside world
Baidu attaches great importance to the company’s credibility and reputation in the outside world. Any oral or written reports and comments about the company by the investment community and news media will have a direct positive or negative impact on the company. Baidu's policy is to promptly provide accurate and complete information when requested by outside parties (media, analysts, etc.), while adhering to the confidentiality of competitive and proprietary information and preventing the selective disclosure of sensitive financial data. regulations. In order to ensure that the above policies are implemented, the company and its employees need to specifically comply with the following two aspects:
6.2.1. Comply with the "Fair Disclosure" regulations and communicate with the investment community Communication
As a company listed in the United States, Baidu complies with the "fair and fair disclosure" provisions of the U.S. securities laws (referred to as "FD Clauses"). Article FD stipulates: When a company discloses material undisclosed information about the company to securities market professionals or shareholders, and reasonably foresees that shareholders will use the above information to conduct transactions, the company must also disclose the above information to the investing public. "Securities market professionals" generally include: analysts, investment institutions and other investment advisers. Any important information of the company should be disclosed to all investors in a fair manner.
Only the Investor Relations Department has the authority to disclose company information to securities market professionals or shareholders upon their request. No employee may communicate with the investment community (including but not limited to shareholders, analysts, fund managers or potential investors) regarding company information (whether the information has been made public or has not been made public) without the express approval of the Investor Relations Department. Communicate directly. Employees who receive a request to disclose information from securities market professionals or shareholders are required to immediately contact Investor Relations so that it can coordinate a response to the request.
6.2.2. Communication with the media
Employees are not allowed to communicate with the media, whether publicly or privately, without first consulting the company's external news release personnel. If there are any potential public relations issues, such as a customer writing a complaint on a public forum, employees should immediately refer it to company external communications staff.
If the media has inquiries or needs for company information, employees should immediately submit it to the Investor Relations Department for processing.
As for the regulations on relations with the media, employees should also carefully read the "Baidu Executive and Employees' External Speech System" to ensure that each employee abides by the correct code of conduct when dealing with media relations.
7. Business partners, suppliers and customers
7.1. Acquisition of goods and services
The company guarantees fair dealings with our suppliers and in competition Conduct fair competition in the evaluation process to determine suppliers, and do not discriminate or deceive suppliers. The selection of suppliers should be based on the price, service, quality and reputation provided by the supplier, and in a manner that is beneficial to the company's long-term commercial development. carried out according to the principle.
Employees should always be impartial in their dealings with suppliers and should not attempt to influence to obtain "special treatment" for a particular supplier, which would jeopardize our competitive selection program. Employees must not accept or solicit personal benefits from suppliers and target suppliers in a manner that would compromise the impartiality of the supplier's product and price evaluations. Employees are also expected to maintain confidentiality regarding pricing or product information submitted to the Company by suppliers or potential suppliers.
Purchase agreements should be properly approved and specify the services and products provided, the basis on which payment will be calculated, and the applicable prices and fees. The payment amount must match the services or products provided.
7.2. Gifts and Entertainment
The company’s business practices are based on the principle of “fair dealing”, so no employee may accept kickbacks, commissions or other forms of payment secretly Employees are also prohibited from bribing others for personal gain. The company treats all employees and companies with whom it does business fairly. The Company encourages courteous behavior in business dealings, but the giving and receiving of gifts or entertainment is considered an attempt to exert undue influence on the relationship.
Employees and their family members must not accept gifts, services, travel or entertainment that influence or are likely to influence their judgment or behavior in the performance of their obligations.
The recipient of the gift should report the acceptance of the gift to the department supervisor in a timely manner, and after obtaining the approval of the department supervisor, report it to the Human Resources Department for record. Employees who receive any inducement or reward should immediately report it to their department supervisor.
Gifts that employees can accept and retain without declaration are limited to souvenirs with no commercial value, such as diaries, calendars, memos, etc.
Gifts should be rejected under the following circumstances:
a) They may lead to unnecessary and unwanted direct or indirect publicity for the company.
b) Gifts that intentionally exert influence on the company or may put the company in an awkward position.
c) Receiving this gift will bind the recipient to any obligation of any kind.
d) Gifts in the form of cash must be refused.
Gifts given to the other party and entertainment provided to the other party on behalf of the company must be truthfully accounted for.
7.3. Interactions with potential customers and customers
The company is committed to meeting all the needs of customers, to satisfying customers and maintaining long-term partnerships with customers. Integrity and honesty are the Very critical.
Employees may not knowingly make misrepresentations to customers about our company's or competitors' products or services; all comparisons with competitors must be accurate, based on publicly available information and not misleading.
Employees may not enter into side agreements or private agreements with customers outside of a written contract.
Employees may not, directly or indirectly, offer money or any other form of bribe to a government official in order to obtain or retain customers.
7.4. Compliance with relevant content in other company systems
Company employees must comply with all regulations for business partners, suppliers, and customers in other company systems other than this code, including but not limited to Not limited to the "Prohibition of Private Agreement System".
8. Confidentiality and protection of company information and property
8.1. Use and disclosure of information
In order to ensure that all ordinary employees, senior management, and Consultants and board members shall keep confidential information related to the company's business, technology, etc., which is the company's property, and shall not disclose the above information to any third party privately, thereby ensuring that the company's interests are not harmed;
To comply with all laws and regulations regarding the use and disclosure of material non-public information, prevent the unauthorized disclosure of any non-public information obtained in the workplace, and the misuse of material non-public information in securities transactions .
The company has formulated the "Confidential Information Disclosure Prohibition System" and "Major Undisclosed Information and Insider Trading Management Regulations". All employees should read the above systems carefully to ensure that each employee is responsible for the use and disclosure of information. Follow the correct rules of conduct.
8.2. Protection of company property
All employees are obliged to protect the company property entrusted to them from loss, damage, improper use, access and theft, and to comply with the management and All rules and regulations regarding the use of company property. Property includes, but is not limited to, company-owned information, technical data, software, information system resources, buildings, equipment, documents, and cash.
Employee use of company property should be limited to company business and not extend to personal use. Any employee who is leaving the company must return all company property, including documents or storage materials containing company information, and no backups may be retained.
Any inventions, creations, compilations, software, technology or trade secrets or other forms of intellectual property rights created by all employees of the company using company resources (including information) during the period of their employment belong to the company. All, and promises to use its best efforts to cooperate with the company so that the company can obtain complete property rights. At the same time, the above outputs should be regarded as confidential information owned by the company and employees are required to comply with the "Confidential Information Disclosure Prohibition System".
The Company respects the property rights of other companies in their proprietary information and requires its employees to comply with state laws that protect such rights.
9. Report violations and oppose retaliation
9.1. Report violations
In order to ensure that all employees and all companies and institutions that have relations with Baidu Or individuals can report violations of Baidu's "Professional Ethics and Code of Conduct" and related systems and procedures through effective channels. The company has formulated a "Reporting System and Procedures". All employees are responsible for reporting known or suspected violations to designated departments in accordance with the company's "Reporting Systems and Procedures".
9.2. Opposition to retaliation for reporting
No employee may suffer retaliation from the company or other employees for reporting in good faith. However, the company reserves the right to punish employees who make malicious reports, harassing reports and intentionally false accusations. In order to better protect the rights of whistleblowers and make all employees understand the rights of whistleblowers to eliminate concerns about retaliation for reporting, the company has formulated the "Anti-Retaliation System for Reporting". Please read this system carefully.
10. Penalties for violating the "Professional Ethics and Code of Conduct"
If there is a violation of the "Professional Ethics and Code of Conduct", it will be regarded as a serious violation of the company's rules and regulations. Any violation of the Code and related systems is subject to penalties, and a claim that a violation of the Code occurred as a result of acting on the orders of a supervisor or higher level management does not constitute justification. The company has the right to immediately terminate the labor contract of the responsible person in accordance with the law without paying any financial compensation. If the responsible person's behavior violates the law, the company will transfer it to the judicial authority to pursue his legal responsibility in accordance with the law.
11. Exemptions
Exemptions from this specification may only be granted in exceptional circumstances and on a case-by-case basis. Only the company's Board of Directors (or a committee of the Board of Directors/designated committee) has the authority to issue exemption decisions for employee violations of the Code.
12. Question consultation
The "Professional Ethics and Code of Conduct" clarifies guiding principles for employees by clarifying principles and standards. It does not cover all questions. If employees encounter a situation that is not covered by this code, or have questions about matters mentioned in this code, they are encouraged to consult the company's human resources department, legal department and internal audit department.
13. All employees of the company should abide by all other systems in effect in the company, including but not limited to the "Avoiding Conflict of Interest System", "Confidential Information Disclosure Prohibition System", "Baidu Employee Information Security Manual", " "Regulations on the Management of Major Undisclosed Information and Insider Trading", "Prohibition of Private Agreements System", "Reporting Systems and Procedures", "Anti-Retaliation System for Reporting Behaviors" and "Baidu Company Email Management System".
Effectiveness and expiration of the system:
Effective date: July 1, 2005
Approval: Board of Directors, July 1, 2005
< p>Revision Rules for the System:The Ethics Committee will review the Code annually or as needed and, if necessary, make appropriate modifications for Board approval.
This specification will be placed on the company's intranet and external network for company employees and outsiders to browse. The Human Resources Department will conduct regular training on this specification and related systems for company employees based on specific circumstances. This specification The revised version of the relevant system will be published on the company's intranet in a timely manner and employees will be notified for review.
Complaint Hotline Complaint Mailbox
As a NASDAQ listed company, Baidu has formulated a series of rules and regulations including the "Employee Professional Ethics and Code of Conduct". In order to implement the aforementioned regulations and strive to reduce and eliminate the occurrence of employee violations, Baidu has specially set up a "complaint hotline" and "complaint mailbox". All walks of life are welcome to supervise Baidu employees and complain about Baidu employees' violations through the following contact information. Behavior. We welcome you to leave your name and contact information when making a complaint. Of course, you can also complain anonymously. We are committed to keeping the complainant and complainant-related information confidential to the greatest extent possible while ensuring that complaints can be fully and fairly investigated and in compliance with legal requirements.
If you leave your contact information when making a complaint, we will contact you within 15 working days after receiving the complaint information:
Complaint Hotline: (00-8610) 59927878
< p>Complaint mailbox: bdjb@baidu.comThe above reporting hotline and reporting mailbox are specially used by Baidu to report illegal, illegal or improper behavior of Baidu employees in business activities. If you If you want to report illegal and harmful information on the Internet, please report it to webmaster@baidu.com. For complaints about bidding ranking business, please report it to question@baidu.com.
Please be sure to choose the correct reporting channel based on the content you are reporting. Wrong selection of channels will result in your issue not being handled.