ServiceMax, Inc. (the “Company”) is committed to conducting business in accordance with applicable laws, rules and regulations and high standards of business ethics and to fostering an environment in which all employees, executive officers and directors of the Company are encouraged to raise in good faith concerns about any potential wrongdoing within the Company, free from fear of discrimination, harassment or other forms of retaliation.

This Policy for Reporting Concerns (this “Policy”) sets forth (a) the procedures for reporting and handling questions and concerns regarding potential, suspected or known violations of (i) applicable law, regulation, policy, the Company’s Code of Ethics and Business Conduct, or any other Company policy (including the Company’s policy prohibiting retaliation against employees who report concerns in good faith) and (ii) the Company’s accounting, internal control, financial disclosure, or auditing standards and processes.

Applicability

This Policy applies to all employees, executive officers and directors of the Company and its subsidiaries (collectively referred to as “you”).

Definitions

Concern” means any question or concern about a potential, suspected or known violation that has occurred, may occur and/or is occurring of any applicable law, regulation, the Company’s Code of Ethics and Business Conduct or any other Company policy.

Corrective Action” means an action to be taken to address issues raised as part of a Concern and may include, for example, revision of policies and procedures, disciplinary action, regulatory reporting or recovery of any proceeds from fraud or other conduct that is in breach of applicable law, regulation, the Company’s Code of Ethics and Business Conduct or any other Company policy.

Investigation” means the analysis and investigation of the factual, legal and ethical basis of a Concern, which may include interviews, review of documents and data, site visits and receipt of advice with respect to, but not limited to, the Concern and related Corrective Actions.

Investigator” means any person or group of persons designated by the Company pursuant to this Policy to coordinate and supervise the Investigation of a particular Concern.

Reporting Concerns

Reporting: Concerns may be submitted in writing or orally by any person. No form is required to submit a Concern; however, if it is your intent to submit a Concern and you do so orally (other than through the Company’s EthicsPoint Hotline), you should request a written acknowledgment that you have submitted a Concern. You may report a Concern by communicating it orally or in writing to any of the following:

  • Your manager
  • Human Resources
  • Legal
  • For accounting, auditing, internal controls, and financial disclosure related Concerns: Audit Committee, ServiceMax, Inc., 4450 Rosewood Dr #200, Pleasanton, CA 94588, Attention: Audit Committee Chair
  • ServiceMax EthicsPoint Hotline: 1-844-733-0092
  • Reporting website at https://servicemax.ethicspoint.com/

Receipt of a Concern reported orally should be acknowledged in writing to the person reporting the Concern.

Confidential Reporting: You may request that your report of a Concern through any of the channels listed above be treated confidentially subject to the Company’s interests in properly investigating the Concern and/or taking other action to protect the health and safety of individuals and the Company’s interests. All reported Concerns will be reviewed initially by the Company’s designated compliance personnel.

Anonymous Reporting: You may also report a Concern anonymously to:

If you choose to report anonymously, please ensure that you provide sufficiently detailed information to enable the Concern to be properly investigated (including, for example, details relating to the facts underlying the Concern and the person(s) involved). NAVEX EthicsPoint, a third party contracted by the Company, will take your initial report. The initial report is then communicated to the Company without disclosing any information about you. Concerns are also communicated to the Audit Committee Chair in the same confidential manner. The ServiceMax EthicsPoint Hotline and Reporting Website will provide you with a case number so that you may provide additional information and receive a response relating to the Concern.

While the Company encourages internal reporting to the Company of Concerns, nothing in this Policy restricts or limits your ability to report Concerns directly to a regulatory agency.

Protection for Reporting Concerns / Anti-Retaliation Policy

Certain laws and regulations prohibit retaliatory action against employees who report potential wrongdoing in certain circumstances. The Company prohibits retaliation against employees for reporting Concerns in good faith under this Policy or for participating in an Investigation. Making a report in “good faith” means that you have provided all the information you have, and you reasonably believe there has been a possible violation of applicable law, regulation, rule or standard, the Company’s Code of Ethics and Business Conduct or any other Company policy, even if your report turns out to be unsubstantiated. Retaliation includes any unfavorable job action (such as termination, demotion, suspension, discipline, reduced hours, transfer, or adverse compensation action), threat, harassment, or other discrimination in the terms and conditions of employment.

Retaliation is a violation of this Policy and the Company’s Code of Ethics and Business Conduct and may also violate the law. Retaliation should be reported in accordance with this Policy.

Handling and Investigating Concerns

The recipient of any reported Concern shall promptly communicate such Concern to the Company’s designated compliance personnel. The Company’s designated compliance personnel shall promptly provide written to the reporter that such Concern has been received. If the report has been submitted anonymously, the Company’s designated compliance personnel shall provide written confirmation to the extent possible.

The Company’s designated compliance personnel shall review within a reasonable time frame each Concern reported through any of the mechanisms for reporting Concerns listed above. The Concern will be assigned an identification number to enable tracking of the Concern and shall communicate the Concern to the appropriate Investigator for review and Investigation, if needed, with appropriate consideration regarding confidentiality concerns. Persons who have reported Concerns anonymously can use the identification number to provide additional information and receive a response relating to the Concern.

The Investigator will typically be from the Company’s designated compliance personnel, depending on the nature of the Concern and the persons involved. The Investigator shall prepare a plan of Investigation which the Company’s designated compliance personnel shall review and approve before the Investigation commences. A plan of Investigation should set forth the process and expected timing for conducting the Investigation, including persons to be interviewed, documents to be reviewed, reports to be prepared and the roles of Company personnel and outside advisors. Investigators may seek assistance in any Investigation from other Company personnel, including people outside the relevant business unit or corporate function. In addition, depending on the scope and nature of the Investigation, Investigators may require assistance from outside advisors (such as legal counsel, external auditors, accountants, fraud investigators, information technology experts, etc.) but shall obtain the prior approval of the Company’s designated compliance personnel before approaching or retaining such advisors.

The person who is the subject of the Investigation shall be notified in a timely manner about the Investigation and involved in the Investigation as deemed necessary and appropriate.

You are expected to cooperate when your assistance, or the assistance of any person under your supervision, is sought with respect to any Investigation.

The Company’s designated compliance personnel shall meet with the Investigator on a regular basis to provide oversight and receive updates on the progress of the Investigation.

In the event that the Concern involves any Director or Officer of the Company (whether in his or her role as a director, employee or officer of the Company or otherwise), the Audit Committee will make its report to the Board of Directors, exclusive of any Director or Officer involved in such Concern.

Investigations shall be treated as confidential to the extent possible and only discussed with those outside the investigation team on a need-to-know basis. You are required to keep confidential any information that you receive as part of an Investigation, including the existence of the Investigation, the persons involved and the factual, legal and ethical issues.

Corrective Actions

At the conclusion of an Investigation, the Investigator and/or the Company’s designated compliance personnel may recommend that certain Corrective Actions be taken. Any Corrective Action that consists of discipline of any Company personnel shall be discussed in advance with Human Resources. Disciplinary action shall be consistent with applicable law and regulation and the guidelines for disciplinary action included in the Employee Handbook or other Company policies. Types of disciplinary action include, but are not limited to, reprimand (verbal or written), suspension, reduction in salary or other compensation such as bonuses, demotion, and termination.

Reporting Relating to Concerns, Investigations and Corrective Actions

The Company’s designated compliance personnel shall maintain a log of all Concerns shall be maintained along with the status of any Investigations and Corrective Actions. The Company’s designated compliance personnel shall report on Concerns, Investigations and Corrective Actions shall be provided to the Audit Committee at least quarterly and more frequently as circumstances require. Company personnel who have raised a Concern shall be kept apprised of the status of their Concern where appropriate.

Policy Review

The Audit Committee shall review this Policy periodically.

Questions about this Policy should be directed to the Chief Legal Officer at Legal@servicemax.com.