Table of contents
Table of contents
Last Updated: November 16, 2023
This Code of Conduct (the “Code”) of RealtimeBoard, Inc. and its subsidiaries (collectively, the “Company” or “Miro”) outlines the requirements and standards for how we conduct business at Miro worldwide. It also helps us understand how our values impact the way we do business in a legal, ethical and socially responsible way.
This Code applies to every director, officer, employee, and independent contractor of Miro and its subsidiaries all around the world. Miro operates in many different countries around the world and our colleagues are citizens of nations with varying laws, regulations, and customs. Our commitment to conducting business according to the highest standards of ethical conduct applies across national boundaries.
This Code is not a contract of employment and it does not convey any specific employment rights or guarantee employment for a specific time. Miro reserves the right in its sole discretion to modify or eliminate any of the contents of this Code without prior notice.
We encourage all Mironeers to use good judgment and do the right thing. This Code is intended to be a practical guide to handling situations that arise at Miro. This Code is not intended to and cannot address every situation or issue that you might encounter at Miro.
There may also be questions about how to apply and interpret this Code. We interpret this Code on a case-by-case basis and consider the surrounding facts and circumstances applicable to each case.
Every person can make a big difference, so it is vital to act with integrity and in accordance with local laws. Miro requires its global employees, independent contractors, consultants, and others who do business with Miro to comply with all applicable laws, rules and regulations when performing work.
Referring to this Code and following Company policies, applicable laws, rules and regulations at all times will help enable you to make the right choices. If you have any questions or concerns about this Code, a Company policy, a law, rule, or regulation, you should contact Miro’s legal team (“Miro Legal”) at legal@m.turbidity.top.
Above all, this Code helps employees maintain the trust Miro has built with its customers, vendors, employees and others who have a stake in the Company’s success. That trust is what helps Miro succeed every day.
We may ask our Mironeers to certify your knowledge of various facts on a periodic basis. Miro relies on certifications to record transactions, make legal and accounting determinations, and comply with laws. If you do not provide a certification or completely, honestly, and accurately complete a certification, you may be in violation of this Code. This might result in disciplinary action, which may include termination of your employment.
It is rare for anyone to be exempted from any part of this Code, regardless of seniority or position. Waivers may only be granted in a manner permitted by law, with review and approval by Miro’s General Counsel, and, if required under applicable regulations, review and approval by the Board or a committee of the Board, to the extent permitted by applicable regulations.
At Miro, we believe that all workers deserve a fair and ethical workplace and must be treated with dignity and respect. Miro expects its own workforce, and each company with which it does business, to uphold the highest standards of human rights.
Miro is committed to complying with all applicable laws providing equal employment opportunities and adhering to applicable employment laws and regulations. In compliance with those laws and ordinances, it is our intent to ensure that our work environment remains free from unlawful discrimination and harassment against employees, applicants for employment, individuals providing services in the workplace pursuant to a contract, interns and volunteers, based on their actual or perceived race, religious creed, color, national origin, ancestry, physical or mental disability, medical condition, genetic information, marital status (including registered domestic partnership status), sex (including pregnancy, childbirth, lactation and related medical conditions), gender (including gender identity and expression), age, sexual orientation, AIDs/HIV status, weight and height, military and veteran status and any other consideration protected by law (collectively, “Protected Characteristics”). Miro is dedicated to the fulfillment of this policy regarding all aspects of employment, including but not limited to recruiting, hiring, placement, transfer, training, promotion, rates of pay, and other compensation, termination, and all other terms, conditions, and privileges of employment. We will not tolerate discrimination or harassment based on any Protected Characteristics.
Miro is committed to using only voluntary labor and is vehemently opposed to the trafficking of persons or use of any form of slave, forced, bonded, indentured, or prison labor. Involuntary labor includes the transportation, harboring, recruitment, transfer, receipt, or employment of persons by means of threat, force, coercion, abduction, fraud, or payments to any person having control over another person for the purpose of exploitation.
Miro is committed to providing a safe work environment. Our programs focus on general safety awareness and incident response. We encourage all Mironeers to follow all safety protocols and report unsafe situations.
The safety of our Mironeers is of utmost importance at Miro. As a result, employee involvement in criminal activity during employment, whether on or off Company property, may result in disciplinary action including suspension or termination of employment, subject to the requirements of applicable law. Disciplinary action depends upon a review of all factors involved, including whether or not the employee's action was work-related, the nature of the act, or circumstances that adversely affect attendance or performance. Any disciplinary action taken will be based on information reasonably available. This information may come from credible witnesses, police, or any other source. Disciplinary actions taken by Miro will not depend upon the disposition of any case in court.
Reporting to work or performing work while impaired as a result of alcohol or illegitimate drug consumption is prohibited. Lawful off-duty alcohol and drug use, while generally not prohibited by this policy, must be moderate and reasonable and must not interfere with an employee's job performance. Please be especially mindful of this when you attend Company-sponsored parties and events.
We want to ensure that Miro is a place where workers can thrive. In order to assure the safety and security of our people and provide the best possible work environment, we expect workers to follow basic, common-sense rules of conduct that will protect everyone’s interests. It is not possible to list all the forms of behavior that are considered unacceptable in the workplace, but we have provided the following examples of prohibited conduct to assist you:
Falsification of employment records, employment information or other records;
Recording the work time of another employee, allowing any employee to record another employee’s work time, or allowing falsification of any time record, whether yours or another employee’s;
Theft or the deliberate or careless damage of any Company property or the property of any employee, vendor or customer;
Use of Company materials, supplies, tools or products for personal reasons without prior permission from Company management;
Abuse of Miro’s electronic resources (as more fully explained in the “Information Security Policy”);
Possessing, distributing, selling, transferring or using or being under the influence of illegal drugs in the workplace;
Use of alcohol or drugs in a matter which violates this Code
Provoking a physical fight or engaging in physical fighting during working hours or on premises occupied by Miro;
Carrying firearms, weapons or dangerous substances at any time, on premises owned or occupied by Miro.
Using abusive, violent, threatening, discriminatory or vulgar language at any time during working hours or while on premises owned or occupied by Miro;
Failing to observe working schedules, including meal and rest breaks;
Violating any safety, health or security policy, rule or procedure of Miro; and
Committing a fraudulent act or intentional breach of trust under any circumstances.
Although employees and/or Miro may choose to end their employment relationship at any time and for any reason, without following any formal system of discipline or warning, we may exercise discretion to utilize forms of discipline that are less severe than separation for conduct violations. Examples of less severe forms of discipline include verbal warnings, written warnings, demotions and suspensions. Although one or more of these forms of discipline may be taken, no formal order or procedures are necessary. Miro reserves the right to determine which type of disciplinary action to issue in response to any type of performance issue or rule violation.
A conflict of interest is a situation where an opportunity for personal gain may be contrary to the Company’s best interests.
Avoid even the appearance of a potential conflict of interest. If you believe that you may have a potential conflict of interest, discuss it with your manager or the People team right away. Remember, it is your responsibility to act appropriately until the situation has been addressed.
Miro believes that a work environment where employees maintain clear boundaries between their personal and business interactions is most effective for conducting business and enhancing productivity. Notably, this policy does not prevent the development of friendships or romantic relationships between co-workers. However, it does establish boundaries as to how intimate and family relationships are conducted during working hours and within the work environment.
A familial or intimate relationship among employees can—under certain circumstances— create an actual or at least potential or perceived conflict of interest in the employment setting, especially where one relative, spouse, partner, or member of such a relationship supervises another relative, spouse, partner, or member. If a familial or intimate relationship negatively affects an employee's job performance, occurs during working time or on Company premises, or poses some other danger of a conflict of interest, it may be considered a Code violation.
To avoid any conflicts of interest, Miro may refuse to hire or place a relative or other intimately associated individual in a position where the potential for favoritism or a conflict exists in Miro’s sole discretion. All Miro employees in a romantic, sexual, or familial relationship with another Miro employee are encouraged to disclose the existence of the relationship to their People Business Partner.
For the purposes of this policy, a relative or familial relationship refers to any person who is related by blood or marriage, or whose relationship with the employee is similar to that of persons who are related by blood or marriage (e.g., parent, sibling, spouse, child, in- law, grandparent, grandchild, step-relative, or domestic partner). An intimate relationship refers to a relationship between people who are romantically involved.
Mironeers are the most important resource that we have at Miro. Your time and energy impact the value we have as an organization, and your colleagues depend on you to work as hard as they do.
You are expected to devote your full professional energies to your work at Miro, and any outside activities cannot interfere with your job at Miro.
Miro asks that you do not:
Use any work time, equipment, or materials for any non-Miro job, business, or inventions. This includes using Miro workspace, computers, Internet access, copy machines, and any other Miro assets or services.
Use your position at Miro to solicit work for your outside business or other employer, to obtain favored treatment, or to pressure others to assist you in working on your business.
Participate in an outside employment activity that could have an adverse effect on Miro or your ability to perform your duties at Miro.
Use confidential Miro information to benefit your other employer, outside business, or invention.
You must inform your manager and the People team before you take on any outside employment, consulting or Board membership that might cause a potential conflict with Miro. If you are unsure as to whether a conflict exists, please discuss it with your People Business Partner.
Many Miro employees have investments in publicly-traded stock or privately-held businesses. In general, these are fine, but investments might give rise to a conflict of interest if you are involved in or attempt to influence transactions between Miro and the business at issue. Financial interests that pose a potential conflict of interest require approval from your People Business Partner and Miro Legal. If a real or apparent conflict arises, disclose the conflict to Miro Legal directly.
If you, a relative, or a member of your household (including a roommate) is considering investing in a Miro supplier, customer, or competitor, take great care to make sure that the investment does not compromise your obligations as a Miro employee. Things to consider in determining whether there is a real or seeming conflict:
The size and nature of your investment;
Your ability to influence Miro’s decision;
Your access to Miro’s confidential information; and
The nature of the relationship between Miro and the other company.
Miro officers, directors and employees are prohibited from taking for themselves personal opportunities that are discovered through the use of corporate information or position, unless the opportunity is disclosed to and pre-approved by Miro Legal. No officer, director or employee may use Company property, information or position for improper personal gain, and no officer, director or employee may compete with the Company directly or indirectly. Officers, directors and employees owe a duty to the Company to advance its legitimate business interests when the opportunity to do so arises. These opportunities include, for example, inventing products or services and writing books.
This policy applies to both giving and receiving gifts or other things of value as part of your job at Miro. Gifts are usually goods or services, but can be any item of value, including entertainment (such as tickets or invitations to concerts, sporting events, etc.). Exchanging gifts and entertainment can help build strong working relationships with customers and other business partners. In some cases, however, gifts and entertainment may create a conflict of interest or unfair bias that could influence business decisions or be seen as bribery. Employees may not give or receive gifts or entertainment to or from current or potential vendors, suppliers, customers, or other business associates unless all of the following conditions are met:
Customary. The item is a customary business gift and would not embarrass Miro, if publicly disclosed. Cash is never an acceptable gift. Giving or receiving cash is viewed as a bribe or kickback and is always against Miro policy.
No favored treatment. The purpose of the gift is not to obtain special or favored treatment.
Local Legality. Giving or accepting the gift is legal in the location and under the
circumstances where given.
No/Low Value. Generally, if your gift does not involve a government official, a gift of either no or very low value is permissible.
Recipient is not a government official. Never provide a gift, including meals, entertainment, or other items of value, to a U.S. or foreign government official without obtaining approval from Miro Legal in advance.
All the terms and conditions of agreements entered into by Miro must be formally documented. Contract terms and conditions define the key attributes of Miro’s rights, obligations, and liabilities and can also dictate the accounting treatment given to a transaction. Making business commitments outside of the formal contracting process, through unapproved side deals, side letters, or otherwise, is unacceptable. You should not make any oral or written commitments that create a new agreement or modify an existing agreement without approval through the formal contracting process.
We ask that all Mironeers please be responsible and respectful of fellow employees, customers, vendors, contractors and other parties that we conduct business with in all communications, whether via phone, email, Slack, Miro boards, messaging services, virtual meetings, or in any content you create or produce. Please check our applicable policies for additional guidance on external communications, including the Miro Social Media Policy.
Miro commits to maintaining awareness of and comply with applicable laws and regulations in all jurisdictions where Miro conducts business, including but not limited to:
All laws and regulations on bribery, corruption, money laundering, terrorist financing, and prohibited business practices, including but not limited to (i) the Foreign Corrupt Practices Act (FCPA), the United Kingdom Bribery Act (UK Bribery Act), and other anti-corruption laws, (ii) laws governing lobbying, gifts, and payments to public officials, and (iii) political campaign contribution laws;
Securities regulations;
Antitrust and fair competition laws;
Trade controls, as well as all applicable export, re-export, and import laws and regulations;
Financial control and audit regulations;
Wage and hour laws; and
Privacy and information security laws and regulatory requirements
Miro has zero tolerance for bribery, facilitation payments, kickbacks or other corrupt practices. All Miro employees and our business partners must fully comply with the Foreign Corrupt Practices Act (“FCPA”) and other applicable laws prohibiting the bribing of public officials or individuals in the private sector (such as the U.K. Bribery Act).
Bribery is offering or giving something of value in order to improperly influence the recipient’s actions. Bribery is illegal in every jurisdiction in which Miro does business, and the consequences can be severe, including prison time.
A facilitation payment is a tip or small payment made to a government official in order to expedite a routine government action, such as issuing a permit or providing utility service. This is illegal in most jurisdictions and not allowed by Miro.
A kickback is the return of a sum paid (or due to be paid) as a reward for fostering a business arrangement. Accepting or offering a kickback violates this Code.
If you interact with government officials on Miro’s behalf, be particularly careful about gifts, meals, and entertainment. Laws and regulations governing what companies can give to government officials are very strict, including in the U.S. Be sure you know what the rules are. Contact Miro Legal before offering or providing any gifts, meals or entertainment to government officials. All interactions with government officials that are not sales-related require the oversight of Miro Legal.
A government official is any officer or employee of a government or any department, agency, instrumentality or public international organization, or any person acting in an official capacity for or on behalf of such person. Government officials also include any: (i) officer, employee or person acting in an official capacity on behalf of a political party; (ii) a candidate for political office; (iii) an officer or employee of a state-owned or state- controlled company, regardless of the officer’s or employee’s rank or title; (iv) uncompensated honorary officials who have influence in the award of business; (v) members of royal families; (vi) any entity hired to review or accept bids for a government agency; (vii) officials, whether elected, appointed or under a contract, permanent or temporary, who hold a legislative, administrative, or judicial position of any kind in a country or territory; (viii) any person who performs public functions in any branch of the national, local, or municipal governments of a country or territory or who exercises a public function for any public agency or public enterprise of such country or territory; and (ix) spouses and other immediate family members of any of the persons listed above.
While working at Miro, you may learn confidential information about public companies, including our customers, vendors, partners, or other third parties. Trading a public company’s stock while in possession of material information that is not known to the public is illegal and prohibited by our policies. Consequences for violations are severe, including jail time.
Information is material if a reasonable investor would consider it important in deciding whether to buy or sell a company’s securities.
Information that is material and is not available to the public is called inside information. Common examples of inside information include key changes in management, mergers and acquisitions, other major business plans and financial results that have not been released outside the company.
You cannot give inside information to anyone else, either. This is known as tipping, and is also illegal and prohibited by our policies.
You may not buy or sell securities based on inside information, and no one may tip off others to do so. It does not matter how we learned it—using material nonpublic information to make a trade is never acceptable. It violates the law and the trust we have built with our fellow employees, our users, customers, vendors, partners, and investors. You are required to keep all customer information, whether or not material, confidential.
When working with international customers, keep in mind that there may be additional steps required before delivering products or services internationally. Many countries periodically impose restrictions on exports and other dealings with certain countries, persons, or groups. Export laws may control trading of commodities or technologies.
Laws may cover travel to or from a sanctioned country, imports or exports, new investments, and other related topics. Certain laws also prohibit support of boycott activities. Miro encourages all Mironeers to comply with all applicable import and export control laws.
Competitors are expected to compete, and compete aggressively, on all terms with rigorous scrutiny. Agreements with our customers, partners and suppliers can also give rise to scrutiny, particularly if Miro has a leading position in the market. Laws prohibit agreements that would restrain trade. A few common—and illegal—examples include:
Price fixing, where competitors or partners agree to charge a certain price for certain products or services.
Bid rigging, where competitors agree among themselves to bid in a way that allows a certain bidder to win.
Dividing or allocating markets, where competitors agree to limit their sales presence so that each company can be the only available choice for buyers in a given market.
Boycotting, where competitors agree to avoid a particular customer or supplier.
Keep in mind that agreements do not have to be signed contracts to be illegal. An informal understanding between you and a competitor, or even a conversation that implies an understanding, may be a problem. If any of these topics come up while you are talking with a competitor, stop the conversation immediately and report it to Miro Legal.
Miro is committed to being honest and transparent with all of its customers, vendors, and other business partners. Please do not misrepresent the quality, features or availability of our products, and never do anything illegal or unethical to win business for Miro.
Trying to obtain information by lying or pretending to be else is unethical and strictly prohibited by this Code. If you receive another company’s confidential or proprietary information by mistake, do not forward it and return or destroy it.
Miro engages with third parties such as agents, consultants, suppliers, resellers, or distributors, only after they have passed a legal due diligence process. In the course of performing your job, you might need to disclose confidential Miro information to such third parties even before having a contract in place. Such disclosure should only occur after you ensure that there is a non-disclosure agreement (“NDA”) in place which has been approved by Miro Legal. Engaging third parties for the provision of their services will require putting a contract in place describing these services, beyond a NDA, according to our internal process.
Miro’s books, records, accounts and financial statements must be maintained in appropriate detail so that they properly reflect the Company’s business activities. Doing so is required both by law and by the Company’s internal controls. Our financial, accounting and legal groups are responsible for procedures designed to assure proper internal and disclosure controls, and everyone must cooperate with these policies and procedures to ensure the integrity of the Company’s books, records, accounts and financial statements.
All information must be recorded accurately, whether it is tracking work hours, expenses (including your expense reports) or sales contracts. When these are timely and accurate, we are able to make informed decisions about how to run our business and plan for the future. Our records, including disclosures and filings, must be accurate, complete and timely, so that Miro fulfills its obligations to external stakeholders, including its stockholders.
From time to time, Miro employees may encounter internal and external auditors, attorneys, or investigators who request information, cooperation or actions from you. You are required to provide these individuals with timely and accurate information and cooperate fully when requested by Miro. Never mislead or attempt to influence any investigation, audit or legal inquiry.
Miro sometimes receives requests for information from national or local government officials. If they contact you, be sure to notify Miro Legal for assistance in handling the request promptly, accurately and completely.
You must take your participation in any investigation seriously. The following actions will result in disciplinary action, including possible termination of employment:
Failing to provide evidence when requested;
Providing false or misleading information in an investigation;
Not fully cooperating with an investigation; or
Not following instructions related to an investigation (for example, discussing the investigation with other employees if you are instructed not to)
Miro is committed to following all applicable wage and hours laws and regulations. To help ensure that all work performed for us is compensated correctly, employees who are compensated on the basis of hours worked must report and record time accurately in accordance with Company procedure.
Miro recognizes its social responsibility to protect the environment. Miro commits itself to conducting operations in ways that are environmentally responsible and in compliance with all applicable environmental laws, regulations and standards.
We promote an environment that fosters honest, transparent communications about matters of conduct related to our business activities. Consistent with our commitment to ethics, compliance, and the law, we welcome your good faith questions and concerns about any conduct you believe may violate this Code, especially conduct that may be illegal, fraudulent, unethical, or retaliatory.
If you are not sure how to handle something, or if you think there is a problem, speak up! No matter how small the issue is, we want to hear from you. We cannot fix issues we do not know about.
Miro’s Code of Conduct and its principles apply to our global employees, independent contractors, consultants, and others who do business with Miro. You are required to:
Follow the Code. Comply with all provisions of this Code.
If you see something, say something. We rely on our Mironeers as our first line of defense in enforcing this Code. If you have knowledge of a possible violation of this Code, its principles, Miro policies or Miro’s legal or regulatory requirements, you should immediately notify Miro through the appropriate channels outlined in the “Reporting Violations” section below.
Use good judgment. Consider Miro’s principles of business conduct, values and policies before taking action.
Ask questions. When in doubt about how to proceed, discuss it with a Miro manager, People Business Partner, or Miro Legal.
Failure to comply with Miro’s Code of Conduct, or failure to report a violation, may result in disciplinary action up to and including termination of employment or the end of your working relationship with Miro.
Miro will not retaliate—and will not tolerate retaliation—against any individual for filing any good-faith complaint with Miro or through its Ethics and Compliance Hotline, or for participating in the investigation of any such complaint. Please refer to the Miro Whistleblower Policy for additional details on this topic.
While this Code applies to everyone at Miro equally, employees in a managerial role have heightened responsibilities.
Most specifically, you must report matters that may indicate a violation of the Code or any other Company policy to the Employee Relations Team and/or Miro Legal.
If you are a manager, you are expected to lead your team by example, including by doing the following:
Know and advise based on this Code and our values.
If you see something, say something -- and encourage others to do the same.
Make sure your direct reports understand this Code and what is expected of them.
Always be receptive to questions, concerns or comments
Escalate, if necessary, to ensure that issues and/or concerns are directed to the people at Miro who can help.
Mironeers may report violations of this Code through the following channels:
Your manager (provided their manager is not involved in the violation)
Employee Relations Team – send an email or Slack message to your People Business Partner
Miro Legal – send an email legal@m.turbidity.top
Any other mechanism outlined in the employee handbook (e.g., directly notifying executive staff and/or General Counsel) or Whistleblower Policy.
Anyone (including employees, independent contractors, vendors, consultants, customers and third parties who do business with Miro) may report Code violations through Miro’s Ethics and Compliance Hotline. You will be able to submit reports to our Ethics and Compliance Hotline anonymously if the laws of your jurisdiction permit.