Code of Conduct

Version History

The Board last approved changes to the Code of Conduct on February 17, 2016

Description of Revisions:  Revisions include:  Specifically addressing data privacy and workplace privacy; Clarifying the Ethical Reporting section to separately address Business Records and Public Disclosures; Clarifying the Conflict of Interest section to be simpler and to reference the Company’s Related Person Transaction Policy; Updating the Gifts language to reference the Company’s Gifts Policy; Updating the Improper Payments language to be broader, and to specifically reference the Foreign Corrupt Practices Act and the U.K. Bribery Act.  Additional changes to improve readability were made to several sections, including the Political Process, Equal Opportunity and No Harassment sections.

Introduction

ePlus requires all employees to use their judgment, to be accountable for their actions, and to conduct business with integrity.

The ePlus Code of Conduct outlines the standards of ethical behavior ePlus expects of you in performing the duties of your position with ePlus. Throughout this document, we will abbreviate these standards as the “Code.”

You should keep in mind these important considerations when reading this Code:

The Code applies to all of our employees, officers and directors regardless of location or position.
You should follow this Code in letter and in spirit, along with any applicable laws, regulations and other ePlus policies and procedures.
You may never violate this Code, or any Corporate Policy, simply because someone directs you to do so. If you receive such a request you must refuse, and you should follow the reporting procedures detailed within the Code.

In addition to governing conduct among employees, the Code governs conduct between employees and customers, competitors, and the numerous business providers who assist ePlus every day, including vendors and contractors.

The Code has been approved by the ePlus Board of Directors. Because we want our customers, business partners and investors to understand how we do business, and what they can expect from us, the Code is published on our corporate website, and also in the ePlus Employee Handbook.

Amendments and Waivers

ePlus will publicly disclose all material amendments and any waivers for senior financial officers, executive officers or directors, to the extent required by law.

Compliance with Laws, Rules and Regulations

Obeying the law, both in letter and in spirit, is the foundation on which ePlus’ ethical standards are built. All employees and officers must respect and obey the laws, rules and regulations of the cities, states and countries in which we operate, whether or not specifically addressed in the Code. Although employees and officers are not expected to know the details of each of these laws, rules and regulations, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel.

If a law conflicts with a policy in this Code, you must comply with the law. If you have any questions about conflicts, please discuss with your manager, HR, the Chief Financial Officer or General Counsel for additional guidance. You may also seek advice from any attorney or other advisor you select, at your expense.

Antitrust Laws

You must comply with applicable antitrust and similar laws that regulate competition in the countries in which we operate. These laws prohibit:

Agreements to fix prices, bid rigging, market allocation and collusion (including price sharing) with competitors;
Boycotts, certain exclusive dealing arrangements and price discrimination agreements; and
Unfair trade practices, including bribery, misappropriation of trade secrets, deception, intimidation and similar unfair practices.

Environmental Laws

ePlus complies with all applicable environmental laws, rules and regulations. You should strive to utilize resources appropriately and efficiently and dispose of all waste in accordance with applicable laws, rules and regulations.

Political Process

Contributions of Company funds or the use of Company assets or facilities for the benefit of political parties or candidates is prohibited unless approved in advance by the Chief Financial Officer or the General Counsel.

All employees may participate personally in the political process and support political parties  and candidates of their choice. You should not in any way suggest that ePlus endorses  or supports a political activity or view, however, you may disclose ePlus as your employer, if requested, on a political donation form.

Ethical Reporting

Business Records

Customers, suppliers, and government agencies rely upon the integrity of our business records. All business records, such as timecards, purchase orders, invoices, expense reports, certifications and financial records must accurately reflect the transactions of the Company in accordance with all applicable requirements. We will not create or permit false or misleading entries to be made  in the records of the Company under any circumstances.

Public Disclosures

ePlus requires full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the U.S. Securities and Exchange Commission and in other public filings and communications. The standards for accounting and financial reporting require the proper recording of, and accounting for, revenues, costs, expenses, assets, and liabilities. If you have responsibility for, or any involvement in, these areas, you must understand and adhere to these rules and prepare all reports, books and records of ePlus with care and honesty, and adhere to all internal control policies and procedures.

Violations of laws associated with accounting and financial reporting can result in fines, penalties, and imprisonment and they can lead to a loss of public faith in the Company. If you become aware of any action related to accounting or financial reporting that you believe may be improper, you should submit your concerns to the Chief Financial Officer or General Counsel. Alternatively, employees can use the ePlus internal web-based communication channel, VOICE IT, or call the Hotline, which is managed by a third-party service provider. Callers have the option to remain anonymous.

Expenses

Employees are entitled to reimbursement for reasonable business-related expenses, but only if those expenses were actually incurred and fall within the parameters detailed within the ePlus Travel and Expense Policy. Business expense reports must be accurate, include all supporting documentation, and be submitted in a timely manner. Submitting an expense account for meals not eaten, miles not driven, airline tickets not used, or any other expense not incurred as submitted, is dishonest reporting.

Data Privacy

ePlus typically does not possess personal information, except with regard to our employees. We take appropriate steps to protect information relating to individuals, whether they are employees, customers, investors or vendor partners. We are responsible for collecting, processing and transferring personal data only for lawful and legitimate business purposes, and use care in safeguarding the confidentiality and security of personal data, and in respecting personal privacy.
 
Workplace Privacy

As an ePlus employee, it is important that you understand that ePlus may take the following  steps when you access any ePlus network or system, or use any device, regardless of ownership, to conduct ePlus business:

Access, search, monitor, and archive all data and messages sent, accessed, viewed, or stored;
Conduct physical, video, or electronic surveillance (as permitted by law); and
Review IM, phone, and similar records, and web-surfing history.

Our People

ePlus’ success depends on its employees. It depends on people who innovate and are committed to growing our business responsibly, people who dedicate themselves to really satisfying customers, helping partners, and people who are accountable for achieving challenging goals with unwavering integrity. People who are leaders, who appreciate that to be truly great, we must continually strive to better ourselves, and help others improve.

Equal Opportunity

ePlus employs, trains, promotes and compensates individuals based on merit, job-related qualifications and abilities. ePlus is committed to providing equal opportunity without regard to race, color, religious creed, sex, gender, gender expression, gender identity, transgender, sexual orientation, national origin, age, marital status (including same-sex marriages), genetic predisposition/carrier status, disability or any other classification proscribed under federal, state or local law.

No Harassment

Any kind of harassment by or against our employees is prohibited. All employees must comply with our Sexual Harassment Policy. Prohibited conduct includes the making of unwelcome sexual advances or engaging in any other conduct with sexual overtones which interferes with an individual’s work performance, or creates an intimidating, hostile, or offensive work environment. All instances of sexual harassment should be reported, and will be investigated, as described in the Sexual Harassment Policy.

Health and Safety

ePlus is committed to providing employees with a safe and healthy work environment. All employees have a responsibility for maintaining the health and safety of the work environment by following environmental, safety and health rules and practices, and for reporting accidents, injuries, and unsafe equipment, practices or conditions.
 
All employees are expected to perform their company-related work in a safe manner, free from the influence of alcohol, illegal drugs or controlled substances.

Workplace Violence

We all deserve to work in an environment that is free from violence or hostility. ePlus will not tolerate any threatening, hostile or abusive behavior by employees, or from anyone with whom an ePlus employee comes into contact in the course of doing business for ePlus.

You must report any instance of violence, hostile behavior or possession of weapons on Company property to your supervisor or Human Resources immediately. In cases of imminent danger, you should call 911 or local law enforcement first, and then the General Counsel, Human Resources, or your manager. Supervisors are expected to inform the VP of Human Resources or the General Counsel no later than 24-hours after any reports or act or threat of violence, even if the situation has been addressed and resolved.

Leadership

We expect our leaders to set an example and be role models in every respect. As leaders, you must ensure that employees have sufficient information to comply with laws and policies, and create a culture that promotes the highest standards of ethics and compliance. This culture must encourage all employees to raise concerns when they arise. We must never sacrifice ethical and compliant behavior in the pursuit of business objectives or generate an environment where employees are fearful to raise concerns.

Working with Others

The integrity of ePlus is a key component of our reputation, trustworthiness and service. The people that ePlus conducts business with expect and deserve fair, honest and respectful information and service. You are responsible for your role in the delivery of that standard of service.

Relations with Government Officials and Employees

You may not make any payments to or for the benefit of any government official or employee in order to secure business or to obtain special concessions. Relations with government representatives, even where personal friendships may be involved, must be legal, in good taste and such that full public disclosure would in no way damage ePlus’ reputation.

Relations with Contractors and Vendors

Relationships with our contractors and vendors are to be managed in a fair and reasonable manner, consistent with applicable laws and ethical business practices. The selection of contractors and vendors will be made on the basis of objective criteria, including quality, technical  excellence,  price,  delivery,  adherence  to  schedules,  service  and  maintenance     of
 
adequate sources of supply. Purchasing decisions will be based on the vendor’s ability to meet our needs, and not on personal relationships and friendships.

Authority to make ePlus Commitments

The ePlus management system and contracting processes are designed to help ePlus protect its assets and to provide the appropriate controls needed for ePlus to run its business effectively  with its customers, business partners, vendors and other third parties. Authorities are defined within the ePlus ‘Authority Matrix’.

Commitments must be visible to ePlus accounting to help ensure the accuracy of ePlus’ financial results. Making business commitments outside of the most current and internally published Authority Matrix is prohibited.

Conflicts of Interest

ePlus respects the right of all employees to engage in personal activities outside of work. However, each of us has the responsibility to avoid activities and relationships which conflict with our job responsibilities or the interests of ePlus.

Any employee activity that may involve a conflict of interest, or may reasonably create an appearance of a conflict of interest, must first be approved by the Chief Financial Officer, with the assistance of the Chief Compliance Officer or Company legal counsel, and must be in compliance with the Company’s Related Person Transaction Policy.

Examples of Conflicts of Interest include:

Holding a significant and undisclosed financial interest in a current or reasonably anticipated customer, supplier or competitor of ePlus, or serving as an employee consultant or director of that business. (Holding a small amount, such as less than 5%, of the publicly-traded stock of our suppliers or customers would not constitute a conflict of interest.)
Directing ePlus business to a supplier owned or managed by a relative.
Accepting “spiffs” from vendors other than in accordance with our Gift Policy.
Using confidential ePlus information for personal benefit, or for the benefit of others.
Performing work or rendering services for any entity who does, or seeks to do, business with ePlus, outside the normal course of your employment, without the approval of the Chief Financial Officer or the Chief Compliance Officer (or the Board of Directors, if  you are an executive officer).

Gifts

Although the exchange of gifts and entertainment can promote a successful working relationship and  goodwill,  you must  follow all  applicable laws and  company rules  and procedures.     You
 
should assume that any gift given or received will be made public, and should not offer or accept any gift that might reasonably be viewed negatively if disclosed.

ePlus has a Gift Policy that addresses common gift situations, and with which all employees are required to comply. ePlus also has an online reporting tool for employees to report gifts given or received that are not otherwise addressed under the policy. The Gift Policy can be found on eConnect, in the Human Resources’ policies section.

Improper Payments

It is never appropriate to offer or receive bribes, kickbacks or improper payments. This prohibition applies to dealings with current and potential customers, suppliers, representatives, consultants or other business partners seeking to establish a relationship with ePlus. Many countries and U.S. states have laws prohibiting bribery of government officials and commercial bribery. In particular, employees should be aware of, and comply with, the U.S. Foreign Corrupt Practices Act and U.K. Bribery Act.

If you are unsure if a payment or gift is inappropriate or illegal, you should seek guidance from the General Counsel.

Personally Gaining From Corporate Opportunities

You owe a duty to ePlus to advance its legitimate interests. You cannot take any business opportunity you learn of as a result of your employment or use any ePlus property for your personal benefit or for the benefit of a family member. For example, you should not acquire any interest in a company when you know that ePlus may take or is taking steps to acquire an interest in that company. If you learn of a business opportunity you are interested in pursuing that is within ePlus’ existing or proposed lines of business, you should inform your supervisor, ePlus’ Chief Financial Officer or, in the case of executive officers, the Board of Directors. You should not personally pursue the business opportunity until ePlus decides not to pursue it and grants approval for you to do so.

Participation on Boards of Directors

It is a conflict of interest to serve as a director of a company that is in competition with ePlus.

Employees and officers should not serve as a director of any other for-profit company, other than on behalf of ePlus, without the approval of the Chief Financial Officer or, in the case of the Chief Financial officer, the Chief Executive Officer. In the case of any employee who is also a director of ePlus, service as director of any other for-profit company must be approved by ePlus’ Board  of Directors.

Confidential and Proprietary Information

Confidentiality

Customers, vendors, and others disclose confidential information to ePlus for business purposes. Each employee has a responsibility to protect and maintain the confidentiality of this information. Failure to properly protect customer and third-party information may damage our relationships with these important business partners, and may result in legal liability.

ePlus owns all information, in any form (including electronic information), that is created or used in support of its activities. This information is a valuable asset and ePlus expects you to protect it from unauthorized disclosure. This information includes ePlus customer, vendor, business  partner and employee data. Federal, state and foreign laws may restrict the use of this  information and may penalize you if you use or disclose it. You should protect information pertaining to ePlus’ competitive position, business strategies and information relating to negotiations with employees or third parties and share it only with employees who need to know it in order to perform his or her job. Nothing in this policy shall be deemed to interfere with employee disclosure rights protected by law.

Intellectual Property and Proprietary Information

You should carefully maintain and manage the intellectual property rights of ePlus to which you have access, including patents, trademarks, copyrights, licenses and trade secrets, to preserve and protect their value. In addition, you should respect the intellectual property rights of others. If you violate other’s intellectual property rights, you and ePlus could face substantial liability, including criminal penalties. Intellectual property that you create during the course of your employment belongs to ePlus. You must share any innovations or inventions you create with your supervisor so that ePlus can take steps to protect these valuable assets.

Insider Trading

Federal and state securities laws and ePlus’ policies prohibit you from:

Purchasing or selling ePlus securities while you know material, nonpublic information about ePlus; and
Disclosing material, nonpublic information, except as permitted by law.

In order to better protect non-public information, all confidential Company business information and information of our customers, vendors and business partners, should be disseminated internally only on a “need-to-know” basis. For more information, employees should refer to the ePlus Insider Trading Policy which is posted on the Corporate Intranet and is included as an Appendix to the ePlus Employee Handbook.

Because of the complexity of insider information and insider trading, and the severity of the punishments involved, which can include criminal prosecution, you should seek the advice of
 
ePlus’ General Counsel on any questions regarding this subject. In some cases, you may want to retain an attorney on your own to advise you.

Requests for information from the media, analysts, attorneys, law enforcement officers and others.

What may appear to be an innocent request for information could result in serious harm to our company. Be alert to requests for information from outside of ePlus.

You should not initiate contact with the media, analysts, attorneys or others.

If you receive a request for information from these sources, you must direct the caller to the Company’s main telephone number (703) 984-8400 or 888-482-1122. The call will then be directed to the General Counsel, the Chief Financial Officer, or the Investor Relations Department.

Inadvertent Disclosure

To avoid inadvertent disclosure, never discuss with any unauthorized person confidential information. Furthermore, you should not discuss such information even with authorized ePlus employees if you are in the presence of others who are not authorized, for example, at a trade show reception or in a public area. You should also not discuss such information with family members or with friends, who might innocently or unintentionally pass the information on to someone else.

If you ever suspect or know that you or someone else has inadvertently disclosed information  that is confidential or non-public, you must contact the General Counsel immediately.

Protection and Proper Use of Company Assets

Every employee must properly use, protect, and safeguard Company property, both tangible and intangible, as well as the property of our customers, vendors and business partners that is in our possession.

ePlus’ assets include our physical assets and our extremely valuable proprietary information,  such as ePlus’ intellectual property and ePlus confidential information, noted in the previous section.

Care should be taken to ensure that assets are not misappropriated, loaned to others, or sold or donated, without appropriate authorization. ePlus will take appropriate steps, including legal measures, to protect its assets.

You have an obligation to care for and protect the equipment that has been provided to you. If you use ePlus equipment at your home or off site, you must take precautions to protect it from
 
theft or damage, just as if it were your own. If you leave ePlus employment, you must immediately return all Company-owned equipment.

How To Report Possible Violations

Every employee has a responsibility to promptly report any issue or concern he believes, in good faith, may constitute a violation of the Code or any other ePlus Policy. We also encourage you to come forward if you encounter a situation that “just doesn’t feel right.” Your commitment to  take action to share your concerns will help to ensure an ethical workplace for everyone.

You should report suspicions to only those people who absolutely need to know. This protects people from allegations that may not be proven and prevents the possible destruction of  evidence. The Company does not allow retaliation for reports made in good faith.

You have several options available for voicing you concerns:

Start by talking with your immediate manager. ePlus managers have a duty to promote an open and honest environment where members of their teams can feel comfortable about voicing their concerns without fear of retaliation.

If you do not feel comfortable discussing your concern with your manager, or after seeking assistance you do not feel the outcome resolved your issue, please contact a Human Resources representative.

If you do not feel comfortable with either of the first two options, or after seeking assistance, you do not feel the issue was appropriately addressed or resolved, please contact the Chief Financial Officer or the General Counsel.

In addition to the options already listed, you can submit comments or concerns via the Company’s internal web-based communication channel “VOICE IT”. VOICE IT submissions are received by HR and the General Counsel.

Also, ePlus has retained the services of an external provider, to manage a confidential Whistleblower Hotline for ePlus employees. The Hotline is available 24 hours a day, 7 days a week. Your concern will be documented by the third party. An independent ePlus Board member, the General Counsel and the Vice President of Human Resources receive details of all ePlus-related calls made, directly from the third-party provider.

Non-ePlus employees should contact the Company’s main telephone number (703) 984-8400 or 888-482-1122. The call will then be directed to the General Counsel, the Chief Financial Officer, or the Investor Relations Department.