3.1 Good Judgment and High Ethical Standards.

Colleagues must conduct all business affairs with honesty, fairness and integrity. These qualities are evidenced by truthfulness and the absence of deception or fraud. Any failure by a colleague to conduct oneself with integrity and honesty is a violation of the Code and, in circumstances where the colleague gains a personal benefit from the violation, may constitute actionable fraud.

当社に関する会話、書面による情報伝達、および文書の作成には、常に注意を払う必要があります。当社が関与する調査または訴訟において、相手方当事者には、当社の記録（電子的および印刷されたものを含む）を調査する権利があり、社員が書面あるいは口頭で使用したすべての言葉は精査される可能性があります。このため、書面による情報伝達、文書の原稿（電子メールを含む）、および会話では、常識と適切な判断力を働かせることが重要です。すべての情報伝達は、事実に即している必要があります。推測、誇張、および過度に下品な言葉遣いは避けるべきです。判断基準の参考としては、裁判官や陪審員の前で繰り返したり説明したりするのは気が引けるような内容を発言したり記述したりしないことです。

3.2 利益相反および贈答品の受領

3.2.1. Avoid Conflict of Interests.

Colleagues should avoid situations which involve or may involve a conflict between your personal interests and the interests of the Company. Exceptions to this policy may only be made after full disclosure to, and review and approval of specific or general categories by (i) the Compliance Committee (in the case of employees) or (ii) the Board or a committee thereof (in the case of executive officers or directors). A conflict of interest occurs if your activities or personal interests may influence or appear to influence the objective decision required by performance of your responsibilities for the Company. As in all other facets of their duties, colleagues dealing with user organizations, suppliers, contractors, competitors or any person doing or seeking to do business with the Company are to act in the best interests of the Company to the exclusion of considerations of personal preference or advantage. You are required to make prompt and full disclosure in writing to your manager of a prospective situation which may involve a conflict of interest. Such situations include, for example:

• 社員または（社員が知っている限りにおいて）社員の家族が、当社とビジネスを行っている、もしくはビジネスを行うことを望んでいる、または当社の競合他社である外部の企業に対して、相当な金銭的利益の所有権を保有している（上場企業の1%未満の所有権は、本規範における「相当な」利益とはみなされません）。
• 当社とビジネスを行っている、もしくはビジネスを行おうとしている、または当社の競合他社である外部の企業において、取締役、役員、パートナー、コンサルタント、管理職、またはどのような立場であれ従業員として働く。
• 当社またはその利益が関与している、または関与する可能性のある取引において、第三者のために、ブローカー、斡旋業者、仲介者、またはその他の役割を担う。
• 本人または本人の家族と個人的な関係がある企業が関与するビジネス上の当社の意志決定、または、家族の雇用または監督に関係した当社の意志決定に参加する。
• 社員が当社の利益を最優先にして行動することを思いとどまらせる可能性のあるその他の取り決め（家族またはその他の個人的もしくは金銭的な関係を含む）を締結する。

3.2.2. Receipt of Gifts and Payments by the Company.

Colleagues shall not offer, give, solicit or accept inappropriate gifts, benefits, favors or entertainment from any person or business organization that does or seeks to do business with, or is a competitor of, the Company. In furtherance of this policy:

• 社員は、ビジネス上の利益の取得または契約の締結に関連して、承認されている報酬協定の範囲にない有価物を提供または受領してはなりません。
• 金額を問わず現金または現金同等物（株式またはその他の市場性のある有価証券など）を贈答品として受け取ることは、どのような場合であれ許されません。
• 社員が当社を代表して取引を行う際には、当社からの報酬以外に利益を得ることはできません。
• 第3.4項「腐敗防止、贈収賄防止、不適切な支払いまたはサービス」も参照してください。

3.2.3. Corporate Assets.

Theft, carelessness and waste have a direct impact on the Company’s profitability. Colleagues have a duty to safeguard Company assets and ensure their efficient use. The Company acknowledges that an immaterial amount of certain corporate assets (such as expendable items like stationary and other office supplies) may be utilized by colleagues for personal use, but excessive personal use of any corporate assets (including expendable items and non-expendable items such as physical facilities and information systems) is prohibited. The misuse or removal without proper authorization from the Company’s offices of any of its property is prohibited. Company assets include tangible property, intellectual property such as patents, trademarks, business and proprietary information such as new products, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information is a violation of this Code. This policy also applies to any property designed, created, obtained, purchased, leased, or copied by the Company for its own use including without limitation, files, reference manuals, user guides, reports, forms, policies, computer programs and software, data processing systems and databases.

See the section of this Code entitled “Information and Computer Systems Policy” for further detail about use of software and personal use of telephones, e-mail and the Internet.

3.3 Competition and Fair Dealing.

We seek to outperform our competitors fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies, is prohibited. Colleagues should endeavor to respect the rights of and deal fairly with the Company’s customers, suppliers, competitors, and employees. No colleague should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

3.4 Anti-Corruption, Anti-Bribery, and Improper Payments or Services.

We have zero tolerance for bribery and corruption. Bentley observes all applicable anti-corruption and anti-bribery laws and regulations of the countries in which we do business. It is a violation of the Code for any colleague to offer or receive a bribe, kickback, gratuity or other improper payment or service in order to achieve a desired business result. Providing or receiving a bribe, kickback, gratuity or other improper payment or service should for this purpose be assumed to constitute an unfair practice and may be illegal. Colleagues who become aware of a request for, or the offering of, any bribe, kickback, gratuity or other improper payment or service, whether or not they are personally involved, are required to report such occurrence to the Compliance Committee. Colleagues are regularly required to complete anti-bribery and anti-corruption training to better understand what constitutes bribery and corruption, how to avoid high-risk activity, and tactics to prevent bribery and corruption.

社員が役人に影響を与えたり、当社が優遇措置を受けたりするために、役人に有価物を提供することは許可されていません。本規範のこの部分の適用について質問がある場合は、速やかに最高法務責任者に問い合わせる必要があります。

どの社員も、ビジネスの実施に影響を与えることを目的に、企業（たとえば、ベンダーまたはユーザー組織を含むが、これらに限定されない）の代表者との間で、賄賂、手数料、謝礼、またはその他の不適切な支払いもしくはサービスを提供したり受領したりしてはなりません。この禁止事項の対象には、無料サービスまたは受領者において通常は費用が発生する補償サービスの提供や受領も含まれます。無料サービスの提供または受領によって、利益相反が実際に生じる可能性があり、まったく遵法であっても不適切に見える場合があります。かかる賄賂、手数料、謝礼、またはその他の不適切な支払いもしくはサービスの提供があった場合は、速やかにコンプライアンス委員会に報告する必要があります。

In the normal course of conducting routine business activities, many colleagues entertain (or are entertained by) user organizations, vendors and others outside of the Company. Any entertainment must be reasonable and not excessive. It is impossible to prescribe a hard and fast rule for defining “reasonable” entertainment. A good way to measure the reasonableness of the entertainment is to think how you would explain the entertainment to a regulator or investigator at a later date. If the entertainment in question is of such magnitude that it could be perceived as a factor in a business decision, such entertainment is probably unreasonable and should be avoided. Examples of entertainment that would appear to be reasonable would include a single sporting event or dinner. Examples of entertainment that would appear to be unreasonable could include free travel to resort areas for other than business purposes, the provision of season tickets for a professional sports team, and the like.

This is an area where a great deal of caution must be exercised by all colleagues. It is a violation of the Code for any colleague to approve an invoice without including in the related Purchase Request an accurate description of the services or goods being purchased by the Company. Colleagues must consult with the Chief Legal Officer any time they have a question under this Code about the propriety of any payment or benefit they are contemplating to incur or have been offered.

3.5 Accuracy of Records and Disclosure.

It is the Company’s policy to make full, fair, accurate, timely and understandable disclosures in compliance with applicable laws and regulations in all reports and documents that the Company files with, or submits to, the U.S. Securities and Exchange Commission, U.S. state agencies, and in all other public communications made by the Company.

当社の帳簿、記録、および財務諸表のすべての重要な点における完全性、信頼性、および正確性は、当社の事業の成功を将来にわたって継続的に導くための基盤となります。加えて、当社は、株式が上場されている企業として、業務記録について規定する多くの法律および規制（米国証券法を含む）の対象となっています。当社は、適用されるすべての法律および会計慣行に従って財務活動を記録し、すべての政府機関に最新、完全、かつ正確な情報を提供する必要があります。どの社員も、不正または違法な方法で取引を文書化または記録する目的で、当社の取引を行ってはなりません。加えて、どの社員も、当社が行った取引についての虚偽または作為的な記録を文書化したり帳簿に追加したりしてはなりません。同様に、会計および財務報告を担当する社員は、すべての資金、資産、および取引を当社の帳簿および記録に正確に記録する責任があります。

3.6 Compliance with Laws, Rules and Regulations.

Obeying the law, both in letter and in spirit, is one of the foundations on which the Company’s ethical standards are built. In conducting the business of the Company, colleagues must respect and obey the laws of the jurisdictions in which we operate.

Although not all colleagues are expected to know the details of these laws, it is important to know enough about the applicable local, state and national laws to determine when to seek advice from the Company’s Legal Department or other appropriate personnel. If a law conflicts with any Company policy or this Code, you must comply with the law. There are serious consequences for failing to follow any applicable laws, rules and regulations, including termination of service and potential criminal and civil penalties.

有価証券の不適切な取引に関する当社のポリシーについては、インサイダー取引ポリシーを参照してください。

3.7 Tax Evasion.

The Company takes a zero-tolerance approach to all forms of tax evasion. The Company is committed to acting with integrity in all business dealings and relationships and will uphold all applicable laws relevant to countering tax evasion. Colleagues and others who provide services to or act on behalf of the Company must not take any action that causes the Company to commit a tax evasion offense or that facilitates a tax evasion offense by a third party.

Tax evasion is not the same as tax avoidance or tax planning. Tax evasion involves deliberate and dishonest conduct. Tax avoidance is not illegal and involves taking steps within the law to minimize tax payable or maximize tax relief. This Code cannot address the complexities of all applicable tax laws and regulations, and questions concerning the application of this policy should be referred to the Legal Department.

3.7.1. Facilitation of Tax Evasion.Facilitation of tax evasion means knowingly being concerned in, or taking steps with a view to, the fraudulent evasion of tax by another person. Facilitation of tax evasion can subject the Company and individuals involved to criminal penalties.

It is prohibited for any colleague to:

• Engage in any form of facilitating tax evasion under the applicable laws of any country;
• Aid, abet, counsel, or procure the commission of a tax evasion offence by another person;
• Fail to promptly report any request or demand from any third party to facilitate the fraudulent evasion of tax by another person;
• Engage in any other activity that might lead to a breach of this policy; or
• Threaten or retaliate against another individual who has refused to commit a tax evasion offence or who has raised concerns under this policy.

3.7.2. Prevention of Tax Evasion.

There is no exhaustive list of tax evasion opportunities. Colleagues and others working on behalf of the Company should adopt a common-sense approach to detecting potential tax evasion opportunities. Unusual payment methods or conduct of third parties can be indicative that a transaction may not be as it seems.

3.7.3. Reporting Concerns.

The prevention, detection, and reporting of tax evasion are the responsibility of all colleagues and those providing services to or working on behalf of the Company. If you become aware of any fraudulent evasion of tax by another person, or you are asked to assist another person in their fraudulent evasion of tax, or if you believe or suspect that any fraudulent evasion of tax has occurred or may occur, you must notify the Company in accordance with Section 2.3 as soon as possible.

3.8 Antitrust.

The Company is committed to vigorous competition in the marketplace. Conduct or behavior aimed at limiting competition is inconsistent with this commitment and may violate state and federal antitrust laws. Such violations may result in serious consequences. For instance, conduct violating the antitrust laws may result in severe criminal penalties. In addition, antitrust violations may result in costly private lawsuits and civil damages. This Code requires full and complete compliance with all antitrust laws. The following sections outline some of the major aspects of the antitrust laws. This brief overview cannot address the complexities of all of the antitrust regulations. Colleagues should refer any questions regarding the application of these policies to the Chief Legal Officer.

3.8.1. Price Fixing.It is a criminal violation of the antitrust laws to enter into any agreement or understanding, no matter how informal, with a competitor concerning the price of a product or service. This prohibition applies to any agreement or understanding to increase, decrease, or stabilize prices and any agreements or understandings concerning the terms or conditions of a sale. The simple exchange of price-related information between competitors, such as costs, profit margins or commission structures can be used to infer an agreement or understanding to fix prices. Colleagues are prohibited from any agreements, understandings or discussions with competitors related to prices or terms of business.

3.8.2. Agreements to Divide Markets/Customers.It is a criminal violation of the antitrust laws for competitors to agree to allocate markets, business opportunities, territories, or customers among themselves. The Company may not agree with a competitor to refuse to bid for particular types of business or otherwise refrain from competing for certain user organizations or classes of user organizations. Such market allocation agreements or understandings are prosecuted vigorously by the government. Involvement in such activities exposes the Company to significant potential liability and may also expose individuals involved to serious personal liability. Colleagues are prohibited from any agreements, understandings or discussions with competitors of the type described above.

3.8.3. Group Boycotts/Refusals to Deal.Group boycotts, or concerted refusals to deal, may be illegal. Accordingly, while the Company has the right to select those companies and individuals with whom it will and will not conduct business, the Company may not agree with any of its competitors, user organizations or others not to do business with another person or entity. No colleague may participate in discussions with a competitor, user organization or other entity concerning changing the status of any of the Company’s business relationships with another party. Similarly, while the Company can refuse to do business with an entity on the basis of a poor history of business relations; the Company may not advise other entities not to deal with such entity, nor may the Company refuse to do business with an individual or entity at the request of another entity.

3.8.4. Monopolization and Market Power. It is illegal for a company to control prices within a particular market or to exclude others from that market through that company’s size and market power. Market power alone, however, is not illegal. An illegal monopoly is one that is obtained or maintained through an abuse of power. This Code prohibits the use of competitive tactics that could be construed as being designed to exclude or destroy competition in any market. Thus, it is contrary to this Code to say or do anything designed to harm a competitor except through the Company’s superior product, marketing, positioning, pricing, terms, and service. Questions about the legality of any particular competitive tactic should be directed to the Chief Legal Officer.

3.8.5. Tying or Reciprocity. “Tying” and “Reciprocity” are the mirror images of each other. Tying is the refusal to sell one product or service unless the user organization buys another product or service. Reciprocity is the refusal of a purchaser to buy a product or service unless the seller agrees to buy some other product from the purchaser. Such agreements may be illegal if they allow a company to use its power in one market to obtain an unfair advantage in another market. Any tying or reciprocal agreement raises potential antitrust concerns and must be reviewed in advance by the Chief Legal Officer.

3.8.6. Other Agreements Among Competitors. Not all cooperative activity between competitors automatically violates the antitrust laws. Some cooperative activity may increase or be consistent with competition. Because of the risk that cooperative activity may be illegal, however, colleagues must consult with the Chief Legal Officer prior to taking any steps to participate in a cooperative arrangement with competitors.

3.8.7. Trade and Professional Associations.Trade associations and professional groups provide legitimate opportunities for valuable business, social and educational activities for their members. These activities are legal and permissible under the various antitrust statutes. However, trade association meetings of necessity bring together competitors and thus present opportunities for activities that may not be permissible. Discussions relating to issues and information of a sensitive, competitive nature must be avoided. Any mention to competitors of cost levels, marketing strategies, user organizations, territories and any other issues with an impact on competition between the Company and others is prohibited. If in connection with a trade or professional association meeting, any discussion begins that deals with competitively sensitive issues, representatives of the Company in attendance should attempt to stop the discussion immediately. If the discussion continues, the Company’s representatives must leave the meeting immediately. Prior to leaving, an effort should be made to have an entry made into the formal minutes (if any) of the meeting detailing the reason that the Company’s representatives chose to leave. A detailed written report on the incident should be prepared and forwarded to the Chief Legal Officer.

3.8.8. Agreements Regarding Salary Levels or Hiring Practices. The Company may not agree with other employers to limit pay increases. Nor may the Company agree with another employer to refrain from hiring each other’s employees or in any other way not to compete with respect to hiring (except in some limited circumstances with commercial justification, such as subcontract relationships). Discussions or arrangements with other employers (other than through responses to industry or regional surveys conducted by recognized independent organizations) regarding salary levels or hiring practices, from which agreements concerning compensation and hiring practices might be inferred, are prohibited.

3.8.9. Collection of Competitive Information.The Company is entitled to collect information concerning the competitive practices of its competitors. Such market information enables the Company to offer services and products in the marketplace that are competitively priced and better than those of the competition. However, an exchange of information between competitors may indicate the existence of an antitrust conspiracy. Accordingly, no colleague should obtain competitive information (even if the information is publicly available) directly from a competitor (other than through a publicly available website, and without subterfuge as to the colleague’s identity) for purpose of limiting competition. Similarly, no colleague should provide competitive information to a competitor. It is permissible to obtain competitive information from third parties such as user organizations. It is also acceptable to obtain the information from public sources such as filings with state and federal agencies. Whenever a colleague obtains competitive information, the source of the information should be documented.

5.1 差別の禁止、結社の自由、および均等な雇用機会

The Company recognizes the freedom, rights and dignity to which each individual colleague and applicant for employment is entitled. The Company is committed to providing equal employment opportunities, and a work environment free of discrimination, for all of its colleagues and applicants. The Company supports freedom of association and the rights of colleagues to lawfully and peacefully associate, organize and bargain collectively.

Each colleague is encouraged to consult the Employee Handbook for a complete statement of the Company’s applicable Non-Discrimination and Equal Employment Opportunity Policy.

The Company is committed to equal opportunity in employment. The Company promotes a workplace where equal employment opportunity is provided without regard to age, race, color, sex, religion, national origin, sexual orientation, disability, covered veteran status, or any other status protected by law. We expect all colleagues to support our commitment to equal employment opportunity for all.

5.2 Fair Labor Practices and Human Rights. 

As an organization with a global workforce and handprint, the Company is committed to upholding internationally proclaimed human rights. As part of this commitment, the Company supports the International Labor Organization’s (ILO) Declaration on Fundamental Principles and Rights at Work’s eight conventions. These fundamental conventions uphold workers’ rights to organize and collectively bargain; eliminate forced labor; bar child labor; and protect workers against discrimination. The Company promotes and protects fair labor practices including providing or exceeding the minimum wage wherever we do business.

5.3 Harassment.

The Company is committed to maintaining a work environment that is free of any form of employee harassment based on sex (gender identity, sexual orientation, and pregnancy), race, color, religion, national origin, age, disability or genetic information, marital status, veteran status or any other unlawful basis. The Company will not tolerate sexual advances, actions, innuendo, or comments, racial or religious slurs or jokes, or any other comments or conduct that creates, encourages or permits an offensive or intimidating work environment whether intentionally or unintentionally. Each colleague is encouraged to refer to the Employee Handbook for a complete statement of the Company’s applicable Harassment Policy.

5.4 Respect in the Workplace.

The Company is committed to a workplace in which colleagues are treated with dignity, respect, and professionalism. Inappropriate behavior in violation of this policy includes behavior directed against an individual colleague or a group of colleagues that undermines colleagues’ right to dignity at work and an environment where they can do their best. Such inappropriate behavior, often called bullying, may include personal insults, abusive language, unjustified or constant criticism, harsh public criticism, assignment of impossible goals, or other behavior that deliberately demeans, undermines, humiliates, isolates, or intimidates. It is important to keep in mind that routine discipline, correction, or critique by a manager are generally not considered violations of this provision. Training on respect in the workplace, including courses on recognizing and reporting bullying and abusive conduct, have been required for all colleagues.

5.5 Maintaining Health and Safety.

The Company is committed to maintaining a healthy, safe, and productive workplace. We integrate sound health and safety practices into our operations and business and comply with applicable workplace safety regulations. Colleagues must comply with all safety rules and should report unsafe situations immediately.

5.6 Violence.

The Company is committed to providing colleagues with a safe workplace, free of violence and intimidation.

Any type of violent behavior including any threats, threatening language or any other acts of aggression or violence made against a colleague, client, visitor or anyone by anyone while on Company premises or business is absolutely prohibited. Threats of violence include throwing objects, menacing gestures, damaging property, stalking or verbal or physical abuse. Possession of any weapons or dangerous materials on Company premises is absolutely prohibited.

Colleagues who witness or are the victims of violent behavior or threats of violence must report the information to their immediate manager and/or Human Resources immediately.

Colleagues who are aware of a potential risk of violence at the Company from an individual not related to the Company (such as an ex-spouse, partner, boyfriend or girlfriend) are encouraged to report that information to their immediate manager or to Human Resources. Any colleague that has obtained a protective or restraining order that lists the Company’s locations as protected areas must provide a copy of the order to the Director of Human Resources, the Chief Legal Officer, or the Compliance Committee.

5.7 Substance Abuse.

The Company is committed to providing a safe workplace and to establishing policies that promote and encourage high standards of colleague health and safety. It is impossible to maintain a safe, healthy working environment if any colleague allows the use of alcohol or drugs to interfere with the performance of his or her job. Colleagues are encouraged to refer to the Employee Handbook for a complete statement of the Company’s applicable Substance Abuse Policy.