This online version of Microsoft's Standards of Business Conduct has been modified from the original version distributed to our employees. The references to some internal resources and electronic links have been changed to facilitate communications from the public at large.
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Dear Fellow Employee:
Microsoft aspires to be a great company, and our success depends on you. 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 improving the communities in which we do business. People who are accountable for achieving big, bold goals with unwavering integrity. People who are leaders, who appreciate that to be truly great, we must continually strive to do better ourselves and help others improve.
We must expect the best from ourselves because who we are as a company and as individuals is as important as our ability to deliver the best products and services. How we manage our business internally—and how we think about and work with customers, partners, governments, vendors and communities—impacts our productivity and success. It's not enough to just do the right things; we have to do them in the right way.
The Standards of Business Conduct are an extension of Microsoft’s values and the foundation for our business tenets. They reflect our collective commitment to ethical business practices and regulatory compliance, and they provide information about Microsoft's Business Conduct and Compliance Program. At a high level, they summarize, and are supported by, the principles and policies that govern our global businesses in several important areas: legal and regulatory compliance; trust and respect of consumers, partners, and shareholders; asset protection and stewardship; creation of a cooperative and productive work environment; and commitment to the global community.
These Standards of Business Conduct provide information, education, and resources to help you make good, informed business decisions and to act on them with integrity. In addition, managers should use this resource to foster, manage, and reward a culture of accountability and integrity within their groups. Working together, we can continuously enhance our culture in ways that benefit customers and partners, and that strengthen our interactions with one another. Then we can truly achieve our mission of enabling people and businesses throughout the world to realize their full potential.
All Microsoft employees are responsible for understanding and complying with the Standards of Business Conduct, applicable government regulations, and Microsoft's policies. As Microsoft employees, you also have a responsibility to raise compliance and ethics concerns through our established channels. This is the way to ensure that Microsoft is and continues to be a great company of great people.
Steven A. Ballmer
Chief Executive Officer
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Our values guide our behaviors and must shine through in all our interactions with each other and our stakeholders. Microsoft employees are great people who share the following values:
- Integrity and honesty
- Passion for customers, partners, and technology
- Open and respectful with others and dedicated to making them better
- Willingness to take on big challenges and see them through
- Self-critical, questioning, and committed to personal excellence and self-improvement
- Accountable for commitments, results, and quality to customers, shareholders,
partners, and employees
Why Microsoft Has Standards of Business Conduct
As responsible business leaders, it is not enough to intend to do things right, we must also do them in the right way. That means making business decisions and taking appropriate actions that are ethical and in compliance with applicable legal requirements. As we make these decisions, Microsoft's values must shine through in all our interactions. The Standards of Business Conduct are an extension of Microsoft's values and reflect our continued commitment to ethical business practices and regulatory compliance.
By following the guidance provided in this publication, we are acknowledging our individual and collective responsibilities to manage our business activities with integrity as we pursue our mission of enabling people and businesses throughout the world to realize their full potential.
How to Use the Standards of Business Conduct
Microsoft's Standards of Business Conduct summarize the regulatory requirements and business practices that guide our decision making and business activities. The Standards contain basic information about our policies as well as information about how to obtain guidance regarding a particular business practice or compliance concern. It is essential that you thoroughly review this publication and make a commitment to uphold its requirements.
The Standards of Business Conduct are not intended to cover every issue or situation you may face as a Microsoft employee. Nor does it replace other more detailed policies. You should use the Standards as a reference guide in addition to Microsoft's policies, including the Employee Handbook, required for your specific job. For example, the Chief Executive Officer (CEO), Chief Financial Officer (CFO), Corporate Controller, and other employees of the finance organization must also comply with the Microsoft Finance Code of Professional Conduct. Microsoft reserves the right in its sole discretion to modify or eliminate any of the Standards' contents without prior notice. Individual business units may also adopt standards of professional conduct for their areas. It is your responsibility to be fully aware of these Standards and follow them.
If you need details on a specific policy, you may contact the compliance team at buscond@microsoft.com. If you need guidance regarding a business practice or compliance issue or wish to report a possible violation, talk to your immediate supervisor, manager, another member of management, your Human Resources Generalist, or your Law and Corporate Affairs contact.
You may also call the Business Conduct Line at (877) 320-MSFT (6738). If you are calling from outside the United States, you may make a collect call to the Business Conduct Line by accessing an international operator and asking to place a collect call to (704) 540-0139. The Business Conduct Line is a dedicated, toll-free phone line that is available to you 24 hours a day, 7 days a week, 365 days a year. It is operated by an external third-party vendor that has trained professionals to take your calls, in confidence, and report your concerns to the Microsoft Director of Compliance for appropriate action. Your phone calls to the Business Conduct Line may be made anonymously.
If you are a Microsoft employee or vendor without access to our corporate intranet and wish to send a confidential e-mail to the Director of Compliance, you may do so by e-mailing the Business Conduct and Compliance alias (buscond@microsoft.com). A confidential e-mail may be delivered via the Internet by submitting a report via the Microsoft Integrity Web site. These e-mails will be received by a third-party vendor, who will remove your contact information prior to forwarding a summary of the e-mail to the Office of Legal Compliance.
You may also send a letter to the Director of Compliance at Microsoft Corporation, Law and Corporate Affairs, One Microsoft Way, Redmond, WA 98052 or send a confidential fax to (425) 705-2985. Letters and faxes sent to the Director of Compliance may be submitted anonymously if you choose to do so.
If you have a concern regarding a questionable accounting or auditing matter and wish to submit the concern confidentially or anonymously, you may do so by submitting a report via the Microsoft Integrity Web site, calling the Business Conduct Line, or sending a letter or fax to the Director of Compliance as outlined above.
Microsoft will handle all inquiries discreetly and make every effort to maintain, within the limits allowed by the law, the confidentiality of anyone requesting guidance or reporting a possible violation.
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The Microsoft Standards of Business Conduct are a general guide to the company's standards of business practices and regulatory compliance. Its requirements apply to Microsoft Corporation, to all subsidiaries, or affiliates in which Microsoft Corporation directly or indirectly owns more than 50 percent of the voting control ("Controlled Affiliates"), and to all directors, officers, and employees of each. All references to "Microsoft" include Microsoft Corporation and all Controlled Affiliates unless otherwise specified. All references to "employees" include directors, officers, and employees of Microsoft Corporation and it subsidiaries or affiliates.
Failure to read and/or acknowledge the Standards of Business Conduct does not exempt an employee from his/her responsibility to comply with the Standards of Business Conduct, applicable laws, regulations, and Microsoft policies that are related to his/her job.
Microsoft is a global company, and our business operations are subject to the laws of many different countries. Microsoft employees doing business internationally must comply with applicable laws and regulations and uphold the Standards of Business Conduct at all times. Cultural differences or local laws and customs may require a different interpretation of our Standards. If this situation arises, always consult your manager, Law and Corporate Affairs, or the Director of Compliance before taking any action.
The Standards are not intended to and do not create an employment contract, and do not create any contractual rights between Microsoft and its employees or create any express or implied promise for specific treatment in specific situations. Your employment relationship with Microsoft can be terminated at any time for any reason with or without cause unless otherwise required by local laws outside the United States or a written contract signed by a vice president.
Our Commitment: Integrity in All Our Interactions
Each day we interact with a variety of individuals and groups—including our customers, partners, competitors, co-workers, shareholders, vendors, government and regulatory agencies, and the communities in which we operate. We are committed to interacting with all of these audiences in a respectful, ethical manner and in compliance with applicable laws and regulatory requirements.
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We manage our business in compliance with laws and regulatory requirements.
Regulatory Compliance: We are aware of and obey the laws and regulations that govern the global management of our business. We are responsible for understanding these laws and regulations as they apply to our jobs and for preventing, detecting, and reporting instances of non-compliance to a member of Microsoft management, Human Resources, Law and Corporate Affairs, the Director of Compliance, or the Business Conduct Line.
| We manage our business in compliance with laws and regulatory requirements. |
Lobbying: We recognize our right and responsibility to lobby on behalf of issues that affect our company and business operations. We conduct our lobbying activities in compliance with applicable laws and regulations governing these activities.
Political Activities and Contributions: Microsoft employees are encouraged to exercise their right to participate in political activities. Any decision to become involved is entirely personal and voluntary. Employees' personal political activities are done on their own time and with their own resources.
Regulatory Investigations, Inspections, and Inquiries: We are direct, honest, and truthful in our discussions with regulatory agency representatives and government officials. During investigations, inspections, and inquiries we work with Microsoft's Law and Corporate Affairs members and cooperate by responding to appropriate requests for information.
International Business Activities: Microsoft acknowledges and respects the diverse cultures, customs, and business practices it encounters in the international marketplace. Microsoft will comply with both the applicable U.S. laws and regulations that govern its operations and local laws wherever it does business.
Sensitive Payments: Microsoft complies with the anti-corruption laws of the countries in which it does business, including the United States Foreign Corrupt Practices Act ("FCPA"). In compliance with the FCPA, Microsoft and its agents/partners/representatives will not make any direct or indirect payments or promises of payment to foreign government officials for the purpose of inducing the individual to misuse his/her position to obtain or retain Microsoft business.
Anti-Boycott Requirements: Microsoft complies with U.S. law that prohibits participation in international boycotts that are not sanctioned by the U.S. government.
Export Control: In order to protect U.S. national security, implement U.S. foreign policy, and preserve scarce resources, the United States government restricts the export of certain technology and products, including certain computer software and technical goods and data. We observe restrictions applicable to our business placed on the export and re-export of a U.S. product or component of a product, good, service, or technical data.
Fair Competition and Antitrust: As a global business, we encounter laws and regulations designed to promote fair competition and encourage ethical and legal behavior among competitors. Antitrust laws and fair competition laws generally prohibit any activity that restrains free trade and limits competition. We conduct our business in compliance with these laws.
We build and maintain the trust and respect of our customers, consumers, partners, and shareholders.
Responsible Leadership: We manage our business responsibly in order to maintain the confidence, respect, and trust of our customers, consumers, partners, shareholders, and other audiences. We are committed to acting with integrity, investing in new product development, being responsive and accountable to our customers and partners, and remaining a leader in our field. We understand the responsibility that comes with being a worldwide technology and business leader and accept our unique role in both our industry and the global business community.
| We build and maintain the trust and respect of our customers, consumers, partners, and shareholders. |
Product and Service Quality: Microsoft's products and solutions are developed and managed to meet the expectations of our customers, consumers, and partners for high quality and exceptional service. We continually seek new ways to improve our products, service, and responsiveness.
Communication: We apply standards of full, fair, accurate, timely, and understandable disclosure in reports and documents that are filed or submitted to the Securities and Exchange Commission, and in other public communications as well. We establish and maintain clear, honest, and open communications; listen carefully; and build our relationships on trust, respect, and mutual understanding. We are accountable and responsive to the needs of our customers, consumers, and partners and take our commitments to them seriously. Our advertising, sales, and promotional literature seeks to be truthful, accurate, and free from false claims.
Obtaining Competitive Information: Microsoft has an obligation, and is entitled, to keep up with developments in our industry, including obtaining information about our competitors. We obtain information about our competitors through honest, ethical, and legal methods.
Fair Information Practices: Our business is built around technologies to manage information, and we treat that information with confidentiality and integrity. We are committed to creating a trustworthy environment for Internet users, and continually striving to protect their online privacy is at the core of this commitment. We have adopted privacy practices, developed technological solutions to empower individuals to help protect their online privacy, and continue to educate consumers about how they can use these tools to manage their personally identifiable information while they use the Internet.
Vendors: Microsoft vendors must adhere to the highest standards of ethical behavior and regulatory compliance and operate in the best interest of Microsoft. Vendors are expected to provide high-quality services and products while maintaining flexibility and cost-effectiveness. All vendors are required to read and comply with the Microsoft Vendor Code of Conduct and, when appropriate, train their employees and representatives to ensure that they are aware of Microsoft's expectations regarding their behavior. We do not engage in any unethical or illegal conduct with our vendors. We do not accept incentives such as kickbacks or bribes in return for conducting business with them.
We are responsible stewards in the use, protection, and management of Microsoft's assets.
Financial Integrity: We honestly and accurately record and report business information. We comply with all applicable local, state, and federal laws regarding record completion and accuracy. We require that financial transactions be executed in accordance with management's authorization, and recorded in a proper manner in order to maintain accountability for Microsoft's assets. Our financial information reflects only actual transactions and is in compliance with Microsoft and other applicable accounting practices. The CEO, CFO, Corporate Controller and other employees of the finance organization are also required to comply with the Microsoft Finance Code of Professional Conduct.
| We are responsible stewards in the use, protection, and management of Microsoft's assets. |
Use and Protection of Assets: We wisely use and protect the assets of the company, including property (both physical and intellectual), supplies, consumables, and equipment. We use these assets exclusively for Microsoft's business purposes.
Fiscal Responsibility: Microsoft employees exercise good stewardship over and spend Microsoft's funds in a responsible manner.
Use of Information Technology: At all times, we should use good judgment and common sense; conduct ourselves ethically, lawfully, and professionally; and follow applicable authorization protocols while accessing and using company-provided information technology and its contents. In using these company assets and systems, we do not create, access, store, print, solicit, or send any material that is intimidating, harassing, threatening, abusive, sexually explicit, or otherwise offensive or inappropriate, nor do we send any false, derogatory, or malicious communications.
Intellectual Property: We comply with the laws and regulations that govern the rights to and protection of our own and others' copyrights, trademarks, patents, trade secrets, and other forms of intellectual property.
Creation, Retention, and Disposal of Records and Information Assets: We create, retain, and dispose of our business records and information assets, both written and electronic, as part of our normal course of business in compliance with Microsoft policies and applicable regulatory and legal requirements.
Confidential and Proprietary Information: We respect our ethical and legal responsibilities to protect Microsoft's confidential and proprietary non-public information and communicate it only as necessary to conduct Microsoft's business. We do not use this information for our personal advantage or for non-Microsoft business use, and maintain this confidentiality even after Microsoft no longer employs us.
Third-Party Software: We use software and other content information only in accordance with their associated licenses and/or terms of use. We prohibit the making or using of copies of non-licensed copyrighted material, including software, documentation, graphics, photographs, clip art, animation, movie/video clips, sound, and music.
Insider Information and Securities Trading: In the course of doing business for Microsoft or in discussions with one of its customers, vendors, or partners, we may become aware of material non-public information about that organization. Information is considered "material" if there is a substantial likelihood that a reasonable investor would consider it important in making a decision to trade in the public securities of the company. Individuals who have access to this type of information are called "insiders." We discuss this information on a limited, "need to know" basis internally, and do not share it with anyone outside Microsoft. We do not buy or sell the public securities of a company, including our own, on the basis of such information, and we do not share ("tip") this information with others. Because of the extremely sensitive nature of and severe penalties associated with "insider trading" and "tipping," contact Microsoft's Law and Corporate Affairs before you buy or sell public securities in situations that could be of this nature.
Conflicts of Interest: Microsoft employees are expected to act in Microsoft's best interests and to exercise sound judgment unclouded by personal interests or divided loyalties. Both in the performance of our duties for Microsoft and our outside activities, we seek to avoid the appearance of, as well as an actual, conflict of interest. If in doubt about a potential conflict, speak with your immediate supervisor, manager, another member of management, your Human Resources Generalist, or your Law and Corporate Affairs contact as specified in the Resources for Guidance and Reporting below.
| We promote a diverse, cooperative, and productive work environment. |
Gifts and Entertainment: Microsoft policy and practice encourage the use of good judgment, discretion, and moderation when giving or accepting gifts or entertainment in business settings. Gift giving and entertainment practices may vary in different cultures; however, any gifts and entertainment given or received must be in compliance with law, must not violate the giver's and/or receiver's policies on the matter, and be consistent with local custom and practice. We do not solicit gifts, entertainment, or favors of any value from persons or firms with which Microsoft actually or potentially does business. Nor do we act in a manner that would place any vendor or customer in a position where he/she may feel obligated to make a gift, provide entertainment, or provide personal favors in order to do business or continue to do business with Microsoft.
Purchasing Decisions and Practices: In our purchasing decisions, negotiations, contract development, and contract administration we comply with the applicable laws and regulations that govern those relationships.
We promote a diverse, cooperative, and productive work environment.
Openness, Honesty, and Respect: In our relationships with each other, we strive to be open, honest, and respectful in sharing our ideas and thoughts, and in receiving input.
Diversity: Microsoft promotes and supports a diverse workforce at all levels of the company. It is our belief that creating a work environment that enables us to attract, retain, and fully engage diverse talents leads to enhanced innovation and creativity in our products and services.
| We are responsible, caring members of the global community. |
Equal Employment Opportunity: Microsoft promotes a cooperative and productive work environment by supporting the cultural and ethnic diversity of its workforce and is committed to providing equal employment opportunity to all qualified employees and applicants. We do not unlawfully discriminate on the basis of race, color, sex, sexual orientation, religion, national origin, marital status, age, disability, or veteran status in any personnel practice, including recruitment, hiring, training, promotion, and discipline. We take allegations of harassment and unlawful discrimination seriously and address such concerns that are raised regarding this policy.
Safety and Health: A safe and clean work environment is important to the well-being of all Microsoft employees. Microsoft complies with applicable safety and health regulations and appropriate practices.
We are responsible, caring members of the global community.
Citizenship and Community Service: We have a strong and demonstrated commitment to the improvement of society as well as the communities we serve and in which we operate. We encourage the support of charitable, civic, educational, and cultural causes. Our contributions include cash, volunteer time, software, and technical assistance.
Respect for the Environment: Microsoft respects the environment and protects our natural resources. We comply with applicable laws and regulations regarding the use and preservation of our land, air, and water. Click here to learn how Microsoft is responding to European Union WEEE and RoHS Directives.
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Administration and Enforcement
Microsoft's Department of Law and Corporate Affairs is responsible for the overall administration of the company's Business Conduct and Compliance Program and for providing employees with resources and materials to assist them in conducting their business activities in a legal and ethical manner. In administering the program, Law and Corporate Affairs works closely with Finance, Human Resources, Internal Audit, and Security.
The General Counsel serves as the company's Chief Compliance Officer and has overall responsibility for the management of the program. The General Counsel reports directly to the CEO and, for this purpose, to the Audit Committee of the Board of Directors. The General Counsel oversees directly an Office of Legal Compliance (OLC). The Director of Compliance, who is part of the Office of Legal Compliance, reports to the Chief Compliance Officer and the Audit Committee of the Board of Directors and has the responsibility for the day-to-day administration of the Business Conduct and Compliance Program. This responsibility includes, but is not limited to, applying the Standards to specific situations in which questions may arise and interpreting the Standards in a particular situation.
The Standards of Business Conduct and the Business Conduct and Compliance Program are endorsed by and have the full support of Microsoft's Board of Directors. The Board of Directors and management are responsible for overseeing compliance with and enforcing the Standards of Business Conduct.
Violations of Microsoft's Standards of Business Conduct cannot and will not be tolerated. Consequences for such violations may include disciplinary action up to and including termination of employment. Individuals who have willfully failed to report known violations will also be subject to disciplinary action.
Waivers of provisions of the Standards of Business Conduct that are granted to any director or executive officer of Microsoft may only be made by Microsoft's Board of Directors or by Board committee designated by the Board of Directors. Any such waiver that is granted to a director or executive officer will be publicly disclosed as required by Nasdaq listing requirements and applicable laws, rules, and regulations.
Resources for Guidance and Reporting
It is your right and your responsibility to obtain guidance about a business practice or compliance issue when you are uncertain about what action you should take and to report possible violations of the Standards of Business Conduct.
If you need details on a specific policy, you may e-mail our compliance team at buscond@microsoft.com. If you need guidance regarding a business practice or compliance issue or wish to report a possible violation, talk to your immediate supervisor, manager, another member of management, your Human Resources Generalist, or your Law and Corporate Affairs contact.
If you are a Microsoft employee or vendor without access to our corporate intranet and wish to send a confidential e-mail to the Director of Compliance, you may do so by e-mailing the Business Conduct and Compliance alias (buscond@microsoft.com). A confidential e-mail may be delivered via the Internet by submitting a report via the Microsoft Integrity Web site. These e-mails will be received by a third-party vendor, who will remove your contact information prior to forwarding a summary of the e-mail to the Office of Legal Compliance.
You may also send a letter to the Director of Compliance at Microsoft Corporation, Law and Corporate Affairs, One Microsoft Way, Redmond, WA 98052 or send a confidential fax to (425) 705-2985. Letters and faxes sent to the Director of Compliance may be submitted anonymously if you choose to do so.
If you have a concern regarding a questionable accounting or auditing matter and wish to submit the concern confidentially or anonymously, you may do so by submitting a report via the Microsoft Integrity Web site, calling the Business Conduct Line, or sending a letter or fax to the Director of Compliance as outlined above.
Microsoft will handle inquiries discreetly and make every effort to maintain, within the limits allowed by the law, the confidentiality of anyone requesting guidance or reporting a possible violation.
Microsoft will not tolerate any retribution or retaliation taken against any employee who has, in good faith, sought out advice or has reported a possible violation. However, if any employee makes a knowingly false report of a possible violation for the purpose of harming another individual, that employee will be subject to disciplinary action.
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All Microsoft employees are accountable and responsible for understanding and complying with the Standards of Business Conduct, applicable laws, regulations, and Microsoft policies that are related to their jobs. In fulfilling these responsibilities each employee must:
- Read, understand, and comply with the Standards of Business Conduct and all Microsoft policies that are related to his/her job.
- Participate in training and educational programs/events required for his/her job.
- Obtain guidance for resolving a business practice or compliance concern if he/she is uncertain about how to proceed in a situation.
- Report possible violations of the Standards of Business Conduct, policies, applicable laws, and regulatory requirements.
- Cooperate fully in any investigation.
- Make a commitment to conduct Microsoft's business with integrity and in compliance with applicable laws and regulatory requirements.
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