A conflict of interest occurs when, because of your role at eBay, you're in a position to influence a decision that may result in personal gain for you, your friends, or your family at the expense of eBay or the eBay community. A potential conflict of interest is a situation that is reasonably likely to evolve into an actual conflict of interest. An apparent conflict of interest is a situations where an observer might conclude that your judgment was influenced by something other than eBay's best interests. Each of us has a responsibility to ensure that our business dealings avoid these kinds of conflicts, which can undermine both our personal reputations and our collective reputation as a company that does business in an above-board, straightforward way.
The best rule for any conflict situation is "disclose and abstain" - if it is not possible to avoid participating in the outside activity creating the conflict, be open and honest with eBay about the possibility of a conflict and avoid participating in eBay decisions that might raise the conflict. It's not possible to list all possible conflicts, but some examples include:
Avoid outside employment or business ventures that compete with eBay, conflict with your obligations to eBay, or otherwise compromise eBay's interests. You may provide services to eBay customers and suppliers if there is no conflict with your job responsibilities and your manager in consultation with a Business Ethics Officer approves the arrangement. You may provide services to other companies if there is no conflict of interest and your services do not interfere with your duties at eBay. (eBay officers must also get the prior written consent of a Business Ethics Officer).
Board & Advisory Board Memberships
Obtain the approval of your manager (and for eBay officers, a Business Ethics Officer) before taking a position on any board of directors, advisory board, or other body of any entity that may present an actual or potential conflict of interest. (In general, participation on the boards of family enterprises or non-profits will not be controversial; other memberships will be considered on a case-by-case basis.)
Business with Related Parties
If an actual or potential conflict arises based on any permitted outside employment, board membership, or family or personal relationship with an employee of another entity, disclose the relationship to your manager (and, if you are an eBay officer, to a Business Ethics Officer) and abstain from participating in any eBay decision specifically or substantially affecting that entity or any decision by that entity specifically or substantially affecting eBay. Also tell your manager if a family member or close personal friend works for a competitor, customer, or supplier and is in a position to influence decisions affecting eBay.
Business Arrangements with eBay
Without prior written approval from the CEO, you may not participate in a joint venture, partnership, or other business arrangement with eBay. (Directors and executive officers must obtain the prior approval of the Audit Committee.) All employees are encouraged to use the eBay and PayPal marketplaces, while complying with the rules governing such use.
We have a duty to advance eBay's legitimate interests. Never use your knowledge of eBay's activities for personal benefit (such as by acquiring shares in a company or property of current interest to eBay). If you learn of a business or investment opportunity through your position at eBay, make full disclosure to a Business Ethics Officer and get approval before participating in the opportunity. (Directors must discuss such opportunities with the disinterested members of the Board of Directors. Nothing in this section abrogates the duties that directors may have to other companies.)
Customers and Suppliers:
You must disclose to your manager any investment or other interest you or any member of your household has in a competitor, customer, or supplier of eBay that is:
- a public company, if the value of that financial interest exceeds the higher of 10% of your annual base compensation or 0.2% of your net worth; or
- a private company, regardless of the size of the investment.
If you have any questions about whether a company is a customer or supplier, consult with a Business Ethics Officer.
Your manager may require you to abstain from working with the customer or supplier in the course of your job. In cases where your job requires involvement with the customer or supplier, you may be required to divest some or all of your investment. Managers are encouraged to consult with a Business Ethics Officer in evaluating potential conflicts and appropriate responses.
The same rules apply to your investments and interests in eBay's competitors, although in many cases it will not be possible for you to abstain from work relating to the competitor, and partial or full divestment will be necessary.
Because of the broad and evolving nature of eBay's business, it is not possible to provide a fixed list of competitors. Work with your manager and a Business Ethics Officer to determine whether a given company is a competitor of eBay and, if so, how to handle any investment. Factors in evaluating how to handle an investment may include the total amount of the investment, whether the company is private or public, whether the investment is liquid or illiquid, whether you held the investment before coming to eBay, whether the investment results from ordinary-course compensation to a spouse, what percentage of an your salary and net worth the investment constitutes, and your position and job responsibilities at eBay.
Board Financial Holdings:
Non-employee members of eBay's Board of Directors must recuse themselves from any matters involving companies in which they have any direct and material financial interest.
Family & Personal Relationships
Take special care to ensure that relationships do not conflict or appear to conflict with your responsibilities to eBay. Avoid managerial or supervisory relationships that may be or be seen to be inappropriately compromised. Do not directly or indirectly supervise anyone with whom you have a family or close personal relationship, including not only a spouse or romantic partner, but also your or your spouse's grandparent, parent, sibling, child, grandchild, uncle, aunt, first cousin, niece, or nephew. Also, don't use your influence over employment or benefit decisions to favor anyone in these categories. Tell your manager or HR Manager about any relationship that could violate these rules. In certain circumstances, and at eBay's sole discretion, it may be necessary to reassign someone to avoid actual or potential conflicts of interest or take other steps required to maintain a harmonious and productive work environment.
Let your manager know if you may have any eBay-related involvement with a company that employs anyone with whom you have a family or close personal relationship (as described above), and avoid participating in any eBay decisions specifically or substantially relating to that company. eBay officers should confer with their manager and a Business Ethics Officer if someone with whom they have a family or close personal relationship holds a senior position with a competitor.
Receipt of Favors and Gifts
Avoid accepting gifts or favors that might influence, or even appear to influence, your independent judgment. Neither you nor any member of your family may accept any gift associated with doing business for eBay that: (1) goes beyond common courtesies; (2) obligates you to the giver; (3) creates the appearance of a conflict of interest; or (4) could prove embarrassing to eBay.
Except for normal business courtesies as set forth below, you may not request, accept, or offer any benefit for yourself or others for providing business-related services or in connection with your position here. For example, you may not accept non-public opportunities to buy, sell, or receive stock or other interests in actual or potential business partners, such as "friends and family" programs in connection with initial public offerings. Similarly, you may not offer or accept a loan, guarantee, discount, or other financial benefit from an actual or potential eBay business partner that is not generally available to the public.
Exception Receiving Business Courtesies
The occasional exchange of business courtesies such as reasonable entertainment and modest gifts may facilitate the development of relationships with our business partners. Never allow these courtesies to adversely affect your objectivity in making decisions on our behalf, nor use such courtesies to inappropriately influence our business partners.
Entertainment. You may participate in reasonable business entertainment, such as having lunch or dinner or attending a cultural or sporting event with a business counterpart, so long as the entertainment is reasonable and customary in scale and expense, and in furtherance of the business relationship. You may not accept travel or accommodations in connection with entertainment.
If proposed entertainment exceeds $250 in value and you feel that unusual circumstances might warrant accepting it, consult with your manager who will review the situation with a Business Ethics Officer.
Gifts. You may not accept gifts of any substantial value. Permissible gifts include such things as moderately priced clothing or memorabilia bearing the logo of the business partner (shirts, hats, pens, etc.) or gift baskets of food, which you are encouraged to share with others in your group.
Providing Business Courtesies to Others
The same rules govern business courtesies we have provide to our business partners. We want to win business on the merits, not because we give lavish presents or host fancy dinners. You may provide meals in connection with business discussions with employees from other companies, so long as doing so doesn't violate their standards or have the purpose, effect, or appearance of improperly influencing their business decisions. Under appropriate circumstances and where it is culturally expected, you may provide gifts of nominal value (such as eBay paraphernalia) in the course of a business relationship. If you have any question about the appropriateness of a gift or other business courtesy, please contact a Business Ethics Officer.