PROS Corporate Compliance Program represents a shared undertaking on the part of colleagues ranging from the highest levels of management to the most junior employees.

  • Written Policies and Procedures;
  • A Compliance Officer and Compliance Committee;
  • Effective Training and Education;
  • Effective Lines of Communication;
  • Internal Monitoring and Auditing;
  • Enforcement through Discipline pursuant to Published Guidelines; and
  • Prompt Response and Corrective Action for Detected Problems

I. Written Policies and Procedures

Some of the policies that provide our colleagues with guidance around their conduct of day-to-day operations include the following:

II. A Compliance Officer and Compliance Committee

PROS’ Compliance Program operates under the direction of our Internal Corporate Compliance Committee. The Corporate Compliance Committee reports to the Nominating & Governance committee and operates under a charter. The Internal Corporate Compliance Committee consists of four senior leaders who are responsible for administering all aspects of the Compliance Program, including compliance training, policy development, and investigations. Members of the Committee include the CEO, Chairman, CFO, Compliance Officer, Director of Investor Communications and any person the CEO appoints to the Committee. The Compliance Officer (“CO”) is Damian Olthoff, General Counsel.

III. Effective Training and Education

PROS is committed to providing effective training to employees, managers, officers, and directors regarding the Corporate Compliance Program. Training resources include online access to policies.

IV. Effective Lines of Communication

Open Door Policy

PROS’ adheres to an “Open Door Policy,” and encourages colleagues to discuss any issues, concerns, problems and suggestions with their immediate supervisor or other manager without fear of retaliation and with the assurance that the matter will be kept as confidential as possible.

Corporate Compliance Anonymous Hotline

If you wish to report any such matters anonymously or confidentially, then you may choose one of the following methods:

A. Dial the toll-free hotline that is accessible 24 hours a day, 7 days a week at: (844) 936-0726 (U.S., Guam, Puerto Rico and Canada). See the EthicsPoint portal for detail.

B. Make a report online via the EthicsPoint portal at

C. Mail a description of the complaint or concern to:

PROS Holdings, Inc.

ATTN: Audit Committee Chairman

3200 Kirby Drive, Suite 600

Houston, TX 77098, USA

Communication to Management Regarding Compliance Issues

The Internal Corporate Compliance Committee communicates with management and, as on a need basis, the Nominating and Governance Committee and the Board of Directors about compliance matters. The development and implementation of compliance policy benefit substantially when colleagues at all management levels are engaged.

Communication to the Audit Committee of the Board of Directors and the Full Board of Directors

Communication with the Audit Committee of the Board of Directors and the full Board of Directors is part of an effective compliance program. Members of the Board and its Audit Committee are readily accessible to management and the Internal Corporate Compliance Committee.

V. Internal Monitoring and Auditing

Internal monitoring and auditing are vital parts of a Corporate Compliance Program. Monitoring and auditing business processes does more than simply verify their thorough and efficient operation. Effective monitoring and auditing can provide an organization with the capacity to detect and prevent deviations that, in certain circumstances, can potentially engender compliance concerns.

VI. Enforcement Through Discipline pursuant to Published Guidelines

Our Compliance Guidance documents (e.g. Code of Business Conduce and Ethics,) educate colleagues about our company’s commitment to compliance. The Guidance documents put all colleagues, including management, on notice that failure to adhere to our compliance standards may have disciplinary consequences, up to and including termination of employment. If an investigation suggests that discipline, up to and including termination may be warranted, appropriate action is taken.

VII. Prompt Response and Corrective Action for Detected Problems

Our compliance program supports prompt response and corrective action for detected problems as appropriate under the circumstances. It is expected that compliance concerns referred through any of the many communication channels (personal contact, email, anonymous fax, toll-free hotline number, etc.) will be carefully reviewed, thoroughly and thoughtfully investigated, and reasonably timely and appropriately resolved.