MAXIM INTEGRITY GUIDE. Making Ethical Decisions in the Workplace

Transcription

1 MAXIM INTEGRITY GUIDE Making Ethical Decisins in the Wrkplace

2 Table f Cntents Antitrust and Fair Cmpetitin... 3 N Retaliatin fr Reprting Cncerns... 4 Financial Recrds... 5 N Fraud... 6 Prprietary Infrmatin... 7 Equal Emplyment Opprtunity... 8 N Harassment... 9 Lawsuits, Gvernment Audits, Penalties, and Investigatins Cmmunicating with Media and Financial Cmmunity Cnflicts f Interest N Bribes [ 1

3 Building Success n a Fundatin f Integrity We all wrk hard t earn a reputatin based n hnesty and integrity. It can take years t earn that reputatin, but it can be damaged r lst quickly. Maxim has prepared this guide t assist yu in making decisins based n hnesty and integrity in yur jb. Maxim s success depends n yu. 2

4 Antitrust and Fair Cmpetitin Fair cmpetitin fsters grwth and innvatin Maxim is cmmitted t fair and hnest cmpetitin, as well as cmpliance with all applicable cmpetitin laws. What des it mean? Cmpetitin is valuable because it brings ut the best in a persn, a cmpany, r an industry. Open markets and healthy cmpetitin are in everyne s best interest. With the best peple, prducts, and services there is n need t cheat r cmpete unfairly. Guidelines: Never receive r request cnfidential infrmatin f a cmpetitr. If yu d receive it, d nt cpy it, memrize it, r distribute it. Instead, either call Legal r return it t the surce. D nt request jb candidates t recruit frm their current emplyer while they are still emplyed. Always find ut if a candidate has an agreement with their frmer emplyer restricting recruiting, cmpetitin, etc., and always abide by the agreement. Call Legal if yu have any questins. Antitrust laws limit what yu can discuss and agree upn with a cmpetitr. Cmmn examples are in the fllwing table. Avid discussing with cmpetitrs: Custmers Markets Prduct plans Never agree t: Nt hire each ther s emplyees Pricing, territry, r custmer allcatin Prduct allcatin Pricing Cautin: Exclusivity agreements limit buying and selling t ne party. They must be apprved by Legal. 3

5 N Retaliatin fr Reprting Cncerns We must all be cmfrtable speaking up We rely n ur emplyees t identify mistakes and cncerns that culd impact Maxim negatively. Maxim will nt tlerate retaliatin against emplyees reprting gd faith cncerns. What des it mean? If yu reprt a pssible vilatin f a law r any Maxim plicy in gd faith yu will nt be subject t retaliatin fr ding s. Frms f retaliatin include being terminated, demted, suspended, harassed, r in any way discriminated against fr reprting a suspected vilatin. Use f any f these methds t reprt a cncern: 1. Annymus Reprting: Online: Please visit: r Phne: Please call Maxim s reprting htline at: (866) fr thse calling frm the United States r Canada Fr thse calling frm anther lcatin, please btain the apprpriate phne number by ding the fllwing: (i) lg nt and (ii) use the File New Reprt drp dwn cuntry feature t lcate the apprpriate phne number t dial frm the list that is prvided at the website. 2. Cmpliance.Officer@maximintegrated.cm 3. Management discuss the issue with anyne in Management 4. Human Resurces discuss the issue with anyne in HR, particularly yur HR Partner 4

6 Financial Recrds Our recrds must be accurate and reliable, with effective internal cntrls Maxim is cmmitted t financial integrity by: keeping cmplete and accurate financial recrds; and implementing apprpriate cntrl systems. What des it mean? Hnest and accurate recrding and reprting f financial infrmatin is critical t Maxim s ability t make respnsible business decisins. Our reputatin fr integrity and Maxim s financial strength depends n cmplete and accurate financial recrds. Many emplyees are invlved with financial recrds every day, perhaps even n a relatively small basis, but the accuracy f these recrds is critical. Guidelines: We must: ensure that ur financial recrds d nt cntain any false r misleading entries; disclse any Side Agreements t the Finance and Legal Organizatins ( Side Agreements are undisclsed special arrangements r agreements t handle matters differently than stated in the relevant cntract); and accurately and truthfully cmplete all recrds used t determine cmpensatin r expense reimbursement. Financial infrmatin and recrds are cmplex. Disclsure f financial infrmatin may require prir authrizatin by the Finance Department. If in dubt, ask. 5

7 N Fraud Hnesty is ur Plicy Hnesty is nt nly the best plicy, it is Maxim s fficial plicy. Hnesty means cmmunicating truthfully in all ur relatinships. What des it mean? Anyne can make an hnest mistake. Fraud is nt a mistake it invlves deliberate deceptin by cheating, tricking, stealing, deceiving, cvering-up the truth, r lying. Fraud is nt nly unethical, it can als be illegal. Examples: false r misleading statements; submitting false expense reprts; misapprpriating assets r misusing Cmpany prperty; unauthrized handling r reprting f transactins; inflating sales numbers by shipping inventry that is knwn t be defective r nn-cnfrming and will be returned; frging r altering checks, qutes, purchase rder, bids, r legal dcuments; and imprperly changing Cmpany recrds r financial statements. 6

8 Prprietary Infrmatin We have the respnsibility t prtect it. Maxim is cmmitted t prtecting cnfidential and prprietary infrmatin that belngs t Maxim, its custmers, suppliers, and partners. Examples: Cnfidential agreements Intellectual prperty such as patent applicatins and trade secrets Cmpany financial infrmatin (e.g., invice registers, payrll recrds, financial statements, accunts payable summaries, vendr listings, price, and cst infrmatin, etc.) Financial and ther business infrmatin abut ptential acquisitins Schematics, engineering designs, marketing and prduct develpment plans, cnfidential sftware cde Custmer lists and agreements, pricing, ramp and ship schedules, market share data, supplier agreements, and strategic plans Guidelines: NEVER DISCLOSE cnfidential infrmatin unless authrized by Maxim, ur custmers, r suppliers. NEVER BRING t Maxim, r use while wrking fr Maxim, prprietary infrmatin btained frm a frmer emplyer r any ther party. NEVER TAKE prprietary infrmatin if yu leave Maxim s emplyment. 7

9 Equal Emplyment Opprtunity We embrace different backgrunds, perspectives, and experiences Maxim is cmmitted t prviding a wrkplace that ffers equal emplyment pprtunity fr all persns in accrdance with applicable laws. Maxim will cmply with all laws related t prtected categries. What des it mean? The laws f different cuntries prvide legal prtectins fr defined categries. Nt all cuntries have the same prtected categries. Sme cuntries require cnsideratin f certain scial and persnal cnditins in hiring, prmting, and terminating emplyment. Other cuntries prhibit cnsideratin f these same scial and persnal cnditins. As an example, in the United States prtected categries include a persn s race, clr, religin, sex, age, natinal rigin, citizenship status, disability, sexual rientatin, r veteran status, which may nt be used t discriminate against an emplyee in reference t hiring, emplyment, r terminatin. Fr mre infrmatin see Maxim s EEOC plicy in the U.S. Emplyee Handbk. 8

10 N Harassment We create a respectful wrkplace. Maxim is cmmitted t creating a wrkplace based n respect, where harassment is nt tlerated by anyne. Examples f Harassment: inapprpriate cmments abut a persn s race, clr, religin, sex, age, natinal rigin, citizenship status, disability, veteran status, r sexual rientatin, unwanted teasing, physical r unwanted tuching, sexual harassment ccurs when: A term f emplyment (e.g., pay raise, prmtin, threat f terminatin) is directly tied t whether an emplyee submits t unwelcme sexual advances. An emplyee is subjected t sexual cmments, sexual materials, r unwelcme cntact as a part f the wrk envirnment. If yu experience r witness harassment, please reprt it. 9

11 Lawsuits, Gvernment Audits, Penalties, and Investigatins We must immediately cntact the Maxim Legal Department. Maxim is cmmitted t prviding prmpt and apprpriate respnses with respect t any gvernmental inquiry r investigatin, any audit request, r any legal ntice. Guidelines: Yu must immediately cntact the Maxim Legal Department if yu: are cntacted by a gvernment fficial r any persn representing a gvernment entity regarding an investigatin, inquiry, penalty, finding, r request fr infrmatin; receive a subpena, search warrant, r similar dcument requesting Maxim t prduce infrmatin r appear in a legal prceeding; receive ntice f any claim r legal prceeding against Maxim; r receive any type f gvernment audit r investigatin request. Under n circumstances shuld yu make any knwingly false, misleading, r incmplete statements t a gvernmental fficial, auditr, r in cnnectin with a legal prceeding, r influence anyne t d s. Yu shuld nt destry, discard, tamper with, cnceal, r make a false entry n any dcuments and recrds (including electrnic media) that are relevant t any pending r reasnably anticipated gvernmental investigatin, r a legal prceeding. Yu must btain prir written apprval if yu wish t retain and pay utside attrneys t prvide legal advice r represent Maxim in any legal matter. 10

12 Cmmunicating with Media and Financial Cmmunity Prir authrizatin required. Maxim is cmmitted t being fair, hnest, and accuntable by prviding the media and financial cmmunity with accurate infrmatin abut the Cmpany and its activities. Hwever, it is in the Cmpany s best interest t exercise apprpriate cautin abut hw and by whm infrmatin abut the Cmpany is released. What des it mean? When members f the media r financial cmmunity cntact the Cmpany t request infrmatin, the respnse can have far-reaching implicatins, including impacts n the Cmpany s stck price and ability t cmpete effectively. When the Cmpany prvides infrmatin n prducts, peratinal strategies, r financial results, we must ensure that the infrmatin is accurate and that the Cmpany is ready t g public with that infrmatin in accrdance with applicable legal requirements. Guidelines: Only the CEO, CFO, and Directr f Investr Relatins are authrized t speak with the investr cmmunity r t appint thers t participate in such cmmunicatins. Prduct media cmmunicatins are handled by the Business Organizatin and Marketing. Media cmmunicatins related t litigatin and legal matters are jintly handled by Marketing and the General Cunsel. Any requests fr infrmatin regarding the Cmpany as a whle, r infrmatin that culd affect the Cmpany s stck price fr example, infrmatin n earnings r sales, cmments n pssible acquisitins r divestitures, the status f particular Cmpany peratins, etc. must be frwarded t Maxim s Investr Relatins Department. Yu shuld nt pst any infrmatin abut the Cmpany, prducts, stck perfrmance, peratinal strategies, financial results, custmers, r cmpetitrs n scial media r in public frums such as Internet chat rms and bulletin bards, even in respnse t a questin r false cmment psted n the Internet. 11

13 Cnflicts f Interest We must prtect Maxim s best interests. Maxim emplyees shuld try t avid situatins that create, r appear t create, a cnflict f interest. If a situatin invlving a ptential cnflict f interest is unavidable, the emplyee must prmptly disclse the ptential cnflict f interest t Maxim. A cnflict f interest ccurs when yur persnal activities r relatinships can interfere with yur decisins t d what is best fr Maxim. Even the appearance f a cnflict f interest can create issues if the situatin is nt timely disclsed t Maxim. Cnflicts f interest culd include: wrking as an emplyee, cnsultant, bard member, r independent cntractr at an utside jb that cmpetes with Maxim r interferes with yur psitin r ability t perfrm at Maxim; using Maxim infrmatin, resurces and/r trade secrets t benefit a party ther than Maxim; receiving gifts, meals, r entertainment frm a vendr that cause yu t favr that vendr, r create the appearance that yu favr that vendr ; nt disclsing that yu are clsely related t a party such as a jb applicant, vendr, distributr r custmer f Maxim; serving as a bard member r in a similar advisry rle f a fr-prfit rganizatin (written apprval must be btained by Maxim s Chief Cmpliance Officer befre an emplyee serves in such a rle). Guidelines: Keep in mind that nt all ptential cnflicts between yur interests and Maxim s best interests are harmful r prhibited. Sme cnflicts f interest are permissible if they are timely disclsed and apprved. If a relatinship r transactin might create, r appear t create, a cnflict f interest, please reprt the details f the matter t Maxim s Chief Cmpliance Officer fr review and apprval, r t Integrityinquiries@maximintegrated.cm. 12

14 N Bribes Maxim des nt have t cheat t be successful. Bribery is cheating. Bribery is illegal. Maxim has zer tlerance fr bribery. What des it mean? A bribe invlves ffering r prmising t prvide anything f value (nt just cash) t a persn t btain a specific utcme. Maxim des nt distinguish between public fficials and private persns with respect t bribery: bribery is nt tlerated regardless f the status f the recipient. Maxim emplyees must nt ffer r receive bribes, and they must nt use intermediaries (such as agents, cnsultants, advisers, distributrs, r any ther business partners) t cmmit bribery. Bribery ften ccurs by means f verbal deals t avid transparency that is therwise dcumented thrugh purchase rders, cntracts, payment receipts, etc. Is it a bribe r is it rdinary cmmercial bargaining? There is nthing imprper abut rdinary cmmercial bargaining. Hwever, bargaining that invlves prviding smething f value (including mney) t an individual t btain a specific business utcme is bribery. Use the checklist belw t determine if bribery culd be present in a prpsed business deal: 1. Is there a prmise r ffer t prvide anything f value t an individual fr the purpse f btaining a specific utcme in negtiatins between cmpanies? 2. D ne r bth f the parties want t avid transparency and nt prperly dcument the details f the deal in writing? If yu answer Yes t any f these questins, and yu must cntact Maxim s Cmpliance, Ethics, and Risk grup. If yu suspect that bribery (r an ffer f bribery) has ccurred, please cntact Maxim s Chief Cmpliance Officer, the Internal Audit Department, r reprt using the annymus EthicsPint reprting system. 13