Ingram Micro Code of Conduct

Transcription

1 Ingram Micro Code of Conduct 2015 Ingram Micro Inc. 1

2 Objectives The purpose of this training is to familiarize associates with the Ingram Micro Code of Conduct and more broadly help them understand and make ethical decisions in their day-to-day activities through: Identification of ethical issues understanding of the Ingram Micro s Value of Integrity and communication of company standard on specific subjects application of a precise decision process for making ethical decisions showing the importance of the manager s integrity lead to foster ethical culture identify the benefits of ethical culture 2

3 The Code of Conduct, Cornerstone of the Compliance Program We all come from various background, countries and cultures. Our Code of Conduct helps us understand the principles guiding our decisions at Ingram Micro The Code takes out the guess work and documents the Company culture, creating unity across the organization around our values of Innovation, Accountability, Integrity, Teamwork & Respect, Learning and Social Responsibility While we have spent years building Ingram Micro s reputation around our core values, especially integrity, it takes only moments to ruin it. Let s all do our part to embrace our Code of Conduct, and live and work by the ethical standards that are its foundation. Alain Monié, Chief Executive Officer The Board expects each one of you to familiarize yourself with the Code and adhere to it in your activities at Ingram Micro Dale Laurance, Chairman of the Board 3

4 The Code of Conduct, Cornerstone of the Compliance Program (Cont.) Facts: But remember: Our business is difficult and we sometimes compete against people or organizations who do not share our values Real-life situations are often far from being clear cut breaches of ethics and this makes them difficult to resolve The pace of our times is faster than fast with technologies that force us to make decision on the spot and under pressure Nobody will blame you for missing an opportunity by making the right ethical choice To the contrary, cheating to win a deal will likely take you to the exit door and could eventually generate other very negative consequences if you violate applicable laws and regulations Nobody has the authority to force you make an unethical decision When you face an ethical issue you should be fast in assessing it immediately and calling for help when needed but don t feel compelled to make an on-the-spot decision without understanding its possible consequences 4

5 Facing an Ethical Issue? Resolve by following a structured approach: 1. Collect all the facts necessary to make a useful analysis. Don t rely on partial information which could distort the picture 2. Step-back, look at the situation and ask yourself: Is it legal? Does it comply with the Ingram Micro Code of Conduct or any applicable policy? Is it compatible with Ingram Micro s values? Would I feel comfortable explaining my decision to enforcement authorities should it be investigated? 3. Identify the Ingram Micro associates who could help making the right decision Remember, the more complex the issue, the higher need to involve other stakeholders to make the right choice. So, don t be shy, leverage available resources! Share all information, don t be selective, evaluate your alternatives 5

6 The IM Code Says During a Vendor audit, the auditors ask me to provide them with a copy of their competitor s sales reports so that they can perform a completeness test We must safeguard Ingram Micro proprietary information, and third-party proprietary information entrusted to Ingram Micro from loss, theft, unauthorized modification and unauthorized disclosure I am attending a Distributors meeting organized by one Vendor. All participants are suggested to work together to protect the degradation of their margins IM has a policy of fair and honest dealing with customers, suppliers and competitors. We comply with applicable antitrust or competition laws, including the prohibitions on fixing prices or margins 6

7 The IM Code Says (Cont.) Using my good working relationship at IM with one Vendor, I am able to negotiate an incredible deal for a purchase of 10 PC s that my wife will use in her business Our ERP has flagged the end-user my Reseller asked me to directly ship products to as a company listed on the US government restricted list We must avoid situations that we know, or should know, create actual/potential conflicts of interest and disclose them promptly. We cannot use IM s property for personal gain nor take for ourselves business opportunities that arise through the use of IM s property, information or position We must comply with the export control laws of the US and all other countries in which we operate, including restrictions on transactions with parties on the Restricted Parties List and with certain designated countries 7

8 The IM Code Says (Cont.) This month results are not going to look too good. I am going to work this out with my CFO, I know next month is going to be fantastic and I will be able to compensate Ingram Micro s filings with the SEC as well as all other public communications about the financial condition of the company and the results of operations must represent full, fair, accurate, timely and understandable disclosure I am aware of an ethics violation in my business unit, but I am afraid to report it. I fear being rejected by my peers or retaliated against by my supervisor if I do so Speak up! The Company will protect you against retaliation if, in good faith, you report a suspected legal or ethical compliance violation or conflict of interest, whether or not such suspicion turns out to be valid 8

9 The IM Code Says (Cont.) A vendor invites me to join him at a local sporting event where we will watch the game and discuss business opportunities. The seats have a face value exceeding the limit of the Gifts and Entertainment Policy. Should I go? This is OK as it constitutes business entertainment However, if the vendor simply offers tickets with no plans to accompany you, that is a gift to be declined as it exceeds the Policy limit. Always exercise good judgment to avoid appearance of undue influence and consult with your supervisor when in doubt One of my Resellers gave me his user name and password so that I can access the website of our competitor and compare pricing information We only gather intelligence in accordance with applicable laws and with IM s values. Direct exchanges of competitive intelligence with competitors are prohibited 9

10 The IM Code Says (Cont.) My Hard drive is full, I am going to clean it up this week-end. There is too much old stuff I do not need anymore We must retain documents in accordance with any records retention schedule adopted by Ingram Micro for a given country A Reseller is asking to facilitate a trip to SNA for the decision maker at the Ministry of Health and her family. This may accelerate the purchase of these 2,000 projectors we have been talking for about a year. Not a big deal, the public official s kids will love Disneyland and I d like to make them happy! We cannot pay or offer to pay anything of value to government officials or pay bribes to commercial customers/vendors to obtain or retain business 10

11 The IM Code Says (Cont.) I left my laptop unattended with my luggage in the lobby of the hotel for a few minutes while I was talking to the receptionist and now its gone! We must protect Ingram Micro s assets against theft and loss and report any theft or loss to our supervisor, the security department or the human resources department OK, OK I get it but isn t all of that a little theoretical? Don t you think this may work in the US but here the culture is different If I am told to do something against the principles of the Code by my manager, I can t say no or he/she is going to make my life unbearable! The Sunshine Rule makes each of us responsible for immediately reporting any compliance issue and not hide problems, hoping that they might not be discovered. Ingram Micro will protect from retaliation any associate that follows the Sunshine Rule and reports a concern in good faith 11

12 Contacts Regional Compliance Officer Laura Paredes: Americas Pablo Ventura: Asia Pacific Farida Alkaff: Middle East / Turkey / Africa Lyubomir Modev: Europe Other Contacts Chief Compliance Officer: bruno.grandguillotte@ingrammicro.com General Counsel: larry.boyd@ingrammicro.com 12

13 Confidential Proprietary information and proprietary of Ingram information Micro Inc. of Ingram Do Micro not distribute Inc. Do or duplicate not distribute without or duplicate Ingram Micro's without express Ingram written Micro's permission. express written permission