1. Purpose SCOPE Global This Global Conflicts of Interest Policy ( COI Policy ) provides specific guidance for meeting the ethical and disclosure obligations relating to conflicts of interest in Anixter s Global Business Ethics and Conduct Policy ( Ethics Policy ). 2. Definitions The following terms shall have the following meanings under this COI Policy: Conflict of Interest: A conflict of interest arises when your selfinterests or the interests of your Family Members or Significant Other influence or affect your objectivity, judgment, integrity or loyalty, in the course of performing your responsibilities to Anixter. COI Disclosure Form: A COI Disclosure Form is the form completed by an employee and submitted to the Ethics & Compliance Office to request permission to engage in an activity that may constitute a potential conflict of interest or to advise the Ethics & Compliance Office of an existing potential conflict of interest. The COI Disclosure Form is located on www.anixter.ethicspoint.com, as well as Anixter s Ethics & Compliance intranet site. Employee: An employee includes full-time, part-time and temporary employees of Anixter. Ethics & Compliance Office: Anixter s Ethics & Compliance Office consists of Anixter s Chief Compliance Officer, Regional Compliance Officers and any other individuals as designated by the Chief Compliance Officer. Family Member: A Family Member is defined as a relative through blood, adoption, marriage or civil union (e.g., spouse, parent, grandparent, child, sibling, aunt/uncle, niece/nephew or cousin), or a domestic partner. Government: Government means a government at national, state, regional, provincial or local level, and includes, without limitation, any government agency, public authority or other public body. Significant Other: A Significant Other is a person with whom an employee has a romantic or sexual relationship. SECTION Legal and Compliance POLICY NUMBER 2014-L&C-COI-0001 ISSUED BY Ethics and Compliance Office DATE ISSUED November 2014 EFFECTIVE DATE October 2014 SUPERSEDES ISSUE DATED: Page 1 of 6
3. Policy As set forth in the Ethics Policy, you are required to always act in the best interest of Anixter and its shareholders, and avoid any situation that may tempt you to act to the contrary. You are also expected to exercise the utmost good faith in all decisions, transactions, and activities related to Anixter, its assets, property and resources. As such, you must avoid activities or situations that could interfere, or be perceived as interfering, with your ability to perform your job. When trying to determine whether to engage in activity that may constitute a conflict of interest, you should ask yourself the following three questions: Q: Could this activity or investment negatively affect your ability to do your job, or potentially harm Anixter or its reputation? If yes, avoid the activity or investment altogether. Q: Could this activity or investment embarrass Anixter or you if it showed up on the front page of a newspaper? If yes, avoid the activity or investment altogether. Q: Could this activity or investment benefit your Family Member, Significant Other or you or be perceived by others as benefiting your Family Member, Significant Other or you at the expense of Anixter? If yes, you can choose to either avoid the activity or investment altogether, or seek permission from the Ethics & Compliance Office to engage in the activity per the process set forth below. Remember that even the appearance of a conflict of interest can be just as damaging as an actual conflict and can damage Anixter s reputation for fair dealing. The following chart identifies some of the more common activities that may result in a conflict of interest and the disclosure obligation and approvals that are required before you may engage in such activities. If you choose to avoid the activity altogether, disclosure is not required. Page 2 of 6
Potential Conflict Outside employment. Having a job or consulting engagement with another organization could constitute a conflict of interest if such job or assignment could affect, or appear to affect, your ability to objectively do your job with Anixter. Disclosure and Approvals Needed from the Ethics & Compliance office is needed if the employment or consulting engagement may: 1. Result in you working for or with one of Anixter s customers, vendors, or competitors, 2. Conflict with your Anixter job duties or hours, or 3. Require you to use Anixter s property, facilities or confidential information. Board positions. Accepting an advisory position or a board seat with another organization could constitute a conflict of interest, especially if the organization is an Anixter competitor, customer or vendor. Outside business interests or investments in any Anixter customer, vendor or competitor. Investing in an Anixter customer, vendor or competitor could constitute a conflict of interest if your position at Anixter could influence, or appear to influence, Anixter s actions in dealing with such customer, vendor or competitor. Personal business, investment or corporate opportunities. Using information that you obtain through your job at Anixter to take business or investment opportunities (personally or on behalf of third parties) from Anixter could constitute a conflict of interest if the opportunity could have benefited Anixter. Work relationships with Family Members or Significant Others. Certain work relationships could create a conflict of from Anixter s CEO is needed if you want to accept a board seat or advisory position with any outside for-profit company. The Ethics & Compliance Office will review the request and notify Anixter s Chief Executive Officer (CEO). from the Ethics & Compliance Office is needed if you want to invest in any Anixter customer, vendor or competitor, unless the investment represents less than 2% of a publicly traded company. from the Ethics & Compliance Office is needed if you want to take an opportunity for yourself or help others take an opportunity that could have benefited Anixter. Compliance Office of a familial or romantic relationship is required and prior written approval from the Ethics & Page 3 of 6
Potential Conflict interest, including, without limitation: 1. Having a Family Member or Significant Other in your reporting chain, even if the person is not your direct report; 2. Working with Family Members or Significant Others on projects or issues at work if the Family Member or Significant Other is acting as an internal service provider or client to you or your department; or 3. Evaluating or providing feedback on coworkers who are Family Members or Significant Others. Business relationships with Family Members or Significant Others. Conducting business on behalf of Anixter with an organization that employs or is owned, or partially owned by a Family Member or Significant Other could constitute a conflict of interest. Gifts, loans, entertainment or other items of value. Offering, giving, authorizing, requesting, receiving or accepting gifts, entertainment, or anything else of value from Anixter s customers or vendors could constitute a conflict of interest. Offering, giving, authorizing, requesting, receiving or accepting cash, cash equivalents, or a personal loan from Disclosure and Approvals Needed Compliance Office is needed before: 1. Anixter hires or transfers your Family Member or Significant Other into a position in your reporting chain (e.g., Anixter hires your sister in a position that reports to someone who reports to you); 2. Your Family Member or Significant Other becomes an internal service provider or client to you or your department (e.g., a credit manager who is your mother approves credit on a customer assigned to you); or 3. You are asked to provide feedback about your Family Member or Significant Other (e.g., you are asked to provide feedback on an employee in another division who is your aunt). from the Ethics & Compliance Office is needed if: (a) Anixter wants to enter into a business relationship with your Family Member or Significant Other, or a company that employs or is owned, or partially owned by a Family Member or Significant Other, and (b) you are in a position that is responsible for or can influence decisions relating to such business relationship. Disclosure is needed even if your Family Member s/significant Other s is a silent partner/owner or has an indirect interest in the entity (e.g., if they share office/warehouse space, employees or resources). Disclosure would also be needed if (a) Anixter is seeking to obtain something from the Government (e.g., a license, a waiver of a potential penalty, etc.), and (b) you, your Family Member or Significant Other work in a position that is responsible for or can influence the Government s decision involving Anixter. See Anixter s Global Travel and Entertainment Policy for guidance on the rules and approvals that are needed prior to giving or receiving gifts and entertainment. See Anixter s Global Anti-Bribery Policy for guidance on preventing and detecting bribery. When dealing with U.S. or foreign government customers, see Anixter s Global U.S. Government Contracts Policy and Anixter s Global Anti-Bribery Policy. Page 4 of 6
Potential Conflict Anixter s customers or vendors would be a conflict of interest. Disclosure and Approvals Needed It is not possible to list every example of a conflict of interest situation. Remember, if you are considering a particular activity that is not listed above and the activity could benefit your Family Member, Significant Other or you, or be perceived by others as benefiting your Family Member, Significant Other or you, at the expense of Anixter, you must avoid the activity altogether or first seek permission from the Ethics & Compliance Office to engage in such activity. If you are not sure whether a particular situation could create a conflict of interest, please contact the Ethics & Compliance office via a COI Disclosure Form as set forth below, or a Regional Compliance Officer. If the activity is already taking place, disclosure is still required per this COI Policy. So, for example, if your Family Member or Significant Other is already in the same reporting chain (direct or indirect), you must immediately disclose this relationship to your manager and notify the Ethics & Compliance Office so that Anixter can take steps to manage the potential conflict of interest and perception of favoritism. If a relationship creates a conflict of interest, it may require changes to work arrangements or termination of employment of either or both individuals involved. Finally, it is important to understand that as circumstances change, a situation may present a conflict of interest that did not previously exist. When in doubt, you must disclose any facts that could be perceived as a conflict of interest and receive prior approval to engage in the activity creating the conflict. Please note that the Ethics & Compliance Office will only share the information set forth in the COI Disclosure Forms with those individuals who have a need to know the information in the form. 4. COI Disclosure Process To disclose a potential conflict of interest to the Ethics & Compliance Office, submit the COI Disclosure Form found on the EthicsPoint website. To access EthicsPoint, go www.anixter.ethicspoint.com. EthicsPoint can be accessed from any computer with internet access. The Ethics & Compliance Office will review each COI Disclosure Form to make a determination as to whether the parties involved should be allowed to engage in the activity in question. Unless the Ethics & Compliance Office formally approves the disclosed activity in writing, the activity is prohibited. 5. Annual Certification On an annual basis, Anixter employees are asked to confirm their knowledge of this COI Policy and disclose any applicable business or personal relationships, together with other activities which may constitute a conflict of interest even if such conflict of interest was previously reported in a prior questionnaire or to management. 6. Penalties and Disciplinary Action Page 5 of 6
Anixter will take appropriate corrective action, which may include training, reassignment of responsibilities, suspension without pay or termination, against employees who fail to comply with this COI Policy. 7. Retaliation Anixter encourages openness and will not retaliate against anyone who raises genuine concerns under this COI policy in good faith, even if the concerns turn out to be mistaken. If you believe that you have suffered any detrimental treatment connected with raising a concern, whether disciplinary action, threats or other unfavorable treatment, you should inform your manager, Regional or Chief Compliance Officer or the confidential Business Integrity Line at www.anixter.ethicspoint.com. Page 6 of 6