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Proprietary information of Ingram Micro Inc. — Do not distribute or duplicate without Ingram Micro's express written permission.© Ingram Micro Inc.1
2015
Ingram Micro Code of Conduct
1405002 rev 6.27.14
Proprietary information of Ingram Micro Inc. — Do not distribute or duplicate without Ingram Micro's express written permission.2
Objectives
The purpose of this training is to familiarizeassociates with the Ingram Micro Code of Conductand more broadly help them understand and makeethical decisions in their day-to-day activitiesthrough:
– 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
1405002 rev 6.27.14
Proprietary information of Ingram Micro Inc. — Do not distribute or duplicate without Ingram Micro's express written permission.3
The Code of Conduct, Cornerstone of the Compliance Program
We all come from various background, countries andcultures. Our Code of Conduct helps us understand theprinciples guiding our decisions at Ingram Micro
The Code takes out the guess work and documents theCompany culture, creating unity across the organizationaround our values of Innovation, Accountability, Integrity,Teamwork & Respect, Learning and Social Responsibility
“While we have spent years building Ingram Micro’s reputation around ourcore values, especially integrity, it takes only moments to ruin it. Let’s alldo our part to embrace our Code of Conduct, and live and work by theethical standards that are its foundation.” Alain Monié, Chief Executive Officer
“The Board expects each one of you to familiarize yourself with the Codeand adhere to it in your activities at Ingram Micro” Dale Laurance,
Chairman of the Board
1405002 rev 6.27.14
Proprietary information of Ingram Micro Inc. — Do not distribute or duplicate without Ingram Micro's express written permission.4
The Code of Conduct, Cornerstone of the Compliance Program (Cont.)
Facts:
− Our business is difficult and we sometimes compete against people ororganizations who do not share our values
− Real-life situations are often far from being clear cut breaches of ethicsand this makes them difficult to resolve
− The pace of our times is faster than fast with technologies that force usto make decision on the spot and under pressure
But remember:
− 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 eventuallygenerate 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 andcalling for help when needed but don’t feel compelled to make an on-the-spot decisionwithout understanding its possible consequences
1405002 rev 6.27.14
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Facing an Ethical Issue? Resolve by following a structured approach:
1. Collect all the facts necessary to make a useful analysis. Don’trely 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 applicablepolicy?
• Is it compatible with Ingram Micro’s values?
• Would I feel comfortable explaining my decision to enforcementauthorities should it be investigated?
3. Identify the Ingram Micro associates who could help making theright decision
• Remember, the more complex the issue, the higher need to involve otherstakeholders to make the right choice. So, don’t be shy, leverage availableresources!
• Share all information, don’t be selective, evaluate your alternatives
1405002 rev 6.27.14
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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
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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
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
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 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
1405002 rev 6.27.14
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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
1405002 rev 6.27.14
Proprietary information of Ingram Micro Inc. — Do not distribute or duplicate without Ingram Micro's express written permission.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
1405002 rev 6.27.14
Proprietary information of Ingram Micro Inc. — Do not distribute or duplicate without Ingram Micro's express written permission.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
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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
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Proprietary information of Ingram Micro Inc. — Do not distribute or duplicate without Ingram Micro's express written permission.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
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