january 9, 2016 copyright © 2010 wecomply, inc. all rights reserved. code of conduct note to...

April 21, 2023

Copyright © 2010 WeComply, Inc. All rights reserved.

Code of Conduct

Note to Trainer

April 21, 2023


Code of Conduct

Introduction

Ethics and Compliance Basics

Copyright © 2010 WeComply, Inc. All rights reserved. 3

We expect our employees —

• Not to misrepresent our position• To promptly correct anything that seems to be

misunderstood• To follow established accounting procedures that

ensure complete and accurate recording ofbusiness transactions

• To report suspicions of improper accounting orauditing practices to a supervisor, audit-committee member or Legal Department

There will be no retaliation against employees who report questionable accounting or auditing matters

Honesty and Fairness



In the news…



Respect for diversity is a fundamental part of —

• Maintaining a respectful and productive work environment

• Serving a diverse customer base

We hire and promote people based on qualifications,performance and abilities

• All employees and applicants have equal opportunitiesfor success

Discriminating against or harassing a co-worker may be against federal and/or state law

Diversity and Respect



Conflict of interest: A situation in which personal or private interest interferes with your ability to do your job fairly and ethically

Don't compete with our organization, and never let business dealings be influenced by personal or family interests

Conflict-of-interest settings:

• Receiving gifts or favors from a customer orsupplier

• Participating in activities that compete withour organization

•Allowing family or personal relationships to influence judgment

•Giving or offering gifts or favors to government employees

Conflicts of Interest



Conflicts of Interest (cont’d)










We have confidential and valuable information that qualifies as trade secrets

Federal and state laws require that we meet strict confidentiality standards for certain types of information we handle

Our policies require —

• Storing paper documents securely• Not leaving computer unattended with

confidential information on screen• Using strong password for network access

and not sharing it with others• Safeguarding mobile devices that contain sensitive personal data

Information Security



Information Security (cont’d)

We have confidential and valuable information that qualifies as trade secrets

Federal and state laws require that we meet strict confidentiality standards for certain types of information we handle

Our policies require —

• Storing paper documents securely• Not leaving computer unattended with

confidential information on screen• Using strong password for network access

and not sharing it with others• Safeguarding mobile devices that contain sensitive personal data



In the news…



Our business records are among our most important and valuable assets

Business records include essentially everything you produce,regardless of format

We are required by law to maintain certain types ofbusiness records

We have established policies and guidelines regarding —

• What records to keep and for how long

• What records to dispose of and how to dispose ofthem

If you have record-management questions, ask your supervisor

Business Records



Pop Quiz!Mike learns that the company is involved in a major lawsuit that affects another office in a different state. What does he need to do with regard to the company's record-retention policy?

A. Nothing, because the lawsuit involves another office.

B. Nothing, except follow the existing record-retention guidelines.

C. Consult with the Legal Department before following existing record-retention guidelines.



We provide secure network, e-mail, Internet access, instant-messaging and voicemail for use in conducting our business

Communications and information on these systems are our organization's records

We may monitor these systems without permissionfrom employees

Employees should not have an expectation of privacyin anything they do on our e-communication systems

Improper use of our e-communication systems can lead to discipline — and possibly termination — of employee(s) involved

Electronic Communications



In the news…



Maintaining safe and sustainable environment is vital to our health and well-being

We strive to provide safe working environment and to meet or exceed standards governing workplace safety, health andenvironment

You should be familiar with ouremergency-preparedness plans and assist inimplementing emergency response

If asked to do something harmful to health or environment, do not comply and report it immediately

Health, Safety and the Environment



Drug and alcohol abuse in the workplace has significant negative effects

Drug and alcohol abuse reduces productivity and is detrimental to workplace atmosphere

We are committed to providing safe and drug-freeenvironment

We require employees to be free of illegal drugs oralcohol in the workplace

Employees may not drink alcoholic beverages during work hours, except at business meals or when served at events that we sponsor

If you suspect that a co-worker has a substance-abuse problem, report the matter to your supervisor or Human Resources

Alcohol and Drug Abuse



Drug and alcohol abuse in the workplace has significant negative effects

Drug and alcohol abuse reduces productivity and is detrimental to workplace atmosphere

We are committed to providing safe and drug-freeenvironment

We require employees to be free of illegal drugs oralcohol in the workplace

Employees may not drink alcoholic beverages during work hours, except at business meals or when served at events that we sponsor

If you suspect that a co-worker has a substance-abuse problem, report the matter to your supervisor or Human Resources

Alcohol and Drug Abuse (cont’d)



In the news…



We are committed to an environment free from violence, threats, harassment, intimidation and other disruptive behavior

All reports of workplace-violence incidents will betaken seriously

Individuals who commit violent acts may be subject todisciplinary action and/or criminal penalties

Don't ignore violent, threatening, harassing orintimidating behavior

If you observe or experience such behavior, report it immediately to a supervisor

Threats or assaults requiring immediate attention should be reported to 911

Workplace Violence



Pop Quiz!For the past week, you've watched tensions mount between two co-workers who have very different political views. This morning, they almost came to blows. Which of the following prevention techniques should you avoid using?

A. Report the two co-workers to your supervisor.

B. Make sure you have the right emergency phone numbers handy.

C. Step between the two co-workers the next time they start arguing and order them to stop.



Right to make political contributions and lobby is heavily regulated

Rules regarding political activity:

• You have right to vote and be politically active on yourown behalf, on your own time and using your ownresources

• Only designated representatives may speak on ourbehalf about politics and related matters

• Never use our funds or resources for political activities

• Never feel pressured to make political contribution or to vote in a certain way by anyone working for us or on our behalf

Political Activity



Insider Trading

Laws against insider trading prohibit the purchase or sale of publicly traded securities based on material, nonpublic information

Insider trading has serious consequences.

Information is "material" if typical investor wouldconsider it important, e.g. —

• Financial performance

• Mergers or acquisitions

• New products or product lines

• Lawsuits or government investigations

Laws also prohibit tipping — i.e., communicating inside information to someone who uses it to buy or sell stock



Laws against insider trading prohibit the purchase or sale of publicly traded securities based on material, nonpublic information

Insider trading has serious consequences.

Information is "material" if typical investor wouldconsider it important, e.g. —

• Financial performance

• Mergers or acquisitions

• New products or product lines

• Lawsuits or government investigations

Laws also prohibit tipping — i.e., communicating inside information to someone who uses it to buy or sell stock

Insider Trading (cont’d)



Pop Quiz!

Maria hears about a great new product that her company, XYZ Inc., will be announcing next week. She should —

A. Tell her sister-in-law about the product and have her load up on XYZ stock right away.

B. Tell her sister-in-law about the product but have her wait to buy stock until the product is announced.

C. Wait to tell her sister-in-law until the product is announced.



We may provide "inside" information to others, as long as we do so fairly

We may not selectively disclose information to thosewho might take unfair advantage of it

Regulation FD requires that when we disclose material, nonpublic information to securities marketprofessionals, we must disclose information publiclyat the same time

Selective disclosure is similar to "tipping" a friend or relative

Where selective disclosure occurs unintentionally, we must promptly make public disclosure of the information

Fair Disclosure



Antitrust laws are intended to promote competition for benefit of consumers

Laws target various anti-competitive practices:

• Agreements between competitors

• Agreements between manufacturers and distributors

• Agreements between suppliers and customers

• Predatory practices by companies with monopoly power in their markets

Anti-Competitive Conduct



In the news…



Employees may not give anything to a customer or supplier as inducement to obtain business or favorable treatment

Employees may not give anything to public officials to have law or regulation enacted or defeated, or for award ofbusiness

Employees may not accept anything in return forfavorable treatment from customers or suppliers

Foreign Corrupt Practices Act (FCPA) makes it illegal to give anything of value to a foreign official to obtain or retain business

Violations of the FCPA can lead to substantial civil and criminal liability

Bribery and Kickbacks



Employees may not give anything to a customer or supplier as inducement to obtain business or favorable treatment

Employees may not give anything to public officials to have law or regulation enacted or defeated, or for award ofbusiness

Employees may not accept anything in return forfavorable treatment from customers or suppliers

Foreign Corrupt Practices Act (FCPA) makes it illegal to give anything of value to a foreign official to obtain or retain business

Violations of the FCPA can lead to substantial civil and criminal liability

Bribery and Kickbacks (cont’d)



Pop Quiz!Knowing that a high-ranking foreign-government official will soon be awarding a new contract on which XYZ Inc. is bidding, an XYZ sales manager contacts the official's son and offers to help him get admitted to a U.S. university. Does this raise any legal issues?

A. No, because the offer was made to the official's son — not to the official herself.

B. Maybe, if the son accepts the offer.

C. Yes, if the son's admission would have been of value to the official.



Acting dishonestly or unethically will not work to your or our advantage

• You will have to live with consequences

• You will be working in unethical environment thatyou helped create

You have a zone of control

• When you act ethically within this zone, your environment is one of integrity

• You are less affected by any unethical people around you because you are not engaged in their activities

• We will take all reports of unethical conduct seriously and do all we can to contribute to an ethical business environment

Working with Integrity



All employees are responsible for understanding and following policies, procedures and applicable laws

Violations may lead to disciplinary action, up to andincluding termination of employment

Employees are required to report violations that theyobserve or learn of

Employees who have knowledge of wrongdoing but fail to report it may be subject to disciplinary action

We will treat the information reported confidentially to the extent possible

We will not retaliate against an employee who makes a good-faith report of a suspected violation or irregularity

Reporting Violations



Pop Quiz!

Kai feels uncomfortable working with Gillian, a new co-worker. Gillian has made it clear to Kai that she intends to "bend" some rules in order to get ahead and has already done a few things that are clearly out of bounds. What should Kai do?

A. Report Gillian.

B. Let Gillian know that her plan is out of bounds.

C. Avoid Gillian and let her discover the folly of her own actions.



Final Quiz

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April 21, 2023


Questions?

April 21, 2023


Thank you for participating!

This course and the related materials were developed by WeComply, Inc. and the Association of Corporate Counsel.

january 9, 2016 copyright © 2010 wecomply, inc. all rights reserved. code of conduct note to...

Documents

compliance basicscopyright

personal relationships

business dealings

government employees

organizationallowing

family interests conflict

questionable accounting

diverse customer base