Ingram Micro Code of Conduct - EthicsPoint

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

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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

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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

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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

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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

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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

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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

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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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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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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: [email protected]

– General Counsel: [email protected]

mailto:[email protected]

mailto:[email protected]

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

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Ingram Micro Code of Conduct - EthicsPoint