Corporate Governance - Conduct

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Highlights | Management | Board of Directors | Committee Composition | Guidelines | Conduct  
Download Corporate Governance DocumentationCode of Conduct
As of: 
November 2017

CODE OF BUSINESS CONDUCT & ETHICS

Revised: 2017.11.08

Table of Contents

  1. INTRODUCTION

  1. Purpose

  2. Individual and Management Responsibility

  3. Compliance Reporting System

  4. General Compliance Reporting

  5. Specific Compliance Reporting

  6. Prohibition Against Retaliation

  7. Waivers

  1. SUMMARY DESCRIPTION OF COMPLIANCE AREAS

  1. Accounting

  2. Antitrust

  3. Bribery and Corruption

  4. Compliance with Laws

  5. Conflicts of Interest

  6. Corporate Opportunities

  7. Discrimination

  8. Sexual and Other Harassment

  9. Drugs

  10. Employee Privacy

  11. Environmental Actions

  12. Export Control Laws

  13. Fair Dealing

  14. Financial Disclosures

  15. Gifts, Loans and Entertainment

  16. Inside and Confidential Information

  17. Insider Trading

  18. Political Activity

  19. Protection and Proper Use of Company Assets

  20. Records Management and Protection

  21. Taxes

  22. Workplace Safety

  23. Money Laundering

  1. CONCLUSION


  1. INTRODUCTION

  1. Purpose

    It is a basic precept of ACCO Brands Corporation, including its affiliates, (collectively, the “Company”) that all employees, officers and directors as well as third-party agents of the Company acting on the Company’s behalf (collectively, the “Covered Parties”) shall observe the very highest standards of ethics in the conduct of the Company’s business, so that even the mere appearance of impropriety is avoided, and shall conduct themselves with the highest regard for the dignity of others. This standard benefits the Company, its stockholders, its employees and the communities in which it operates.

  2. Individual and Management Responsibility

    All Covered Parties are personally responsible for acting within the letter and spirit of the law and to uphold this Code of Business Conduct and Ethics (“Code”). Managers are responsible for ensuring that this Code is understood and enforced within their departments. Senior executives, in particular, are expected to set the proper “tone at the top” by proactively communicating their commitment to ethical conduct and legal compliance, by serving as role models in their words and actions and by ensuring that the members of their business and functional units understand the value that the Company places on ethical conduct and integrity.

  3. Compliance Reporting System

    Inevitably, this Code addresses certain questions for which there are no easy answers. There will be times when you may be unsure about how this Code applies. In such cases, or simply to voice concerns or to ask questions, you should feel free and are encouraged to contact:

In most cases, your manager will be the best person to resolve questions or concerns. If you feel uncomfortable addressing your concerns with your manager, or if your concerns relate to your manager, you can always use any of the other resources listed above.

MySafeWorkplace:

  • The company has installed “MySafeWorkplace” a company-wide telephone and internet-based reporting system that is available for you to report suspected misconduct.

  • This system can be accessed on a 24-hour basis and offers a way for you to share your concerns anonymously, where permitted by law.

  • Some countries limit the topics that can be reported on MySafeWorkplace; if you do not see the relevant topic listed on MySafeWorkplace, you should raise your concerns using one of the other resources listed above.

Reports of potential misconduct help us meet the high standards we set for one another. We consider all reports and review and investigate as appropriate and in line with local laws. Although reports will be kept confidential to the extent possible, the protections of confidentiality do not extend to anyone found to have violated our Code or the law.

  1. General Compliance Reporting

    Covered Parties should understand this Code is drafted broadly. In that respect, it is the Company’s intent to exceed the minimum compliance requirements of the law and industry practice. The Company intends to enforce the provisions of this Code vigorously. A violation of this Code or concealing such a violation could lead to disciplinary actions, including dismissal for cause, as well as, in some cases, civil and criminal liability.

    The Company encourages the active involvement of the Covered Parties in the detection and prevention of misconduct and encourages the reporting of such activity through the Compliance Reporting System set forth in Section I(C) above, to the Company’s Legal or Human Resources Department, or to the individual employee’s manager within the Company (if applicable).

  2. Specific Compliance Reporting

    In addition to generally encouraging reporting of misconduct as set forth in Section I(D) above, the Company has specific policies with respect to reporting certain types of misconduct as follows:

  • FRAUD OR OTHER VIOLATIONS OF THE LAW - The Company strongly encourages any Covered Party who discovers or suspects fraudulent or unethical activity or other incidents of violations of law or this Code to immediately report the incident(s) through the Compliance Reporting System set forth in Section I(C) above, or by contacting either the Company’s General Counsel or its Vice President of Audit Services.

  • ACCOUNTING COMPLAINTS (See Section II(A) for more information) - If any employee, officer or director of the Company has concerns or complaints regarding questionable accounting or auditing matters of the Company, they must immediately report those concerns or complaints through the Compliance Reporting System set forth in Section I(C) above, or by contacting the Company’s General Counsel or Vice President of Audit Services. Alternatively, submissions may be directed to the attention of the Audit Committee, or any director who is a member of the Audit Committee, at the principal executive offices of the Company, Four Corporate Drive, Lake Zurich, Illinois 60047-8997.

  • CORRUPTION (See Section II(C) for more information) – Any Covered Party who becomes aware of any bribery and/or corruption that is being or has been undertaken in connection with the Company’s business must immediately report the incident(s) either through the Compliance Reporting System set forth in Section I(C) above, or to either the Company’s Legal or Human Resources Department, or his/her manager within the Company (if applicable).

  • CONFLICTS OF INTEREST (See Section II(E) for more information) - Any employee, officer or director who becomes aware of a conflict of interest or potential conflict must immediately report the concern either through the Compliance Reporting System set forth in Section I(C) above, or to either the Company’s Legal or Human Resources Department, or his/her manager within the Company.

  • SEXUAL OR OTHER HARASSMENT CLAIMS (See Section II(H) for more information) - Any employee with supervisory duties who becomes aware of any report/claim of sexual or other workplace harassment must immediately notify his/her local Human Resources representative or the Company’s General Counsel. Similarly, any employee, officer or director who believes he or she is being sexually harassed should immediately notify the Company’s Legal Department, Human Resources Department or his or her manager. Such complaints will be actively investigated, and reasonable efforts will be made to keep such complaints and investigations confidential.

The identification of these channels for reporting possible improprieties is not intended to be exclusive of other internal reporting options in appropriate circumstances, including, for example, the Chairman of the Audit Committee of the Board of Directors.

None of the foregoing provisions, nor any other provision of this Code, prohibits or restricts an employee from initiating communications directly with, or responding to any inquiry from, or providing testimony before, any self-regulatory organization or governmental regulatory authority, or requires an employee to contact the Company before engaging in such communications.

  1. Prohibition Against Retaliation

    Retaliation of any kind will not be tolerated against any officer, employee or other person for: (i) acting in accordance with applicable laws or Company policy; (ii) reporting in good faith an issue or concern or filing a complaint alleging a suspected violation of law or Company policy; or (iii) assisting in an internal or governmental investigation or proceeding relating to conduct reasonably believed to be a violation of law or Company policy. Retaliation is any form of adverse treatment or retribution against a person because he or she acted in accordance with law or Company policy, in good faith reported an allegation of suspected wrongdoing or participated in an internal or governmental investigation or dealing with any such matter. Such retaliation could lead to disciplinary actions, including dismissal for cause. Notwithstanding, persons who have participated in or contributed to the violation may still be subject to disciplinary action although the Company may consider voluntary self-disclosure as a mitigating factor.

  2. Waivers

Any waiver of compliance with this Code for executive officers or directors of ACCO Brands Corporation may be made only by the Company’s Board of Directors or the Corporate Governance and Nominating Committee and must be promptly disclosed to ACCO Brands Corporation’s stockholders. Any waiver for other ACCO Brands Corporation employees or third party agents of the Company acting on the Company’s behalf must be approved by the Company’s General Counsel.

  1. SUMMARY DESCRIPTIONS OF COMPLIANCE AREAS

Summary descriptions of compliance areas that most often may affect your daily activities and those of the Company are set forth below. Compliance with all applicable laws, regulations, orders and standards is expected of you, and the inclusion or exclusion of certain compliance areas from, or the order of, the following summary descriptions should not be viewed as any indication of the importance the Company places on compliance in any particular area.

Further, the Company has established and maintains various specific practices, policies and procedures, which collectively comprise a corporate compliance program, intended to promote the ethical and lawful behavior of all employees, officers and directors as well as, in some cases, third-party agents of the Company, and to prevent and detect unethical or fraudulent conduct. These specific practices, policies and procedures have been effective, and neither this Code generally nor the summaries that follow is intended to modify their substantive content in any respect. This Code simply summarizes these long-standing practices, policies and procedures in a single format.

  1. Accounting

    The Company's policy is to comply with all financial reporting and accounting regulations applicable to the Company and to record and report Company information honestly, accurately and objectively, including both financial and non-financial information. See Section I(E) for specific guidance on reporting accounting concerns.

  2. Antitrust

    The Company is subject to complex antitrust laws designed to preserve competition among enterprises and to protect consumers from unfair business arrangements and practices. Many situations create the potential for unlawful anti-competitive conduct and should be avoided. These include, for example:

  1. COMMUNICATIONS WITH COMPETITORS. Company employees may not discuss with competitors any Company pricing, plans, or other competitive marketing information, including relationships with our vendors. Additionally, Company employees may not make any agreements, directly or indirectly, with a competitor regarding price, terms, conditions of sale, boycotts, or market allocation.

  1. COMMUNICATIONS WITH DISTRIBUTORS AND OTHER CUSTOMERS. The Company encourages regular communication with its distributors and other customers; indeed, such communication is a necessity. However, Company employees may not make any agreements, directly or indirectly, with any distributors or other customers on the retail price of a Company product. While the Company may suggest retail pricing, the actual pricing on our merchandise is solely the decision of the distributor or customer.

  2. PRICE DISCRIMINATION - Charging competing customers different prices can be illegal in some jurisdictions under certain circumstances. If you have the authority to set prices, check with the Legal Department to make sure you know the legal requirements.

  3. MARKET POWER - Activities that are legal for many companies may be illegal for businesses with a large market share. For example, in many countries it is illegal to use certain pricing or contracting strategies to maintain a monopoly or dominant market position. If you believe your business has a large market share, you must consult with the Legal Department to understand how the law may apply to you.

Antitrust violations can result in substantial criminal fines, imprisonment, and civil penalties. Further, such violations can subject the Company to costly private lawsuits and irreparably damage the Company’s reputation. If you have any questions about potential antitrust implications, consult the Legal Department.

  1. Bribery and Corruption

    The Company takes a zero-tolerance approach to all forms of bribery and corruption, including both commercial bribery and bribery of government officials. All Covered Parties are expected to conduct business at all times in an honest and ethical manner, in full compliance with all anti-bribery and corruption laws and regulations, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act as well as all applicable laws where the Company operates.

    It is a violation of this Code, the Company’s Anti-Corruption Policy, and, in certain cases, the Company’s Supplier Security Code of Conduct, to: (i) offer, promise, pay, approve, request, receive or agree to receive, directly or indirectly, any kickback or bribe, including money or its equivalent, gifts, favors, donations, personal services, travel or accommodation, samples for personal use, or anything of value, to or from any person or entity, or from their agents or representatives, for the purposes of obtaining or retaining Company business or for any improper Company business purpose; or to (ii) fail to accurately maintain Company books and records or follow internal Company accounting or other internal controls.

    The Company further prohibits any activity that creates the appearance of improper conduct or could create an impression of bribery or corrupt business practices.

    See Section I(E) for specific guidance on reporting bribery or corruption concerns.

  2. Compliance with Laws

    All Covered Parties should respect and comply with all applicable laws, rules and regulations of the federal government and its agencies, and of the states, counties, cities, other jurisdictions and foreign countries in which the Company does business.

  3. Conflicts of Interest

    All Covered Parties should avoid situations which would create a conflict between personal interests and the Company's businesses. A "conflict of interest" exists whenever an individual's private interests interfere or conflict in any way (or even appear to interfere or conflict) with the interests of the Company. A conflict situation can arise when a Covered Party takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest may also arise when Covered Party, or members of his or her family, receives improper personal benefits as a result of his or her position in or relationship with the Company. For example, loans to, or guarantees of obligations of, employees, officers and directors and their respective family members may create conflicts of interest.

    Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Board of Directors or committees of the Board. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management or the Legal Department. See Section I(E) for specific guidance on reporting conflicts of interest concerns.

  4. Corporate Opportunities

    All employees, officers and directors of the Company are prohibited from (a) taking for themselves personal opportunities that are discovered through the use of Company property, information or position; (b) using Company property, information or position for personal gain; and (c) competing with the Company. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

  5. Discrimination

    The Company expects and demands that Covered Parties conduct themselves with the highest regard for the dignity of others. All personnel decisions, including those with respect to the recruitment, hiring, training, promotion, pay practices, disciplinary actions and terminations for all positions, must be made without regard to race, color, religion, sex, sexual orientation, national origin, age or any other legally protected classifications, and with affirmative consideration for individuals with disabilities, disabled veterans, other protected veterans, recently separated veterans (three years) and Armed Forces Service Medal veterans.

  6. Sexual and Other Workplace Harassment

    The Company requires that Covered Parties conduct themselves with the highest regard for the dignity of others. The Company strictly prohibits sexual and other workplace harassment based on any legally protected classification. With respect to sexual harassment, the Company will not tolerate any employee, officer or director who harasses, intimidates or offends others with unwelcome sexual advances, requests for sexual favors or any other verbal or physical conduct of a similar nature. See Section I(E) for specific guidance on reporting sexual and other workplace harassment concerns, including obligatory reporting instructions for any employee with supervisory duties.

  7. Drugs

    The Company prohibits the possession or use of illegal drugs on or around its premises. Violation of this policy, or the personal use of drugs, including abuse of prescription drugs, in a manner that has an adverse impact on work performance, is grounds for dismissal.

  8. Employee Privacy

The Company is committed to protecting employee privacy by maintaining the confidentiality of employee personal data in accordance with applicable local law. Access to personnel records is restricted to Company employees and agents who have appropriate authorization and a business need for that information. Confidential employee data should never be disclosed to anyone outside the Company without proper authorization.

  1. Environmental Actions

    Covered Parties are responsible for adhering to the Company's policy to protect and prevent harm to the public health and welfare and the environment through strict compliance with all relevant laws and regulations. All employees, officers and directors are expected to perform their job function in a manner consistent with this policy. Federal, state and local environmental protection laws govern nearly every aspect of business operations, especially those causing emissions of materials into air, land or water. All necessary action must be taken to comply with these laws. In addition, all Covered Parties are urged to do their part in protecting the environment by conserving resources, recycling and reusing materials.

  2. Export Control Laws

    The Company expects and demands that its employees, officers and directors comply with all applicable national and multinational export and import control laws. Under certain circumstances, "trading with the enemy" laws prohibit U.S. companies and their subsidiaries, including those located outside the United States, from dealing directly or indirectly with particular countries or businesses located in those countries. A list of such countries is available from the Legal Department. Further, the Company may not participate in or support economic boycotts of countries that are not sanctioned by the U.S. government. Employees, officers and directors should inform the Legal Department if the Company receives requests to participate in or support any economic boycott of a country not sanctioned by the U.S. government.

  3. Fair Dealing

    All employees, officers and directors should endeavor to deal fairly with the Company's customers, suppliers, competitors and employees. No employee, officer or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.

  4. Financial Disclosures

    The Company requires that its officers, including financial officers, provide full, fair, accurate, timely and understandable disclosure in reports and documents that ACCO Brands Corporation files with, or submits to, the Securities and Exchange Commission (the "SEC") and in press releases and other investor communications made by the Company. For those reports that must be certified under SEC rules, the validity of such reports must be attested to in formal certificates signed by the Chief Financial Officer and the Chief Executive Officer. Accounting and administrative controls are to be designed and followed to assure financial and other reports are accurately and reliably prepared, and that these reports disclose material information fully and fairly. Quarterly evaluations of the Company's disclosure procedures and controls must also be performed. No employee, officer, director or other person acting on behalf of the Company may take any action to circumvent the Company's system of controls.

  5. Gifts, Loans and Entertainment

    The Company requires all employees, officers and directors to avoid any involvement or situation that could interfere, or even appear to interfere, with the impartial discharge of one's duties. The following rules are illustrative only.

  1. Neither you nor any member of your immediate family should receive a loan from any customer, competitor, or supplier of the Company or any director, officer or employee thereof.
  1. Neither you nor any member of your immediate family should accept non-cash gifts of more than nominal value from any customer, competitor, or supplier of the Company or any director, officer or employee thereof. Offering or accepting cash or cash equivalents in any amount is never appropriate.
  1. Neither you nor any member of your immediate family should accept entertainment from any customer, competitor, or supplier of the Company or any director, officer or employee thereof, that exceeds in scope and cost the common courtesies generally and normally acceptable as appropriate to ethical business practices.
  1. Inside and Confidential Information

    Except as otherwise approved by the Company in advance or when disclosure is legally required, employees, officers and directors of the Company must not publish or otherwise disclose, nor use for personal gain or the gain of third parties, either during or subsequent to employment, any inside or confidential information about the Company, its personnel or the entities with which it does business. Confidential information of the Company includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. The purpose of this provision is to protect to the maximum extent permitted by law the Company’s legitimate business interests. This provision does not prohibit or restrict an employee from initiating communications directly with, or responding to any inquiry from, or providing testimony before, any self-regulatory organization or state or federal regulatory authority, or require an employee to contact the Company before engaging in such communications.

  2. Insider Trading

    In the performance of one's duties, employees, officers and directors may acquire inside or non-public information about the Company, its operating companies, or about other companies with which there may be pending or proposed business or transactions. Provisions of the U.S. and state securities laws and regulations prohibit persons having material non-public information from purchasing, selling or otherwise trading in the securities of, or in any manner disclosing such information concerning, the Company or other companies until after the information has been published to the general public. These laws prohibit selling securities while in possession of unfavorable non-public information to avoid losses, as well as purchasing securities while possessing favorable non-public information to obtain profits. A violation of this prohibition can subject the employee, officer or director to criminal fines and imprisonment and to civil penalties of up to four times the unlawful profits gained or losses avoided. It is recommended that all employees, officers, and directors consult the Legal Department if there is any doubt as to the applicability of the foregoing standards to any transaction involving the securities of the Company or of any corporation or entity having a business relationship with the Company.

    Employees, officers and directors should not discuss important business developments involving the Company, any subsidiary or any other relevant entity, in even the most casual manner, with family, friends or outsiders, or even other employees who do not need to have such information prior to full public disclosure. Giving a "tip" to someone else based on inside information is illegal. Both the insider and the person "tipped" may be subject to significant criminal and civil penalties if securities are traded based on a disclosure of inside information.

    All employees are expected to become familiar with, and comply with, the Company’s Insider Trading Policy, the latest version of which can be found on the Company’s intranet site MyAccoBrands.com.

    This provision does not prohibit or restrict an employee from initiating communications directly with, or responding to any inquiry from, or providing testimony before, any self-regulatory organization or state or federal regulatory authority, or require an employee to contact the Company before engaging in such communications.

  3. Political Activity

    Political activities should not interfere with work and should not be done in a context that identifies the employee, officer or director with the Company. The Company will not reimburse any employee, officer or director for any political contributions and prohibits making any gifts or payments, directly or indirectly, to any governmental official or political party with the objective of procuring or maintaining business or influencing governmental action favorable to the Company.

  4. Protection and Proper Use of Company Assets

    All employees, officers and directors should protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability. All Company assets should be used for legitimate business purposes.

  5. Records Management and Retention

Proper records management and retention are important to the Company’s business interests and legal obligations. All employees are expected to become familiar with, and comply with, the Company’s Record Retention Policy (“Retention Policy”), and to retain or dispose of records in accordance with the Company’s record retention schedule set forth within the Retention Policy. The latest Retention Policy can be found on the Company’s intranet site MyAccoBrands.com.

Employees are required to preserve and retain any records (paper or electronic) relating to an investigation or to an actual or threatened litigation. Such records must never be altered, concealed, or destroyed. If you have any questions, consult the Legal Department.

  1. Taxes

    The Company believes its obligation is to pay the amount of tax legally due in any territory, in accordance with rules set by governments. The Company aims for certainty on tax positions it adopts but where tax law is unclear or subject to interpretation, it endeavors to apply diligent professional care and judgment to arrive at well-reasoned and good-faith conclusions.

  2. Workplace Safety

    The Company strives to provide a safe, hospitable workplace for all of its employees. Employees are prohibited from jeopardizing the safety of other employees or compromising the security of Company property.

  3. Money Laundering

The Company will not be a party to any agreement or action, which violates the money laundering laws of the United States or of any country where we, our suppliers or our customers conduct business. Where questionable financial transactions involving the transfer of cash or cash equivalents are requested, prior review and approval by the Company’s Chief Financial Officer or General Counsel is required.

  1. CONCLUSION

Compliance with the law and the conduct of the Company's business in an ethical manner are in all of our interests. When in doubt as to the legality or propriety of any action, please contact your manager, the Legal Department or the Human Resources Department. Alternatively, you may report any activity that you think may violate this Code or to express any other compliance concerns via MySafeWorkplace as set forth above in Section I(C) above.


ACCO BRANDS

MySafeWorkplace International Toll-Free Dialing Instructions

Domestic calls (U.S., Canada, US Virgin Islands, Puerto Rico and Guam): Dial 800-461-9330

International calls: To call MySafeWorkplace from: [Country], dial the number from the table below.This is a toll-free number. There is no need to dial a “1” before this number.

Country

Carrier

Toll Free Number

Argentina

Telefonica

+800.1777.9999

Australia

Telstra

+800.1777.9999

Belgium

Comgen Brussels

+800.1777.9999

Brazil

Embrtl

+800.1777.9999

Canada

Qwest

1.800.461.9330

Chile

CTC Mundo and Entel

1230.020.3559

China

Telcom and Netcom

+800.1777.9999

Denmark

Telecom Denmark

+800.1777.9999

Finland

Sonera

+800.1777.9999

France (includes Andora, Corsica, and Monaco)

France Telecom

+800.1777.9999

Germany

Deutsche Bundespost Telekom

+800.1777.9999

Greece

OTE

00800.1809.202.5606

Hong Kong

CW

+800.1777.9999

Hungary

Hungarian Telecommunications

+800.1777.9999

India

VSNL

+800.100.3428

Indonesia

Persero Indosat

+803.015.203.5129

Ireland

Telecom Eireann

+800.1777.9999

Israel

Barak, Bezeq, and Gldn Lns

+800.1777.9999

Japan

KDD

+800.1777.9999

Korea, Republic of (South Korea)

Dacom

+800.1777.9999

Luxembourg

Luxembourg Postes et Telecom

+800.1777.9999

Macau

CTM

+800.1777.9999

Malaysia

Malaysia Telecom

+800.1777.9999

Mexico

Telmex

+866.376.0139

Netherlands

Telecom Netherlands

+800.1777.9999

New Zealand

Telecom Corp

+800.1777.9999

Norway

Telenor Nett

+800.1777.9999

Philippines

PLDT

+800.1777.9999

Poland

Polish Telcom

+800.111.3819

Portugal

CPRM

+800.1777.9999

Singapore

Singapore Telecom

+800.1777.9999

South Africa

Posts & Telecom

+800.1777.9999

Spain (includes Canary Islands)

Telefonica

+800.1777.9999

Sweden

Telia Telecom AB

+800.1777.9999

Switzerland (includes Lichtenstein)

Swisscom

+800.1777.9999

Taiwan

Chunghura Telecom

+800.1777.9999

Thailand

Comm Authority of Thailand

+800.1777.9999

United Kingdom

BT and CW

+800.1777.9999