Corporate Governance - Conduct
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|Highlights | Management | Board of Directors | Committee Composition | Guidelines | Conduct|
|Code of Conduct|
As of: April 2012
It is a basic precept of ACCO Brands Corporation (the "Company") that all employees, officers and directors 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.
The Company has established and maintains various 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 of the Company and to prevent and detect unethical or fraudulent conduct. These practices, policies and procedures have been effective, and this Code of Business Conduct and Ethics ("Code") is not intended to modify their substantive content in any respect. This Code summarizes these long-standing practices, policies and procedures in a single format.
II. Individual and Management Responsibility
All employees, officers and directors of the Company are personally responsible to act within the letter and spirit of the law and to uphold the Code. Managers are responsible for ensuring that the Code is understood and enforced within their departments.
III. Compliance Hotline
Inevitably, the Code addresses questions that escape easy definition. There will be times when you may be unsure about how the Code applies. In such cases, or simply to voice concerns or to ask questions, you should feel free and are encouraged to contact the Legal Department, the Human Resources Department or your manager. The Legal Department will interpret substantive areas of the law as they apply to this Code and compliance matters.
A telephone hotline is available to report activity or to express any compliance concerns. The telephone numbers are listed in a table following the "Conclusion" section of this policy statement. These numbers can be used by Company employees to report potentially unethical activity, including, but not exclusively related to, concerns regarding questionable accounting, auditing or fraud-related matters affecting the company. All of these numbers can be accessed on a 24-hour basis. This telephone hotline reporting service is provided by an independent company, EthicsPoint, Inc., in order to protect the anonymity of any caller, if requested. Additionally, incidents can be reported to the Company via the internet at www.ethicspoint.com
Calls to the hotlines will be kept confidential to the extent possible, and only those who need to be informed to address the concerns raised will be advised of the call. However, confidentiality will not protect anyone who is discovered to have participated in or contributed to a violation, and, in certain events, federal, state or local laws may require disclosure of a caller's identity. Calls may also be made on an anonymous basis, bearing in mind, however, that calls on such basis may limit the ability of relevant Legal Department and Human Resources Department personnel to deal with the concerns raised.
IV. Compliance and Reporting
The Company encourages the active involvement of its employees, officers and directors in the detection and prevention of misconduct and encourages the reporting of such activity to the Legal Department, the Human Resources Department or your manager. The Company will not allow retaliation against employees for reports made in good faith; however persons who have participated in or contributed to the violation may still be subject to disciplinary action. The identification of these channels for reporting possible improprieties is not intended to be exclusive of other reporting options in appropriate circumstances, including, for example, the Chairman of the Audit Committee of the Board of Directors.
Any employee who discovers or suspects fraudulent activity or other incidents of violations of this Code can call the Company's ethics hotline (The telephone numbers are listed in a table following the "Conclusion" section of this policy statement.) to report anonymously or via the internet at ethicspoint.com, or contact the Company's Chief Legal Counsel at (847) 484-3116 or Vice President of Audit Services at (847) 484-3207. The reporting individual should not contact the suspected individual in an effort to determine facts or demand restitution and the reporting individual should not discuss the case, facts, suspicions, or allegations with anyone unless specifically asked to do so by the Legal Department. All identified cases of fraud must be reported to either the Company's Chief Legal Counsel or the Vice President of Audit Services.
V. Disciplinary Action
Employees, officers and directors should understand this Code is drafted broadly. In that respect, it is the Company's intent to exceed the minimum requirements of the law and industry practice. The Company intends to enforce the provisions of this Code vigorously. A violation of the Code, a failure to report a violation or retaliation against another employee who, in good faith, reports a violation, could lead to sanctions, including dismissal for cause, as well as, in some cases, civil and criminal liability. Although any employee, officer or director who discloses his or her own misconduct may be subject to disciplinary action, the Company may consider such voluntary self-disclosure as a mitigating factor.
Any waiver of the Code for executive officers or directors may be made only by the Company's Board of Directors or the Corporate Governance and Nominating Committee and must be promptly disclosed to the Company's stockholders. Any waiver for other Company employees must be approved by the Company's Chief Legal Counsel.
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.
The antitrust laws are designed to protect competition and to ensure a free and open market for goods
and services. These laws prohibit restraints on trade, including any agreement or understanding between competitors:
Because questions under the antitrust laws can be complex, it is essential that employees, officers and directors consult with the Legal Department on antitrust matters. The possible penalties for antitrust violations are severe and include imprisonment, fines, injunctions and treble damage awards. Civil and criminal penalties can be imposed on the individual and on the Company for antitrust violations.
II. Accounting Complaints
The Company's policy is to comply with all applicable financial reporting and accounting regulations applicable to the Company. If any employee, officer or director of the Company has concerns or complaints regarding questionable accounting or auditing matters of the Company, they are encouraged to submit those concerns or complaints (anonymously, confidentially or otherwise) to the Audit Committee of the Board of Directors via the compliance hotline (which will, subject to its duties arising under applicable law, regulations and legal proceedings, treat such submissions confidentially). 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, 300 Tower Parkway, Lincolnshire, Illinois 60069.
III. Compliance with Law
All employees, officers and directors of the Company 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.
IV. Conflicts of Interests
All employees, officers and directors 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 an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively.
Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in 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. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult the procedures in this Code.
V. Corporate Opportunities
All employees, officers and directors of the Company are prohibited from (a) taking for themselves personally opportunities that are discovered through the use of corporate property, information or
The Company expects and demands that its employees, officers and directors conduct themselves with the highest regard for the dignity of others. All personnel decisions, including those with respect to the recruitment, hiring, training and promotion of qualified persons for all positions, must be made without regard to race, color, religion, sex, sexual orientation, national origin or age and with affirmative consideration for individuals with disabilities, disabled veterans and Vietnam era veterans.
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.
VIII. Environmental Actions
Employees, officers and directors 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 Company employees, officers and directors are urged to do their part in protecting the environment by conserving resources, recycling and reusing materials.
IX. 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, which will update the list on an ongoing basis and provide it periodically to the Company's subsidiaries. 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.
X. 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.
XI. Financial Disclosures
The Company requires that its officers, including financial officers, provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company 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.
XII. Foreign Payments
The U.S. Foreign Corrupt Practices Act, the UK Bribery Act and other various laws and regulations prohibit the employees, officers, directors, and affiliates of the Company from offering or paying any money or other thing of value, directly or indirectly, to any foreign government official, foreign political party or its officials, or candidate for public office, for the purpose of improperly obtaining or maintaining business or influencing governmental action favorable to the Company. Such prohibited payments include consulting, broker's, finder's or other fees paid to third parties where there is reason to believe that any part of such fees will be distributed to, or will benefit, foreign officials or political parties for those improper objectives. Examples of prohibited transactions can also include split invoicing in an attempt to enable a customer to pay, among other things, a lower import duty, as well as over-invoicing to enable a
These prohibitions do not bar reasonable and bona fide expenditures for travel or entertainment of foreign officials as long as such travel or entertainment observes the same bounds of good taste and business ethics expected for domestic entertainment, is reasonable under the custom and practice of the pertinent foreign country and is directly related to the promotion, demonstration or explanation of products or services or the performance of a contract with a foreign government.
These prohibitions must be observed by all employees, officers, directors and affiliates of the Company, whether foreign or domestic. Moreover, if any Company employee, officer, director or affiliate believes that such payments are being made by one of the Company's foreign consultants or business partners, the Company requires that the individual immediately report his or her belief to the Legal Department, the Human Resources Department or his or her manager. For more information on this highly important topic see the Company's Anti-Corruption Policy at http://myacco/C9/Corporate/default.aspx
XIII. 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.
XIV. Improper Payments or Commercial Bribery
Federal, state and foreign laws prohibit the payment of bribes, kickbacks or other illegal payments by or on behalf of the Company. Accordingly, no employee, officer or director nor any member of his or her immediate family should make any payment to or give or offer to give any gift or other item of value, directly or indirectly, to any customer, competitor or supplier of the Company or any director, officer or employee thereof, except that gifts or entertainment may be given to representatives of customers or potential customers if they meet all the following criteria:
XV. 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.
XVI. 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 transactions. Provisions of the U.S. and state securities laws and regulations prohibit persons having material inside 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 inside information to avoid losses, as well as purchasing securities while possessing favorable inside 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.
XVII. Other Employment
All employees are expected to be familiar and comply with the Company's Conflicts of Interest policy. The Company expects an employee's efforts to be directed toward Company business, and any outside commercial activities permitted under the Conflicts of Interest policy should be limited and not performed on Company time.
XVIII. 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.
XIX. 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.
XX. Sexual Harassment
The Company requires that its employees, officers and directors conduct themselves with the highest regard for the dignity of others. 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. Any employee, officer or director who believes he or she is being sexually harassed should immediately notify the Legal Department, the 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.
As a good corporate citizen, the Company recognizes its obligations to pay all local, state and federal taxes -income, sales, real estate and otherwise - which are currently due and owing.
XXII. 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.
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 propriety of some action, please contact your manager, the Legal Department, or the Human Resources Department. You may also choose to call the Company's compliance hotline at one of the numbers in the table below. These numbers can be used by ACCO Brands employees to anonymously report potentially unethical activity, including, but not exclusively related to, concerns regarding questionable accounting, auditing or fraud-related matters affecting the company. All of these numbers can be accessed on a 24¬hour basis.
Domestic calls (U.S., Canada & Guam): Dial 866-294-9546