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Xerox Code of Business Conduct Code of Business Conduct CO N N E C T I N G W I T H O U R CO R E VA L U E S
A Message from
John Visentin
Dear colleagues,
Part of our responsibility as Xerox employees is to
proactively report things that don’t fit with the
Xerox Code of Business Conduct. Each of us has a
responsibility to report suspected violations of our code,
corporate policies, or applicable government laws.
You can report suspected violations by filing a
report using the Xerox Ethics Helpline web
reporting tool, available in multiple languages,
24 hours a day, seven days a week, or by calling
toll-free, 1-866-XRX-0001. Additional calling information
for employees outside of the United States and Canada is
available at www.xerox.com/ethics.
I encourage you to read the Xerox Code of Business
Conduct and personally commit to upholding the highest
standards of ethics and integrity. With your help and
commitment, we can ensure that Xerox remains a trusted
company to employees, clients, partners, and other
stakeholders for years to come.
Regards,
John Visentin
Vice Chairman and CEO
2 Code of Business Conduct | https://www.xerox.com/ethics Ethics and Policies MyXerox Page
Contents
4 Mission and Values 10 Delivering Quality and Excellence 18 Health and Safety
10 Controllership 18 Alcohol and Drug Misuse
4 Values
11 Revenue Recognition 18 Privacy Rights of the
4 Purpose and Scope People at Xerox
11 Representing Xerox to the Public
5 Legal and Policy Controls and Investment Community 19 Behaving Responsibly as a
12 Purchasing Integrity Corporate Citizen
5 Expectation for Compliance
19 Human Rights
12 Requiring Premium Return
5 Managers and Supervisors
on Assets 19 Human Trafficking
5 Reporting a Concern and 12 Safeguarding and Using 20 Corporate Philanthropy,
Obtaining Guidance Xerox Assets Community, and
Charitable Activities
7 Non-retaliation 12 Corporate Records—Creation
and Management 20 Environmental Stewardship
7 Satisfying Our Customers 13 Protection of Intellectual 21 Contact with Government
7 Sales and Marketing Activities Property and Agencies, Lobbying, and
Copyrighted Material Political Contributions
7 Conflicts of Interest
14 Insider Trading and 21 International Trade Controls
7 Gifts and Entertainment
Insider Information
8 Satisfying Customers
15 Ensuring Market Leadership
8 Ensuring Market Leadership
Through Technology
Through Technology
15 Information Systems
8 Delivering Quality
and Excellence 15 Fair Competition and
Trade Practices
8 Valuing Our Employees
16 Bribery and Improper Payments
8 Requiring Premium Return
on Assets 16 Money Laundering
8 Behaving Responsibly as a 17 Valuing Our Employees
Corporate Citizen
17 Non-discriminatory Employment
9 Public Sector Customers Practices and Anti-bullying
9 U.S. Federal 17 Focus on Diversity
Government Customers
10 Safeguarding and Using
Customer Information
Ethics and Policies MyXerox Page https://www.xerox.com/ethics | Code of Business Conduct 3
MI S S IO N A N D VA L U E S PURPOSE AND SCOPE
ETHIC AL DECISION -MAKING Our rich heritage is based on customer- The Code of Business Conduct is designed
FRAMEWORK focused and employee-centered values to assist us in aligning our actions and
that help deliver profitability and growth. decisions with our core values and
compliance requirements as we pursue our
You should assess the In the era of intelligent work, we’re not
mission. It is intended to help us recognize
following criteria to determine just thinking about the future, we’re
ethics and compliance issues before they
whether a specific behavior or activity making it. Xerox is a technology leader
arise and to deal appropriately with those
is appropriate: focused on the intersection of digital
issues that do occur. The Code is not
and physical. We use automation and
intended to be a compendium of policies
1. C ompany Policy. Does the action next-generation personalization to
or an exhaustive list of legal and
comply with Xerox policies and redefine productivity, drive growth, and
compliance requirements. We have many
applicable law? make the world more secure. Every day,
policies that impact your job, and you
our innovative technologies and intelligent
2. C ore Values. Does it align with should be aware of those that affect you.
work solutions — Powered by Xerox ®
our Core Values? A compilation of many of these policies is
— help people communicate and work
accessible at the Ethics and Policies
3. C ommon sense. Generally better. We help businesses and
MyXerox Page on our intranet. The Code is
speaking, the appropriateness of a governments improve the flow of work to
intended to set the tone for how we work
practice or activity should be enable greater performance, agility, and
at Xerox. It is more than words written on
guided by common sense and transformation. We remain true to our
paper. It’s how we do business every day.
sound business judgment. heritage by solving business problems with
diverse services, innovative technologies, The Code of Business Conduct applies to
4. P ublic scrutiny. Take the public and the expertise of the people at Xerox. all Xerox employees and those who do
scrutiny test: If you wouldn’t want business on our behalf. The Company
to read about your action on the enforces compliance with the Code of
front page of your local newspaper, VA L U E S
Business Conduct and all Company policies
don’t do it. Our core values are the key principles that and procedures through appropriate
guide our conduct and our relationships. disciplinary action up to and including
5. W
hen in doubt, ask! Your
They define how we engage with each termination of employment and legal
manager, Human Resources and
other and our customers, how we deliver action. Members of the Xerox Board of
the Ethics Office and Helpline are
value, and how we behave. They connect Directors are also subject to a separate
available to help you do the right
us to each other and make our successes Board of Director’s Code of Conduct,
thing. See the Additional Resources
possible. Each of us is accountable to align which creates additional obligations based
section for more.
our conduct with our core values. on their responsibilities as Board members.
Similarly, our financial personnel are also
• We succeed through satisfied customers.
subject to a separate Xerox Finance Code
• We deliver quality and excellence in of Conduct. Finally, our contractual
all we do. agreements require that third parties,
such as agents, resellers, and independent
• We require premium return on assets.
contractors, comply with our Code of
• We use technology to develop Business Conduct when acting on
market leadership. our behalf.
• We value our employees.
• We behave responsibly as a
corporate citizen.
While there is an elegant simplicity in
these enduring attributes of our Company,
they are quite powerful. They create the
moral and ethical compass that permits us
to do business with integrity and honesty.
4 Code of Business Conduct | https://www.xerox.com/ethics Ethics and Policies MyXerox Page
LEGAL AND POLIC Y CONTROLS MANAGERS AND SUPERVISORS
At Xerox, our managers and supervisors POLIC Y REFERENCES
As a global enterprise, we operate in over
160 countries worldwide. We conduct our have a special duty to foster a culture of
business activities in compliance with our integrity and compliance and are expected POL 002: Business Ethics
Code of Business Conduct, policies, to exemplify the highest standards of
ETH 100: Business Ethics and
standards, guidelines, and procedures as ethical business conduct. This means that
Compliance Office Charter
well as with the laws and regulations of the managers and supervisors should serve as
countries where we do business. Our Code role models for integrity and compliance in ACC 208: Code of Conduct:
is designed to meet or exceed existing all of their interactions. It also means that Finance Personnel
legal and compliance requirements. they should assist their direct reports in • Maintain high standards of
If these requirements are found to be understanding applicable laws and ethical behavior.
less than what is required by our Code of Company requirements and cultivate an • Comply with the letter and spirit of all
Business Conduct and our policies, we must environment where employees feel applicable laws.
take the higher ground and follow our comfortable raising questions and
• Make full and accurate financial
Code of Business Conduct and our policies. concerns without fear of retaliation.
disclosures in accordance with the
If following our Code or compliance When ethical concerns are raised to them,
law and Xerox policies.
requirements conflicts with local laws and managers and supervisors are obligated to
• Provide prompt internal reporting of
regulations, please contact the Business respond to such concerns in a professional
Finance Code of Conduct violations.
Ethics & Compliance Office by filing a and timely manner and report matters to
report with Xerox Ethics Helpline. the Corporate Ethics Office as required by
this Code. I have a good relationship with my
We are each accountable to know the legal manager and would prefer to raise
and policy controls that apply to our jobs. Managers and supervisors should also any questions or ethical concerns
If we have any questions about our focus on building a culture of integrity with him versus contacting the
obligations under our Code of Business and compliance through their hiring and Ethics Helpline.
Conduct or about our policy or legal promotion decisions. Ethical character
obligations, we should seek guidance from and behavior should be a key consideration Is this acceptable?
our local management, Human Resources, in hiring and promotion decisions.
Answer: Yes, it is. We have always
the Office of General Counsel (OGC), and/ Promotions are a privilege that is only
encouraged the Open Door policy.
or the Business Ethics & Compliance Office. extended to those who exemplify
If we become aware of any questionable behaviors and values in a manner Your best resource is your supervisor
activity or potential violation, we must consistent with this Code. or manager. If that is not possible or
report it to our management or other your supervisor cannot resolve the
appropriate channel. REPORTING A CONCERN AND
issue, you can take it up the chain of
O B TA I N I N G G U I D A N C E command in your own organization or
to another organization with the
E X P E C TAT I O N F O R C O M P L I A N C E Ethical breaches and non-compliance must
appropriate expertise, such as Human
We each have an individual responsibility be reported. You should only report
Resources or OGC. An additional
to live up to the highest ethical standards concerns or suspected violations if you are
communication channel the Company
of business conduct. This Code outlines our doing so in good faith. Abuse of the Ethics
has established to assist you is the
expectations regarding our behavior. Helpline or another reporting process to
Ethics Helpline.
Failure to live up to our values and intentionally harass someone or to
compliance standards may result in knowingly file false information will not be
disciplinary action, which could include tolerated. We provide a variety of channels
termination for serious offenses. for employees, suppliers, and customers to
receive guidance regarding ethics and
compliance issues and to report suspected
ethical violations. These channels include
the Ethics Helpline, e-mail, Internet
reporting, and both internal and external
mail addresses.
Ethics and Policies MyXerox Page https://www.xerox.com/ethics | Code of Business Conduct 5
The Ethics Helpline is available globally
REPORTING TO THE XEROX BUSINESS 24 hours a day, 7 days a week via toll-free
ETHICS AND COMPLIANCE OFFICE
telephone numbers. There is also an
Ethics Office Web-reporting tool. We have
You may report your concern to the Xerox Business Ethics and Compliance Office, contracted with an independent third
located in the U.S., by:
party that specializes in helpline reporting
• Reporting online through Mailing to: to manage the reporting via the Helpline
the web reporting system for Xerox Corporation and the Web-reporting tool. The third
all countries, except France, at: Business Ethics and Compliance party’s call specialists document reports
https://www.xeroxethicshelpline.com Office, Business Ethics and made via the toll-free telephone numbers
Compliance Office and transmit the reports to the Xerox
• Reporting online through the Business Ethics & Compliance Office, which
201 Merritt 7
web reporting system for France at: is responsible for ensuring that all reports
Norwalk, CT 06851–1056
https://www.xerox.fr/hotlineethique are appropriately addressed.
U.S.A.
• Calling the Xerox Ethics Helpline, If you report a concern or violation, you
toll-free numbers (available 24 hours are encouraged to provide accurate and
per day, seven days per week in complete information to permit a thorough
multiple languages) at: investigation or response. Omissions or
errors in the initial data reported (who/
– Toll-free U.S. and Canada:
what/when/where) may cause a delay in
1-866-XRX-0001
the case intake process, which may delay
(866-0979-0001); or
or negatively impact the case assignment
and/or investigation process.
Direct Dial Toll-Free Numbers Additional Direct Dial Toll-free
Outside of the U.S. and Canada Our Helpline vendor provides a mechanism
numbers may become available,
by which reporting parties and
please check
Brazil 0800 724 8528 investigators may engage in ongoing
https://ww.xerox.com/ethics
Czech 800 143 950 communications, in your local language,
for the most current list of
while maintaining your confidentiality.
Finland 0800 416126 country dialing options.
Local laws may limit the use of anonymous
France 0 805 98 55 80 reporting to specific types of matters, and
Hong Kong 800 906 585 our processes incorporate these limits.
Hungary (80) 088 235 If you choose to remain anonymous,
India 000 800 919 0833 our ability to investigate the matter may
Israel 1-809-349-263 be diminished, and we may not be able to
fully address your concerns. All complaints,
Italy 800 776 831
whether or not reported anonymously,
Mexico 800 681 1518 will be handled in a confidential manner,
Netherlands 0800 0231547 with disclosure limited to conduct a full
Poland 800 005 105 investigation of the alleged violation,
to carry out appropriate disciplinary
Sweden 020-12 75 32
or corrective actions, or to meet
United Kingdom 0800 048 5514 legal requirements.
Nothing in this Code prohibits individuals from reporting possible violations of a
federal or state law or regulation to any governmental agency or entity, or
participating in any proceedings or investigations with the federal, state, or local
government agency or entity responsible for enforcing these laws. Individuals are not
required to notify the Company about any such reports or disclosures.
6 Code of Business Conduct | https://www.xerox.com/ethics Ethics and Policies MyXerox Page
N O N - R E TA L I AT I O N might benefit from your actions or
influence as a Xerox employee. Outside POLIC Y REFERENCES
Whether you identify yourself or not, each
business interests with our vendors,
inquiry is treated in a confidential manner,
suppliers, customers, or competitors are a
and a closed-loop process ensures the ETH 200: Non-retaliation
particular cause of concern. Having outside
appropriate managers and the
business interests that interfere with your HR 101.1: Business Ethics: Outside
complainant are informed of the outcome Business Interests and Conflict
obligation to devote your time and
of the investigation process to the extent of Interest
attention to your job responsibilities or
possible. Reporting suspected violations of
behaving in a manner that reflects • Disclosure
our policies, Code of Business Conduct, or
adversely on Xerox can result in a conflict • Request form
other processes benefits the corporation
of interest. • Approval
and elevates the expected behavior of all
employees. Any form of retaliation against Employees are obligated to disclose any
any employee for reporting or HR 101.3: Business Ethics: Receipt of
outside business interests that they, or
Employment-related Gifts
participating in the investigation of a their immediate family members, have
suspected violation will not be tolerated. to their manager. It is important to • No cash
disclose relevant facts before you, or your • Limited value; business purpose
S AT I S F Y I N G O U R C U S T O M E R S immediate family members, become • Manager approval
involved in or acquire a financial interest
Our customer-focused culture is vital to our in an outside business and to take any OGC 021: Business Ethics:
success. We are committed to earning and actions we require to resolve any potential Relationships with
maint aining our customers’ trust through Commercial Customers
conflict of interest that is identified.
fair, honest, and lawful dealings and by • Guidelines for trips and gifts
delivering great value. We listen to our Gifts and Entertainment • No bribes or other undue influence
customers so that we can meet their
The propriety of giving or receiving • Respect customer ethical standards
business requirements and also work to
employment-related gifts depends on Generally, items such as coffee mugs,
understand how they expect us to interact
the value and intent of the gift. We define calendars, or pens that bear the
with their people. We provide a timely
gifts broadly to include tangible items Company logo are acceptable to be
response and resolution of customer
and cash or cash equivalents as well as exchanged between customers and
problems and assume responsibility for
favors, special considerations, gratuities, vendors, unless specifically prohibited
correcting the underlying cause. We
and discounts. The only acceptable by your department.
comply not only with Xerox expectations
concerning appropriate business conduct, purpose of gifts and entertainment is
to create goodwill or strengthen A potential vendor has offered
but also with our customers’ expectations
business relationships. you tickets to a major sporting
regarding appropriate business conduct.
event. What would you do? What
We, or members of our immediate family, should you do?
Sales and Marketing Activities may only accept or receive an
We provide accurate and complete employment-related gift if it comfortably Answer: There are many factors that
information to our customers so that they falls within the range of common business must be evaluated before the tickets
may make informed decisions. We do not courtesies. Gifts that make the recipient can be accepted. Employees may
tolerate misrepresentation, fraud, or the feel obligated to repay the favor by doing accept invitations to lunch, dinner, or
deliberate omission of information in our business with the giver are always other social events (ball game,
sales or marketing activities. We honor our improper. We will not extend a gift or concert, etc.) as an expression of
commitments and follow through on our entertainment to customers if doing so normal business courtesy, provided
promises, agreements, and obligations. would violate their own policies. Gifts and that they are not intended to induce
entertainment may never be lavish, special consideration, advantage, or
Conflicts of Interest unusual or extravagant in the eyes of a have a total value in excess of any
third party. Under no circumstances do amount specified in Xerox policies.
We carry out our duties and responsibilities
we give or accept cash or cash equivalents, Employees should always seek
in a fair, objective manner. We make
such as gift certificates or gift cards, approval from his/her manager
business decisions in the best interest of
regardless of the amount, from anyone regarding participation. You should
our Company, free from personal or
who has business dealings with Xerox. disclose and discuss the offer with
external influences. Conflicts of interest
your manager, regardless of the value
can occur anytime your personal interests
of the gift.
Ethics and Policies MyXerox Page https://www.xerox.com/ethics | Code of Business Conduct 7The Code at a Glance
Satisfying Customers Ensuring Market Leadership Through Technology
• Conduct sales and marketing activities with integrity • Use information systems and tools for business purposes
• Avoid conflicts of interest • Compete fairly
• Respect gift and entertainment restrictions • Do not engage in bribes
• Be aware of special restrictions relative to government • Abide by money laundering laws
customers
• Safeguard customer information
Delivering Quality and Excellence Valuing Our Employees
• Exercise proper fiduciary control • Respect differences
• Abide by policies, procedures, and regulations • Prevent harassment and bullying—no violence or
intimidation of any kind
• Always ensure proper revenue recognition
• Welcome diversity
• Do not create any side letters
• Provide a safe and healthy workplace
• Follow protocols for external release of information
• Prevent alcohol or substance abuse at work
• Promote proper conduct and procedures throughout the
supply chain • Protect privacy rights
Requiring Premium Return on Assets Behaving Responsibly as a Corporate Citizen
• Safeguard all company assets • Respect human rights and the dignity of others
• Maintain business records in accordance with creation and • Comply with laws on human trafficking
retention policies
• Promote responsible community and charitable activities in
• Protect intellectual property and copyrights accordance with policies
• Prevent insider trading • Protect the environment
8 Code of Business Conduct | https://www.xerox.com/ethics Ethics and Policies MyXerox PageLocal operating units are authorized to U.S. Federal Government Customers
establish limits on the monetary value of U. S. FEDER AL
When we contract with the United States
gifts according to local geographic GOVERNMENT CONTR AC TOR
Government, additional legal requirements
customs. Our employees are accountable COMPLIANCE REQUIREMENTS
apply to Xerox and our employees, agents,
for knowing the monetary limits for gifts and subcontractors involved in the
that apply to our operating units. performance of those contracts. We are • Consult with the Office of General
You must let your manager know if you responsible for knowing and complying Counsel for more information
receive any gift, regardless of its value. with these requirements, as well as for about U.S. Federal Government
The appropriate manager must approve Contractor Requirements.
detecting and reporting occurrences
the giving of a gift or payment of business where these legal requirements may have • The Procurement Integrity Act
expenses (provided it does not violate been violated. provides that once a procurement has
a customer’s own policy) to any person begun, Xerox employees are
who has business dealings with us. We do not give U.S. Federal employees— prohibited from:
Stricter standards, where required by regardless of where those employees are – Offering employment/business
law or deemed appropriate by group located—any item of value, whether it’s opportunities to
management, may be necessary either for tangible or intangible. In addition, we do procurement officials
organizations, such as Global Purchasing, not offer or give anything of value in – Offering gratuities to
or for specific employee job classifications. exchange for favorable treatment procurement officials
between prime and subcontractors – Requesting source selection
Public Sector Customers (wherever they are located) to the U.S. information or other
Federal Government. This type of “procurement sensitive”
We understand and comply with public
exchange is known as a “kickback.” If you information
sector contracting and procurement laws.
suspect that a kickback involving Xerox has • The False Claims Act provides that it
The public sector includes governments
occurred, you should report it to the Xerox is illegal to:
and government-owned entities, even
Ethics Helpline immediately.
if they are only partially owned by a – Knowingly and willfully
government. Legal requirements relative to When the Company is pursuing a falsify information
public sector customers prescribe business business opportunity with the U.S. Federal – Knowingly and willfully conceal a
practices that vary significantly (generally Government, employees must be aware material fact
stricter) from the way we do business with that the Procurement Integrity Act – Knowingly and willfully make
commercial customers. In general, we imposes certain restrictions on employee false, fictitious, or
never offer employment to any public conduct once a procurement has begun. fraudulent claims
official involved in the purchasing process. A procurement begins when a public • Gratuities/Gifts: Xerox employees
Similarly, we never offer gifts, official initiates a buying decision, and this may not offer or give a gratuity
entertainment, bribes, or improper may be even before a solicitation is made (anything of value, whether tangible
payments to public officials. The public. When a procurement has begun, or not) of any type to any U.S. Federal
applicable laws for doing business with Xerox employees may not: 1) offer Government employee
public sector customers vary by country. employment or business opportunities to • Bribery: It is illegal to give anything
We are accountable for knowing these procurement officials; 2) offer gratuities to of value to any government official to
legal requirements and their impact on procurement officials; or 3) request source influence present or future favorable
our work. selection information. “Source selection procurement actions
information” is data not otherwise • Violations of U.S. Federal
available to the public and used by Government contractor compliance
Anytime you have a doubt or procurement officials in making decisions, requirements may result in any and
concern about an issue such as: competitor data or internal
government analysis reports. Violations of
all of the following:
– Civil penalties and fines
concerning a public sector the Procurement Integrity Act may carry
serious criminal and civil penalties both for – Personal criminal sanctions
customer, contact OGC or the individual and for the company. – Corporate criminal sanctions
Ethics right away. You must – Contract cancellation, return of
Finally, doing business with the U.S.
be sure you are on safe Federal Government requires us to be
all payments received
ground in this area. aware of and comply with the False
Claims Act.
Ethics and Policies MyXerox Page https://www.xerox.com/ethics | Code of Business Conduct 9Under that Act, it is illegal to knowingly DELIVERING QUALIT Y
POLIC Y REFERENCES and willfully falsify information to the U.S. AND EXCELLENCE
Federal Government, conceal a significant We have a passion for quality and
fact, and/or make false, fictitious or excellence in all that we do. We set high
OGC 020: Relationships with
fraudulent claims. For purposes of the expectations for ourselves. Delivering high
Government Customers & Officials and
Political Contributions False Claims Act, a claim includes quality products, services, and solutions is
requesting payment or approval from the critical to our business success. It’s what we
• No gifts or entertainment U.S. Federal Government, as well as expect of ourselves, and it’s what our
• No bribes or other undue influence making statements to the U.S. Federal customers expect from us. To consistently
• No trips or outings Government. Examples of false claims meet these expectations, we comply
• Hiring restrictions include, but are not limited to, billing for with all applicable legal, policy, and
services outside the scope of the contract, financial controls.
InfoPriv 001: Personal billing for labor before services have been
Information Privacy provided, and misrepresenting the country Controllership
• Properly classify information of origin of products we supply to federal
Effective controllership is necessary to
• Protect employee customers. Violations of the False Claims
maintain our integrity, our commitment to
personal information Act may result in serious criminal and civil
shareholder value, and the health of our
• Use vigilance against data breaches penalties. If you suspect a violation of the
business. Three major elements make up
False Claims Act, it should be reported
• Respect local government rules on the Controller function:
immediately to the Xerox Ethics Helpline.
data privacy and protection
1. C
ompliance with applicable laws,
• Provide notice and choice
Safeguarding and Using regulations, and Company policies;
• Safeguard data transfers Customer Information
2. R
igorous business processes and
InfoPriv 003: Requirements for We respect and are committed to
internal controls to ensure adequate
Commercial E-mail Messaging safeguarding the confidentiality, data
fact-based and objective information
• Knowledge of the law privacy, and security of information that
for management decisions and
our customers have entrusted to us,
• Transparency of sender safeguarding of physical, financial, and
including confidential information,
• Opt-out options intellectual assets belonging and
personally identifiable information,
entrusted to us by customers and third
proprietary information, and trade secrets.
A customer signed a deal with Xerox parties; and
We exercise appropriate care at all times to
for lease of a new machine using prevent unauthorized disclosure and use of 3. Integrity in communicating forecasts,
standard contract terms.
customer information. We take our projections and performance in a
Independently, the sales person
advised the customer that they could responsibilities for customer timely manner.
cancel the contract at any time confidentiality, data privacy, and security
A supplemental Code of Conduct: Finance
without penalty. Is this a problem? seriously and implement appropriate
Personnel sets forth the unique
safeguards for the use and handling of this
Answer: Yes. The sales person’s stewardship responsibilities of Xerox
information in accordance with our
agreement with the customer Financial Personnel.
information security and privacy policies,
constitutes a “side letter”. By entering and in accordance with all applicable laws. We exercise due diligence in ensuring
into this agreement without approval
compliance with applicable Xerox policies
of the business unit’s accounting and
and laws.
financial control organization, the
sales person has put the company at We never take any actions that would not
risk for possible accounting violations withstand public scrutiny or harm our
and financial loss. Side letters are reputation as an ethical company. We are
strictly prohibited and are considered accountable for ensuring accurate
a violation of our zero tolerance policy financial records that reflect the true
for which severe repercussions, nature of transactions.
including termination, are possible.
10 Code of Business Conduct | https://www.xerox.com/ethics Ethics and Policies MyXerox PageExerting unreasonable pressure or coercion Representing Xerox to the Public
for certain accounting results is always and Investment Community POLIC Y REFERENCES
unacceptable as are any efforts to
Xerox Corporation is a global company
circumvent required review, approval,
that makes news all over the world. ACC 1207: Revenue Recognition
and control processes. Similarly business
The goal of Public Relations is to ensure • Proper revenue recognition:
cases, outlooks, analysis, and related
consistency—to speak to the public with earned, arrangement, delivery,
discussions should be fact based and
one voice. Public Relations professionals price, collectability
objective with appropriate support for
work with broadcast and print reporters
proposals or conclusions. • No side letters
every day to ensure that reporters have
• Respect for and adherence to
the right information to create
Revenue Recognition all revenue and accounting
accurate stories.
Revenue should not be recognized until it is controls—no shortcuts!
realized or realizable and earned. Revenue We comply with the U.S. Securities and
Exchange Commission (SEC) Fair CAF 107: Corporate Announcements
is generally realized or realizable and
earned when all of the following Disclosures Rules and other laws governing • Follow the protocol for external
criteria are met: the disclosure of material information to release of Company information
the investment community. Information • Check with Public Relations
• Persuasive evidence of an arrangement is considered material if a reasonable • Do not engage media
exists (contract/order); investor would consider it important in
deciding whether to buy, sell, or hold the ACC 202: Preparation and
• Delivery has occurred and/or services have
Company’s securities, e.g., quarterly or Control of Financial Information
been rendered (delivery/performance);
annual earnings; mergers and acquisitions; for External Release
• The price to the buyer is fixed or and new products, discoveries, or patents. • Keep financial data confidential
determinable; and • Follow the protocol for
• Collectability is reasonably assured. external releases
• Safeguard data prior to release
Side letters are strictly prohibited and
are considered a violation of our ACC 208: Code of Conduct:
business ethics and zero tolerance Finance Personnel
policy for which severe repercussions,
including termination, are possible.
Passive acceptance or knowledge of
such letters will likewise be considered
a violation of this policy.
Side letter refers to any agreement or
correspondence between a Xerox
representative and a customer, supplier,
or partner, which modifies or amends any
of the terms and conditions specified in
the original contract, agreement, or
purchase order and are prepared outside
or apart from an Operating Unit’s standard
process and procedures for contract/order
amendment, which must include
sending it immediately to the Operating
Unit’s accounting and financial
control organization.
Ethics and Policies MyXerox Page https://www.xerox.com/ethics | Code of Business Conduct 11Purchasing Integrity REQUIRING PREMIUM
POLIC Y REFERENCES RETURN ON ASSETS
We base our vendor and supplier
relationships on the fundamental We earn our customers’ trust the only
PUR 001: Purchasing Policy principles of fairness, honesty, and mutual way we know how–by delivering on
respect. We honor our commitments and our commitments.
• Engage Global Purchasing
follow through on our promises and We are resolved to use our assets
• Follow protocols agreements with them. We only do effectively to advance our success.
business with vendors and suppliers that Our future depends on it.
• Obtain approvals have high standards of conduct. We expect
our vendors and suppliers to adhere to Safeguarding and Using Xerox Assets
AAP 100: Approval Authority
ethical and legal requirements in their
• Only engage in business dealings with their employees, Each of us is accountable both for safe
authorized transactions their local communities, and Xerox. As a guarding all assets entrusted to us from
member of the Responsible Business loss, theft, waste, misappropriation, or
• Ensure proper approvals infringement and for using them to
Alliance, we use the RBA Code of Conduct
as our vendor code of conduct. advance the interests of Xerox. We are
My manager has asked me to
purchase some equipment we need in accountable for classifying, protecting,
Before entering into any contract, we seek and handling Xerox, customer, and other
our testing lab. The equipment will
cost more than he is authorized to assistance from the Purchasing third-party information in accordance with
approve. He told me to split the order organization and ensure we follow all applicable laws, Xerox policy, and any
so that he can approve the purchase purchasing and approval authority policies. applicable contractual terms. We have an
without obtaining his manager’s We make all purchasing decisions in the affirmative duty to immediately report the
approval since his manager is traveling best interests of our Company and not on theft, loss, or misappropriation of any
for the next two weeks and we really personal considerations. Xerox or customer assets, including
need the equipment ASAP.
financial assets, physical assets,
Requiring and/or agreeing to mandatory
Answer: Taking shortcuts in the information assets, and electronic assets,
reciprocal trading are contrary to Xerox
purchasing process to save time may via designated reporting channels.
business practices. It is against Xerox
get you and your manager in a lot of policy to enter into a business relationship
trouble. One example is splitting Corporate Records—Creation
with a customer that requires Xerox to
requisitions. Let’s say your manager and Management
purchase the customer’s products or
can only sign up to $25,000, but you services as a contractual condition for the Accurately and honestly preparing
need $32,000 worth of goods. customer to purchase Xerox ® Products or Corporate Records, including expense
Splitting the purchase requisition into Services. Likewise, purchasing decisions reports, time reporting, and financial
two separate requisitions that are should not be made predicated on the statements, is a business and legal
each below the $25,000 approval level condition that the supplier agrees imperative. We classify, use, and handle
is against corporate policy and could to use Xerox ® Products or Services. Corporate Records in accordance with
lead to both you and your manager Sourcing decisions should generally be Xerox policies. We take our obligation to
facing disciplinary action, up to and made on the basis of quality, price, and maintain Corporate Records for
including termination. If you are the supplier’s level of service/reliability. operational, legal, financial, historical,
doing business with a supplier, be sure However, since customer relationships are and other purposes seriously and take
to submit a requisition for the entire vital to our success, purchasing decisions appropriate steps to ensure that the
dollar amount that represents the may, where appropriate, give consideration content, context, and structure of our
full nature of the transaction and get to customer relationships as a favorable records are reliable and authentic.
the right level manager to approve it factor, among others. Purchasing We manage records consistent with the
in total. personnel should seek management retention and destruction guidelines
consideration and consultation with applicable to our functions. We preserve
the Office of General Counsel in pertinent records after having received
these situations. legal notice of a pending lawsuit. Records,
both electronic and hard copy, receive the
same consideration regardless of
their format.
12 Code of Business Conduct | https://www.xerox.com/ethics Ethics and Policies MyXerox PagePOLIC Y REFERENCES
SEC 003: Physical
Security–General Policy
InfoSec 001: Information Security
AUD 001: Internal Audit Charter
CAC 101: Capital Appropriations
ACC 1701: Xerox Internal
Control Framework
ADS 002: Corporate
Records Management
MIP 001: Management of Intellectual
Property Process
OGC 014: Licensing Policy
OGC 017-1: Proper Use of the
Xerox Trademark
OGC 017-2: Commercial Use of the
Xerox Trademark by Vendors
OGC 017-3: Editorial Use of the
Xerox Trademark
OGC 017-4: Product Nomenclature &
Company Names – Selection &
Maintenance of Trademarks &
The Xerox Office of General Counsel is an Trading Names
Protection of Intellectual Property
and Copyrighted Material excellent resource for more information on OGC 018.1: Copyright
the use and disclosure of Xerox and third Registration Requirements
Among our most valuable assets is our
parties’ intellectual property.
Xerox intellectual property—inventions,
patents, trade secrets, trademarks, We are accountable for contacting Public I worked on developing some software
copyrights, design rights, know-how, and for Xerox, but the Company has
Relations for approval before committing
decided to abandon the project since
other proprietary information. We are to a speech, interview, article, customer
there was not a sufficient business
accountable for establishing, protecting, endorsement, press release, or other justification for further investing in the
maintaining, and defending Xerox rights in published or broadcast statement that software. I think the software has
all commercially significant intellectual references Xerox for external audiences. much potential to help businesses.
property and original works of authorship We do not respond to questions from May I continue to develop the
(including, but not limited to, computer members of the investment community, software, on my own time, and sell it
programs, equipment manuals, and but rather we refer them to Xerox to businesses outside Xerox?
databases) and to use those rights in Investor Relations.
Answer: No. Xerox owns the
responsible ways. We respect the valid,
intellectual property rights in any
exclusive, intellectual property rights or
software you worked to develop
copyrighted materials of third parties.
during your employment with the
Company. All Xerox Intellectual
Property is the property of the
Corporation as a whole, and ultimate
responsibility for its management
resides with the Corporation.
Ethics and Policies MyXerox Page https://www.xerox.com/ethics | Code of Business Conduct 13Insider Trading and important to a reasonable investor in
POLIC Y REFERENCES Insider Information deciding whether to buy, hold, or sell
securities. If you have market-sensitive
We handle insider information
information, you must not purchase or sell
HR 101-1: Outside Business Interests appropriately and lawfully. Insider
Xerox securities. The words purchase and
and Conflict of Interest information is defined generally as
sell include any transaction that deals
SRY 001: Purchasing and Selling Xerox material, non-public information.
indirectly with the Company’s securities.
Securities By Employees, Officers, Material information is information that
Additionally, you must not reveal market-
and Directors is important enough to affect an
sensitive information to other individuals,
investor’s decision to buy, sell, or hold
SRY 002: Disclosure Policy either inside or outside the Company.
securities. Our employees, their immediate
and Guidelines
family, and anyone living in the same Officers and directors, by virtue of their
home are considered insiders under Xerox position in the Company, are subject to
policy. As such, you may not engage in more restrictive policies and laws relating
speculative trading of Xerox securities, specifically to them. Corporate-level
including Xerox common stock, debentures, officers and members of the Xerox
or notes. You should buy Xerox stock for Corporation Board of Directors may buy
investment purposes only, generally and sell the Company’s securities only
holding the stock for at least six months. during a window period. The window
period is a ten-business-day period that
Xerox policy and securities laws provide
opens on the third business day after the
for additional rules for insiders who have
Company announces quarterly earnings
actual knowledge of market-sensitive
and ends on the twelfth business day. In
information about the Company that
addition, all such officers and members of
has not been disclosed to the public.
the Xerox Corporation Board of Directors
Examples of market-sensitive information
are required to contact the Corporate
include financial performance,
Secretary or the Associate General
acquisitions, disposals, significant new
Counsel, Corporate and Finance before
products or technologies, changes in
engaging in any transaction.
dividends, and lawsuits. Information is
considered market-sensitive if it would be
14 Code of Business Conduct | https://www.xerox.com/ethics Ethics and Policies MyXerox PageENSURING MARKET LEADERSHIP further disciplinary action, in proportion
THROUGH TECHNOLOGY to the nature of the infringement. POLIC Y REFERENCES
As a company that was founded, built, and
sustained by leadership technology and Fair Competition and Trade Practices
IM 003: Appropriate Usage Electronic
innovation, we are committed to ensuring Fair competition laws prohibit Information Systems
market leadership by harnessing agreements with any competitor to
IM 005: End User Responsibilities for
technology. We approach the market from raise prices or reduce output. Fair Software Use
a human perspective that is enabled by competition issues are complex and may
technology and do so while complying with arise in dealings with customers, suppliers, InfoSec 001: Information Security
all fair competition, anti-trust, and or competitors. Violations of fair OGC 004: The Antitrust Laws, MTR:
international trade requirements. competition laws can result in serious civil Multinational Trade Policies
and criminal charges and penalties both
MTR: Multinational Trade Policies
Information Systems for the Company and individuals.
We provide electronic information systems These penalties include exposing Xerox to
to employees to support their achievement substantial fines and exposing individuals My colleague has a habit of sending
of business objectives (appropriate use). to fines and imprisonment. me off-color jokes via e-mail that I
Systems include hardware, software, media find highly offensive. I don’t want to
We avoid contacts with competitors that get her angry at me, but I really don’t
or network, including non-Xerox owned could create even the appearance of care for the material. What’s more,
devices used to originate, store, process, improper agreements, whether the contact I fear I may get in trouble for even
display, print, or transmit Xerox is in person, in writing, by telephone, or having such material on my computer.
information in electronic form. Our through e-mail.
information systems may only be used for Answer: You certainly have a right
purposes that effectively and efficiently We use care in our writing and speech to to be concerned. Inappropriate use
support Xerox business goals and avoid any statement that could be mis of Xerox information systems is a
objectives. Casual personal use is construed to indicate an intent to act in an serious matter and can have serious
permitted but only if it has negligible anti-competitive way. consequences. Sending jokes using
or trivial impact (limited frequency, our e-mail system can potentially
The exchange of benchmarking
duration, or volume) on computer and create a hostile, unproductive work
information with competitors can also
network resources and does not impact environment. You should ask your
create serious competition law issues.
employee productivity. colleague to stop sending you the
We do not acquire commercial information
jokes or if you feel uncomfortable
Inappropriate use includes the by dishonest or unethical methods.
directly confronting her, you
transmission of Xerox classified, sensitive In addition, if we receive questionable
should report the behavior to your
personal information to unauthorized information from an outside party about a
manager, Human Resources, or the
individuals or unsecured locations, competitor, we do not examine the
Ethics Helpline.
communicating in a discriminatory, information without first contacting the
defamatory, derogatory, libelous, or Office of General Counsel. Future pricing A customer offers to share our
harassing manner, infringing on plans should never be shared with competitor’s proposal for managing
competitors; exchanging cost or salary the customer’s document center.
intellectual property rights (including
information with competitors requires Is it okay to see this information?
copyright, trademark, and trade name),
creating or transmitting chain letters, carefully controlled conditions, while Answer: No. The materials provided
non-business related video/audio material, the exchange of best practices can to the customer would likely be
or any information that contributes to a enhance competitiveness. considered by the competitor as
hostile or unproductive workplace, use for confidential information. It would not
Internal business documents and other
any illegal purpose, use in excess of be appropriate for the customer to
communications (including handwritten
granted authority, or creating, storing, share such materials with us.
notes, e-mails, and telephone records)
viewing, or transmitting pornography or
are subject to disclosure in competition
other graphics that are offensive or
litigation and investigations by
would otherwise violate Xerox policies or
government authorities. Take care to avoid
national laws.
poorly worded communications, since such
Employees who misuse information communications could lead to the
systems may have their access denied or erroneous conclusion that improper
restricted; they may also be subject to activity took place.
Ethics and Policies MyXerox Page https://www.xerox.com/ethics | Code of Business Conduct 15Bribery and Improper Payments Money Laundering
POLIC Y REFERENCES
We take a zero-tolerance approach to all We only do business with reputable
forms of bribery and corruption, including customers who are involved in
POL 002: Business Ethics bribery of commercial and government legitimate business activities and whose
officials and any other forms of corruption. funds are derived from legitimate sources.
OGC 019: Compliance with
Anti-bribery Laws We never offer anything of value to People involved in criminal activity,
obtain an improper advantage in selling including terrorism, may try to hide the
OGC 020: Relationships with goods and services, conducting financial proceeds of their crimes or to make these
Government Customers and Officials transactions, or representing our Company proceeds appear legitimate by laundering
and Political Contributions
interests to governmental authorities or them through a legitimate business.
international agencies like the United Many countries have laws that prohibit
Nations. All countries prohibit the bribery accepting or processing the proceeds of
of their own public officials, and many criminal activities. Our Company’s integrity
also prohibit the bribery of officials of and reputation can be severely damaged if
other countries. we fail to detect customer relationships
and transactions that place us at risk.
Xerox policy goes beyond these laws by
If you become suspicious or have
prohibiting improper payments in all of our
questions about money laundering, raise
activities, with governments, international
your concerns and questions to your
agencies, and in the private sector. Xerox
management and to the Business Ethics
policy requires proper accounting for all
and Compliance Office or the Office of
financial transactions, including payment
General Counsel. Resolve any concerns
of commissions, fees, and gratuities, as
before transactions proceed further.
well as proper record keeping. We maintain
a system of internal controls to ensure that
all such transactions are properly and fully
recorded, and that our records reasonably
and fairly reflect these transactions.
In response to these laws and as directed
by internal policies, Xerox has established
a comprehensive anti-bribery compliance
program. This program addresses
compliance with antib ribery laws through
corporate level policies and procedures,
expense review, due diligence of third
parties, training of targeted employees,
and other related actions.
16 Code of Business Conduct | https://www.xerox.com/ethics Ethics and Policies MyXerox PageVA L UI N G O U R E M P L OY E E S Making unwelcome sexual advances
toward or otherwise harassing or bullying POLIC Y REFERENCES
Our competitive advantage resides in
any Xerox employee, customer, or supplier
our people and their energy and
is never acceptable. Likewise, jokes or
creativity. Our employees are a diverse, HR 107.0: Employee Communications
displays that disparage specific groups
talented, and motivated group of people
(e.g., nationality or religion) are also never HR 107.1: Employee Communications
aligned around a common set of goals. – Open Door/Internal
acceptable. Our decisions about people
We consider it a business imperative to Escalation Process
must be fair, free of bias, and
build, celebrate, and nurture a corporate
based on facts. HR 201.0: Employment, Placement, &
culture that is inclusive, providing equal
Separations: Non-discrimination
opportunities to all. We treat all people,
Focus on Diversity HR 201.3: Equal Opportunity,
internally and externally, with dignity and
respect. We conduct our communications At Xerox, diversity is not viewed as a Non-discrimination, & Harassment
among all levels of our employees in an mandate, but as an essential part of our EHS 100 Environment, Health, &
open and honest manner, subject to legal corporate culture. Treating others with Safety Policy
and competitive restraints. respect and offering equal opportunity
regardless of national origin, race, gender, I have experienced harassment by
Employees who have work-related concerns or sexual orientation, among other my co-workers. Although not physical
may employ Open Door procedures characteristics, makes us stronger because or sexual, it is often verbal harassment
established by the Company to fairly and bullying that affects me
it allows us to take full advantage of a
resolve the concerns. These procedures are negatively and makes it hard for
global workforce that is rich in experience,
designed to assist employees who feel that me to be productive at work. Should I
knowledge and creativity. Many of our report it?
established Company policies and accomplishments as a company originate
practices have been violated or have not from teams of diverse individuals, who Answer: Yes, Xerox does not tolerate
been consistently applied, or who have complement one another by representing physical, sexual, racial, religious,
other serious work-related concerns. different perspectives and who work as psychological, verbal, or any other
one to achieve our strategic goals. form of harassment by employees in
Non-discriminatory Employment our workplace at any level . This type
Practices and Anti-bullying We foster a culture of inclusion and of behavior should be reported to your
opportunity, which is supported by a manager or local HR specialist.
Each of us plays an important role in
number of employee-focused initiatives
ensuring that our fellow employees are
and tracked through measurable actions.
treated with dignity and respect. As an
equal opportunity employer, we do not Our focus on diversity extends to our
discriminate in recruitment, selection, employees as well as our suppliers.
compensation, training, job assignment, Diversity breeds creativity and innovation;
promotion, termination, or any other it is instrumental to our business success.
employment-related activity with respect
to a person’s race, color, nationality, Each of us plays an important role in
religious belief or affiliation, sex, age, ensuring that employees, customers,
ethnic or national origin, marital or family suppliers, vendors, and our agents are
status, sexual orientation, gender identity, treated with dignity and respect. We are
trade union membership or activity, or accountable for displaying behaviors that
current or past disability. At Xerox, diversity support our inclusive culture, including
is seen as a competitive advantage that monitoring our assumptions and behaviors
goes beyond differences of any kind and around others; acknowledging and valuing
embraces other characteristics, such as each of our contributions; creating a
divergent thinking and different work supportive work environment; and
styles. Employees are protected from creating a team atmosphere. We use
harassment, coercion, intimidation, personal leadership to enact fair practices
victimization, reprisal, or discrimination and create and enforce practices that
for filing a complaint or assisting in an value diversity.
investigation. We do not tolerate
harassment, bullying, or unlawful
discrimination of any kind.
Ethics and Policies MyXerox Page https://www.xerox.com/ethics | Code of Business Conduct 17You can also read
