Ethics and Integrity

Business Ethics and Compliance Program
To oversee all ethics-related activities, Xerox established a Chief Ethics Officer who reports to senior management and the Board of Directors. In addition, the Xerox Ethics and Compliance Governance Board was formed to integrate the Business Ethics and Compliance Program into worldwide business operations. The Ethics and Compliance Governance Board represents business and corporate organizations within Xerox and its subsidiaries, and participates in quarterly meetings chaired by our Business Ethics Office.

Board members have the following duties within their area of responsibility:

• Establish a business ethics and compliance network.
• Implement ethics training and education programs.
• Ensure consistent enforcement of discipline policy.
• Ensure organization-specific policies are consistent with existing laws, the Xerox Code of Business Conduct and other company policies.
• Oversee and make recommendations for changes to Xerox policies, including the Business Ethics and Compliance Office Charter.
• Evaluate ethics and business conduct issues and trends to proactively address potential problems.
• Attest annually that organizational ethics and compliance programs are effective and all employees have completed required business conduct training and acknowledgements.

Code of Business Conduct
Our Code of Business Conduct serves as the foundation of our Business Ethics and Compliance Program. It embodies and reinforces our commitment to integrity and helps our people resolve ethics and compliance concerns consistent with our core values and legal and policy controls. Our Code of Business Conduct is available in 18 languages and accessible on our internal and external websites. The Code is aligned to our core values and covers policies and guidance on key topics, including sales and marketing activities, controllership, insider trading, bribery, non-discriminatory employment practices, privacy rights, human rights and environmental stewardship. It also specifies employees’ obligations to report suspected ethical violations and reinforces our strong “no retaliation policy.” 

In addition to our global Code of Business Conduct, we have a supplemental code of conduct for finance employees and a specific code of conduct for the Board of Directors. As a member of the Electronic Industry Citizenship Coalition, Xerox uses the Electronic Industry Code of Conduct (EICC) as our supplier code of conduct.

Key Components
At the start of every year, our CEO distributes a message on business ethics to employees. All employees must complete ethics training annually and acknowledge that they have read the Code of Business Conduct. At the same time, officers and senior managers must certify that they are in compliance with our Code of Business Conduct and have processes in place to support the company’s Business Ethics and Compliance Program.

We promote awareness of our Business Ethics and Compliance Program on our Ethics & Policies website and our intranet. Periodically, we send ethics surveys to employees in several countries to gauge the state of the company’s ethical culture and help us focus on areas in need of improvement.

We provide a variety of channels for employees, suppliers and customers to report suspected ethical violations, including phone, web, email and postal mail. Our Ethics Helpline is available globally 24 hours a day, seven days a week, in multiple languages, via toll-free telephone numbers (see www.xerox.com/ethics) and our web reporting tool (www.xeroxethicshelpline.com) also supports multiple languages. We have contracted with an independent third party that specializes in helpline reporting with immediate electronic transfer of all reports to our Business Ethics and Compliance Office for case management.

For some cases, the Business Ethics and Compliance Office provides guidance and takes immediate action; for others, including allegations of wrongdoing, an ethics investigation is required. The Office follows a formal, consistent method for assessing alleged violations and complaints and directs them to the appropriate functional areas for investigation, resolution and closure. Our Business Ethics and Compliance Office Charter includes a “Worldwide Assignment of Responsibility Matrix for Handling Potential Ethics Violations and Associated Penalty Guidelines.” This tool includes a wide range of possible ethics and compliance violations within each category of our Code of Business Conduct. Ethics allegation matters that are substantiated, in whole or in part, result in some sort of disciplinary action — either counseling, training, warning letter, job reassignment, financial penalty or, in some cases, dismissal from the company. In addition to disciplinary action, resolution of many cases also may involve changes in processes or policies to prevent future occurrences.

Our Business Ethics and Compliance Office tracks all cases from initial reporting to closure. Additionally, the Office reports quarterly case activity and trends to the Business Ethics and Compliance Governance Board and the Audit Committee of the Board of Directors, including the number of matters reported, case categories, outcomes and disciplinary action.

See www.xerox.com/ethics for additional information regarding Xerox’s Business Ethics and Compliance Program.

Matters Reported to Business Ethics and Compliance Office

Matters Reported	2012	2013	2014	2015	2016
Human resources	54%	56%	53%	60%	61%
Internal policy violations	7%	7%	5%	3%	3%
Fraud	4%	5%	7%	5%	5%
Misappropriation of assets	2%	3%	3%	3%	3%
External relationships (customers, agents, vendors, etc.)	7%	6%	5%	5%	5%
Conflict of interest	4%	4%	4%	3%	3%
Confidential information	2%	2%	2%	2%	2%
Accounting and financial reporting	2%	2%	4%	2%	2%
Policy inquiries	7%	6%	6%	7%	8%
Other	10%	9%	9%	10%	7%

Anti-Corruption
Xerox operates an active and comprehensive anti-bribery and anti-corruption program that complies with all related laws and regulations. We have developed a global compliance program, supported by policy and training, to ensure zero tolerance for the giving or offering of a bribe of any amount or value, including so-called “facilitation payments.” The program also includes risk assessment of third-party intermediaries, followed by the application of appropriate due diligence, training and certification prior to engagement. We are committed to enhancing the program continually.

Banknote Anti-Counterfeiting
The risk of banknote counterfeiting has increased with the quality of digital imaging tools and color printing technology. In response, we have joined other companies, the U.S. Secret Service and the Central Bank Counterfeit Deterrence Group (a consortium of 32 central banks and note printing authorities) to assess threats to currency and support the use of anti-counterfeiting technologies. Technology to deter the use of digital equipment for counterfeiting banknotes is being standardized. Xerox sales and service employees are trained to respond to inquiries about our anti-counterfeiting efforts.

Black Market Supplies
Every year, the global imaging industry — and the customers who use its products and services — suffer the loss of millions of dollars due to counterfeiting or theft of supplies. We continually remind our customers that counterfeit supplies can result in poor equipment performance, low supply yields, inferior print quality, toner leakage, increased failure rates and equipment downtime — all of which can cost time and money. To avoid this risk, we advise our customers to purchase solely from Xerox Authorized Resellers. We work closely with our Procurement Department to call attention to “blending” of supplies — the mixing of counterfeit with original materials to achieve lower pricing and make detection of counterfeit items more difficult.

Theft of customer supplies represents an increasingly costly problem for Xerox and its customers. It is difficult to prevent because web-based sales channels make it easy to purchase stolen products and then to sell them. We continue to invest in technology and resources to bring the problem to the attention of customers and to identify their obligation to maintain the security of supplies (contracted and purchases). Through engagement and support of our customers and local law enforcement agencies, we also provide tracing of stolen goods to identify and close the sources of theft.

Xerox is leading the charge against counterfeiting and other black-market activities, independently and in collaboration with other original equipment manufacturers (OEMs). To combat acts of piracy and fraud, our security team routinely works with the U.S. Federal Bureau of Investigation, attorneys general offices, the Postal Inspector’s office and other global law enforcement agencies. In addition, we are a member of the Imaging Supplies Coalition (ISC), a trade association that serves to heighten customer awareness of black-market activities. Wholesalers, dealers and consumers may submit questionable goods to the ISC for authentication by the manufacturer. For more information, visit www.isc-inc.org.