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    computer sciences Ethics Standards computer sciences Ethics Standards Document Transcript

    • CODE OF ETHICS AND STANDARDS OF CONDUCT
    • Foreword T he pursuit of technical excellence and the highest standards of professionalism are the hallmarks of Computer Sciences Corporation. The Code of Ethics and Standards of Conduct, which apply to all members of the CSC Board of Directors and all employees of CSC and its subsidiaries, confirm our commitment to ethical behavior in the conduct of all CSC activities. We take pride in our dedication to integrity, fairness, and social responsibility. Every level of management has the responsibility to monitor and vigorously enforce the Code of Ethics and Standards of Conduct. No one at CSC is authorized to engage in or condone unethical or illegal action, or to direct others to do so. We must also be aware of the damage that can result from the appearance of questionable conduct, even if innocent by intent. We are all held accountable for our actions as individuals and as representatives of CSC. The principles set forth in our Code of Ethics and Standards of Conduct reflect the type of behavior that has helped us earn the respect and success that we enjoy today. As we target even higher levels of achievement for CSC, it is imperative that we continue to require ethical conduct in all our business relationships. Anything less is unacceptable. Michael W. Laphen Chairman, President and Chief Executive Officer
    • Management Principles The mission of Computer Sciences Corporation is to be a global leader in providing technology enabled business solutions and services. This demands that we make an absolute commitment to excellence in our performance. We will achieve our mission by observing these principles: We commit to client satisfaction as our most important business objective. We recognize that CSC’s accomplishments are the work of the people who comprise CSC. We will encourage initiative, recognize individual contribution, treat each person with respect and fairness, and afford ample opportunity for professional growth. We require the highest standards of professionalism and technical competence from our people. We will maintain the highest standards of ethics and business conduct and operate at all times within the laws of all countries in which we do business. We will proactively pursue new business opportunities, and commit to success in each undertaking. Our success as a company requires that we achieve financial performance consistent with these principles and commensurate with a leadership position in our industry. ........ 2
    • Code of Ethics Stated in their simplest form, CSC’s and effective enforcement of the fundamental ethical principles are: Code and Standards is one of your key responsibilities, and will be 2 Each of us is responsible for addressed as an element in the the propriety and consequences regular evaluation of each director of our actions. and employee. 2 Each of us must conduct all Failure to comply with the aspects of CSC business in Code or Standards will result in an ethical and legal manner, appropriate disciplinary action, which may include termination and obey the laws of all places of directorship or employment, where CSC does business or reimbursement to CSC for any seeks to do business. resulting losses or damages, and referral for civil or criminal 2 Our conduct on behalf of CSC with customers, suppliers, the prosecution. Principles of fairness public and one another must will apply. You will be provided reflect our high standards of an opportunity to explain your honesty, integrity and fairness. actions. The CSC Board of Directors must approve any waiver of a CSC director or Adherence by each of us to this executive officer’s compliance Code and to the Standards of Conduct set forth on the following with the Code or Standards, and pages is essential to the continued such waiver must be promptly vitality of CSC. Compliance with disclosed to CSC stockholders. ........ 3
    • Standards of Conduct ConfliCt of interest meals, entertainment or gifts to or You must be careful to avoid situa- from people in business situations. tions that might involve a conflict Commercial Business — It is of interest or appear questionable to others. In general, there are two permissible for CSC or CSC major areas of concern: employees to pay for meals, refreshments, and other ordinary 2 Participating in activities that or necessary expenses relating conflict or appear to conflict to company business with with CSC responsibilities, and commercial entities. However, employees should use good judgment, observe all civil and 2 Giving or receiving anything that criminal laws, and follow guide- might influence the recipient or lines that apply to recipients. cause another person to believe that the recipient may be influ- Government Business — Rules of enced – this includes offering or accepting bribes, kickbacks, conduct with respect to government illegal payments, or gratuities. officials are set forth in applicable laws and government regulations. You must avoid any actions that It is the responsibility of CSC may appear to involve a conflict of employees to seek out these rules interest with CSC activities. These of conduct, understand their include any business, financial or application in the specific business other relationships with suppliers, setting and comply with them. customers or competitors by you, your close family or your close In many countries, CSC and CSC associates outside of CSC. Question- employees must not provide meals, able activities include serving on the entertainment, gifts or anything board of directors of a competing else of value to government or supplier company, significant employees; nor may any CSC ownership in a competing or supplier employee or representative discuss company, or consulting with or employment opportunities with working for a competing or supplier government employees without company. the prior approval of the Office of CSC’s General Counsel. In all countries, CSC employees must CSC employees must observe the following CSC ethical standards, as not make any attempt to influence well as applicable laws and regula- any government employee or tions, when providing or accepting member of a governmental body ........ 4
    • with regard to the award of a You have a duty to advance CSC’s government contract for which a legitimate interests when the specific solicitation has been issued, opportunity to do so arises. other than through the standard Protection of cSc and preparation, submission, and cuStomer ProPerty discussion of CSC cost and technical proposals in conformance with You have an obligation to protect procurement regulations. all CSC and customer data, property and funds under your control against Other Business —CSC employees loss, theft and misuse. with direct procurement-related responsibilities, regardless of the This includes the proprietary business sector in which they work, information belonging to CSC must not accept any meals, transpor- and its customers. You must keep tation, refreshments, entertainment, this information confidential and gifts (other than token marketing not make any of it available to items) or anything else of value unauthorized personnel. from suppliers or their personnel or representatives. Other CSC Security procedures have been employees may accept modest established to protect government meals, transportation, refreshments, classified information and many entertainment or gifts but must types of unclassified technical not accept anything that might be information. By law, CSC employees considered excessive or intended who handle such data are required to influence the employee. to know these procedures and strictly adhere to them at all times. cSc oPPortunitieS You must not: You must use CSC and customer funds, property and data only for 2 take for yourself personally any their proper and intended purposes. opportunity that is discovered No use of such property or data through the use of CSC property, may be made after termination of information or position; your directorship or employment with CSC. It is also imperative to make every effort to prevent the 2 use CSC property, information or position for personal gain; or misuse of these assets by any other person. Improper use includes sell- 2 compete with CSC. ing, loaning or giving away CSC or ........ 5
    • inSider trading customer property and modifying, destroying or disclosing customer If you become aware of material or CSC data. Use of customer or nonpublic information regarding company property for personal or CSC or any other company, including nonbusiness purposes, other than any of CSC’s current or prospective as specifically permitted under customers, suppliers or affiliates: CSC’s Policy on Electronic Com- munication Media, is considered 2 you must keep that information to be improper conduct and is in confidential, and not disclose violation of this Code of Ethics and it to anyone except on a need- to-know basis as specifically Standards of Conduct. authorized by CSC; Neither you nor any CSC represen- 2 you must not purchase or sell tative may solicit, obtain or utilize Source Selection information (except purchases and sales of relating to a government procure- CSC stock specifically permitted ment. In addition to materials so under CSC’s Policy on Insider marked by the government, Source Trading), or recommend the Selection information includes purchase or sale of, any securities bid prices and proposed costs or of that company; and prices submitted in response to a solicitation, source selection plans, 2 you must cause each of your technical evaluation plans, tech- immediate family members, nical evaluations of competing and each person living in your proposals, cost or price evaluations household, to comply with these of competing proposals, competi- restrictions. tive range determinations, rankings of competitors, reports and evalu- These restrictions will continue until ations of source selection boards, the information has been publicly dis- and government agency planning, closed through appropriate channels programming, and budgeting or has ceased to be material. system information. Similarly, neither you nor any CSC represen- Information is “nonpublic” if it has tative may solicit, receive, or utilize not been disclosed or made available any other company’s proprietary to the general public. material other than as authorized by that company. ........ 6
    • data, recordS and rePortS Information regarding a company is “material” if it could reasonably be All CSC employees are responsible expected to affect the market price for preparing all CSC business of that company’s securities, and is documents as completely, honestly information a reasonable investor and accurately as possible. These would want to know before making records include timekeeping an investment decision. Either records, expense reports, account- positive or adverse information may ing records, test and progress be material. reports, cost estimates, contract proposals, and presentations to Common examples of material clients, the public or CSC manage- information include: (i) impending ment, and any representation, bankruptcy or financial liquidity either written or oral, made by any problems; (ii) financial results or CSC employee or representative projections of future financial results; in the conduct of CSC business (iii) a major change in management; shall be factual, fully substantiated, (iv) a significant acquisition or and verifiable. divestiture; (v) the gain or loss of a substantial contract, customer or It is essential to maintain accurate supplier; (vi) a significant new product timekeeping and expense records, or discovery; (vii) an offering, sale making sure to: or repurchase of securities; and (viii) a change in dividend policy. 2 Record and allocate charges for time, materials and other CSC’s Policy on Insider Trading sets business-related expenses to the proper charge number. forth additional restrictions for all CSC directors and corporate officers, and all CSC employees who have 2 Check all invoices and payments or may be deemed to have early to customers, consultants and access to CSC’s quarterly or annual suppliers to confirm the accu- financial results. racy of information relating to products, services, prices and terms of sale. If you have any questions regarding this Policy, you should contact the Office of CSC’s General Counsel. 2 Submit complete, accurate and current cost or pricing data in all contract proposals. ........ 7
    • Providing a ProPer and You must neither engage in nor ProfeSSional Work environment permit harassment of CSC employees You must use fairness, honesty, and for any reason by other employees, comply with the law in all business vendors, clients or anyone else with relationships with CSC stockholders, whom CSC employees come into customers, suppliers, employees, contact in the course of their CSC business activities. and applicants, as well as with local, national and international communi- ties and governments. CSC employees are prohibited from possessing, using, distribut- ing, manufacturing, purchasing, You must not take unfair advantage dispensing or selling illegal sub- of anyone through manipulation, concealment, abuse of privileged stances. Because these actions are information, misrepresentation of illegal and counterproductive to our material facts or any other unfair business interests, they will not be dealing practice. tolerated on CSC premises either during scheduled work periods or at CSC employees must observe Human any time while conducting company Resources management practices business. Alcohol abuse by CSC including, but not limited to, those employees is an equally serious regarding recruitment, selection, problem and will not be tolerated job assignment, transfer, promotion/ by the company, either on CSC demotion, layoff, return from layoff, premises during their scheduled work period or at any time while discipline (including termination), conducting Company business. training, education, tuition, social and recreational programs, compensation communicating With cSc and benefits. You are responsible for obtaining Supervisors and managers must the information necessary to follow understand and abide by the laws the directives in this Code of Ethics and regulations that limit the work and Standards of Conduct, and for that can be done by former govern- reporting any observed deviations ment civilian employees and military from policies. personnel now working at CSC. Former government employees or The CSC policies and government members of the armed forces must rules and regulations referred to also be aware of and adhere to these in these Standards are available laws and regulations. through local management. If ........ 8
    • you are unsuccessful in getting the CSC employees with questions or information needed from local sources, complaints regarding accounting, you should contact your business internal accounting controls or unit Human Resources organization auditing matters should follow the or the Corporate Employment same procedure. Relations office. Callers may use the CSC Open Line CSC fosters a free interchange to communicate with CSC anony- between employees and all levels of mously, by omitting all identifying management through its Open Door information. Policy. CSC employees are encouraged to contact their immediate supervisor If CSC employees choose to iden- to report or resolve a problem, but tify themselves in the course of are free to contact higher levels of reporting a violation or potential management if necessary. violation, or communicating a question or complaint: If CSC employees have reason to 2 CSC will not allow any retalia- believe that a violation of this Code of Ethics and Standards of Conduct, tion against them for reports or or any other company policy, has communications made in good occurred or is likely to occur, it faith; and is their obligation to report such violation or potential violation to 2 CSC will keep their identity at least one of the following: confidential to the maximum extent possible, consistent with 2 Their supervisor, CSC’s obligation to fully and fairly investigate all matters 2 Their department or function raised. head, If CSC directors have reason to 2 Their (or a higher level) Human believe that a violation of this Resources organization, or Code of Ethics and Standards of Conduct, or any other company 2 The CSC Open Line policy, has occurred or is likely (800.822.5527) or e-mail: to occur, it is their obligation to CSCOpenLine@csc.com. inform the Nominating/Corporate Governance Committee of the CSC Board of Directors. ........ 9
    • 3170 Fairview Park Drive Falls Church, Virginia 22042 +1.703.876.1000 © 2008 Computer Sciences Corporation All rights reserved. Printed in USA. 09/08 WH534 C-6