Code of Conduct
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Message from the Chief Executive Officer, Ingram Micro Inc.



       In the IT distribution industry, and in many other...
3
Message from the Chairman of the Board, Ingram Micro Inc.




         The Ingram Micro Code of Conduct applies to all o...
4
                                                                  Ingram Micro | Code of Conduct


OUR INGRAM MICRO VALU...
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                                                                Ingram Micro | Code of Conduct




                     ...
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                                                                  Ingram Micro | Code of Conduct




Also, all of us are...
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                                                                                         Ingram Micro | Code of Conduct
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Code of Conduct

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Code of Conduct

  1. 1. Code of Conduct
  2. 2. 2 Message from the Chief Executive Officer, Ingram Micro Inc. In the IT distribution industry, and in many others, the importance of ethical behavior is at an all-time high. Compliance with the laws and regulations that govern our industry is a critical first step, but more than that, it is expected that we will do the right thing. A good reputation takes years — even decades — to develop, but only moments to destroy. At Ingram Micro, we take this responsibility seriously. We should all be familiar with our core values: Teamwork, Respect, Accountability, Integrity and Innovation. These values are the foundation on which our Code of Conduct is built, especially that of integrity. In our Code, we pledge ourselves to uphold the highest standards of legal and ethical conduct. By embracing our Code, we can remain true to our guiding principle — to focus on enhancing the success of our business partners, associates and investors, while embracing our values. I urge you to please read the following Code of Conduct and familiarize yourself with it. If you have any questions, please contact your supervisor, the human resources department or the legal department. Thank you. Sincerely, Greg Spierkel Chief Executive Officer Ingram Micro Inc.
  3. 3. 3 Message from the Chairman of the Board, Ingram Micro Inc. The Ingram Micro Code of Conduct applies to all of us at Ingram Micro, including members of the Board of Directors. As the opening paragraph of the Code says, we are committed to the highest principles of legal and ethical conduct. The Board expects each one of you to familiarize yourself with the Code and adhere to it in your activities at Ingram Micro. Just as important, the Board expects that if you are unsure of anything in the Code, or how it may apply in a particular situation, to consult with your supervisor, the human resources department or the legal department. Sincerely, Dale Laurance Chairman of the Board Ingram Micro Inc.
  4. 4. 4 Ingram Micro | Code of Conduct OUR INGRAM MICRO VALUE OF INTEGRITY STATES: “We employ the highest ethical standards, demonstrating honesty and fairness in every action that we take.” Just as important is our value of Accountability: “We take responsibility for our performance in all of our decisions and actions.” Building upon these values and upon long-standing company policies of legal and ethical compliance, the following Code of Conduct reaffirms the company’s commitment to the highest standards of legal and ethical conduct. • Conflicts of Interest. Directors, officers and DOES THIS CODE APPLY TO ME? associates must avoid situations that they know, This Code of Conduct applies to everyone at or should know, create actual or potential conflicts Ingram Micro, in every region — all members of interest and immediately disclose them to the of the Board of Directors, officers appointed by company, following the procedures described in the Board of Directors and associates. this Code. Furthermore, directors, officers and associates cannot use company property for WHAT ARE THE POLICIES AND PRINCIPLES? personal gain nor take for themselves business opportunities that arise through the use of company Central to this Code is the principle that members of property, information or position. the Board of Directors (“directors”), officers and associates are expected to conform to the highest • Export Laws. Ingram Micro complies with the standards of legal and ethical conduct, including export control laws of the United States and all other compliance with all the laws and regulations of the countries in which it operates, including restrictions countries in which the company does business. on transactions with parties on the Restricted Parties Abiding by this principle means that directors, officers List and with certain designated countries. and associates must comply with specific company policies regarding legal and ethical conduct. Those • Financial Disclosures. Ingram Micro’s filings policies, which may be amended or supplemented with the Securities and Exchange Commission as from time to time, can be found on the Policies and well as all other public communications about the Procedures section of the company intranet site, financial condition of the company and the results http://usdaiis201/im-inside-sts/worldwidelegal/policies/ of operations must represent full, fair, accurate, forms/allitems.htm. Some of the key policies are timely and understandable disclosure. summarized as follows: • Foreign Corrupt Practices. Directors, officers and • Antiboycott Laws. Ingram Micro complies with the associates cannot pay or offer to pay U.S. Antiboycott Law and will not cooperate in any act money or anything else of value to government that supports the boycott of Israel. officials, officials of public international organizations, political candidates or political parties for the purpose • Antitrust and Competition Laws. As part of of obtaining or retaining business for Ingram Micro. its policy of fair and honest dealing with customers, Ingram Micro policy also prohibits the payment of suppliers and competitors, Ingram Micro complies bribes to commercial customers, as well as vendors, with applicable antitrust or competition laws, to obtain or retain their business. including the prohibitions on fixing prices or margins with our competitors.
  5. 5. 5 Ingram Micro | Code of Conduct • Records Retention. Directors, officers and • Guidelines in Gathering Competitive Intelligence. Competitive intelligence will be gathered in accordance associates must retain documents in accordance with with applicable antitrust and competition laws and with any records retention schedule adopted by Ingram company values. Direct exchanges of competitive Micro for that country. intelligence with our competitors are prohibited. • Theft and Loss Prevention. Directors, officers and associates must protect Ingram Micro’s assets • Guidelines on Trading in Securities. Directors, against theft and loss and report any theft or loss to officers and associates cannot trade in Ingram Micro their supervisor, the security department or the securities based on material, inside information nor human resources department. advise others to do so. Furthermore, they cannot trade in the securities of other companies, nor advise others to do so, based on material or inside information gained WHAT ARE MY RESPONSIBILITIES? about those companies in the course of their duties for All of us — directors, officers and associates — are Ingram Micro. responsible for complying with this Code and with all company policies on legal and ethical conduct. • Protection of Proprietary Information. Directors, Just as important, all of us are responsible for officers and associates must safeguard Ingram Micro immediately reporting any issue of legal and ethical proprietary information, and third-party proprietary compliance that we encounter, in accordance with information entrusted to Ingram Micro,from loss, theft, the procedures discussed later in this Code. Do not unauthorized modification and unauthorized disclosure. hide problems, hoping that they might not be discovered — all issues must be brought to the • Receipt of Gifts and Gratuities. Directors, officers light of day, immediately. This obligation is known in and associates can accept from present or prospective Ingram Micro as the “Sunshine Rule” and it forms a suppliers, or offer to our customers, only gifts, key part our Code of Conduct. Ingram Micro will gratuities, entertainment or other courtesies that protect from retaliation any associate that follows the are not excessive and are consistent with reasonable Sunshine Rule and reports a concern in good faith. standards in the business community and specific company requirements.
  6. 6. 6 Ingram Micro | Code of Conduct Also, all of us are responsible for raising questions suspecting violations of the Code of Conduct about the Code and the policies, and seeking guidance, or company policies on legal and ethical conduct must whether from a supervisor or, for example, the human immediately report them, and disclose any potential resources department or the legal department. conflicts of interest, to the General Counsel, who shall in turn notify the Audit Committee. Ignorance is not an excuse for violating this Code. The General Counsel has primary responsibility Any associate with questions about the interpretation for enforcing the Code of Conduct and all company of this Code or its application to a particular situation policies on legal and ethical conduct, as well as is encouraged to contact the human resources for issuing guidance and explanatory materials, or legal departments for further assistance; officers subject to supervision by the Audit Committee of the and directors should direct their questions to the Board of Directors. General Counsel. WHERE DO I REPORT VIOLATIONS, HOW CAN THIS CODE BE AMENDED DISCLOSE ISSUES OR ASK QUESTIONS? OR WAIVED? Associates suspecting violations of the Code of The Board of Directors must approve any amendments Conduct or company policies regarding legal and to this Code of Conduct. Any amendments affecting the ethical conduct should immediately report them, and Chief Executive Officer and the principal financial disclose any potential conflict of interest, to their officers will be promptly disclosed to the company’s supervisor, to the Human Resources department or to shareowners. Company policies on legal and ethical the General Counsel. Associates are encouraged, if compliance implementing this Code can be amended, they prefer anonymity in reporting violations, to contact or additional policies adopted, only in accordance with the Ingram Micro Hotline (see attached charts). procedures established by the General Counsel. All officers suspecting violations of the Code of The Board of Directors must approve any waiver of Conduct or company policies on legal and ethical the Code of Conduct or company policies on legal and conduct must immediately report them, and disclose ethical conduct for directors and officers. Any waiver any potential conflicts of interest, to the General affecting the Chief Executive Officer or the principal Counsel. Furthermore, the Chief Executive Officer and financial officers will be promptly disclosed to the the principal financial officers (meaning the Chief company’s shareowners. The General Counsel must Financial Officer, the Corporate Controller and all other approve any waiver of the Code of Conduct or officers and associates so designated by the General company policies on legal and ethical conduct for Counsel) must immediately disclose to the General associates and report any such waiver to the Audit Counsel any material transaction that could reasonably Committee at its next meeting. be expected to give rise to a conflict of interest. The General Counsel must in turn notify the Audit Adopted by the Ingram Micro Board of Directors on Committee of any such disclosure. Conflicts March 3, 2003, and revised on Aug. 24, 2005, and of interest and other issues of legal and ethical Nov. 7, 2007. compliance involving the General Counsel must be disclosed to the Audit Committee. All directors
  7. 7. 7 Ingram Micro | Code of Conduct INGRAM MICRO LEGAL & ETHICAL COMPLIANCE PROGRAM CONTACT INFORMATION How to Contact the Ingram Micro Hotline • North America North American Regional Compliance Officer: mark.okey@ingrammicro.com How to Reach the Hotline On-Line: Click on http://www.safe2say.net/IM.htm. How to Reach the Hotline by Telephone: Dial 1-877-INGRAM2 (877-464-7262) • Latin America Latin American Regional Compliance Officer: karla.vigil-berger@ingrammicro.com How to Reach the Hotline On-Line: Click on http://www.safe2say.net/IM.htm. How to Reach the Hotline by Telephone: Dial one of the toll-free access numbers below and then 1-877-INGRAM2 (877-464-7262) Argentina 0-800-555-4288 1-800-999-199 Ecuador — para operadora de idioma español 0-800-222-1288 800-1785 El Salvador — para operadora de idioma español México Brasil 0800-890-0288 01-800-288-2872 0800-888-8288 001-800-462-4240 01-800-112-2020 Chile 800-225-288 México — para operadora de idioma español 001-800-658-5454 Chile — para operadora de idioma español 800-360-312 República de Panamá 00-800-001-0109 Costa Rica 0800-0-114-114 Perú 0-800-50-288 Ecuador 1-999-119 0-800-50-000 1-800-225-528 Perú — para operadora de idioma español • EMEA European Regional Compliance Officer: terje.olaussen@ingrammicro-europe.com How to Reach the Hotline On-Line: Click on http://ingrammicro-europe.safe2say.eu How to Reach the Hotline by Telephone: Dial 00-800-4410-0005, except in the following countries: Hungary 06-800-13315 Switzerland 0800-800016 8008 14144 Portugal • Asia Pacific Asia Pacific Regional Compliance Officer: paul.lai@ingrammicro-asia.com How to Reach the Hotline On-Line: Click on http://www.safe2say.net/IM.htm. How to Reach the Hotline by Telephone: Dial one of the toll-free access numbers below and then 1-877-INGRAM2 (877-464-7262) Australia 1-800-881-011 (Telstra) 1-800-80-0011 Malaysia 1-800-551-155 (Optus) 000-911 New Zealand Pakistan Bangladesh 157-0011 00 800 01001 China — for a Mandarin speaking operator 10810 800-011-1111 Singapore 800-001-0001 China — from Hong Kong 800 96 1111 Sri Lanka 430-430 China — from northern China, the Beijing region 108-888 Thailand 1-800-001-33 China — from southern and central China, 108-11 the Shanghai and Guangzhou regions 001-999-11111 800-96-1111 105-11 Hong Kong 800-93-2266 The Philippines 105-12 India 000-117 The Philippines — for a Tagalog speaking operator in the USA • Other Contacts Chief Compliance Officer, Rob Lindquist: robert.lindquist@ingrammicro.com General Counsel, Larry Boyd: larry.boyd@ingrammicro.com
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