EthicsThe Cornerstone of Success

Your Approach• Learn and Identify High Risk Areas

• Get Advice

• Use Common Sense

• Don’t Make a Bad Situation Worse

Red Flags• The competition does it.• It is normal and customary in the industry/geography.• No one will ever find out.• The law or policy is dumb, never enforced and/or ignored.• Senior management is aware and approves.• If you don’t go along, you will get everyone in trouble.

Red Flags• The previous manager did this and was successful/wasn’t

caught.• If I address the issue, I won’t make my plan/budget/forecast.• I have worked hard/long and accomplished a lot, I am entitled

to it (or the rules don’t apply to me).• I have enough going on, do I really need to address this right

now?

Responsibilities• Model strict compliance with your Policy• Insist on strict compliance with your Policy• Exercise good judgment when making decisions covered by

your Policy • Provide a forum for Ethics Training - discuss ethical

requirements• Involve Legal or Human Resources with issues and questions

that arise• Facilitate enforcement of your Policy

What To Do When You Become Aware of a Violation?• Discuss the situation and collect information (who, what,

when, where)• Don’t offer an opinion, simply confirm that matter will be

reviewed• PROMPTLY contact supervisor or manager• If needed, contact Legal or HR

Too Friendly After a Merger

Two well-respected companies complete an international merger.

During a celebratory dinner (and pub crawl) one of the top executives has a few too many drinks and acts inappropriately toward several female colleagues.

Points To Consider• Can you think of similar versions of this hypothetical

happening in your own career?

• What should happen to this individual?

• Does it matter if this individual is a top executive or an entry level employee?

Tory Haythe became Torys.

Haythe became the poster child for the Ugly American in Canada.

The Rest of the Story

A Few Too Many Expenses

A top executive uses company funds to purchase various personal items…from 12-gauge shotguns, to contact lenses, to a an ATV.

Ten years and hundreds of thousands of dollars later, a “whistleblower” in the administrative expenses department steps forward.

Points To Consider• Can you think of similar versions of this hypothetical

happening in your own career?

• Does it matter if this individual is a top executive or an entry level employee?

• What are legitimate items to expense?

• What should happen to this individual?

The Rest of the Story

Corruption That May Not Be Corruption OverseasHoping to compete against other importers in foreign markets, company employees bribe foreign government officials and receive favorable customs and tax rates on products.

Points To Consider• Can you think of similar versions of this hypothetical

happening in your own career?

• Does it matter the bribery was conducted by individuals or condoned by management?

• What other types of bribery/lobbying should be prohibited?

• What should happen to these individuals?

The Rest of the Story• American Rice and lower level

employees sanctioned by the SEC.

• CEO and Vice President sentenced to jail time – and could still be sanctioned by the SEC.

Manipulating the Numbers

A major client asks a salesperson to sign a document indicating that certain payments to the client were covering “shortfalls” in past accounts.

Or vice versa…You know your company is not going to meet sales projections unless a client is willing to purchase a large amount of goods right before the end of the quarter.

What Do You Do?• Can you think of similar versions of this hypothetical

happening in your own career?• Have you ever accommodated a request from a client that

seemed unusual?• Is it ever ok to “play” with the numbers?• What should happen to these individuals and the companies

they represent?

The Rest of the Story• A regional sales manager is

sanctioned by the SEC and another company goes bankrupt.

• Coke is on the SEC’s radar screen.

The Consensual Affair

Two co-workers start spending time together outside of work.Neither directly reports to the other person and there is no preferential treatment given between the two.

Points To Consider• Can you think of similar versions of this hypothetical

happening in your own career?• Does it matter if these individuals are executives or line

workers? If one is in a supervisory position over the other?• What should happen to these individuals?

The Rest of the Story• The end of an amazing career

and a fifty year marriage.

A Not-So-Funny Sense of Humor

An analyst tries to lighten the mood in a big presentation by including some jokes, such as modified pictures of himself, in his reports.

He is subject to discipline action by his employer.

What Do You Do?• Can you think of similar versions of this hypothetical

happening in your own career?• When is a sense of humor appropriate, when is it not?• What should happen to this individual?

The Rest of the Story

• Bank of America is cracking down…along with the rest of corporate America.

Wearing Blinders

Many company employees are involved in structuring a loan transaction to appear as revenue to the company (a la Enron).Though none of these employees actually commit any fraud, they help plan the fraud and stand by as the fraud is committed.

What Do You Do?• Can you think of similar versions of this hypothetical

happening in your own career?• Who has the duty to be a “whistleblower”?• What should happen to this individual?

The Rest of the Story

• A 38-year old mid-level employee will spend 24 years in prison.

Appearance of Impropriety

CFO of a fortune 50 company was identified as a client of a New York Madam. Publicly disclosed that he paid over $200,000 in “gifts” but never charged with a crime.

The Rest of the Story

• Forced to retire “early” from his position as CFO of Time Warner.

Points To Consider• Can you think of similar versions of this hypothetical

happening in your own career?

• What should happen to this individual?

• Does it matter if this individual is a top executive or an entry level employee?

Improper Use of Corporate Funds

Vice President of the world’s largest office supply retail store chain charged with embezzling nearly $600,000. Approved at least 33 fictitious vendor invoices for personal benefit.Misuse of corporate credit card.

Points To Consider• Can you think of similar versions of this hypothetical

happening in your own career?

• What should happen to this individual?

• Does it matter if this individual is a top executive or an entry level employee?

The Rest of the Story

• Fired from Staples after the company became aware of the embezzlement.

• Plead guilty and was sentenced to 3 ½ years in prison.

• Had to pay $585,000 in restitution to Staples.

Points To Consider• Have you ever experienced behavior from people that

represent a sense of “entitlement”.

• How did it make you feel?

The Rest of the Story

• Sentenced to 33 months in a federal prison for illegally using funds from his campaign account for personal use; and 3 years of supervised probation.

• Imposed a $2,500 fine and required to pay more that $8,000 in restitution.

• Removed from office.

Product and Safety Liability

World’s largest manufacturer of tires and rubber products.Linked to 203 U.S. traffic deaths and more that 700 injuries. Recalled millions of tires.Multiple lawsuits filed.

Points To Consider• Who is ultimately responsible for product safety and standards

-- executives, management or front-line employees?• Should we hold manufacturers responsible for defects in their

products even when they have done all they can to prevent them?

The Rest of the Story• In January 2006, was ordered to pay $29m to a 22-

year old victim. • Resignations announced:• CEO of Ford Motor Company • President & Chief Executive of Bridgestone

Corporation• Chief Executive of Bridgestone/Firestone

• Install new management team• Bridgestone cut its earnings forecast 81 percent and

took a $750 million charge to cover the tire recall and possible legal action.

• Ford and Bridgestone/Firestone ends their partnership.

HYPOTHETICALS

Hypothetical

Lou Pole a long-time sales manager at the company, prides himself at having a developed close relationship with his customers. In connection with a quote he’s working on, Lou is very concerned because of rumors that he may be underbid by the competition. He NEEDS this contract to make plan.

Points To Consider

1. Can / should Joe call his counterpart at the competition and ask where his bid is going to come?

2. Can / should Lou ask the customer’s purchasing manager for a hint as to “what it will take for the company, to win the bid?

3. Can / should Lou discuss with his competitor how to “make things easier” on both of them by agreeing on who gets what jobs for efficiencies’ sakes?

4. What can / should Lou do if he finds out from an unrelated third party what his competitor’s bid will be?

Hypothetical

Ben Walkin just learned that a customer and potential customer may be interested in buying new products and services from the company. Up until now, that potential customer has always been just out of Ben’s reach, and he REALLY doesn’t want to lose this opportunity to make a major inroad into this company.

Points To Consider

1. How far can Ben go in “seeding” the account, by providing meals and entertainment? Who needs to approve this?

2. Describe the difference, if any, between taking a potential customer on an expensive ski weekend vs. taking a customer for a “night on the town” (in the traditional sense).

3. How should Ben account for all these expense?

Hypothetical

Anne Teak is selling new equipment to a major customer and is very confident about her ability to close the deal. Up until now, the customer has been very encouraging, saying that at the next procurement meeting, the proposal will surely be approved. There’s no way that Anne CANNOT have this order, and NOW, because she needs to make the numbers for the monthly forecast she turned in.

Points To Consider

1. If Anne is SURE that the proposal will be approved (and why not? She’s been given nothing but the green light up until now!), she facilitate the internal paperwork flow by simply signing the letter intent herself on behalf of the potential customer?

2. What’s the role of management in all of this?

Hypothetical

Joe Seeph, a sales manager in India, hears rumors that the company will be left out of a large tender being let by the government. He knows that the government’s chief procurement officer is the son-in-law of the Secretary of Development, a Cabinet level position. Joe is approached by a consultant who assures him that, if the company would retain him and pay $10,000, the consultant would land the contract for the company

Points To Consider

1. Should Joe sign the dotted line when the consultant presents his “standard agreement?”

2. What other options might Joe pursue?3. How might Joe approach this to assure he is not surprised

later on?4. If he agrees to pay, how should this be booked?

EthicsThe Cornerstone of Success