EXHIBIT 14.1
Anixter
Business
Ethics
and
Conduct
Policy
[ANIXTER LOGO]
TABLE OF CONTENTS
I. INTRODUCTION
A. General Policy 1
B. Scope 1
C. Effect of Policy Violation 2
D. Your Responsibilities and Rights Under this Policy 2
E. Definitions 2
F. Additional Information 2
II. CONFLICTS OF INTEREST OR VIOLATIONS OF TRUST
A. General 2
B. Specific Examples of Conflicts or Violations 3
C. Effect of Violations 3
D. Periodic Reporting 4
III. ANTITRUST LAWS AND TRADE REGULATION
A. General 4
B. U.S. Operations 4
C. International Operations 4
D. Specific Laws and Regulations 4
IV. OTHER LAWS AND REGULATIONS
A. Compliance with Governmental Authority 5
B. Restrictions on Political Activity 6
C. Relationships with Governmental Officials 6
D. Restrictions Affecting Foreign Trade 6
V. EMPLOYMENT AND PERSONNEL PRACTICES
A. General 7
B. Nondiscrimination 7
C. Prohibition of Harassment 7
D. Employment Contracts 8
E. Employee Record Confidentiality 8
F. Substance Abuse 8
VI. TRANSACTIONS IN SECURITIES
A. Trading in Anixter Securities 8
B. Trading in the Securities of Other Companies 8
C. Transactions by Others 9
D. Transactions by Officers and Directors 9
E. Effect of Violations 9
VII. PROPER RECORDING OF FUNDS, ASSETS AND DISBURSEMENTS
A. General 10
B. Confidential Reporting of Accounting and Auditing Matters 10
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VIII. DISCLOSURE OR USE OF COMPANY INFORMATION
A. General 10
B. Outside Inquiries and Requests for Information 11
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I. INTRODUCTION
All employees of Anixter can be proud of its reputation as an ethical and
responsible company. Our reputation was built by employees who have understood
the value we place on honesty, integrity and fair dealing. Each of us must
strive to uphold the tradition of ethical conduct that has contributed so
greatly to the success of our worldwide business operations.
Our Board of Directors has issued this Anixter Business Ethics and Conduct
Policy to assist you in complying with the laws and principles defining ethical
business conduct. While no policy can be complete in all respects, this Policy
is designed to help you understand what Anixter expects of you in situations
that you may encounter during your employment. You are expected to attain a
level of understanding of this Policy that will permit you to exercise good
judgment, the best safeguard against improper or unethical conduct.
When you are faced with a situation not addressed by this Policy, ask yourself:
If my associates, family or friends were to look closely at my decision, would I
be concerned about the decision? Further, if the decision were to be fully
reported in the news media, would I be concerned? I t is important to remember
that, in cases where questionable decisions are reviewed after they have been
made, perceptions can be as important as the actual facts surrounding the
decision. Therefore, you should avoid situations which may give any impression
of impropriety.
If you are in doubt about whether this Policy applies to a particular
transaction or uncertain about the proper course of conduct to follow, you
should contact the General Counsel's office in Glenview which is always
available to answer questions and provide guidance.
Anixter's internal auditors and legal staff will monitor compliance with this
Policy to assure that Anixter conducts itself in a manner consistent with its
obligations to society and its stockholders. In addition, those with management
responsibilities within any area covered by this Policy will periodically be
required to complete the "Management Representation of Compliance with Company
Policies." This questionnaire is illustrated on the inside back cover of this
policy manual.
A. GENERAL POLICY
Anixter and its personnel will at all times transact business in full compliance
with the law and in accordance with the highest principles of business ethics
and conduct.
You must strictly adhere to these Policy guidelines at all times and under all
circumstances. Policy violations may result in disciplinary action including, if
appropriate, discharge from employment.
B. SCOPE
The guidelines set forth in this Policy apply to all directors, officers and
employees and all Anixter-related transactions. You must be familiar with this
Policy and must ensure that employees under your direction or control read and
understand the Policy. Company officers and directors should also be aware that
there are special legal requirements, not covered by this Policy, which apply to
corporate fiduciaries.
Anixter's commitment to full compliance applies to all applicable laws,
regulations and judicial decrees of the United States (federal, state, and
local) and of other countries where Anixter transacts its business.
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Portions of the Policy concentrate on laws and regulations which are
particularly relevant to our business activities; however, this special emphasis
on relevant areas of law does not limit the general policy described above.
Anixter's interests are not served by any unethical practice or activity, even
though not in technical violation of the law.
C. EFFECT OF POLICY VIOLATION
Any knowing violation of the laws, regulations or principles of ethics set forth
in this Policy will be grounds for disciplinary action or dismissal from
employment, and may subject you to civil liability and/or criminal prosecution
under appropriate law. Any employee who knowingly authorizes or permits another
to engage in a violation will also be subject to disciplinary action, dismissal
and other penalties. Those who receive these guidelines shall be considered
informed, and violation of clearly covered areas will be considered "knowing."
D. YOUR RESPONSIBILITIES AND RIGHTS UNDER THIS POLICY
You are required to adhere to this Policy and to report any violations or
potential violations of which you are aware. Reports should be made to the
Director of Internal Audit, the General Counsel's office or other individual or
office as may be specified herein or in supplemental policies. You are required
to contact the General Counsel's office for clarification of any uncertainties
regarding legal or ethical issues involving Company affairs. Failure to report
policy violations or secure advice could be costly to you and to Anixter. You
should also be aware that the legal implications of your actions, as well as
everything you write, may be scrutinized at some future date by government
officials or third parties.
You have the right to report policy violations or seek the advice of counsel
without risk to your job status or position by reason of such report or inquiry.
Anixter will not tolerate any form of retribution or retaliation against
employees for exercising their rights under this Policy. To help secure this
right, each person to whom a report is made or from whom advice is sought shall
use every reasonable means available to keep confidential the identity of any
employee who requests such protection. Concerns regarding accounting or auditing
matters may be reported confidentially and anonymously to a third party, as
further described in Section VII.B. of this Policy. Reporting policy violations
by others or seeking the advice of counsel will not, however, protect you from
your own misconduct.
E. DEFINITIONS
As used herein, the terms "Anixter" and the "Company" include Anixter
International Inc. and all of its subsidiaries. The terms "personnel" and
"employee" apply to all Anixter officers, directors, managers and other
employees. "General Counsel's office" refers to the internal legal counsel of
Anixter.
F. ADDITIONAL INFORMATION
Portions of this Policy may be explained in greater detail in supplemental
policies which are distributed to Company offices from time to time. Additional
copies of this Policy, as well as any supplemental policies, are available from
the Internal Audit Department in Glenview.
II. CONFLICTS OF INTEREST OR VIOLATIONS OF TRUST
A. GENERAL
You must not permit your personal interests to influence the decisions you make
on behalf of Anixter in dealing with suppliers, customers or any other
organizations or individuals doing or seeking to do business with Anixter. You
should also avoid any situation which creates the appearance, if not the actual
fact, of a conflict of interest.
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If you are in a position to control or influence actions by Anixter which will
beneficially affect other companies, you should be aware that an investment by
you in such other companies could disqualify you from performing your job.
You should avoid outside business activities which may conflict with your
ability to devote your efforts full time to the business of Anixter, unless
those activities have been approved by your supervisor.
In many cases, you can avoid a potential conflict of interest or violation of
trust by making a full disclosure of the facts prior to engaging in a
transaction, thereby permitting Anixter to make an informed, independent
decision regarding the transaction. Such disclosure should be made to the
General Counsel's office. Many factors must be considered in determining whether
a conflict exists, including the relationship of the other person or company to
Anixter, the nature and extent of your interest in such other person or company,
and the opportunity for Policy violations arising from the nature of your
employment. Personnel in purchasing and related fields should exercise
particular caution whenever there is a possible conflict.
B. SPECIFIC EXAMPLES OF CONFLICTS OR VIOLATIONS
It may be considered to be in conflict with Anixter's interest or a violation of
trust for you or any immediate member of your family:
1. to have an undisclosed interest in or involvement with any person or
organization which has business dealings with Anixter where there is an
opportunity for preferential treatment to be given or received, except where
such an interest comprises either: (i) securities in widely-held companies which
are quoted and sold on the open market and the interest does not exceed the
lesser of one percent of the outstanding securities or $50,000; (ii) securities
in a widely-held company which are quoted and sold on the open market, where
neither our sales to that company nor our purchases from that company exceed one
percent of its purchases or sales; (iii) interests in mutual funds; or (iv)
other interests determined by the General Counsel's office not to be
inconsistent with this Policy because of the nature of your interest in and the
business we do with that company;
2. to buy, sell or lease any kind of property, facilities or equipment from or
to Anixter or to any company, firm or individual who is or is seeking to become
a Company contractor, supplier or customer, except where such transaction is
conducted in the ordinary course of business without special consideration given
or received because of your status as an employee of Anixter, or where special
consideration is made available to all employees of Anixter with the consent of
Anixter;
3. to accept commissions, a share in profits (other than from investments in
companies permitted under subparagraph [1], above) or other payments, loans
(other than with established banking or financial institutions), services,
excessive entertainment and travel, or gifts of more than nominal value, from
any individual or organization doing or seeking to do business with Anixter; or
4. to take advantage of any opportunity for personal gain that rightfully
belongs to Anixter. This would include business opportunities of which you
become aware through your Anixter employment. You must offer such opportunities
to Anixter.
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C. EFFECT OF VIOLATIONS
As with any other violation of Policy, a violation of the above conflict of
interest provisions will be grounds for disciplinary action or dismissal from
employment, and may subject you to civil liability and/or criminal prosecution
under appropriate law. Even so, not every potential conflict of interest is a
Policy violation -- under some circumstances following a full disclosure of the
relevant facts, Anixter may independently determine to engage in a particular
transaction because no actual conflict of interest exists. Therefore, the effect
of a particular conflict of interest or violation of trust will depend upon the
nature of the conflict or violation, your disclosure, its effect upon Anixter,
the severity of the violation, and the means available to recompense loss or
prevent future injury.
D. PERIODIC REPORTING
To provide a means of disclosure and method of monitoring compliance, directors,
officers and employees in sensitive positions may be required periodically to
report their interests in companies with which we do business, including
transactions in their securities.
III. ANTITRUST LAWS AND TRADE REGULATION
A. GENERAL
The antitrust laws and trade regulations of the United States are designed to
promote full and fair competition in the market for products and services.
Violations of these laws or regulations may subject Anixter to fines,
injunctions and substantial monetary damages, and violations of certain
antitrust laws may expose employees to the risk of fine and/or imprisonment.
B. U.S. OPERATIONS
The antitrust laws of the United States apply to all domestic businesses.
Accordingly, the guidelines set forth herein will govern all Anixter operations
in the United States.
C. INTERNATIONAL OPERATIONS
The United States antitrust laws apply to any international Company operations
to the extent that competition within the United States is affected by a
particular business transaction. Although differences in antitrust laws, or the
absence of such laws in some countries, might prevent application of these
guidelines to worldwide Anixter operations, the cautious approach to foreign
antitrust compliance requires that Anixter comply with the antitrust laws of the
United States in all international operations. If exceptions in particular
circumstances appear appropriate due to the local laws of another country, you
should discuss such exceptions with the General Counsel's office.
D. SPECIFIC LAWS AND REGULATIONS
Anixter sells its products and services in markets in which there is active
competition and aggressively competes in these markets. The following guidelines
set forth specific types of conduct or business practices which relate to
antitrust law and trade regulation and which require you to be especially
careful and actively consult with the General Counsel's office.
1. Discussions or Agreements with Competitors--You may not communicate or enter
into agreements with any competitor regarding any matter which could affect
Anixter's ability to conduct its business independently from its competitors.
Examples of forbidden subjects include: purchasing costs or terms,
selling/leasing prices or pricing policies, bids or quotes, terms or conditions
of sale/lease, credit information, customers or customer-account data,
territorial markets or market shares, marketing strategies or product plans,
promotions, market surveys, production data, inventories, costs, profits or
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profit margins, and other similar subjects. You must obtain approval of the
General Counsel's office before submitting information relating to these
subjects to any trade association or other group in which Anixter's competitors
are likely to be members. Prior approval must also be obtained before
participating in the establishment of standards which create hardship for any
segment of the industry.
Anixter's pricing policies and decisions and the selection of its customers,
suppliers and markets in which it will do business may never be based on any
communication or agreement with a competitor. The prohibition of agreements with
competitors includes formal written contracts, oral agreements, "gentlemen's
agreements," tacit approvals, side letters, informal "off-the-record"
understandings and "knowing winks." In some situations, subcontracting, joint
venturing or particular customer or supplier relationships may create
circumstances where discussions with a competitor are necessary and proper. When
this occurs, it should be done pursuant to the advice of the General Counsel's
office.
2. Reciprocity--The purchase of products or services should generally be on
the basis of price, quality, service, and the financial responsibility of the
supplier without consideration of its status as an Anixter customer. Deviations
from these guidelines should be reviewed with the General Counsel's office.
3. Price Discrimination--You must make Anixter's products and services
available to customers on a fair and equitable basis, without discrimination in
price, unless a lower price is justified by a demonstrable cost savings to
Anixter (and then only to that extent) or unless a lower price is believed in
good faith to be necessary to meet an equally low price of a competitor.
Similarly, there shall be no discrimination or preferential treatment in
scheduled delivery dates, contract terms, services and facilities for similarly
situated customers buying in similar situations and markets.
4. Inducing Preferential Price--You may not induce or attempt to induce a
preferential price from a supplier if there is reason for you to know that the
price is discriminatory (i.e., better than those otherwise received by
competitors in similar circumstances) and cannot be justified by lower costs to
the supplier or by the need for the supplier to meet competition. You may not
accept services or facilities which are not commonly offered by the supplier to
similarly situated customers.
5. Commission or Brokerage--All agreements appointing brokers must contain an
express provision prohibiting the broker from passing on any part of its
commission to a customer.
6. Marketing Communications -- You may not inaccurately disparage competing
products or services, either orally, in writing, by advertising or by any other
means of communication. Generally, market communiques should emphasize the
merits of Anixter's own products and services rather than the negative aspects
of a competitor's. Comments on the merits of a competing product or service are
permissible whenever the commentary is supported by full facts which can be
proven. All advertising and other marketing communications must be carefully
reviewed and those found to be in any way deceptive may not be published or
distributed.
7. Unfair Competition--You may not engage in any improper pricing or other
unfair competitive practice, either alone or with others, for the purpose of
reducing or destroying competition, eliminating a competitor, blocking the
market entry of a potential competitor, or otherwise acting contrary to
established business ethics, public values or public interest.
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8. Tying Contracts--The sale or lease of a product, service or facility or the
granting of an allowance or discount shall not be made on the condition that the
purchaser also buy or lease another product, service or facility from Anixter.
IV. OTHER LAWS AND REGULATIONS
A. COMPLIANCE WITH GOVERNMENTAL AUTHORITY
Anixter shall comply with the laws, regulations, decrees and orders of every
governmental agency, regulatory authority and judicial body having jurisdiction
over it. Anixter shall cooperate with governmental agencies in the proper
performance of their duties to the fullest extent permissible under this Policy,
even when not mandated by law or judicial decree. To ensure Anixter's compliance
and cooperation commitment is met, the General Counsel's office should be
immediately informed of any governmental or judicial request or inquiry.
B. RESTRICTIONS ON POLITICAL ACTIVITY
1. Prohibition on Contributions in Federal Elections--No Company funds,
property, time or any other thing of value shall be contributed, expended or
reimbursed for any campaign purpose or to any candidate in connection with any
election, primary election, political convention or caucus in which a candidate
or nominee for the office of President, Vice President, Senator or
Representative of Congress is to be voted upon or otherwise selected, nor under
such circumstance shall Anixter provide any indirect payment or support, in any
form or through any means, such as through consultants, suppliers, customers,
employees or other third parties.
2. Other Company Activity or Contributions--The above prohibition on Company
disbursements shall not prevent Anixter from advocating a position, expressing a
view or taking other appropriate action with respect to any legislative or
political matters affecting Anixter or its interests. In those cases where
political contributions or other support are permitted by law, no Company funds,
property, time or other thing of value shall be given except upon the advice of
the General Counsel's office.
3. No Prohibition on Individual Activity--You, acting in your individual
capacity and at your own expense, are not constrained by this Policy from
engaging in political activity, making political contributions, expressing views
or taking other appropriate action on any political or legislative matter.
C. RELATIONSHIPS WITH GOVERNMENTAL OFFICIALS
You may not make payments (regardless of amount), provide entertainment (other
than meals where Company-related work activities are conducted), or give gifts
(of more than nominal value) to governmental officials and other governmental
personnel of the United States and other domestic or foreign jurisdictions,
regardless of motive. Your relationship with public officials shall in all
respects be of such nature that the integrity and reputation of the officials
and Anixter will not be impugned in the event the full details of the
relationship, including any gifts or entertainment, become a matter of public
discussion.
In those rare cases where a facilitating payment is required to be made to a
foreign government functionary whose duties are essentially of a minor
ministerial or clerical nature, such payment must be insubstantial in amount,
customary and legal where made, necessary to prevent a normal and fully
legitimate transaction from being impeded, and properly reported and recorded as
such in Anixter's books and records. You must obtain approval from the General
Counsel's office prior to making any such facilitating payment.
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D. RESTRICTIONS AFFECTING FOREIGN TRADE
1. General--Several U.S. and foreign laws and regulations restrict or
otherwise impose conditions upon the ability of Anixter to conduct its
international operations. Because trade policies change frequently, you should
contact the General Counsel's office if you have any doubts about Anixter's
ability to engage in a particular transaction.
2. Export Licensing and Embargoes--Any product made by a U.S. company or
made using U.S. technology is subject to U.S. export laws, even if the product
is located outside of the U.S. These laws regulate and may prohibit the export
of the U.S. products from the U.S. or from one foreign country to another. These
laws are gradually being relaxed to allow more products to be shipped to a
greater number of countries with little or no restriction; however, you should
be sure that Anixter has obtained all necessary approvals or licenses before
exporting any U.S. products from the U.S. or from one foreign country to
another.
Anixter is prohibited from having virtually any commercial contact with
embargoed countries and any citizens of those countries. The list of embargoed
countries changes from time to time; a current list is maintained by the General
Counsel's office.
3. Antiboycott Laws--Anixter is prohibited from participating in economic
boycotts directed against friendly countries. You may not refuse to do business
with anyone based on race, religion, sex or national origin. You may not provide
information to customers or others about the race, religion, sex or national
origin of Anixter's owners, employees, suppliers or shippers, except in
compliance with the legitimate affirmative action programs of Anixter or its
U.S. customers or as otherwise approved in advance by the General Counsel's
office. You may not provide information about relationships or business dealings
that Anixter may or may not have with boycotted or "blacklisted" countries.
Anixter must report all requests to participate in a boycott, even if Anixter
refuses to participate. Such requests may be found in almost any business
document, including contracts, bids, letters of credit, purchase orders and
questionnaires. You must, prior to engaging in the contemplated transaction
bring to the attention of the General Counsel's office any document containing
the words "boycott," "blacklist," provisions prohibiting the importation of
goods from certain countries, provisions requiring that goods be shipped on
vessels that are able to enter the ports of particular countries or any other
language that you believe may be related to a boycott.
V. EMPLOYMENT AND PERSONNEL PRACTICES
A. GENERAL
You shall at all times abide by the strict legal requirements governing
employment practices and employee relations. In addition, every person coming in
contact with Anixter, as employee, customer, supplier, candidate for employment
or other third party, shall be treated fairly, courteously and respectfully.
B. NONDISCRIMINATION
Anixter seeks to employ qualified persons without regard to race, color,
religion, sex, age, national origin, disability or marital or veteran status. It
is our intent that all matters related to hiring, training, compensation,
benefits, promotion, transfer, working conditions and all other aspects of
employment and employee relations should be free of discriminatory practices.
Moreover, as opportunities for
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transfer, advancement or promotion arise, care should be taken to ensure that
only valid requirements are imposed for these opportunities.
C. PROHIBITION OF HARASSMENT
It is our goal to create a workplace which is conducive to the well-being and
productivity of all our employees. You shall be free to perform your job duties
and responsibilities, and participate in the benefits of employment with
Anixter, without harassment or interference.
Harassment may include unwelcome sexual advances or conduct which creates an
offensive or intimidating work environment. If you experience harassment you
should promptly notify the General Counsel's office or one of the individuals
named in Anixter's supplemental anti-harassment policy, which is available at
all U.S locations and the General Counsel's office.
All complaints will be promptly investigated, and all information obtained will
be held in confidence and disclosed only to the extent necessary to effectively
investigate and resolve the matter. Confirmed instances of harassment will
result in disciplinary action, which may include dismissal where appropriate.
D. EMPLOYMENT CONTRACTS
Anixter shall not enter any contract of employment without the prior written
approval of the General Counsel's office.
E. EMPLOYEE RECORD CONFIDENTIALITY
All personnel records shall be treated as the confidential information of
Anixter. You may not copy or release any employee's personnel or salary record
to any third party, nor disclose any private personal information contained in
such personnel record to any third party unless you have the prior written
consent of either the affected employee or the General Counsel's office. If you
are authorized to access personnel or salary records, you must institute
measures to prevent the disclosure of any such records under your control.
F. SUBSTANCE ABUSE
With the exception of Anixter-sponsored affairs, you must not keep, serve or
consume alcohol on Company premises. You may not keep, serve or consume illegal
drugs on Company premises at any time. You are not permitted to use illegal
drugs or abuse chemical substances at any time, and you may not come to work
under the influence of alcohol. Anixter may at any time require testing of any
employee reasonably believed to be in violation of this Policy, and any employee
refusing to undergo such testing will not be permitted to continue in Anixter's
employ.
VI. TRANSACTIONS IN SECURITIES
A. TRADING IN ANIXTER SECURITIES
Regardless of your motive, you are prohibited from trading in Company securities
when you have material information about Anixter which is not publicly known.
Information is considered material if it is important enough to affect a
decision by anyone to buy, sell or hold securities. Information that will
frequently be regarded as material includes: projections of future earnings or
losses; news of a pending or proposed merger, acquisition or tender offer; news
of a significant sale of assets or the disposition of a subsidiary; changes in
dividend policies, the declaration of a stock split or the offering of
additional securities; changes in management; significant new products or
services; impending financial problems;
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and the gain or loss of a substantial customer or supplier. Either positive or
negative information may be material.
Because Anixter's shareholders and the investing public should be afforded
adequate time to receive an announcement of material information and act upon
it, as a general rule you should not trade in Company securities until you have
checked with the General Counsel's office to confirm that such material
information has been adequately disseminated.
You should not engage in short-term speculation in Company securities, nor
should you engage in any transaction where you profit if the value of Company
securities falls.
B. TRADING IN THE SECURITIES OF OTHER COMPANIES
You should not trade in securities of a company which has been targeted for
acquisition or is being reviewed as an acquisition candidate by Anixter, which
is being considered for or has just been awarded an important contract or
relationship with Anixter or is being considered by Anixter for any other
important business transaction.
From time to time, you may come into possession of material nonpublic
information regarding companies with which we do business or otherwise have a
relationship. Generally, you should not trade in the securities of such
companies when, as a result of your employment with Anixter, you come into
possession of information which may be considered to be material nonpublic
information. Because the general statement of this policy may be more
restrictive than required by current securities laws, you should consult with
the General Counsel's office prior to engaging in any transaction which may be
covered by this policy in order to determine your legal obligations.
C. TRANSACTIONS BY OTHERS
You may not in any way encourage any member of your family, your household or
any other third party to engage in any transaction in which you cannot engage.
Disclosing material nonpublic information about Anixter or about other companies
with which we do business is prohibited.
D. TRANSACTIONS BY OFFICERS AND DIRECTORS
Directors and certain officers of Anixter are subject to additional statutory
restrictions covering transactions in Company securities. These restrictions (a)
prohibit officers and directors from profiting on transactions within a
six-month period, (b) prohibit them from selling the stock short, and (c) may
restrict the amount of securities some of them can sell within a three-month
period. Officers covered by this provision include the president, principal
financial officer, principal accounting officer or controller, vice presidents
in charge of principal business units, divisions or functions, and any other
person who performs a significant policy-making function. Persons which may be
subject to this provision should review proposed transactions in Company
securities with the General Counsel's office.
E. EFFECT OF VIOLATIONS
In addition to discipline for violating our Business Ethics and Conduct Policy,
violations of our specific policy on transactions in securities may also
constitute violations of the securities laws which provide for civil penalties
of up to three times the profit gained or loss avoided, large criminal fines and
lengthy imprisonment. Anixter and its responsible supervisors may also be
subject to substantial civil and criminal penalties. If you are in doubt as to
whether this policy applies to a particular transaction you are contemplating,
seek guidance from the General Counsel's office.
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VII. PROPER RECORDING OF FUNDS, ASSETS AND DISBURSEMENTS
A. GENERAL
To assure Anixter's financial statements are maintained in accordance with
generally accepted accounting principles, requirements of taxing authorities or
such other standards as may be appropriate, you must abide by the following
policies:
1. Full Disclosure of Accounts--You may not establish or maintain any secret
or unrecorded fund of monies or other assets of Anixter, and you must properly
record in the appropriate records and books of account all funds, assets and
disbursements of Anixter.
2. Accurate Entries to Accounts--You may not (i) make any false or fictitious
entries on the books and records of Anixter, (ii) issue any false or misleading
reports pertaining to Anixter or its operations, or (iii) engage in any
transaction that requires or contemplates such prohibited activities on the part
of Anixter. In addition, you may not cause or permit others to engage in any of
the foregoing prohibited activities.
3. Accurate Expense Accounts--All employees who seek reimbursement from
Anixter for expenses shall keep and submit to Anixter complete and accurate
records of such expenditures and their business purpose.
B. CONFIDENTIAL REPORTING OF ACCOUNTING AND AUDITING MATTERS
Anixter has established procedures for the receipt, retention and handling of
complaints received by the Company regarding accounting, internal accounting
controls or auditing matters. Persons with concerns regarding questionable
accounting or auditing matters may make a completely confidential, anonymous
report by calling 1-888-361-5806 (within North America) or by calling collect to
1-770-613-6337 (outside North America). Calls will be answered by
representatives of The Network, a third party with whom the Company has
contracted to provide this service.
VIII. DISCLOSURE OR USE OF COMPANY INFORMATION
A. GENERAL
Anixter's information and related resources have been developed through our
collective efforts at great expense. It is your duty to safeguard and keep
private all Company proprietary and confidential information. The Anixter
Information Security Steering Committee meets regularly to establish standards
applicable to all employees. Policies and standards established by the Committee
can be found on Lotus Notes at COR-PROD-01, SECURITY directory, Policy &
Standards database. The disclosure of such Company information shall be
permitted only when required by law or permitted by our policies. Disclosure may
also be permitted when it would be in the best interest of Anixter or its
personnel, but in such case, the approval of the General Counsel's office shall
be obtained prior to the release of such information.
1. Disclosure of Business Information--Absent prior approval, you may not use
or disclose any business information which might be prejudicial to the interests
of Anixter, its employees or third parties, including information concerning the
prices we pay and arrangements we make with our suppliers, the prices we obtain
and the margins we earn from our customers, our customer lists, our budgets and
sales, marketing or vendor strategies, our personnel, and our proprietary
technology,
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software, trade secrets, inventions, system design information, manuals,
computer tapes, disks, data processing records, or any other confidential or
proprietary matters of any nature whatsoever.
2. Discussions with Competitors--You should avoid conversations with
competitors, and even in conversations with customers and suppliers you should
take care to disclose only that information which they have a legitimate need to
know.
3. Protection of Information Media--Our investment in computers and other
communication technology enable us to quickly assemble and disseminate our
business information. It is especially important to recognize the increased risk
of unauthorized disclosure inherent in this technology and to take appropriate
steps to control access to computer files, disks, tapes and other media
containing sensitive information.
4. Ongoing Obligations--Your obligation to refrain from disclosing Company
information continues after you leave Anixter, and prospective employers may be
legally prohibited from using our information. Similarly, you should not solicit
confidential information from persons currently or formerly employed by our
competitors, nor accept the confidential information of others without the
written consent of the rightful owners of such information.
B. OUTSIDE INQUIRIES AND REQUESTS FOR INFORMATION
If any third party makes contact with you requesting an interview or seeking
information concerning any Company-related proprietary or confidential matter,
or if any media representative requests an interview or seeks information or
opinions concerning any Company-related matter, whether or not the matter is
confidential or proprietary, the requester should be instructed to address its
inquiry directly to Anixter's Chief Executive Officer, Chief Financial Officer
or General Counsel so that questions can be answered with appropriate care by
authorized personnel having unrestricted access to Anixter's information
resources.
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Employees with certain responsibilities will periodically be requested to
complete a questionnaire similar to the one presented below.
ANIXTER INTERNATIONAL INC.
MANAGEMENT REPRESENTATION OF
COMPLIANCE WITH COMPANY POLICIES
It is the responsibility of each Company officer, director, and management
employee to read and understand the Anixter International Business Ethics and
Conduct Policy (the "Policy") and to complete this questionnaire and promptly
return it to the Internal Audit Department, Anixter Inc., Glenview, Illinois. If
you have supervisory duties, it is also your responsibility to ensure that
employees reporting to you have read and understand the Policy. IN ADDITION, IF
THE ANSWER TO ANY QUESTION BELOW IS "YES", YOU MUST ATTACH A BRIEF EXPLANATORY
STATEMENT DISCLOSING THE FACTS SUPPORTING YOUR ANSWER.
1. Are you aware of any of the following practices related to Anixter's
affairs:
Yes No
--- --
a) A situation or transaction described in the Conflict of Interest or
Violations of Trust guidelines set forth in the Policy regardless of
whether or not that situation or transaction may have been disclosed
or approved in accordance with the Policy? ________ _________
b) A violation of federal, state, or local law? ________ _________
c) A fraud, embezzlement, unrecorded fund or account, or significant
accounting error? ________ _________
d) A political contribution or support, direct or indirect, using Company
funds? ________ _________
e) An activity in violation of the Antitrust Laws and Trade Regulation
guidelines set forth in the Policy? ________ _________
f) A practice in violation of the Employment and Personnel Practices
guidelines of the Policy? ________ _________
g) A transaction in violation of the Transactions in Securities
guidelines set forth in the Policy? ________ _________
h) A payment or gift to governmental officials? ________ _________
i) An unauthorized disclosure of information which is confidential or
proprietary to the Company? ________ _________
j) A transaction in violation of export, embargo or antiboycott laws? ________ _________
2. Are you aware of any other transaction, practice, activity, event, or
circumstance which you believe should be brought to Anixter's attention? ________ _________
The foregoing answers and any attached explanatory statements are true
and correct to the best of my knowledge and belief.