EXHIBIT 99
A LETTER FROM OUR EXECUTIVE OFFICERS
Dear Fellow NCR Employees,
NCR is committed to honest and ethical behavior in our relationships with
customers, suppliers, employees, governments and the public. As we work toward
our goal of profitable growth, it is now more important than ever that we
preserve and enhance the reputation upon which this company was built. Retaining
our good name is critical, because it's our reputation that encourages people to
trust us and do business with us.
NCR's Code of Conduct is a guide to the standards of business conduct that NCR
expects from all of its associates, including its employees, officers and
directors, and is available worldwide. Although we operate in many countries and
are subject to many different rules, regulations, customs and practices, we can
only succeed if we adhere to a common set of values and standards. It is
essential that all employees worldwide have a personal commitment to meeting
these standards because NCR's success and reputation depend upon the performance
of each of its employees. Consequently, NCR's Code of Conduct is applicable to
all NCR employees worldwide, and we use "NCR" throughout the Code and its
related policies to refer to NCR Corporation and each of its subsidiaries.
NCR expects all employees, as well as our officers and directors, to adopt these
values in their day-to-day business activities. Widespread adherence to NCR's
Shared Values will enhance our long-term success by improving our ability to
serve customers, increasing our competitiveness and promoting our pride in being
part of NCR.
No matter how much NCR continues to grow and change, our ethics and values will
endure. The hectic pace of our business demands that we take risks, but there is
no room for compromise of our ethical, moral or legal responsibilities.
Inappropriate behavior or improper actions, taken for whatever reasons, are not
acceptable and will not be tolerated. Failure to comply with the guidelines
stated in the Code will result in appropriate disciplinary action, up to and
including termination. You should feel free to raise any questions or issues
regarding NCR's Code of Conduct with your manager, local human resource
representative, the law department, corporate security or the ethics and
compliance office.
To achieve our goal of honest and ethical behavior in our business
relationships, NCR requires that all senior management certify compliance with
NCR's Code of Conduct on an annual basis. This year's compliance certification
process will run from February 10, 2003, to March 21, 2003, and requires
management to not only certify their own compliance, but to disseminate the Code
to all employees and conduct education/training sessions to ensure every
employee has a thorough understanding of NCR's expectations.
The Code of Conduct cannot address specifically every situation that may pose an
ethical or moral issue. In all cases, your conduct should be based on your own
good judgment and NCR Shared Values, and, if in doubt, you should seek
counseling prior to taking any action which may compromise either personal
ethical standards or those of NCR. The guidelines set forth in the Code are only
a start. What counts is how we follow through at every level.
Regards,
Lars Nyberg Mark Hurd Earl Shanks
Chairman and President and Senior Vice President and
Chief Executive Officer Chief Operating Officer Chief Financial Officer
TABLE OF CONTENTS
A LETTER FROM OUR EXECUTIVE COMMITTEE
NCR SHARED VALUES
INTRODUCTION / EXPLANATION
Purpose of this Code of Conduct
Ethics & Compliance Program
Addressing Ethical Problems
How to Locate NCR Policies Referred to in this Code of Conduct
WORKPLACE
Conflict Resolution
Workplace Violence
Non-Discrimination
Equal Employment Opportunity / Affirmative Action
Harassment
Drug-Free Workplace
Consensual Relationships
Infrastructure Technology Resources
Employee Privacy / Employment References
CONFLICTS OF INTEREST
Competing or Doing Business with NCR
Improper Personal Benefits
Gifts and Favors, Entertainment, and Bribes
PROTECTION OF COMPANY ASSETS
Company Funds and Property
Corporate Opportunities
Proprietary Information
Accuracy of Company Records
Financial Reporting
Investment Rules and "Insider Trading"
CONDUCT IN THE MARKETPLACE
Private-Sector Customers
Government Customers
Suppliers
Reciprocal Agreements
Competitors
Copyrights and "Fair Use"
GLOBAL COMMERCE
Export Controls
Import Laws
International Economic Boycotts
Foreign Corrupt Practices Act (FCPA)
ENVIRONMENT / OCCUPATIONAL HEALTH & SAFETY / PRODUCT SAFETY
Environment
Occupational Safety & Health
Product Safety
COMMUNITY ACTIVITY
Charitable Contributions
Political Contributions
IN SUMMARY
NCR SHARED VALUES
We use NCR Shared Values to direct our behavior, guide our decisions, and
achieve our business objectives.
Highest Standards of Integrity
We are honest and ethical in all our business dealings. We keep our commitments
and admit our mistakes. We know our company's reputation is built upon our
conduct. We make the NCR name worthy of trust.
Commitment to Excellence
We are committed to uncompromising excellence. We set ever-higher quality
standards and work together to continuously improve. We embrace creativity,
encourage a growth-oriented culture, and apply innovation in our processes,
ideas, products and services - to achieve best-in-class performance.
Customer Dedication
We are dedicated to serving customers by leading our industry in understanding
and anticipating customer needs. We create long-term customer relationships by
consistently delivering quality, innovation, and value that meet or exceed
expectations.
Accountability for Success
We take personal ownership for the success of our company. We are accountable
for the resources entrusted to us. We perceive profit as the means to fuel new
solutions for our customers, create opportunities for each other, and reward the
financial trust of our shareholders, while applying all of our Shared Values.
Respect for Each Other
We base our working relationships upon trust and respect. To be successful, we
team globally across boundaries, valuing individual differences. We communicate
openly and candidly with each other and extend our team spirit to partners,
customers, and the communities, in which we live and work.
INTRODUCTION/EXPLANATION
Purpose of this Code of Conduct
Shared Responsibilities is our single worldwide code of conduct. It is our guide
and point of reference for upholding our corporate values. While our principles
for business conduct are described in these pages, our code does not cover every
situation, nor establish every rule. NCR's corporate policies and procedures, as
well as our individual commitment to ethical and legal behavior must also guide
NCR associates.
This code applies to all NCR associates, including senior management, directors,
independent contractors, and agents. It affirms our commitment to the highest
standards of integrity in our relationships with one another and with our
customers, suppliers, and shareholders. Because all NCR associates are expected
to abide by the provisions of this code of conduct, employees are expected to
read it, understand it, and conduct themselves in keeping with its guidelines.
And, whenever questions arise, associates are responsible for seeking
clarification from their managers, Human Resources, the Ethics & Compliance
Officer, NCR AlertLine, the Law Department, or Corporate Security.
Ethics & Compliance Program
This code of conduct is an important component of our corporate Ethics &
Compliance Program. Our company's Ethics & Compliance Program assigns oversight
responsibility for NCR's business ethics program to a committee, which includes
senior management, representatives from the Law, Global Human Resources, and
Chief Financial Officer's organizations. Each business unit and infrastructure
organization within NCR is responsible for helping to ensure legal and ethical
compliance by everyone within his or her organization.
The Ethics & Compliance Officer supports the efforts of these organizations. The
Ethics & Compliance Officer assists business unit, regional, and department
heads in their efforts to ensure that NCR is following this code of conduct,
corporate policies, and other applicable laws. When associates are not
comfortable going to their manager, the Ethics & Compliance Officer or the NCR
AlertLine anonymous reporting system serve as additional front-line resources if
associates suspect compliance violations or have questions or concerns about
compliance issues within NCR. The Law Department, Global Human Resources,
Corporate Audit, the Corporate Controller's Division, and Corporate Security
will support the efforts of the Ethics & Compliance Officer and Ethics &
Compliance Committee.
Compliance with ethical and legal standards is everyone's responsibility.
Moreover, associates who supervise others have a special responsibility to show,
through words and actions, their personal commitment to the highest standards of
integrity. In particular, managers are responsible for:
. Ensuring that their team members understand NCR Shared Values and the
provisions of this code and providing them with additional training
when appropriate;
. Taking reasonable steps to ensure that unethical conduct within their
areas of responsibility is detected, addressed, and reported;
. Considering whether an associate follows our code before placing them
in a position of responsibility; and
. Creating an environment that promotes compliance, encourages
associates to raise policy questions and concerns, and prohibits
retribution.
Every NCR associate must comply with all applicable laws, with the provisions of
this code of conduct, and with other company policies and procedures. However,
when working in a country where local laws conflict with the provisions of this
code, associates should follow the local legal requirements.
Ultimately, our conduct is our own responsibility. None of us should ever commit
dishonest, destructive, or illegal acts - even if directed to do so by a manager
or co-worker - nor should we direct others to act improperly. Additionally, no
associate should deviate from NCR's policies or instructions, even if doing so
appears to be to the company's advantage. If you have questions or concerns
about the application of a particular policy, check the policy manual or contact
the policy owner.
Reporting Non-Compliance / NCR AlertLine
If you suspect, observe or learn of unethical or illegal conduct, you are
required to immediately notify your manager, the Law Department, Human
Resources, the Ethics & Compliance Office, or Corporate Security, as
appropriate. You may also contact the NCR AlertLine to report anonymously any
non-compliance issue. Within the United States, the NCR AlertLine number is
1-888-256-5678; outside the United States, the NCR AlertLine can be accessed by
calling AT&T Direct. If you don't know the AT&T Direct number in your country,
call your international operator and ask for AT&T Direct. Once you have accessed
AT&T Direct, dial 888-256-5678.
NCR is committed to achieving compliance with all applicable securities laws and
regulations, accounting standards, accounting controls and audit practices. You
may contact the NCR AlertLine to report anonymously any non-compliance issue,
including any complaint or concern regarding accounting, internal accounting
controls or auditing matters. Complaints received by the
company relating to these matters are handled, as appropriate, under procedures
established by the Audit Committee of the NCR Board of Directors.
Reports of misconduct, including those made anonymously, will be investigated
and feedback will be provided when appropriate. The law provides protection
against retaliatory termination or adverse employment action by NCR, and its
officers, associates and agents, against any employee who (i) provides
information to a supervisor, the federal government or Congress that the
employee reasonably believes relates to federal securities or anti-fraud
violations, or (ii) files, testifies, participates in, or otherwise assists in
any actions involving conduct that the employee reasonably believes relates to
federal securities or anti-fraud violations. NCR will not condone reprisals
against people who report suspected violations in good faith, and their
identities will be protected to the maximum extent possible consistent with law
and NCR policy.
Similarly, employees who deliberately misreport or are grossly negligent in
their reporting of information will be subject to disciplinary action, up to and
including termination.
For training on this topic, please see Ethics Alert Newsletter - "Reporting
Ethics Violations".
How to Locate NCR Policies Referred to in this Code of Conduct
Several important NCR policies are referred to in this code of conduct. The
complete text of these policies is easy to find on NCR's internal computer
network. Follow these instructions for accessing corporate policies on HR
eXpress:
1. Go to HR eXpress.
2. Click on "NCR Values and HR Policies".
3. Click on "Employee Policy Guide".
4. Click on the policy you wish to access.
WORKPLACE
Conflict Resolution
NCR recognizes that conflicts may arise among individuals who bring different
skills, qualities, and personalities into the workplace. To keep all associates
focused on our primary objective -- profitable growth -- early resolution of
conflicts is in everyone's best interest. Throughout the company, NCR provides
processes and procedures to help employees and managers resolve conflicts
related to almost any workplace issue. We encourage all employees to seek
information about conflict resolution from your manager or from your local
Global Human Resources representative. Many NCR area and country organizations
have dispute resolution processes spelled out in their employee guides or
special booklets provided to each employee. In the United States, for example,
Internal Dispute Resolution (IDR) provides a two-step dispute resolution process
covering workplace issues for all non-bargaining unit employees.
For more information about IDR and conflict resolution at NCR, please see
Corporate Management Policy 706: "IDR: Internal Dispute Resolution". For
additional guidance, please see Questions and Answers or Your Responsibilities.
Workplace Violence
NCR is committed to providing a safe and secure work environment for its
employees and visitors to NCR facilities. All individuals on NCR premises must
treat one another with respect and courtesy. NCR will not tolerate acts or
threats of violence. To support NCR's "zero tolerance" position toward workplace
violence, both employees and visitors to NCR's facilities must report instances
of actual or threatened violence on NCR premises.
NCR's Workplace Violence Policy provides guidelines on the appropriate actions
if employees and visitors witness actual or threatened acts of violence.
Depending upon the nature and severity of the incident, NCR will engage local
law enforcement authorities, on-site security guards, community mental health
advisors, or Human Resources Representatives to take prompt action to remove,
discipline, counsel or prosecute any individual on NCR premises who poses a
safety risk or commits an act of violence.
NCR prohibits the possession of weapons in the workplace.
For more information about Workplace Violence at NCR, please see Corporate
Management Policy 708: "Workplace Violence" . For additional guidance, please
see Questions and Answers or Your Responsibilities. For training on this topic,
please see Ethics Alert Newsletter - "Workplace Violence".
Non-Discrimination
NCR is committed to providing a work environment free from any illegal
discrimination based on race, color, religion, national origin, gender, age,
disability, sexual orientation, gender identity or expression, marital status,
or any other unlawful factor to the fullest extent required by local law.
Decisions concerning hiring, performance appraisals, and promotions will be
based only on those factors permitted by law. For example, in the United States,
these factors are limited to an employee's qualifications, skills, and
achievements.
To help achieve this, NCR complies with applicable human rights and
employment-equity legislation. And, we do not discriminate unlawfully in any
aspect of employment, including recruiting, hiring, compensation, promotion, or
termination.
Equal Employment Opportunity / Affirmative Action
NCR affirms its commitment to providing equal opportunity to all employees and
applicants for employment in accordance with all applicable laws, directives,
and regulations of federal, state and local governing bodies and agencies. We
want to make sure that as a company, we treat our employees with respect and
that, when making any employment-related decision, we only consider relevant
performance factors.
Specifically, it is NCR's policy to:
. Comply with both the letter and the spirit of all applicable laws and
regulations governing employment;
. Provide equal opportunity to all employees and to all applicants for
employment;
. Take appropriate affirmative action to make equal opportunity a
reality;
. Make reasonable accommodations to the limitations of qualified
employees or applicants with disabilities;
. Ensure that maximum opportunity is afforded to minority and
women-owned businesses to participate as suppliers, contractors, and
subcontractors of goods and services to NCR; and
. Comply with regulatory agency requirements and with federal, state,
and local procurement regulations and programs .
Each employee has a responsibility to support the company's equal opportunity
and affirmative action commitment. NCR managers should understand and carry out
all aspects of our equal opportunity policy. Because nearly one half of all NCR
employees live in the United States, it is particularly important that this code
call attention to the U.S. Equal Employment Opportunity and Affirmative Action
laws. Your local Global Human Resources representative and the Law Department
can answer any specific questions that you may have.
For more information about non-discrimination at NCR, please see Corporate
Management Policies 701: "Non-Discrimination-Affirmative Action," and 705:
"Diversity in the Global Workplace." For additional guidance, please see
Questions and Answers or Your Responsibilities.
Harassment
NCR does not tolerate conduct that creates an intimidating or offensive work
environment. Such conduct includes, but is not limited to (a) racial, religious,
sexual, or ethnic comments or jokes; (b) unwelcome sexual advances or
inappropriate physical contact; or (c) unwelcome sexually-oriented gestures,
pictures, jokes or statements.
If you believe that you are the victim of discriminatory or harassing conduct,
report it to your manager or to your Global Human Resources representative. You
may also report such conduct anonymously to the NCR AlertLine. All good faith
complaints will be investigated promptly and without retaliation to the report
originator.
For more information about zero tolerance of harassment at NCR, please see
Corporate Management Policy 702: "Harassment." For additional guidance, please
see Questions and Answers or Your Responsibilities. For training on this topic,
please go to the Learning at Work website and select "Sexual Harassment" or see
Ethics Alert Newsletter - "Sexual Harassment" and "Guide to Harassment
Prevention".
Drug-Free Workplace
NCR is committed to a drug-free workplace. The misuse of drugs, both legal and
illegal, while on company premises or during company business, is prohibited.
NCR prohibits the use, possession, distribution, or sale of illegal drugs on its
premises, in its vehicles, and while conducting NCR business. Furthermore, it is
expected that employees will not conduct NCR business while under the influence
of alcohol or illegal drugs. To promote this policy, to the extent permitted by
local law, NCR requires a drug-screening test of all that apply for employment.
For more information about NCR's commitment to a drug-free workplace, please see
Corporate Management Policy 219: "Drug-Free Workplace." For additional guidance,
please see Questions and Answers or Your Responsibilities.
Consensual Relationships
NCR does not seek to insert itself into employees' personal relationships.
However, when an employee has a significant personal relationship with another
employee, complications can sometimes arise that may cause problems in the
workplace. To minimize the chances of any adverse impact on the workplace, it is
essential that employees conduct themselves in a fully professional,
appropriate, and mature manner.
Additionally, employees with management responsibilities should be aware that
having an intimate relationship with a lower-level employee in their
organization might limit their ability to manage certain aspects of the business
or otherwise cause problems in the workplace. Therefore, the company strongly
discourages employees from living with, dating, or becoming involved in a
romantic relationship with another person over whom the employee has
supervisory, hiring, or disciplinary authority. Managers/subordinates who have
or enter into such a relationship are required to immediately disclose the
existence of the relationship to Human Resources or the Ethics & Compliance
Officer, so that the company may take appropriate action to address issues that
may arise.
Infrastructure Technology Resources
NCR's electronic information exchange and infrastructure systems are to be used
in the furtherance of NCR business. No NCR associate, contractor, or partner
should use these electronic resources to espouse personal, political, or
religious views or to solicit support for any non-business cause or event. It is
the responsibility of each individual to utilize the company's IT infrastructure
resources in a responsible, ethical, and lawful manner. The use of IT resources
to access any service on the public Interne is reserved for NCR associates and
NCR contractors for the direct support of legitimate NCR business objectives.
Internet material that conflicts with NCR's Shared Values and is not compatible
with a productive work environment should not be accessed. Access to such
material can also result in potential legal liabilities to NCR. Examples of
restricted sites include, but are not limited to, those with information or
activities involving non-business related chat groups, pornography, criminal
skills and illegal activities (including those related to the circumvention of
network security controls), dating services and discussions, the purchase and
use of illegal or recreational drugs, extreme or obscene material, gambling,
hate speech, on-line sales of merchandise that is clearly not business related,
sports, non- business travel, games, and entertainment.
For NCR associates, any communication relating to the company posted in Internet
chat rooms is subject to NCR's policies on disclosure of confidential and
proprietary information. Many Internet users who participate in investor-related
discussion groups claim to have "inside" information about a company. Others
post messages spreading innuendo and rumors. Associates who participate in these
Internet discussion groups are reminded that they must adhere to the following
rules based on NCR's policies and applicable law:
. Don't participate in chat rooms about NCR or companies doing business
with NCR;
. Don't disclose material, inside information or other confidential
and/or proprietary information about NCR or another company that you
learn of through your work at NCR; and
. Don't create or comment on rumors.
In addition, e-mail should not be used, among other things, to create or
exchange offensive, harassing, obscene or threatening messages; to send
proprietary registered information, or to create or exchange advertisements,
solicitations, chain letters and other unsolicited non-business related e-mail.
For more information about the use of NCR's information technology resources,
please see Corporate Management Policy 1404: "Information Technology
Infrastructure Policy". For additional guidance, please see Questions and
Answers or Your Responsibilities. For training on this topic, please see Ethics
Alert Newsletter - "Email Misuse".
Employee Privacy / Employment References
NCR acquires and maintains only those employee records required for business,
legal, or contractual reasons. We also limit access to these records to people
who need the information for legitimate purposes. When asked to provide an
employment reference or verification, NCR will only verify dates of employment
and the position(s) held.
For more information about employee privacy at NCR, please see Corporate
Management Policies 204: "Protection of Personal Data." For additional guidance,
please see Questions and Answers or Your Responsibilities. Laws may vary
significantly from country to country on matters of employee privacy and other
workplace issues. For more information about workplace polices, please contact
your local Global Human Resources representative or the Law Department.
CONFLICTS OF INTEREST
Conflicts of interest arise when the personal interests of an NCR associate
influence, or appear to influence, his or her judgment or ability to act in
NCR's best interest. In general, you must always act on an arm's length basis
and in the best interests of NCR when conducting business with outside parties
on behalf of NCR and avoid taking any actions or acquiring any interests that
may make it difficult to perform your work for NCR objectively and effectively.
You must also deal with all outside parties in a fair and objective manner,
without favor or preference based upon personal considerations. You are
encouraged to communicate potential conflicts of interest with your manager,
Human Resources representative, the Law Department or the Ethics & Compliance
Officer as described below. NCR's directors and many management level employees
must confirm on an annual basis that they have no conflicts of interest in their
relationships with NCR.
Competing or Doing Business with NCR
Our policy regarding competition with NCR is clear: you should not engage in
activities that compete with NCR's current or prospective business activities,
nor engage in activities that give the appearance that you are doing so. In
addition, you may not act for NCR and directly or indirectly on the behalf of an
affiliated firm that does business with NCR or is seeking to do business with
NCR (such as a current or potential customer, supplier or strategic partner).
Interests in affiliated firms or competitors that may create conflicts of
interest include, among other things, a major equity investment, a close
relative with a position at such firm, or a consulting or part-time position
with such firm.
Improper Personal Benefits
NCR's associates receive compensation and reimbursement of expenses in the
ordinary course of its business. Conflicts of interest may arise, however, if
associates receive improper personal benefits from the company. To avoid even
the appearance of impropriety, personal loans or guarantees of personal
obligations by the company are prohibited. Examples of other improper personal
benefits that may give rise to a conflict of interest include personal uses of
company property that are not permitted under NCR's policies, as well as
personal travel expense, personal entertainment and related expenses that are
paid by NCR, among other things.
Gifts and Favors, Entertainment, and Bribes
Gifts and Favors
Gift-giving practices vary around the world. Generally, gifts are given to
create goodwill and, in some parts of the world, declining a gift may insult the
giver. On the other hand, accepting a gift may create a conflict of interest or
the appearance of a conflict. To avoid any conflicts of interest, do NOT (1)
solicit gifts from anyone doing business with NCR (such as customer, supplier or
strategic partner), (2) accept gifts that are expensive or likely to influence
your judgment, (3) accept - under any circumstances - payments, loans,
kickbacks, special privileges, or services from anyone in return for NCR
business, or (4) give - under any circumstances - payments, loans, kickbacks,
special privileges, or services to current or potential customers, suppliers or
strategic partners.
If NCR's Conflicts of Interest policy requires you to decline a gift or favor,
you should politely explain that NCR policy prohibits you from accepting it.
Also, please keep in mind that in parts of the world where gift-giving is common
practice and not accepting a gift could reflect badly on NCR, it may be
appropriate to accept an inexpensive gift, as long as doing so would not violate
any laws or in any way discredit NCR, and the gift is unsolicited and not given
to influence your judgment. In such circumstances, you may accept an inexpensive
gift on behalf of NCR; however, you must immediately notify your manager and
relinquish the gift to NCR.
Entertainment
Except when working with government employees, you may accept inexpensive meals
or other modestly priced forms of entertainment from outside parties as a
courtesy extended during the normal course of business. Employees who work with
government employees are responsible for knowing the local rules and regulations
regarding government employee buyer-and-seller relationships.
Bribes to Obtain or Retain Business
Providing favors, money, inappropriate gifts, or anything else of unusual or
expensive value to obtain or retain business may be considered bribery. Bribery
violates NCR policy and the laws of many of the countries where NCR conducts
business. You may not accept or give bribes in any form - regardless of whether
this is culturally acceptable.
For more information about conflicts of interest and NCR, please see Corporate
Management Policy 901: "Conflicts of Interest." For additional guidance, please
see Questions and Answers or Your Responsibilities. For training on this topic,
please see Ethics Alert Newsletter - "Conflicts of Interest".
For more information about NCR's position on gifts, entertainment, and favors,
please see Corporate Management Policies 904: "Standards for Business Conduct
(Foreign Corrupt Practices Act)," and 901: "Conflicts of Interest." For
additional guidance, please see Questions and Answers or Your Responsibilities.
For training on this topic, please see Ethics Alert Newsletter - "Conflicts of
Interest". The Law Department and Global Indirect Procurement can provide
further information.
NCR employees involved in government contracts should seek further guidance
regarding gifts, entertainment, and favors from the Law Department.
PROTECTION OF COMPANY ASSETS
Company Funds and Property
All NCR associates are responsible for protecting company assets from loss,
theft, or unauthorized uses. Company assets include trademarks and service
marks; company time; money and charge cards; land and buildings; records;
vehicles; equipment, including fax machines, copiers, and telephones; computer
hardware and software; Internet, intranet, and other networks; scrap and
obsolete equipment.
NCR's electronic information exchange systems are to be used in the furtherance
of NCR business only. Incidental use of NCR computer resources for purposes such
as Internet access may be permitted at management's discretion. No NCR
associates should use the electronic information exchange systems to espouse
personal, political, or religious views or to solicit support for any cause or
event. NCR has the right to review any material sent, received, or stored on its
electronic information exchange systems.
Corporate Opportunities
All NCR associates are prohibited from taking for themselves personally
opportunities that are discovered through the use of corporate property,
information or position; using corporate property, information or position for
personal gain; and competing with the company. Associates owe a duty to the
company to advance its legitimate interests whenever the opportunity to do so
arises.
Proprietary Information
Proprietary information is knowledge that NCR has determined must not be
disclosed to others, except as required by law or as permitted by company
policy. Proprietary information includes all non-public information that might
be of use to NCR's competitors, or harmful to the company or its customers such
as, among other things:
. Research and development, including inventions, patent applications,
and engineering and laboratory notebooks;
. Employee, customer, stockholder, and supplier information;
. Network management information;
. Confidential manufacturing processes or procedures;
. Business strategies and results, information about unannounced
products or services, concepts and designs, marketing plans, pricing,
and financial data;
. Confidential organizational information, including organizational
charts;
. Confidential information NCR obtains from third parties;
. Information concerning potential acquisitions or divestitures; and
. Company financial outlooks and projections.
Disclosure of proprietary information could damage NCR competitively or
financially. In some cases, its release could also embarrass our associates,
customers, suppliers, or partners. Disclosure may also be prohibited simply
because the information
belongs to others and NCR has agreed to keep it private. When a legitimate
business need to disclose proprietary information outside NCR arises, a legally
binding non-disclosure agreement may be appropriate. Consult the Law Department
in these situations.
Accuracy of Company Records
NCR must have accurate and complete records to meet financial, legal, and
management obligations. This information is used to fulfill our obligations to
customers, suppliers, shareholders, associates, and government agencies. Company
records include general and subsidiary ledgers, employee and payroll records,
vouchers, customer invoices, time reports, contracts, billing records, benchmark
and measurement data, employee and customer survey results, performance and
production records, and other essential data for financial and business
decisions. You should follow the company's internal controls and procedures to
ensure that (1) all transactions are properly authorized; (2) NCR's assets are
safeguarded against unauthorized or improper use; and (3) all transactions are
properly recorded and reported in accordance with NCR's policies.
Financial Reporting
NCR expects ethical conduct in the practice of financial management and requires
its Chief Executive Officer and all of its finance and administration employees
to affirm annually their compliance with NCR's Code of Conduct and the Code of
Ethics for Finance and Administration Employees. NCR's financial reporting must
be timely, accurate, and supported by appropriate underlying records and
documents. Moreover, all information required to be disclosed by the company in
the reports that it files or submits to the United States Securities and
Exchange Commission must be properly recorded, processed, summarized and
reported to NCR's senior management as appropriate to allow timely decisions
regarding required disclosure. Senior financial management should be informed of
all material non-financial information, as well as financial information,
impacting NCR.
The Corporate Finance & Accounting Policy Manual and the Finance &
Administration section of the Corporate Management Policy Manual provides
detailed information specific to protecting NCR's information and other assets.
Employees should be familiar with all policies, but specifically with Corporate
Finance & Accounting Policies 112: "Signature Authorization for Expenditures,"
and 1402: "Protecting Information Within NCR." Additionally, refer to the
Corporate Finance & Accounting Policy Manual's 1800 Series of policies regarding
Internal Accounting Control (IAC). NCR's commitment to the highest standards of
integrity is further evidenced through compliance certification of its Chief
Executive Officer and its financial organization employees at www.fei.org. For
additional guidance, please see Questions and Answers or Your Responsibilities.
The Chief Financial Officer's organization (937-445-7801) can be contacted for
more guidance.
Investment Rules and "Insider Trading"
Securities laws and NCR policy prohibit associates from trading, directly or
indirectly, in NCR securities while in possession of material inside information
about the company. This prohibition also includes trading the securities of
other publicly held companies on the basis of material inside (or non-public)
information. It is also illegal and against company policy to "tip" others by
disclosing material inside information about NCR or another company to your
friends, family members, or other third parties.
Material inside information is generally defined as any information that has not
been widely disclosed to the public and is likely to influence an investor to
buy, sell, or hold NCR stock. Material inside information can take many forms.
Examples include acquisition or divestiture plans; actual or projected financial
information; new contracts, products, or discoveries; major organizational
changes; or other business plans. Keep in mind that often your job may provide
you with material inside information about a company other than NCR. To comply
with NCR's insider trading policy you should (1) never provide material inside
information about NCR to others who might buy or sell stock based on that
information; (2) take precautions to restrict access to material inside
information about NCR or another company to those associates who "need-to-know"
that information for business reasons; (3) avoid advising or encouraging another
person to trade in a company's stock if you have material inside information
about that company; and (4) never buy or sell NCR securities or another
company's publicly traded stock while in possession of material information that
has not been released to the public.
Because violations of insider trading securities laws can result in serious
financial and criminal penalties, NCR's policy also prohibits certain
transactions to avoid even the appearance of impropriety. First, because of the
nature of their positions within NCR, certain NCR associates ("restricted
insiders") may not purchase or sell NCR securities during defined "blackout
periods" before and after the announcement of the company's annual and quarterly
earnings results unless such trades occur under a company-approved, pre-arranged
trading plan. This restriction includes changing your investment direction in
the Employee Stock Purchase Plan (by increasing or decreasing the amount of NCR
stock you purchase) or the company's Savings Plan (by investing more or less
money in NCR securities) during a blackout period. Second, all NCR associates
are prohibited from trading in NCR derivative securities at any time. Derivative
securities generally include "put" and "call" options (publicly available
"rights" to sell or buy securities within a certain number of months at a
specified price) and "short sales" (selling borrowed securities which the seller
hopes can be purchased at a lower price when they are due for delivery).
Finally, associates cannot engage in any transaction where they may profit from
the short-term speculative swings in the value of NCR securities.
For additional information regarding NCR's insider trading policy, please see
Corporate Management Policy 922: "Trading in NCR Securities,". For additional
guidance, please see Questions and Answers and Your Responsibilities.
Additionally, the Law Department can provide further guidance.
CONDUCT IN THE MARKETPLACE
NCR and its associates should endeavor to deal fairly with the company's
customers, suppliers, strategic partners, employees and competitors. This means
that we will not take advantage of anyone through misrepresenting facts,
manipulation, fraud, abuse of confidential information, or any other unfair
practice.
Private-Sector Customers
NCR can succeed only by exceeding customer expectations with our products and
services and by fulfilling our commitments.
Government Customers
Special care must be taken when dealing with government customers. Activities
that might be appropriate when working with private-sector customers may be
considered improper and even illegal when dealing with government employees.
For additional information, employees who work with the U.S. government should
consult the NCR Corporate/Personal Integrity Program (C/PIP) manual. Employees,
including those who work with other governments, may also contact the Law
Department for more information.
Suppliers
NCR chooses suppliers based on merit, taking into account factors such as price,
quality, delivery capability, technology, design and reputation for service and
integrity.
Reciprocal Agreements
It is NCR policy to refrain from entering into reciprocal buying or selling
arrangements - i.e., an agreement that a first party will buy from the second
party, on the express condition that the second party will buy from the first
party.
For additional information about relationships with NCR customers and suppliers,
please see Corporate Management Policies 901: "Conflicts of Interest," 104:
"Multinational Marketing," 904: "Standards for Business Conduct (Foreign Corrupt
Practices Act)," 905: "Product Promotion Material," 913: "Contracts", 1016: "NCR
Multinational Account Marketing Policy - Intellectual Properties", and CFAP 815,
Global Procurement Policy." In addition, the Purchasing and Supplier Relations
(Global Indirect Procurement) manual can provide additional counsel. For
additional guidance, please see Questions and Answers and Your Responsibilities.
Competitors
Many countries have antitrust or competition laws designed to benefit consumers
by promoting competition. While varying in scope, these laws prohibit
monopolization and illegal agreements among competitors. NCR's policy is to
comply with the antitrust and competition laws of all countries where we do
business.
Copyrights and "Fair Use"
International copyright laws protect original expression such as written
materials, works of art and music. These laws prohibit the unauthorized
duplication, distribution, display, and performance of protected expressions. In
particular, NCR employees should be careful to avoid using unlicensed software,
which would constitute copyright infringement. Copyright infringement can result
in legal penalties for our company and for individuals.
For more information about copyrights and NCR, please see Corporate Management
Policy 906: "Copyright Policy."
GLOBAL COMMERCE
Export Controls
High-tech companies such as NCR must be concerned with export control laws
regulating the export and re-export of its products. As a U.S. company, NCR must
be particularly aware of U.S. export controls. Under export control laws,
hardware, software, and technical information may be controlled when shipped,
carried, or transmitted from one country to another, or even when released
within one country to a citizen of another country. All forms of communication
(e.g. telephone conversations, faxes, electronic mail, etc.) that contain
technical information, when sent to another country or to a citizen of another
country, may also be considered a controlled export.
Export control laws are relevant to NCR sales organizations and others that
support the sales process since they may restrict the customers or countries to
which our products may be sold.
Export laws typically require consideration of the following questions:
1. What is the commodity, software, or technical information to be
exported?
2. Where will the product be exported?
3. Who is the intended end-user?
4. How will the product be used?
The Corporate Export Compliance organization is responsible for coordinating
NCR's compliance with export control laws. In addition, all organizations are
responsible for designating an Export Compliance Manager to implement NCR's
export compliance program within their organization.
For more information about export controls and NCR, please contact the Corporate
Export Compliance organization at 937-445-2070, and see Corporate Management
Policy 919: "Export Control Compliance." For additional guidance, please see
Questions and Answers or Your Responsibilities. For training on this topic,
please go to the Learning at Work website and select "Export Compliance".
Import Laws
Most countries, including the United States, have laws controlling imports and
regulating import duties on merchandise imported into that country. These laws
typically govern what can be imported into the country, how the articles must be
marked, how the imported merchandise must be valued, and what duties must be
paid. NCR's compliance with import laws is coordinated through the Corporate
Import/Export Compliance organization. All organizations that are involved in
import activities should designate an Import Compliance Coordinator within their
organization.
For more information about import controls and NCR, please contact the Import
Compliance organization at 937-445-1131, and see Corporate Management Policy
917: "Import Compliance".
International Economic Boycotts
As a U.S. company, NCR must comply with U.S. regulations prohibiting the
participation in economic boycotts not condoned by the U.S. government, such as
the Arab League boycott of Israel. NCR must report to the U.S. government any
boycott-related requests it receives, even if NCR refuses to honor the request.
Boycott-related requests can be received orally or in bid invitations, tender
documents, purchase orders, contracts, letters of credit, shipping documents, or
other written communications.
U.S. anti-boycott regulations prohibit NCR from:
. Refusing to do business with a boycotted country, its nationals, or
its businesses;
. Discriminating for boycott purposes against any person on the basis of
race, religion, sex or national origin;
. Furnishing information about NCR's business relationship with a
boycotted country, its nationals, or blacklisted companies or persons;
. Furnishing for boycott purposes information about any person's race,
religion, gender, national origin, or charitable activities;
. Implementing or honoring letters of credit containing prohibited
boycott conditions.
For more information about NCR's anti-boycott policy, please see Corporate
Management Policy 903, "Anti-boycott Law Compliance." For additional guidance,
please see Questions and Answers or Your Responsibilities.
Foreign Corrupt Practice Act (FCPA)
As a U.S. company, NCR must comply with the provisions of the U.S. Foreign
Corrupt Practice Act. The FCPA prohibits NCR from providing or promising money
or anything of value to government officials outside the United States for the
purpose of obtaining or retaining government business. (Such conduct is also
prohibited within the United States under other U.S. laws, including criminal
statutes.) It is equally impermissible to use an intermediary (such as an agent)
to provide such payments. To ensure that payments are legitimate, the FCPA
requires NCR to maintain accurate and complete accounting records.
Minor payments to government officials to expedite the performance of routine
governmental actions (sometimes referred to as facilitating payments) are not
prohibited under the FCPA. Because the line between a facilitating payment and a
violation of the law may not be clear, you should check with the Law Department
before making any such payments.
For more information about NCR policy and the provisions of the U.S. Foreign
Corrupt Practices Act, please see Corporate Management Policy 904: "Standards
for Business Conduct (Foreign Corrupt Practices Act)." For additional guidance,
please see Questions and Answers or Your Responsibilities. For training on this
topic, please go to the Learning at Work website and select "Foreign Corrupt
Practices Act" or see Ethics Alert Newsletter - "Foreign Corrupt Practices Act".
ENVIRONMENT/OCCUPATIONAL SAFETY & HEALTH/PRODUCT SAFETY
Environment
It is NCR's policy to comply with applicable laws and regulations related to
protecting the environment and to minimize undesirable environmental impacts
from our business operations.
For more information about environmental protection and NCR, please see
Corporate Management Policy 608: "Environmental Protection."
Occupational Safety & Health
It is NCR's policy to comply with applicable health and safety regulations
related to protecting human health and providing working conditions that are
free from recognized hazards that may cause death, physical harm, or illness.
For more information about health & safety and NCR, please see Corporate
Management Policy 602: "Occupational Safety & Health."
Product Safety
NCR is committed to providing products that are safe for our customers to use
and that comply with applicable laws and accepted industrial and governmental
standards.
For more information about product safety and NCR, please see Corporate
Management Policy 1303: "Product Certification and Compliance."
For more information about specific environmental, health and safety related
initiatives, please contact your local or business unit Environmental & Safety
Manager or the Corporate Environment/Occupational Safety & Health/Product Safety
organization at 937-445-3017. For additional guidance, please refer to Questions
and Answers or Your Responsibilities, or contact the Law Department.
COMMUNITY ACTIVITY
Charitable Contributions
Around the world, NCR encourages employees to participate in charitable
organizations and community activities. Employees should ensure, however, that
no conflict of interest, either actual or potential, exists between their NCR
employment and their duties in public or civic affairs, whether elective or
appointed, paid or voluntary. While NCR employees are encouraged to become
actively involved in community activities, all employee participation, whether
in the form of time, money, or other resources, must always be voluntary.
Political Contributions
NCR supports associate participation in the political process, for example,
voting in elections or making personal contributions to support candidates or
parties of their choice. Associates may express their views on government,
legislation, and other matters of local and national interest. Such activities,
however, must be undertaken on an associate's own time and expense. Further, NCR
will not dictate to an associate or anyone else which political party or view to
support. Under no circumstances will any associate be compensated or reimbursed
for personal political contributions or be given or denied employment or
promotion as a result of making, or failing to make, a political contribution.
In many countries where NCR does business, laws prohibit NCR from making direct
or indirect contributions to a political party or candidate in connection with a
government election. This includes contributions in the form of cash, goods,
services, loans, property, or the use of NCR's facilities. (In the United
States, this prohibition is not intended to interfere with NCR's administration
of the NCR Citizenship Fund, which accepts voluntary personal contributions from
eligible, salaried employees). As a result, do NOT (1) commit company funds or
other assets to political candidates, parties or other political activities,
including public policy initiatives or referendums, without the prior approval
of NCR's Vice President, Government Affairs; (2) provide or promise money or
anything of value to a government official to obtain or retain business; or (3)
permit company facilities or equipment to be used for political activities
without the prior consent of NCR's Vice President, Government Affairs.
The NCR Government Affairs office in Washington, D.C., can provide further
guidance about political activity in the United States and the European
Community, and can be contacted at 202-347-6745. For additional guidance, please
see Questions and Answers or Your Responsibilities. For information about
political activities in other countries, contact the Law Department.
IN SUMMARY
Every NCR employee is responsible for upholding NCR Shared Values and following
this code of conduct. In living up to this responsibility, we may sometimes want
the help of others in our decision-making. Most often, your manager will be your
best
source for counsel; however, there may be times when you require input from
others. In addition to contacting those persons or organizations referred to
throughout the code (including the Law Department, the Ethics & Compliance
Office, and Corporate Security), questions or concerns about business practices
and behaviors can be clarified through NCR AlertLine.
NCR AlertLine
In the U.S., dial 1-888-256-5678.
Outside the U.S., call AT&T Direct; once you have accessed AT&T Direct, dial
888-256-5678.