CompUSA 2013 Annual Report Download - page 78

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Company Representatives are required to avoid conflicts of interest, appearances of conflicts of interest and potential conflicts of interest. A
“conflict of interest” occurs when an individual’s private interest interferes in any way – or even appears to interfere -
with the interests of the
Company. A conflict situation can arise when a Company Representative takes actions or has interests that may make it difficult to perform his
or her Company work objectively and effectively. Conflicts of interest also arise when a Company Representative, or a member of his or her
family, receives improper personal benefits as a result of his or her position in the Company or has a personal interest in a transaction involving
the Company (beyond merely being a Company Representative). Company Representatives shall not allow any consideration such as the receipt
of gifts or financial interests in other businesses or personal or family relationships to interfere with the independent exercise of his or her
business judgment and work activities to the benefit of the Company. Company Representatives should not have significant ownership interests
in, or positions with, or financial or other involvements with, the Company’
s vendors, customers, or other third parties doing business with the
Company, without prior written disclosure to the Company and approval by the Company’
s Board of Directors or a Committee of the Board.
Company Representatives shall have no more than a one percent (1%) ownership interest in any public company that directly competes with the
Company. Loans to, or guarantees of obligations of, Company Representatives are prohibited unless permitted by law and authorized by the
Board of Directors or a Committee designated by the Board. If a Company Representative becomes aware of a potential conflict of interest he or
she must communicate such potential conflict of interest to the Company.
A “gift”
includes any tangible and intangible payment or gratuity such as cash, products, meals, or participation in or tickets to hospitality
programs, vendor sponsored events or conferences involving costs of more than $1,000 (including if paid for by a vendor or through MDF
monies) (“Hospitality Events”). A gift, which is by itself not of “excessive value”
may be, when aggregated with other gifts from the same
source, a gift that is of excessive value.
No gift may be offered or provided to any corporate or individual customer or potential customer unless the gift is not cash or cash equivalent
and also not of excessive value and is made for business purposes of the Company. No gift of any
value may be offered or made to any
government customer, government official or individual agent of a government customer. No gift, gratuity, incentive payment or award whether
in the form of cash or its equivalent, personal property, rebates or points awarded towards the entitlement to any of the foregoing (an “
Incentive
Award”)
may be specifically offered or provided to any purchasing agent or other employee of any corporate or government customer (a
“Purchasing Agent”) without the knowledge of such customer’
s management. The solicitation of gifts of any type by an employee is prohibited.
If a gift is offered to an employee, it must be considered separately depending on whether such gift is (a) cash or cash equivalent ((b) non-
cash
(including products, travel, entertainment, Hospitality Events, meals, personal services, etc.) or (c) gift cards, lotteries, raffles, funded coupons or
similar programs provided by third party vendors pursuant to marketing programs approved by the Company. The receipt of cash or cash
equivalent gifts (other than under approved gift card, lottery, raffles, funded coupon or similar programs) of any value is absolutely prohibited
and must be refused by the employee or surrendered to Eric Lerner, the Company’s Chief Compliance Officer. The receipt of a non-
cash gift or
permitted cash equivalent gift is permitted only if (a) the gift is not of excessive value, (b) the gift cannot be construed as a bribe, payoff or
improper inducement and (c) the gift is for a business purpose of the Company. Non-
cash gifts under vendor incentive programs, as well as gift
cards, funded coupons, lotteries, raffles, or similar programs under vendor incentive programs are only permitted if made pursuant to approved
marketing programs with the Company’s vendors, and otherwise pursuant to the Company’
s Vendor Incentive Program Policy. Hospitality
Events also must be approved pursuant to the Vendor Incentive Program Policy. In considering whether a non-cash gift is of “excessive value”
the Company will consider, among other things, the value of the non-
cash gift as well as the job responsibilities and annual compensation of the
gift recipient.
2
2.
Conflicts of Interest:
3.
Gifts, Incentive Awards and Relationships with Customers, Suppliers and Service Providers: