Code of Business Conduct and Ethics - Micron
Code of Business Conduct and Ethics - Micron
Code of Business Conduct and Ethics - Micron
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18<br />
Q<br />
A supplier’s sales<br />
representative <strong>of</strong>fers to<br />
take you to dinner at your<br />
favorite restaurant, but<br />
there is a catch to the <strong>of</strong>fer.<br />
He says he will only take<br />
you if you help him make<br />
his case to the rest <strong>of</strong> the<br />
procurement team. Since<br />
the dinner is probably <strong>of</strong><br />
reasonable value, can you<br />
accept it?<br />
A<br />
No, because there is a “quid<br />
pro quo” – a Latin expression<br />
meaning “something for<br />
something.” The sales<br />
representative will only<br />
take you to dinner if he gets<br />
something in return. Even<br />
though this may seem like a<br />
small matter, these<br />
quid pro quo arrangements<br />
are<br />
on the list <strong>of</strong> conflicts that<br />
are “always wrong.”<br />
Company <strong>of</strong>ficers are subject to the same policy but should disclose information<br />
regarding the conflict <strong>of</strong> interest directly to the Chief Executive Officer for his review<br />
<strong>and</strong> approval. Directors are subject to certain laws, rules <strong>and</strong> regulations <strong>of</strong> the U.S.<br />
Securities <strong>and</strong> Exchange Commission <strong>and</strong> are affected by listing st<strong>and</strong>ards <strong>of</strong> the<br />
NASDAQ Stock Market LLC governing related-party transactions <strong>and</strong> independence.<br />
As a result, directors are expected to disclose all conflicts <strong>of</strong> interests in advance <strong>and</strong><br />
receive approval prior to engaging in a transaction involving a conflict <strong>of</strong> interest<br />
from either the Company’s Board <strong>of</strong> Directors or a committee there<strong>of</strong>. The<br />
Compliance Officer will meet periodically with Company <strong>of</strong>ficers, Site Managers<br />
<strong>and</strong> Department Managers to discuss conflicts <strong>of</strong> interest issues <strong>and</strong> actions taken<br />
pursuant to the policy.<br />
Receiving Gifts And Entertainment<br />
<strong>Business</strong> gifts <strong>and</strong> entertainment can build goodwill, but they can also make it<br />
harder to be objective about the person or entity providing them. In effect, gifts <strong>and</strong><br />
entertainment can create their own “conflicts <strong>of</strong> interest.”<br />
Some departments <strong>and</strong> business units have more restrictive st<strong>and</strong>ards on gifts<br />
<strong>and</strong> entertainment. Team members must be careful not to accept any gift or<br />
entertainment that violates such st<strong>and</strong>ards. For example, the Purchasing & Materials<br />
Department has established more stringent conflicts <strong>of</strong> interest <strong>and</strong> gift policies for<br />
team members dealing with Company suppliers. More information on the Purchasing<br />
& Materials Department policies is available on the MERC.<br />
“Gifts <strong>and</strong> Entertainment” means anything <strong>of</strong> value, including discounts, loans,<br />
cash, favorable terms on any product or service, services, prizes, transportation,<br />
use <strong>of</strong> another person’s or company’s vehicles or vacation facilities, stocks or<br />
other securities, participation in stock <strong>of</strong>ferings, home improvements, tickets or gift<br />
certificates. The potential list is endless <strong>and</strong> these are just a few examples.<br />
The following should guide you <strong>and</strong> your close relatives in the area <strong>of</strong> gifts <strong>and</strong><br />
entertainment. Gifts <strong>and</strong> entertainment <strong>of</strong>fered to <strong>Micron</strong> team members <strong>and</strong> their<br />
close relatives fall into three categories: “Usually OK,” “Always Wrong,” <strong>and</strong><br />
“Always Ask.”<br />
USUALLY OK<br />
Some gifts <strong>and</strong> entertainment are insignificant enough in value that they do not<br />
require approval. At <strong>Micron</strong>, gifts or entertainment <strong>of</strong> reasonable value may be<br />
accepted (as long as they do not fall into the “Always Wrong” category). For<br />
example, the following items from a supplier, customer or other business partner<br />
typically would not require approval provided such items are <strong>of</strong> reasonable value:<br />
• Meals;<br />
• Sports, theatre <strong>and</strong> other cultural events; or<br />
• Other reasonable <strong>and</strong> customary gifts <strong>and</strong> entertainment.<br />
Similarly, accepting promotional items <strong>of</strong> nominal value (such as pens, calendars,<br />
c<strong>of</strong>fee mugs, etc.) generally does not require approval.