Code of Business Conduct and Ethics - Micron

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