The Xerox Ethics and Compliance Governance Board, a committee of 19 senior executives from business units and corporate functions, integrates the company’s ethics and compliance program into all worldwide business operations. The Board, through the Chief Human Resources and Ethics Officer, reports to the President of Corporate Operations and the Audit Committee of the Board of Directors.

Key components of the ethics and compliance program include:

• Global Code of Business Conduct for all employees.
• Annual CEO message on business ethics distributed to all employees.
• Annual certification that senior managers are in compliance with the Code of Business Conduct and have processes in place to support the ethics and compliance program.
• Annual acknowledgment by all employees of the Code of Business Conduct.
• Periodic training for all employees on the Code of Business Conduct and supporting policies.
• Ethics Helpline, accessible toll-free from anywhere in the world, plus the capability to file reports in multiple languages on the Xerox Ethics Helpline Website, in addition to direct e-mail access to the Ethics Office.
• Monthly ethics survey to a random sample of employees, conducted in eight countries.
• Ethics Web site, newsletters and company Intranet postings.

The Ethics Office has a formal, consistent method for assessing alleged violations and complaints and directing them to the appropriate functional areas for investigation, resolution and closure.

Activity of the Business Ethics and Compliance Office

Note: Since some cases involve the dismissal of more than one individual, data in the above table cannot be used to calculate the percentage of cases involving dismissal.

Allegations of Ethics Violations (Percentage of Occurrence)

While the Ethics Office can respond to many cases right away or take action simply after clarification or guidance, about 17% of incoming cases (three-year average) involve an allegation of wrongdoing and require investigation. In 55% of the investigations, at least some part of the allegation is substantiated. All of these cases result in some sort of disciplinary action – counseling, training, warning letter, job reassignment, financial penalty and, in some cases, dismissal from the company. In addition to disciplinary action, resolution of many cases may also involve changes in process or policy to prevent future occurrences.

Xerox Recognized for Ethical Behavior

For the third year in a row, Xerox has been recognized by Ethisphere, a think-tank dedicated to the creation, advancement and sharing of best practices in business ethics, corporate social responsibility, anti-corruption and sustainability, as one of the

world’s most ethical companies. The listing highlights meaningful ethical business practices that go well beyond legal and include innovative ideas that contribute to the public well-being. Companies were measured against seven distinct categories: corporate citizenship and responsibility; corporate governance; innovation that contributes to the public well-being; industry leadership; executive leadership and tone from the top; legal, regulatory and reputation track

record; and internal systems and ethics/compliance program. According to Ethisphere, “Xerox has proven to be one of the world leaders in upholding high ethical standards, making it a true standout in its industry, especially as unethical business actions and decisions grab headlines each day. Xerox recognizes that being ethical is not only the right thing to do, it is also good business practice and leads to more successful and profitable operations.”