Framework

Independence of the Board

The Board comprises a substantial majority of Directors who qualify as independent Directors and there is an independent Chairman. The Board will make a determination as to each Director’s independence, broadly considering all relevant facts and circumstances. However, the Board has adopted categorical standards to assist it in making the independence determination. Under these categorical standards, a Director shall not have a material relationship with Xerox or any of its consolidated subsidiaries, and thus be presumed to be independent.

Board Membership Criteria

The ultimate responsibility for the selection of new Directors resides with the Board. The Corporate Governance Committee reviews candidates for election as Directors and annually recommends a slate of Directors for approval by the Board and election by the shareholders.

The Board requires that a substantial majority of its members shall consist of independent Directors. Any management representation should be limited to top Xerox management. Nominees for Director are selected on the basis of, among other things, broad perspective, integrity, independence of judgment, experience, expertise, diversity, ability to make independent analytical inquiries, understanding of Xerox’s business environment and willingness to devote adequate time and effort to Board responsibilities. Members should represent a predominance of business backgrounds and bring a variety of experiences and perspectives to the Board.

For more information, visit:
https://www.xerox.com/en-us/about/corporate-social-responsibility/guidelines

Xerox aims to be a role model in ethical behavior and business practices, nurturing a culture of integrity, openness and inclusion. The Company's Board of Directors is 90 percent independent Xerox people worldwide are well aware of and respectful of Xerox's Code of Business Conduct, available in 19 languages. The Xerox corporate governance guidelines reflect the Board's commitment to monitor the effectiveness of policy and decision-making both at the Board and management level, with a view to enhancing long-term shareholder value.

Corporate Social Responsibility

The Corporate Governance Committee of the Board of Directors has oversight of corporate social responsibility. The Committee reviews significant shareholder relations issues and environmental and corporate social responsibility matters, and ensures that our actions align with our core values and priorities for citizenship.

Read more about Corporate Governance at www.xerox.com/governance.

The CSR Council, comprising senior executives who manage a specific CSR topic area, has centralized oversight of the corporation’s management approach, including policies, goals, strategies and actions to drive progress. Each senior executive works with individuals that have expertise and experience in a specific topic area. An individual from the Staff of the CEO participates in all Council Meetings to provide direction and guidance.

The primary mission of the CSR Council is to drive strategies with a customer-centric impact across Xerox globally to advance our legacy of leadership in corporate citizenship. Actions taken meet the expectations of our stakeholders, including customers, employees, investors, regulators and communities worldwide. In 1946, CEO Joseph C. Wilson established our core values that have stood the test of time and align with the Social Development Goals (SDGs). We will continue our efforts to bring our operations and those of our customers closer to goal achievement.

Xerox Values

Since our inception, we have operated under the guidance of six core values:

• We succeed through satisfied customers.
• We deliver quality and excellence in all we do.
• We require premium return on assets.
• We use technology to develop market leadership.
• We value and empower employees.
• We behave responsibly as a corporate citizen.

The governance model employs forward thinking, an awareness of current and trending stakeholder requirements and knowledge of industry best practices. We advance our CSR agenda using the expertise, skills and passions of our employees and the historical knowledge acquired from years of striving for CSR excellence.

Assuming a lead role in sustainability requires a focused approach to drive the greatest value to our stakeholders and company. We utilize a materiality assessment to prioritize our activities. Corporate policies and procedures pertaining to CSR include:

• Code of Business Conduct
• Corporate Environment, Health, Safety and Sustainability (EHS&S) policy
• Non-Discrimination Policy Finance Code of Conduct Online Privacy Policy
• Disclosure Policy

Tracking of External Developments

The Office of Global Government Affairs is responsible for tracking external developments, including climate change policy, and for determining if they are likely to affect Xerox products and operations. Through trade associations and partnerships, EHS&S tracks applicable regulations and policy changes that may affect the company. We develop processes, new technologies and products to counter the risks associated with external changes.

Our major operating units and key corporate functions (e.g., Risk Management, Real Estate) also are responsible for evaluating, monitoring and managing within their respective businesses site-specific risks that potentially affect Xerox’s ability to achieve its overall business objectives. The Business Continuity Assurance Process ensures business units prepare for environmental risks.

Standards and Programs

Standards are the means to implement our policies and guide employees and suppliers in complying with corporate policies. These worldwide principles, such as those for environment, health and safety, apply across Xerox and establish specific requirements for products, services and operations. We also have company-wide programs, such as Zero Injury, to engage employees worldwide.

Supply Chain Management

As a critical element of supply chain governance, we extend environment, health and safety requirements across our supply chain. Since 1998, we have asked our materials, electronics and component suppliers to meet specific criteria. Since 2006, we continue to be an active member in the Responsible Business Alliance’s (RBA) Code of Conduct to broaden our means for validating that suppliers are operating according to accepted industry standards. As an RBA member, we assess our own facilities, as well as suppliers, using established auditing protocol. For more information, see the Supplier Relations section of this report.

Our Stakeholders

We communicate with stakeholders on corporate social responsibility matters. Stakeholders include employees, customers, investors, universities, government agencies and special interest groups. The following stakeholder engagements are a few of the ways we deliver on our commitment.

Focus — Our World: Regulators, Public Policymakers and Influencers

How We Engage

• We work with governments, others in our industry and the broader business community to advocate for public policies that support our business goals and expanded economic opportunity for all people globally. We do this directly through the Office of Global Government Affairs, which represents Xerox to federal, state and local governments throughout the U.S. and foreign governments around the world, and indirectly through various coalitions and trade associations.

Examples

• As a participant in the Coalition against Counterfeiting and Piracy, we play a role in combating theft of intellectual property and manufacturing “knock-off” products.
• We are passionate about programs that further American students’ access to science, technology, engineering and math (STEM) curricula.
• Our senior managers play a leadership role in various organizations, such as the Business Roundtable and U.S. Chamber of Commerce. These organizations develop and promote policies considered important to our public policy interests and operations.

Focus — Our Communities

How We Engage

• Employees contributed their time and talents in hundreds of community-related projects worldwide.

Examples

• Xerox Community Involvement Program (XCIP) invested $778,375 in 344 non-profit organizations across the U.S. Since the program began in 1974, thousands of Xerox people have participated in projects that make their hometown a better place.
• Xerox researchers and scientists participate in the Xerox Science Consultant Program, which sends our people into elementary schools to teach science and to ignite interest in science as a career.
• Xerox Canada mobilized their WeCAN employee giving campaign raising more than $500,000 to feed those in need and support programs giving kids a healthy start.

Focus — Our People

How We Engage

• Culture survey
• Ethics hotline
• Open-door policy
• Global webcasts
• Town hall meetings
• Employee roundtables
• Internal social networks and knowledge sharing
• Affinity groups

Examples

• In 2017, the CEO conducted several country visits, employee roundtables, employee town halls and employee webcasts.
• Global Talent@Xerox provides employees with tools to manage their performance and development. Its sister application, Global Careers@Xerox, provides our internal talent pool with visibility to current job openings.
• Global access to learning and career development: annually, our employees and authorized partners launched approximately 1 million learning resources.
• Xerox employees and authorized partners have global access to a collection of thousands of learning resources, including videos, online classes and digitized books.
• XstreamVideo, our video-sharing platform, contains more than 10,000 videos created by Xerox employees, increases workforce engagement, enables our people to identify and promote innovative solutions and accelerates adoption of successful business strategies.
• Learning with curated resources target specific employee needs, aligned to our workforce development strategy.
• Yammer, a private microblogging network, enables our employees to connect and collaborate with their colleagues in open or private groups. Since its launch in 2010, nearly 12,600 employees have joined the network.
• Leading@Xerox enables the targeted development of leaders and managers at all levels through curated collections of internal and external learning resources, including videos, courses, online books, and audio books.

Focus — Our Customers

How We Engage

• Customer relationship surveys
• Transactional surveys
• Tracking customer satisfaction
• Social media
• Xerox Customer Community and Forum
• Our blogs and social media platforms
• Xerox Corporate Focus Executive Program
• Customer Care Officer of the Day
• Customer personalized portal offering

Examples

• Customer support offers social engagement, enhancing the online support experience. The Customer Support forum provides a peer-to-peer environment for customers and other industry professionals to post and respond to discussion threads about Xerox equipment and software. With thousands of registered members and more than half a million message views per month, customers can resolve printing issues and participate in conversations about Xerox products in a 24/7 online community.
• The “At Your Service” blog shares bi-weekly articles on product features and usability tips and tricks to enhance the value-add of our devices.
• ”@XeroxSupport” on Twitter helps customers by sharing tips and tricks, engage in the social community and shares notifications of information in a timely manner.
• MySupport portal is a customizable secure portal that displays the customer’s fleet of products. This allows for one-click access to drivers, documentation and our award-winning support knowledge base as well as meter information and supply usage information for Xerox networked devices. Customers can also sign up to receive notifications of new drivers, security alerts, software updates and support bulletins. Placing a service call online is easy with the autofill form and checking on the status of the request is just a click away.
• Customer Satisfaction surveys help us identify and meet customers’ needs and expectations for a flawless web experience. From updates to our product knowledge to newly designed support pages, we appreciate the feedback and try to respond and implement changes in a timely manner.
• The Xerox Support YouTube channel offers helpful “How To” videos on several of our products and software offerings.

Focus — Our Suppliers

How We Engage

• Routine business reviews with key suppliers.
• Assess supplier performance against the Responsible Business Alliance (RBA) code of conduct.
• Annual communication of Xerox supplier code of conduct to supplier base and Xerox purchasing staff located in regions where suppliers are located.
• Inclusion of small and diverse businesses through our Supplier Diversity Program.

Examples

• Achieved the Chartered Institute of Procurement and Supply Platinum Certification globally.
• Xerox holds executive sponsored reviews with key suppliers quarterly or semi-annually.
• Since 2010, Xerox has conducted over 350 compliance reviews and audits with Xerox Suppliers to ensure compliance with the RBA Code of Conduct.
• A letter is sent annually to all active suppliers reaffirming our commitment and supplier expectations regarding the RBA Code of Conduct.
• Xerox Global Procurement has approximately 140 purchasing employees located in Asia, 60 employees in Western Europe and over 100 located in North America.
• All Global Procurement personnel are members of the Institute of Supply Management (ISM) and are encouraged to take advantage of the resources and professional certifications, such as the Certified Professional in Supply Management (CPSM).
• Xerox is a regional corporate member of the NY/NJ Minority Supplier Development Council and a national corporate member of the Women’s Business Enterprise National Council. Xerox spent over $300 million with U.S. Tier 1 diverse and small businesses in 2017.

Focus — Our Shareholders

How We Engage

• Annual meeting of shareholders
• Quarterly teleconferences
• One-on-one investor briefings
• Annual investor conference
• Small group meetings
• Equity brokerage conferences

Examples

• Xerox executive leadership spoke with over 200 investors and analysts through meetings and phone calls.
• Xerox executives participated in seven brokerage conferences.
• Investors and analysts met with Xerox leaders at the Print 17 trade show in Chicago.
• Xerox hosted small group meetings with current and potential investors in major markets, including Atlanta, Boston, Dallas, Houston, New York, San Francisco and Toronto.

Affiliations

To advance global efforts to improve the environment, Xerox partners with the following private and public organizations.

Topic	Organization
Currency Security	Coalition Against Counterfeiting and Piracy Central Bank Counterfeit Deterrence Group
Data Privacy	Canadian Personal Information Protection and Electronic Documents Act
Diversity	NAACP Legal Defense and Educational Fund A Better Chance National Urban League Minority Corporate Counsel Association Human Rights Campaign Inclusion Initiative National Minority Supplier Development Council (NMSDC) U.S. CEO Action for Diversity & Inclusion Women’s Business Enterprise National Council
Economic	Imaging Consumables Coalition of Europe Imaging Supplies Coalition Economic Committee for Economic Development, New York Economic Development Councils, Webster (NY) Chamber of Commerce, Rochester (NY) Chamber of Commerce, Norwalk (CT) Chamber of Commerce
Education	National Academy Foundation, For Inspiration & Recognition of Science & Technology (FIRST), Monroe Community College (NY), University of Rochester
Employee Benefits	American Benefits Council Employee Retirement Income Security Act (ERISA) Industry Committee Corporate Health Care Coalition
Environmental Management	ISO 14001 ISO 50001 Responsible Recyclers (R2) Certification for Electronics Recyclers
Export/Import	Transported Asset Protection Association (TAPA) Policy Tier 3 Member of U.S. Customs and Border Protection Customs-Trade Partnership Against Terrorism (C-TPAT); participant in E.U. Authorized Economic Operator (AEO) program
Government/Voluntary	U.S. EPA SmartWay Transport Partnership U.S. EPA WasteWise Conflict Free Sourcing Initiative (CFSI)
Policy and Advocacy	Business Roundtable Business Council of Canada Information Technology Industry Council (ITI) The Conference Board (U.S. and Canada) Digital Europe The Computing Technology Industry Association (CompTIA) National Association of Manufacturers U.S. Chamber of Commerce Tax Reform Coalition
Procurement	Chartered Institute of Procurement and Strategy (CIPS) Responsible Minerals Initiative (RMI)
Quality	ISO 9001 American National Standards Institute
Risk Management	COSO (Committee of Sponsoring Organizations of the Treadway Commission)
Science and Technology	Cornell Tech, Rochester Institute of Technology
Social Responsibility	Business for Social Responsibility (BSR) Corporate Eco Forum Eco-Patent Commons Responsible Business Alliance Sustainable Electronics Recycling International (SERI) Industry of Supply Management (ISM)

Materiality

Annually, we assess the Corporate Social Responsibility (CSR) topics that are of importance to our stakeholders and those where we can have the greatest economic, social and environmental impacts at local, regional or global levels. We followed the protocol specified in the Standards of the Global Reporting Initiative (GRI). We examined changing external factors, including regulations and standards, social challenges people face around the world, our evolving business model and the environmental impact of our products, services, processes and operations. Our assessment included an array of fact-finding forums, including interviews and workshops with internal stakeholders and Xerox leaders. We reflected on discussions with external stakeholders, as well as feedback from our employees and concluded:

• Managing operations responsibly across our value chain — from decreasing environmental impact and protecting customer privacy to promoting diversity and ensuring ethical behavior — remains a priority.
• Product, service and operations-related opportunities, such as improving energy efficiency and expanding access to technology, represent the leading areas where we can create value for society and for our business. Enhancing health, safety and labor conditions in our global value chain is among the most important ways we can drive sustainable development.

The following schematic illustrates the results of our materiality assessment.

Xerox CSR Materiality Matrix