Business Ethics and Compliance

Xerox has a long-standing commitment to conducting business with integrity. In fact, Xerox was named one of the “World’s Most Ethical Companies” by Ethisphere Magazine for the fifth consecutive year in 2011, an honor that we are quite proud of. Xerox’s current corporate Business Ethics and Compliance program was established in 2001 and is designed to foster the highest ethical standards among Xerox employees and those working on behalf of Xerox. It also aims to prevent, detect and address potential violations of Xerox’s Code of Business Ethics, associated company policies and applicable laws and regulations.

Xerox’s Business Ethics and Compliance program is led by Xerox’s Chief Ethics Officer. The Business Ethics and Compliance Office, through the Chief Ethics Officer, reports directly to the Senior V.P., General Counsel and Corporate Secretary who reports directly to Xerox’s CEO. Xerox’s Business Ethics Officer also has reporting responsibilities to the Audit Committee of Xerox’s Board of Directors.

The Xerox Ethics and Compliance Governance Board, a committee of senior executives from business units and corporate functions, integrates the company’s Business Ethics and Compliance program into all worldwide business operations. The Ethics Governance Board, which represents business and corporate organizations in Xerox and its subsidiaries, participates in quarterly meetings chaired by Xerox’s Business Ethics Office. Additionally, each Governance Board member has the following duties within their area of responsibility:

  • Establish a business ethics and compliance network.
  • Implement ethics training and education programs.
  • Ensure consistent enforcement of discipline policy.
  • Ensure that organization-specific policies are consistent with existing laws, Xerox Code of Business Conduct and other company policies.
  • Oversee and make recommendations for changes to Xerox policies including the Business Ethics & Compliance Office Charter (ETH 100).
  • Evaluate ethics and business conduct issues and trends to proactively address potential problems.
  • Attest annually that organizational ethics and compliance programs are effective and all employees have completed required business conduct training and acknowledgements.
Codes of Business Conduct

Xerox’s Code of Business Conduct is the bedrock of the company’s ethics and compliance program. It embodies and reinforces our commitment to integrity and helps Xerox people resolve ethics and compliance concerns consistent with our core values and legal and policy controls. Xerox’s Code of Business Conduct is available in 13 languages and accessible via the company’s internal and external websites. The Code is aligned to Xerox’s core values and covers policies and guidance on key topics, including sales and marketing activities, controllership, insider trading, bribery, nondiscriminatory employment practices, privacy rights, human rights and environmental stewardship. The Code also specifies employees’ obligations to report suspected ethical violations and reinforces Xerox’s strong “no retaliation policy.”

In addition to our global Code of Business Conduct applicable to all employees, Xerox also has a supplemental code of conduct for finance employees and a specific code of conduct for the Board of Directors. As a member of the Electronic Industry Citizenship Coalition, Xerox uses the Electronic Industry Code of Conduct (EICC) as our vendor code of conduct.

Key Components of Xerox’s Business Ethics and Compliance Program

Xerox’s Business Ethics and Compliance Program is made up of several elements carried out by corporate and business operations management and employees. At the start of every year, senior leadership’s commitment to business ethics and compliance is demonstrated by the distribution of a CEO message on business ethics to all employees. Annually, all employees are required to complete ethics training and acknowledge that they have read Xerox’s Code of Business Conduct. Additionally, all officers and senior managers must certify annually that they are in compliance with Xerox’s Code of Business Conduct and have processes in place to support the company’s Business Ethics and Compliance program.

Xerox promotes communications and awareness of its ethics and compliance program on the company’s Ethics & Policies website and in company Intranet postings. Periodic ethics surveys are conducted of employees in several countries to gauge the state of the company’s ethical culture and help us focus on areas for improvement.

Xerox provides a variety of channels for employees, suppliers and customers to report suspected ethical violations including phone, Internet reporting, e-mail and regular mail addresses. The Ethics Helpline is available globally 24 hours a day, seven days a week, via toll-free telephone numbers and includes a Web reporting tool with international language reporting capability. Xerox has contracted with an independent third party that specializes in helpline reporting with immediate electronic transfer of all reports to Xerox’s Business Ethics and Compliance Office for case management. Xerox strictly enforces a “no retaliation policy” to promote confidence in using the Helpline.

While the Business Ethics and Compliance Office can respond to many reports by providing guidance or taking immediate action after obtaining clarification, other reported cases that include allegations of wrongdoing require an ethics investigation. The Business Ethics and Compliance 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. Xerox’s Business Ethics and Compliance Office Charter includes a “Worldwide Assignment of Responsibility Matrix for Handling Potential Ethics Violations and Associated Penalty Guidelines” which comprehends possible ethics and compliance violations within each category of Xerox’s Code of Business Conduct. Ethics allegation matters that are substantiated, in whole or in part, 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’s Business Ethics and Compliance Office tracks all cases from initial reporting to closure. Additionally, the Business Ethics Office reports quarterly case activity and trends to the Business Ethics & Compliance Governance Board and the Audit Committee of the Board of Directors, including the number of matters reported, case categories, outcomes and disciplinary action.

Matters Reported to the Business Ethics and Compliance Office




Human resources 33% 31% 33%
Internal policy violations 8% 6% 5%
Fraud 6% 9% 10%
Misappropriation of assets 3% 6% 6%
External relationships (customers, agents, vendors, etc.) 28% 27% 23%
Conflict of interest 2% 1% 3%
Confidential information 1% 1% 1%
Accounting and financial reporting 4% 3% 3%
Policy inquiries 8% 6% 7%
Other 7% 10% 9%

1Due to current reporting systems, the 2010 figures do not account for ACS matters, but will be included in our 2011 reporting.