Code of Business Ethics
In our Code of Business Ethics, we have defined what is appropriate behavior and what is not - in other words, we have defined what we aspire to be collectively as a Company and what we expect of ourselves as individuals. Our Code of Business Ethics is based on our core values that guide us in our daily activities. It helps us make ethical business decisions. While our Code of Business Ethics says that we will comply with applicable laws and regulations where we do business, it is not only about compliance. Rather, our Code of Business Ethics describes how we, as a Company, relate to others as we conduct business around the world. It describes our core values, our principles, how we work together as employees, and how we respect diverse points of view, cultures and norms. It is also a reference guide that will help you locate relevant Company policies, and it provides information about how to seek help if you have an ethical concern. Who Stands Behind the Code of Business Ethics? Our Code of Business Ethics was approved and adopted by our board of directors. The board of directors, together with the chief executive officer and all of the Company's other leaders and employees, stand behind it. It is the expectation and intention of the Company that no waivers from any of the provisions of our Code of Business Ethics shall be sought or granted. A decision to grant such a waiver may be made only by the board of directors and any such decision shall be disclosed promptly and publicly as required by the United States Securities and Exchange Commission. Who Must Comply with Our Code of Business Ethics? All employees, officers and directors of International Paper and of the businesses we operate are expected to comply with our Code of Business Ethics. WHAT HAPPENS IF SOMEONE VIOLATES OUR CODE OF BUSINESS ETHICS? We are all responsible for living up to the high standards of ethical behavior set out in our Code of Business Ethics, and for being accountable in all we do. When one person fails to adhere to our Code of Business Ethics, it has the potential to reflect negatively on the entire Company, and that is why ethical behavior and personal integrity are the core of our culture. The Company investigates all reported violations of our Code of Business Ethics. Following the investigation, the Company takes appropriate remedial action, if necessary. What are Our Standards, Policies and Procedures?International Paper has developed standards of behavior, policies and procedures that set out the manner in which we conduct the Company's business. You will see that many of these policies are referred to in our Code of Business Ethics, along with statements summarizing our standards of business behavior. When taken together, they help us translate our ethical foundation and our core values into action, results and operational excellence. All International Paper employees are subject to the laws and regulations of the country or countries in which they reside and work. Our Code of Business Ethics and Company policies supplement national and local laws. Any questions concerning the relationship between our Code of Business Ethics, Company policies and national or local laws should be referred to the Legal department or to the HelpLine. Ultimately, the Company's ethics represent more than compliance with the law, regulations or policies. Our Code of Business Ethics is about the integrity we bring to our business practices, the way we develop our people, our focus on our customers and our commitment to operational excellence. Our ethics bind us together, just as they define us as a culture, as a Company and as a community of individuals. (Return to Top of Page)
United States antitrust and other countries' competition laws are quite complicated, and failure to adhere to these laws could result in significant penalties imposed on both the Company and the employees who violated the law. There are almost no circumstances under which agreements with competitors to fix prices, terms of sale, production output, or to divide markets or customers are allowed by law. In addition, attempts to discriminate in prices or terms of sale among our customers, or to otherwise restrict the freedom of our customers to compete, may sometimes be illegal. Legal issues may also arise if we refuse to deal with certain customers or competitors. Contact Points The Company's Legal department or the HelpLine (See Finding Assistance). These are the contacts you need for guidance and answers to questions about antitrust and competition issues.
(Return to Top of Page) Anti-Corruption and Bribery International Paper does business globally, and we honor the treaties and laws of the countries where we operate. Certain laws, such as the United States Foreign Corrupt Practices Act (FCPA), apply to the Company's global operations. The FCPA prohibits the Company, its employees, and third parties working on the Company's behalf from paying bribes, offering or promising to pay bribes, or authorizing the payment of money or anything else of value to government officials, employees of government controlled businesses, political parties or candidates in order to obtain an improper business advantage. In addition, we do not exchange illegal payments or bribes with any commercial party or individual. The FCPA contains very few exceptions to the prohibition against bribes, and other countries' laws may be even more stringent. Understanding when you are dealing with a government official or when a payment may be a legitimate payment rather than a bribe is critical to following the law, and you must always seek advice from the Legal department on these issues. If you are ever in a circumstance where you believe you are being asked to violate this provision of the Code, you must notify the Legal department or contact the HelpLine (see Finding Assistance).
The United States has strict export control laws prohibiting export sales to certain people, companies and countries from the United States and, in some cases, from our operations outside the United States. An "export" includes tangible exports, such as paper and packaging products, as well as intangible exports, such as electronic data and information that moves across international borders. The Company is prohibited by law from participating in restrictive trade practices or boycotts imposed by foreign governments against certain other countries or against any United States citizens or companies. These "anti-boycott" laws prohibit us from complying with any boycott not sanctioned by the United States government, or even furnishing information in furtherance of, or in support of, such a boycott. Requests to violate export restrictions or engage in boycotts, even if rejected, should be reported immediately to the Legal department or to the HelpLine (see Finding Assistance). WE ARE GOOD CITIZENS, PROTECT EMPLOYEE HEALTH AND SAFETY, AND MANAGE NATURAL RESOURCES IRRESPONSIBLY. Many International Paper employees participate actively in the political life of their respective communities, and the Company encourages that participation. However, employees may not use Company resources and assets for personal activities in support of their choice of political party, candidate or cause. Charitable Activities Similarly, International Paper supports community development throughout the world, funded in part by the International Paper Foundation which has its own charter as a non-profit organization and a board of directors. International Paper employees may contribute to these efforts, or may choose to contribute to organizations of their own choice. However, as with political activities, employees may not use Company resources to personally support charitable or other non-profit institutions not specifically sanctioned or supported by the Company. You should consult the Legal department or the Helpline (see Finding Assistance) if you have questions about permissible use of Company resources.(Return to Top of Page) Sustainability and Stewardship Health and Safety We are committed to providing a safe and healthy work environment. This means we operate our facilities in compliance with applicable health and safety regulations and laws, and our own standards, which may be more stringent. This includes the accurate and timely reporting of any incident required to be reported. Each Company facility is required to have a safety program in place. We do not tolerate any acts of verbal or physical behavior that could lead to or cause workplace violence. The health and safety of our employees, as well as the expectation of quality by our customers and shareowners, require that each employee works free from the influence of any substance or activity that could prevent or impede safe and effective work activities. We are each responsible for our own safety and that of our co-workers.
Independent, third-party certification of our global forestry practices is another important way we demonstrate our commitment to the environment. Third-party certification is a system to ensure the perpetual growing and harvesting of trees is successfully integrated with the protection of biodiversity, wildlife, plants, soil and water quality. All of our United States paper mills are chain-of-custody certified to the Sustainable Forestry Initiative (SFI) and the Programme for the Endorsement of the Forest Certification (PEFC) standards. All of the wood fiber in our products has been obtained through our SFI certified fiber procurement system. Outside the United States, we support third-party certification to globally recognized certification standards in the countries where we operate, such as PEFC and CERFLOR (Certificao Florestal - the Brazilian Forestry Certification System). By encouraging responsible, sustainable management of forestlands, we ensure we have the products that customers and consumers need and want, and that forests continue to be healthy and abundant for generations to come.
Advancing the Company's Interests International Paper's assets - both physical and intellectual - are very valuable. Employees have an obligation to protect these assets for the benefit of the entire Company and its shareowners. When using Company assets, employees must put the interests of the Company ahead of other or competing interests.
Intellectual Property and Confidential Information International Paper's intellectual property and confidential information are some of its most valuable assets. Employees are responsible for protecting the Company's inventions, patents, trademarks, copyrights and trade secrets. Employees are also responsible for safeguarding the Company's confidential information which includes, among other things, new product and marketing plans, manufacturing processes, research and development ideas, and information about potential investments. The Company also takes steps to safeguard the personal information of its employees. You must protect the Company's intellectual property and confidential information by avoiding any unauthorized disclosures to persons outside of the Company or others within the Company who do not have a need to know the information. These responsibilities continue even after you retire or leave the Company, as you have a continuing obligation to protect International Paper's intellectual property and confidential information. Employees also have an obligation to protect the confidential information of others. The unauthorized use of other companies' intellectual property can subject individuals and the Company to significant fines, criminal penalties, civil lawsuits and damages. This obligation extends to confidential information that new employees bring with them from other sources, and to information a consultant may share about another company, including the confidential information of third parties, such as our customers, when there is an expectation that this information will remain confidential. Employees must ensure that they do not solicit or use confidential information belonging to another company or person. If you inadvertently receive or disclose confidential information, you should seek advice from the Legal department or the HelpLine (see Finding Assistance).
Records Management Business records and documents should be retained or destroyed only according to the Company's records management policy and applicable law. In the United States, this policy provides that each Company location has retention and destruction schedules that apply to all records, including those maintained electronically. Strict compliance with these policies is very important for the protection of the Company and individual employees. Accurate Records Accurate and honest recording and disclosure of information is extremely important, especially because so many people depend on this information to make responsible business decisions. Furthermore, various laws and regulations require the Company to maintain accurate books and records that reflect the true nature of all transactions. The Company requires all records involving its businesses to be complete and accurate, and all required disclosures to be full, fair, timely, accurate and understandable. Any employee who is directed to do otherwise should seek guidance and report the matter to the HelpLine (see Finding Assistance), the director of Ethics and Business Practice or the Internal Audit department. WE ARE PASSIONATELY FOCUSED ON BUSINESS RESULTS AND CUSTOMER SUCCESS. Fair Dealing Common sense and good judgment, as well as the law, prohibit each of us from engaging in any activities that defraud any person, customer, supplier or business partner. Further, good judgment dictates that we shall not initiate or participate in false or misleading advertising or unfair or deceptive trade practices. Abiding by the prevailing laws of the areas where the Company operates will help ensure that the Company's business is being conducted ethically. Our Expectations in Doing Business International Paper seeks to do business with suppliers, vendors, contractors, joint venture partners and other independent businesses who demonstrate high standards of ethical business behavior. International Paper will not knowingly do business with any persons or businesses that operate in violation of applicable laws and regulations, including employment, health, safety and environmental laws. We take steps to assure that our suppliers, vendors and contractors understand the standards we apply to ourselves, and expect of them. International Paper's global business strategy entails entering into joint ventures or other business combinations. In these arrangements, International Paper will use its influence and leadership to assist these businesses in maintaining high standards of ethical behavior. We expect that these businesses will comply with applicable laws and regulations, including employment, health, safety and environmental laws. Competitive Information We compete in a global marketplace and gather information about our competitors and competing products and services only by legal means. We never use any illegal or unethical means to gather information from any source. We do not steal or improperly use trade secret information, or ask others to disclose trade secrets.
We have a diverse workforce at International Paper - it is as diverse as the markets that we serve. We believe that differences among us should be valued, so that we all can work in an environment that supports our business objectives. We believe that we will all benefit from the creativity, varied perspective, innovation and energy that arise out of our diverse workforce. At International Paper, diversity is embraced, managed and led at every level of the Company as a business imperative. Treating each other and all of the Company stakeholders with dignity and respect is how we demonstrate our commitment to an engaged workforce. Expecting fellow workers to perform their jobs with integrity and expertise is the Company norm. Abusive, deceitful or violent behavior will not be tolerated, nor will any violation of Company standards for equal employment opportunity.
WE BELIEVE HELPING PEOPLE GROW IS EVERYONE'S RESPONSIBILITY. We place our employees in positions in which they can contribute to the Company and achieve personal growth. Our employees are encouraged to express their opinions and innovative ideas about how to improve the Company's performance. We believe that highly engaged employees are the key ingredient in professional development and business success.
WE SET STRETCH OBJECTIVE AND EMBRACE CHANGE.
WE INSIST ON EXCELLENCE AND BEING THE BEST. WE WIN WITH GREAT LEADERSHIP, INNOVATION AND BEING BRILLIANT AT THE BASICS. Global Supply Chain All employees who make purchases on behalf of International Paper, or who are involved in the purchasing process, no matter where in the Company they work, must adhere to specific policy guidelines that are set forth in the Purchasing Policy and Procedure Manual of the Global Sourcing department. This manual contains a compilation of business ethics standards that apply to all Company purchasing and procurement transactions. Finance Employees who work in a finance function prepare and publish full, fair, accurate, timely and understandable disclosures in the periodic reports that the Company is required to file with, among others, the United States Securities and Exchange Commission. In addition, our principal executive officer and senior financial officers have specific, legally mandated disclosure and filing requirements. The specific financial record keeping and reporting policies and procedures that we have adopted in compliance with applicable law and regulations are included in our Financial Policy Manual and the other manuals and handbooks of International Paper's Finance department. Information Technology Information Technology employees support their department's vision of IT Alignment by helping the Company's employees and businesses succeed with innovative products and services. By providing common infrastructure, applications, information security and easy access to information, they help International Paper win in the marketplace. Human Resources Our Human Resources employees partner with our business and staff groups to recruit, develop and advance the people of International Paper, our most important resource. Human Resources is often the first and most continuous point of contact for our employees regarding company policies, procedures, benefits and expectations and our Human Resources employees must maintain expertise relating to the Company's work requirements, products and strategies. The Human Resource vision is to make a difference through strategic initiatives, change leadership, diversity, leadership development and service delivery. Sales and Marketing Our sales and marketing employees work with customers on a daily basis. In their role, they support the business strategies through their selling efforts. They must be familiar with the laws and regulations that apply to their activities, including basic contract law provisions, antitrust and competition laws, and policies and laws applicable to advertising. Legal International Paper's Legal department provides counsel to the Company. Employees are encouraged to seek advice from the Legal department if they have questions concerning the Company's activities in compliance with laws and regulations around the world. Attorneys who are employees of the Company, or attorneys who are engaged by the Legal department to give advice to the Company, have special "up the ladder" reporting requirements imposed by the United States Securities and Exchange Commission that are designed to ensure that violations of law are reported to the Company's board of directors.
Education and Counseling The Company provides resources for assisting employees who need information or advice concerning all of the topics covered in our Code of Business Ethics.
Periodically, each of these departments conducts training programs regarding compliance with Company policies. These seminars include "Respect, Dignity and Diversity in the Workplace" and the Ethics and Compliance series. All training programs are important and employees should participate through arrangements made with their supervisors. In addition to general education and awareness, counseling in the area of business ethics and compliance is available to employees from the director of Ethics and Business Practice (1-901-419-4879) or e-mail: ethics@ipaper.com. There is also written information available to employees on the Ethics Web site (Ethics at IP on the IPNet). Violation Reporting and Whistleblowing Procedures Employees who become aware that our Code of Business Ethics, Company policy or applicable law may have been violated, or of any illegal or unethical behaviors affecting the Company, unless prohibited by law, have a duty and are required to report such incidents to one of the following:
What Happens if I call the HelpLine? Many employees around the world have used the HelpLine to report violations or to seek advice. The HelpLine is available 24 hours a day, every day of the year. All calls to the HelpLine are answered by trained professionals and callers are given the option of speaking in their national language. Callers may provide their identity or remain anonymous - it is their choice. When appropriate, callers are given a call-back date so they can receive a response to their concern. Investigations are thorough and protect confidential information to the maximum degree possible. There is no requirement that employees making reports under these procedures follow any particular chain-of-command or sequence. Supervisors and managers receiving reports of illegal or unethical behavior are required, as a general matter, to forward these reports to the director of Ethics and Business Practice or, in the case of reports emanating from outside the United States, to the Company's senior Human Resources or Legal department representative in the affected region. All complaints or concerns regarding the Company's accounting, internal accounting controls or auditing matters, irrespective of their source or materiality, should be made directly to the HelpLine or to either the director of Ethics and Business Practice or the director of Internal Audit. Such reports will be forwarded unfiltered to the audit and finance committee of the board of directors. The reporting of behavior in the Company which employees reasonably believe is illegal or unethical is an important component of our business ethics. Employees making such reports will be free from any retribution, retaliation or adverse effect in their employment for making such reports. International Paper does not tolerate retaliation - this is the Company's promise in return for our employees making such reports. Employees should also report any incident of retaliation. Any employee who discourages or prevents other employees from making such reports or from seeking the help or assistance they need will be subject to disciplinary action. Reports made to the HelpLine may be anonymous, at the choice of the individual making the report. All reports made under these procedures will be treated as confidentially as possible consistent with the need to conduct an appropriate investigation. The results of the investigation report will be shared with the person making the report to the extent it is appropriate to do under applicable laws.
These words are taken from our Principles of Excellence, which are our core values. But they are only words unless given life through actions. International Paper's success depends on our core values being embraced and practiced by each of us. Living our core values is a matter of good behavior and of good business. Our customers and business partners want to know that they are doing business with a company that is ethical and trustworthy, and more to the point, that they are working with individuals they trust. Honest, ethical people create and maintain the trust on which business relationships are ultimately based. We each can take pride in our core values and our ethics. When practiced every day, they will help International Paper achieve its vision of being one of the best and most respected companies in the world - as measured by our employees, our customers, our communities and our shareowners. The message in our Code of Business Ethics is simple. We should treat each other as each of us want to be treated - that is, with honesty and respect for each other's ideas, contributions and dignity. If we achieve this, we will be aligned, dedicated and highly motivated people, delivering superior value to customers through operational excellence. Making Ethical Decisions We can make better business decisions when our decisions are based on our Core Values - our Principles of Excellence - and our business ethics. Business decisions are complicated and may raise ethical concerns. Here are some points to consider before you decide.
|
|||||||||||||||||||||||||||||||||||||
| © 2008 International Paper Company. All rights reserved. |