We asked those responsible for the ethics and compliance programs within their organizations to talk about their backgrounds, major ethics and compliance initiatives underway and advice they have for their peers. Below are excerpts of our conversations.


Xerox – Ivy Thomas McKinney, Corp. Vice President Deputy General Counsel and Chief Ethics Officer

1. What are you most proud of in terms of Xerox’s ethics and compliance programs and overall culture?

Xerox maintains a strong ethical culture and an effective ethics and compliance program despite the challenges of a diverse and globally dispersed workforce of 140,000 employees. Our ethics program is managed by a small corporate group to ensure consistent compliance processes on behalf of senior management and the Board of Directors.

Successful ethics communication and program oversight is facilitated by a unique Business Ethics Governance Board made up of senior operational and functional executives representing various business units and geographies. These Governance Board members have responsibility for implementing ethics training, ensuring consistent enforcement of our discipline policy and evaluating ethics trends within their organizations to address potential problems proactively.

Another unique element of Xerox’s ethics process is reliance on internal resources to conduct all ethics case investigations. Consistent investigations and oversight of the process is provided by senior management from Corporate Security, Accounting, Legal, and Human Resource functions

 2. Can you please talk a bit about the role that leadership and tone from the top play in the ethics and compliance program at Xerox?

Our leadership team is integral to maintaining a strong ethical culture and an expectation of personal integrity throughout the company. The values and actions of our top executives filter down and influence the company as a whole. Xerox’s Chairman and Chief Executive Officer, Ursula Burns sends a written ethics message to every employee, and also records a video message to be shared with employees.

3. What differentiates Xerox from the rest of the industry when it comes to ethics and compliance?

Ethics and compliance is an integral part of our daily business operations and practices. It’s not a separate function, it is imbedded and a part of all decisions. Regardless of geography, line of business or function, Xerox people are all guided by the same core values and ethical expectations. Our centralized Business Ethics and Compliance Office works closely with senior management to ensure that employees know that all ethics and compliance matters are to be reported, and will be investigated and resolved in a timely and consistent fashion.

4. What advice do you have for other companies working to improve their ethics and compliance programs?

Ethical failures, or even the hint of one, pose an immediate risk to a company’s brand and reputation. It takes years to build a brand and just one incident can quickly tarnish it. For this reason, ethics must be a component of all business decisions and must never take a back seat to business results. It must be consistent and pervasive. As Xerox’s Chairman and Chief Executive Officer, Ursula Burns, has emphasized to our people, “There are no shortcuts to doing business in the right way. Our default position must always be the highest ethical behavior – the place we go to in moments of truth and uncertainty. Put another way, if the choice is between good ethical behavior and good business results, there is no choice. Ethics always trumps results.”

5. “Best practices” in ethics is an ever changing mark — companies continue to raise the bar in terms of ethics/compliance practices. What’s next for Xerox?

We are proud to be recognized as an ethical company. But more importantly, it’s who we are. As our company grows, organically or through acquisitions, we continue to apply focused attention ensuring our values and ethical expectations remain strong and are part of every single operation and organization.

Xerox senior management will continue to provide clear and consistent messaging to reinforce the importance of business ethics throughout the organization. Additionally, our Business Ethics and Compliance Office will seek out opportunities to streamline ethics communications, training and case management activities to support effective and efficient ethics program management across our growing company.


Cisco – Jeremy Wilson, Controller, Ethics and Corporate Policy

I began my ethics and compliance career in a heavily regulated environment working at a defense contractor and experienced first-hand the challenges of trying to operate a business under an Administrative Agreement with the Department of Justice. That experience gave me an appreciation for a proactive approach to an ethics program. As my career took me to other employers, I sought a company with lofty aspirations for their own ethical standards. I was intrigued by Cisco, because they not only wanted a robust ethics program, but also a world-class program. From day one, my management made that clear to me and it has been the most exciting career experience to-date. I found that “striving to be the best” is not merely a phrase in some vision statement; at Cisco we are expected to make it happen.

We’re always looking at ways to incorporate technology into everything we do in our program. Right now, we are close to launching some enhancements to our Ethics Connect software (a tool custom built to handle internal certifications online) that will enable us to automate the disclosure process around outside business interests/conflicts of interest, as well as for gifts and entertainment determinations. Both of these employee disclosure processes have been manual and we recognized the need to incorporate technology not only to improve the user experience, but also to reduce my team’s workload. Also, this initiative will greatly improve our records management capabilities.

Advice for peers in other organizations:

Leverage internal partnerships. Other groups within your company have mandates, projects and oftentimes funds, which you can tap into and partner on if you have established those relationships and aligned your strategies. There is no need to try to do everything yourself. Reach out to audit, investigations, ERM, Information Security, HR, Legal, Training, etc. and open the dialogue. You will be surprised by how much time and money you can save.

Worst job you ever held:

In college, to pay the bills, I worked as a janitor. Though my resume at the time referred to the position as “Facilities Specialist,” really I just cleaned toilets. It was actually during my time cleaning bathrooms used by other people, that I committed to myself to complete my education and find a career that was rewarding … and did not involve strong chemicals and other “niceties.” Looking back … I see how every job at every level has value and ethics (ex: when people steal rolls of toilet paper or cleaning supplies).

What keeps you up at night:

Knowing that we don’t know everything. We work in a profession that is driven by self-reported concerns and identified risks. Knowing there are some employees out there who are not asking for ethics advice or reporting issues drives me to make constant improvements, including working to convince the few “holdouts” that their concerns are taken seriously and that they should not fear retribution. With 65,000+ employees in 180 countries, this is not an easy task, but it drives me to never settle for good enough. Our goal is to reinforce, recognize and elevate the ethical behavior and expectations of employees.


Rockwell Automation – Michael Byrnes, Associate General Counsel, Global Compliance Office

One of the defining elements that set Rockwell Automation apart from others is our culture of ethics, responsibility and accountability. At every level of the company, our 21,000 employees worldwide have an unwavering dedication to doing the right thing. Ethics and compliance is everybody’s job. Our culture of integrity is not only important to maintaining our reputation as an ethical organization, it is critical to our overall long term success as a global company. Our commitment to responsible business practices is absolute. For us, honesty, fairness, quality and responsiveness are guiding principles and integrity is an underlying value in every business transaction.

A world class culture of integrity that starts at the top

We hold our leadership accountable to take a “tone at the top” approach to establishing and fostering our culture of integrity through conversation and action. We measure their progress in their annual performance reviews on goals specific to ethics and compliance. Leaders include ethics and compliance topics as agenda items at employee updates and team meetings, just as they do with other important company issues. They also take an active role to promote our ethics training, ensuring that their teams complete required programs and understand the importance of these resources.

Our people managers are also accountable for how we conduct business. Managers are required to talk to their teams about the importance of ethics and compliance and our expectations that business objectives are accomplished ethically. To better facilitate these conversations, our Ethics and Compliance Center website includes a Manager Toolkit with resources such as ethics scenarios, talking points and videos. In our 2011 annual ethics training survey, more than 80 percent of our employees said they had conversations with their direct manager about the company’s expectations for ethical behavior during the past year.

In Rockwell Automation’s most recent Global Voices Employment Engagement Index, ethics-related scores were the highest of all categories and were above the available normative scores by large margins. Ninety percent or more of our employees noted they clearly understand expectations for ethical behavior, they would report a violation or issue, and they knew where and how to report such behavior.

An Environment Where Employees Can Speak Freely

We encourage employees to ask questions or express concerns whether to their manager, a senior leader, a member of human resources, the legal department, or our Ombudsman. Reports come to our Ombudsman from both employees and people outside the company in all regions. To further improve this program and to supplement our toll-free “hotline,” we recently added a Web-based reporting system, the Rockwell Automation Alertline. This enhancement allows people to remain anonymous throughout the reporting process.

Continuous Risk assessment

As a global company, we understand the inherent risks associated with doing business in a worldwide economy. For this reason, we perform compliance risk assessments among our businesses, regions or functions each year. We identify and rank risks and then develop an action plan to address those risks. Additionally, we created an emerging market task force to address the specific risks of operating in areas where corruption is more common.

Honor employees who exemplify our culture ethics and integrity

Annually we present a Global Compliance Champion Award to an employee whose actions have exemplified our culture of integrity. This award showcases our ethical employees and demonstrates the right way to do business. Our 2010 Global Compliance Champion refused to pay a bribe to secure a key contract in Colombia. While we lost the contract, we recognized this employee for his highly ethical behavior. He has since been promoted to Regional Director in our sales organization.

Our 2011 Global Compliance Champion was confronted multiple times with bribe requests in India. Each time he refused to pay the bribe and reported the request. His actions clearly demonstrated our high ethical standards. Other previous winners included a manager who, without prompting, decided to discuss an ethics scenario relevant to his team at the opening of each team meeting, and an analyst who stopped a shipment that would have ended up in an embargoed country if not for her due diligence and actions. We recognize all our winners, which have come from every region of the world, at an annual senior leadership meeting.

We continue to extend the reach of our program

We constantly evaluate our ethics and compliance program, benchmark our program against our peers, and look for new ways to raise the bar. We have expanded the level of activity that we have with our business suppliers and distributors, including providing training and conducting due diligence, to reinforce our expectation that they understand and share our commitment to ethics and compliance. We plan to continue to increase the level of engagement with our business partners on ethics, integrity and broader corporate responsibility issues.


Time Warner – Michael Sofia

What are you most proud of in terms of Time Warner’s ethics and compliance program and overall culture? Such as any specific initiatives, practices or individuals that play a unique and fundamental role?

At Time Warner, our culture starts with our principles and values, which are constantly – and consistently – communicated to our employees. Integrity, Responsibility, Teamwork – these are some of our core values that have meaning across all aspects of our business. Our employee surveys reflect that the Company does not just speak these values, but lives by them, and that is something we are very proud of.

Can you please talk a bit about the role that leadership and tone from the top play in the ethics and compliance program at Time Warner?

Our senior leadership sets the tone for our commitment to honest and ethical business conduct. Our employees repeatedly affirm their view that our leaders act with integrity and set high standards of behavior that others can follow.

If there was one aspect of Time Warner’s culture that you would like to take to any other company, or use to advise any other company in building their own internal culture of ethics, what would that be?

We want our employees to know that our success as a company rests with them, and that is a key focus of our compliance program and annual compliance training. Our theme for 2011 was “Our Reputation Depends On You.” If we fail to hold ourselves and each other accountable for doing the right thing, we’re putting the future success of the company and the reputation of our brands – which are recognized and trusted throughout the world – at great risk.

“Best practices” in ethics is an ever changing mark – companies continue to raise the bar in terms of ethics/compliance practices. What’s next for Time Warner?

Like a lot of companies, we are always looking at our compliance program and asking how we can make it better, and make it more meaningful and relevant for our employees. We at Time Warner are innovators, and we try to bring that spirit of innovation to our compliance practices.


Teradata – Todd Carver, Vice President, Deputy General Counsel & Chief Ethics & Compliance Officer

Creating a World-Class Ethics and Compliance Program from the Ground up

In 2007, Teradata was spun-off from NCR Corporation into an independent publicly-traded company. Teradata is listed on the NY Stock Exchange, is on the S&P 500, has annual revenues of over US$2 billion, has over 8,000 employees and does business in over 40 countries. It was a rather unique situation – to be in what in many respects was like a new “start-up” company, but do so from day-one with the size, scale and challenges of being a multi-billion-dollar multinational corporation. Prior to the spin-off, I was chief legal counsel for the Teradata Division of NCR. As a part of NCR and in that role, I was on the division-level Ethics & Compliance (E&C) Committee and I conducted some investigations related to Teradata employees, but I did not play much of a role in developing or managing the E&C program, code of conduct, E&C training, etc. With the spin-off, however, we needed to address, develop and manage E&C, a code of conduct, E&C training, etc. for Teradata – but do so without any of the NCR E&C personnel coming over to Teradata.

Like a good lawyer, I did a deep-dive into the world of E&C, with a lot of research, browsing, best-practices gleaning, talking with NCR E&C folks and other people experienced with corporate E&C. My findings included that failure to properly and adequately address E&C could present enormous risks to the success of the spin-off and to Teradata as a new company. I presented my findings to several of whom would become members of the senior leadership team of the spun-off Teradata Corporation, they agreed, and, of course, they asked me to execute the task, and I accepted the challenge. So, that’s how I became the Chief E&C Officer – the first one – for Teradata.

In the immediate-term leading up to and right after the spin-off, for the most part we adopted the preexisting E&C policies, practices, code of conduct, etc. of NCR and made minor tweaks to change the company name on them and align the wording with the Teradata organizational structure. It quickly became apparent, however, that we did not want merely to continue with that identity and culture, and our CEO, Mike Koehler, in particular, understood the importance of distinguishing Teradata, its people and its culture from NCR and of the importance of setting the right tone from the beginning. Thus, right after the spin-off we dug in to developing our own values, desired behaviors and qualities and culture, and embedding those into our formal Values Statement and Code of Conduct document – it was not just an E&C-related task, but was part of the overall initiative to define who and what we are and strive to be at Teradata and what the culture of our company would be. When we had our kick-off meeting of the top 200 Teradata executives the month after the spin-off, the CEO declared ethics and integrity to be our top priority – the one way we assuredly could mess up the opportunity presented to us with the spin-off would be to get caught up in the problems and distractions of E&C violations, and we spent several hours of that initial precious time doing E&C related training. So, fairly early in our life as an independent company we made a commitment to, what our CEO characterized as, “doing the right thing . . . always”.

From there, we went about the task of developing and deploying the E&C program, including our own Code of Conduct, in-person training, online training, subject-matter-specific communications, reinforcement communications, building competencies and expertise, policy updates, an ethics helpline, reports, metrics, reporting practices, risk assessments, due diligence, best practices, monitoring regulatory/legal/E&C developments, and more. While this was an all-consuming task, in some ways, doing it with the bright-line of the spin-off was perhaps easier than trying to completely change an existing and fully-established company – in that the entire Teradata enterprise was re-directing, re-creating, re-branding, re-identifying and re-charging itself. Because of this, there was not as much resistance to change as might be the case in an established business and not much of a perception that the E&C stuff was just another corporate program/focus of the month.

Within a year or so after the spin-off, I learned of Ethisphere and the World’s Most Ethical Companies listing. I gathered as much information as I could about the WME criteria and studied the E&C practices of many companies who received the award. I consciously used the WME criteria and best practices of WME-listed companies as a benchmark and guidepost for developing and deploying the E&C program at Teradata. For the first year that we were nominated for the WME listing, we gathered and submitted a lot of information, but it was apparent that we had a lot of program and informational gaps – up until then, we had been doing stuff and plenty of stuff to develop our E&C program, but that stuff was very much internally-oriented, focused and assessed – not with much of an overall program-wide let’s-become-world-class externally-benchmarked approach (we had done some best practices monitoring and assessments in the past, but those were focused on particular attributes of the program that we were executing on (e.g., best practices in code of conduct contents), not necessarily of overall program-wide best practices or how those attributes along with other attributes could or should roll-up in for assessment of the overall program.

We did not make the WME listing back then, but it did give me the inspiration and information regarding external criteria to know that I wanted to build the Teradata E&C program to be second-to-none as measured on an objective external basis, particularly against companies with similar characteristics (e.g., we principally are a software and services company, with our hardware outsource manufactured and assembled; so, while there are some external benchmarks and best practices which are relevant to all companies, there are some which are less relevant to some than others). I am pleased that Teradata has made the WME listing for the past three consecutive years and we plan to keep using the WME criteria as a benchmark and best practice resource for our company.

There may be some who might complain that we simply have designed our program to “get a good grade on the test” – if so, then I gladly will take the rap for it – in that the test here is about ethics; whether you have ethical attributes and behaviors because you are earnest in your pursuit and application of integrity (which I genuinely believe we at Teradata do) or because you want a good score on the test, the result should be the same – you have an E&C structure and have developed and deployed an E&C program which has externally-validated and assessed ethical attributes and behaviors. Moreover, continuing to make the WME listing continues to get tougher – so, it raises the bar even higher and helps identify new and emerging best practices and areas of focus – thus, we have to continuously improve our program to maintain our WME listing; a number of companies have been dropped from that listing, including some of our competitors, due to lapses in their E&C program and/or in their ethical and compliant behavior. Making the WME listing has become a great source of pride for our employees; we celebrate it within the company and it helps remind and inspire everyone about doing their own part to keep that recognition continuing.

Best and Worst Job Ever Held:

My current job is the best I’ve ever had.

Once upon a time, I was in-house counsel for a telecommunications based in Denver, US West. Shortly after I started that job and had just moved to Colorado from Ohio, the union went on strike and every manager, including me, was assigned to a “strike-duty” assignment. Despite knowing nothing at all about telecommunications technology, I became a telephone lineman based in Cody, Wyoming, for about a month. I actually came to handle the job pretty well and enjoyed it in a like-going-to-summer-camp kind of way. But, the “worst” part came into play near the end of that assignment. After the strike settled I was to drive around with one of the real linemen and show him what I had done. He explained that I didn’t need to do that since they had been observing me. He went on to say that he and his colleagues were impressed with the long hours I had worked and with the fact that I actually could fix (albeit mostly temporarily) many of the phone lines – especially since I was some corporate lawyer-type from Denver. But, he said they were most impressed about being so fearless as I walked through culverts and ventured into confined areas, like crawl spaces under houses. I asked why, and he said because I didn’t even act like I was afraid of rattlesnakes. I explained that I was new to the West, but had read in a book that there were no venomous snakes above 6,000 feet in elevation. He replied that there were two problems with my approach, beyond relying on “book learning:” First, he said, 6,000 feet is a rule-of-thumb, not a hard-and-fast rule, and there often are rattlesnakes above that altitude, depending on the environment and other conditions; second, he went on, even if it was a hard-and-fast rule, Cody is at 5,900 feet and there are many rattlesnakes in the area. So, the “worst” part of this job was not the job itself but the fact that others perceived me to be “fearless” but in the end it turned out that I really was just “ignorant” instead.


Wipro – P.S. Narayan, Vice President and Head, Sustainability

1. What are you most proud of in terms of Wipro’s ethics and compliance programs and overall culture? Such as any specific initiatives, practices or individuals that play a unique and fundamental role.

The articulation of Spirit of Wipro reflects one of our cherished value statements, Unyielding Integrity. This statement reflects that there can be no compromise on integrity and every Wipro employee is expected to always establish the foremost standards of honesty and fairness, without compromise, ever. One of the most important aspects of Wipro’s Compliance teams is their independence in both spirit and action. Wipro commenced its ethics compliance journey about 30 years back through “Wipro Beliefs” and since then Wipro has been taking several bold and new initiatives in driving ethics compliance through various processes – like trainings at entry levels and at leadership forums, annual test and certification programs, compliance review processes, effectiveness checks on compliance processes through electronic surveys and classroom sessions, periodic reviews of policies through employee feedback, industry benchmarking and enhancements, focused ethics training programs and enhancing internal control processes to ensure compliance with anti-bribery policies. The internal whistleblower program or ombuds process has been taken to the next level with the roll out of a 24×7 multi-lingual global hotline and web intake facilities managed by industry-leading experts.

2. What is the role of your company’s leadership and tone from the top in the ethics and compliance program at Wipro?

It was Wipro’s Chairman who first sought to have a comprehensive Integrity Manual that was drafted in-house more than a decade ago. The Chairman’s message in Wipro’s Code of Business Conduct and Ethics (‘COBC’) document also conveys the tone from the top and expectations set out for employees in upholding integrity.

All Wipro leaders are expected to always “Walk the Talk” and to ensure compliance from their teams, support implementation of compliance programs and have a focused eye for compliance through such programs. Wipro leaders are expected and encouraged to look for opportunities to discuss and address ethics and ethically-challenging situations with their team members. Compliance review programs at Wipro commence with a message from the Chairman on the importance of such programs. Compliance programs are further strengthened by town-hall meetings by leaders. Risk assessments and compliance programs are reviewed quarterly by the Compliance Committee comprising of key leaders and by the Audit Committee comprising of independent directors. These reviews result in the creation of newer initiatives, process improvements and establishment of controls to mitigate risks. Also, any non-compliance with COBC identified through various means, including through ombuds processes, is swiftly addressed and no one is given an exception.

3. What differentiates Wipro from the rest of the industry when it comes to ethics and compliance?

Wipro practices what it preaches and addresses non-compliance seriously and without exception. The ethics and compliance functions are taken very seriously and enjoy a high level of independence.

5. “Best practices” in ethics is an ever changing mark — companies continue to raise the bar in terms of ethics/compliance practices. What’s next for Wipro?

Continuous education through innovative training programs of the ever increasing and changing employee base, innovative means of communicating ethics compliance and internal reward and recognition programs for internal whistle blowers.