This Code of Business Conduct and Corporate Ethics is meant to serve as a reference guide and policy handbook supplement for all IRI employees, interns and ICs.
IRI expects everyone who works with us here or off-site, whether full-time, part-time, or on a temporary internship or independent contract basis, to observe the highest standards of ethics and integrity in their conduct. This means following a basic code of conduct and ethical behavior in which we:
Build Trust and Credibility
IRI's continued success in business requires the trust and confidence of our employees, customers and business partners. We gain credibility with them by:
- learning what our commitments to each other are
- sticking to those commitments
- displaying honesty and integrity in what we do and say
- reaching company goals through kind, honorable conduct
Before taking actions on behalf of yourself or the company, you should take stock of the possible consequences of the decision. And, you should assure it will enhance the trust and credibility of IRI with the affected party, and anyone who may later become aware of, or scrutinize, the transaction. Trust is also the only way to maintain a positive work environment.
It is therefore also important that any commitment you make is one you can keep. Your word is not only your bond, but often IRI's, too. When you work here, you carry the credibility of yourself and the reputation of your colleagues with you. Be aware of what affects trust and credibility, and learn how to uphold them.
Respect Each Other
We all want and need to work in an environment where we are treated with dignity and respect. IRI is committed to creating such an environment because it enables the full potential in each of us, and that, in turn, contributes directly to our business success.
IRI is an equal employment/affirmative action employer and is committed to providing a workplace that is free of discrimination of all types, and from abusive, bigoted, offensive or harassing behavior. Any employee who feels harassed or discriminated against should report the incident to their direct supervisor or the HR manager.
Create a Culture of Open and Honest Communication
Everyone at IRI should also feel comfortable about speaking to any business or ethical issue. We all have a responsibility for creating an open and supportive environment for raising such questions. And, we all benefit when we can use our influence to prevent mistakes or wrongdoing, and when we ask the right question at the right time.
IRI will investigate all reports of questionable or unethical behavior within or outside the company that may affect anyone inside the company or the company itself. In each case where improper behavior is found to have occurred, the company will take appropriate action. We will also not tolerate retaliation against those who raise ethics concerns in good faith.
Set the Tone at the Top
Management has the additional responsibility for demonstrating, through their actions, the importance of this code. In any business, ethical behavior does not simply happen; it is the result of clear and direct communication of expected behavior, which is modeled from the top and demonstrated by example. Again, ultimately, our actions are what matters.
To make this code work, IRI managers must be responsible for promptly addressing ethical questions or concerns raised by employees and for taking the appropriate steps to deal with them. Managers should not consider employees’ ethics concerns as challenges to their authority, but as just another form of business communication. The dialog of ethics should be a natural part of daily work.
Uphold the Law
Our commitment to integrity begins with complying with laws, rules and regulations where we do business. Further, each of us must understand IRI policies, government laws, and specific rules and regulations that apply to our specific roles. If we are unsure of whether a contemplated action is permitted by law or Company policy, we should seek the advice from the resource expert. We are responsible for preventing violations of law and for speaking up if we see possible violations.
Competition
We are dedicated to ethical, fair and vigorous competition. We will sell IRI products and services based on their merit, superior quality, functionality and competitive pricing. We will make independent pricing and marketing decisions and will not improperly cooperate or coordinate our activities with our competitors. We will not offer or solicit improper payments or gratuities in connection with the purchase of goods or services for IRI, or the sales of its products or services, nor will we engage or assist in unlawful boycotts of particular customers.
Proprietary Information
It is important that we respect the property rights of others. We will not acquire or seek to acquire improper means of a competitor’s trade secrets or other proprietary or confidential information. We will not engage in unauthorized use, copying, distribution or alteration of software or other intellectual property.
Safeguard Secrets
We will not disclose (whether in one-on-one or small discussions, meetings, presentations, proposals or otherwise) any material nonpublic information with respect to IRI, its business operations, plans, financial condition, results of operations or any development plan. We should be particularly vigilant when making presentations or proposals to customers to ensure that our presentations do not contain material nonpublic information.
We will also honor the confidentiality and propriety of sensitive information imparted to us by business prospects, customers and partners, and treat their materials with the same care we do are own, whether or not those materials are subject to a confidentiality or non-disclosure agreement (NDA).
Avoid Conflicts of Interest
We must avoid any relationship or activity that might impair, or even appear to impair, our ability to make objective and fair decisions when performing our jobs. At times, we may be faced with situations where the business actions we take on behalf of IRI may conflict with our own personal or family interests because of the course of action that is best for us personally may not also be the best course of action for IRI. We owe a duty to IRI to advance its legitimate interests when the opportunity to do so arises. We must never use IRI property or information for personal gain or personally take for ourselves any opportunity that is discovered through our position with IRI.
Determining whether a conflict of interest exists is not always easy to do. Employees with a conflict of interest question should seek advice from management. Before engaging in any activity, transaction or relationship that might give rise to a conflict of interest, employees must seek review from their managers or the Human Resources department.
Accepting Business Courtesies
Most business courtesies offered to us in the course of our employment are offered because of our positions at IRI. We should not feel any entitlement to accept and keep a business courtesy. Although we may not use our position to obtain business courtesies, and we must never ask for them, we may accept unsolicited business courtesies.
Employees who award contracts or who can influence the allocation of business, who create specifications that result in the placement of business or who participate in negotiation of contracts, must be particularly careful to avoid actions that create the appearance of favoritism or that may adversely affect the company’s reputation for impartiality and fair dealing. You should also refuse a courtesy from a supplier when IRI is involved in choosing or reconfirming a supplier, or under any circumstance that would create an impression that offering courtesies is the way to obtain IRI business.
Meals, Refreshments, Entertainment and Gifts
You may accept occasional meals, refreshments, entertainment, gifts and similar business courtesies that are customary and conform to reasonable ethical practices of the marketplace, provided that they:
• are not inappropriately lavish or excessive
• are not frequent and do not reflect a pattern of frequent acceptance of courtesies from the same person or entity
• do not create the appearance of an attempt to influence business decisions, such as accepting courtesies or entertainment from a supplier whose contract is expiring in the near future
• would not make the recipient uncomfortable discussing the courtesy with their manager, colleague, or having it made known publicly
Customary business entertainment is proper however, impropriety results when the value or cost is such that it could be interpreted as affecting an otherwise objective business decision. Employees with questions about accepting business courtesies should talk to their manager or the Human Resources department.
Offering Business Courtesies
If you offer a business courtesy, you must assure that it cannot reasonably be interpreted as an attempt to gain an unfair business advantage or otherwise reflect negatively upon IRI. You cannot use personal funds or resources to do something that cannot be done with Company resources. Accounting for business courtesies must be done in accordance with approved company procedures.
Other than to our government customers, for whom special rules apply, you may provide non-monetary gifts (i.e., company logo apparel or similar promotional items) to IRI prospects or customers. Further, management may approve other courtesies, including meals, refreshments or entertainment of reasonable value, provided that each courtesy:
• does not violate any law or regulation or the standards of conduct of the recipient’s organization
• is consistent with industry norms, is infrequent, and not extravagant
• is properly reflected on the books and records of IRI.
Record Accurately
Accurate Accounting and Disclosures
Any disclosures of financial reports must be approved in advance by management and be, fair, accurate, timely and understandable. This obligation applies to all employees, including all financial executives, with any responsibility for the preparation or dissemination of such reports, including drafting, reviewing and signing or certifying the information contained therein.
Corporate Recordkeeping
We create, retain and dispose of our company records as part of our normal course of business in compliance with IRI policies and guidelines, as well as any applicable regulatory and legal requirements. All corporate records must be true, accurate and complete, and company data must be promptly and accurately entered in our books in accordance with IRI’s and other applicable accounting principles. We must not improperly influence, manipulate or mislead any audit, nor interfere with any auditor engaged to perform an independent audit of IRI books, records, processes or internal controls.
Be Accountable
Each of us is responsible for knowing and adhering to the values and standards set forth in this Code, and for raising questions if we are uncertain about company policy. If you are concerned whether the standards are being met, or if you are aware of violations of the Code, you must contact your supervisor of HR manager. IRI takes the standards set forth in this code seriously, and violations thereof are cause for disciplinary action up to and including termination of employment.
Also integral to our business success is our protection of confidential company information, as well as nonpublic information entrusted to us by employees, customers and other business partners, whether specifically protected by a non-disclosure agreement (NDA) or not. Confidential and proprietary information includes such things as pricing and financial data, customer names/addresses or nonpublic information about other companies, including current or potential suppliers and vendors. We will not disclose confidential and nonpublic information without a valid business or legal purpose and proper authorization.
Conserve Resources
Company resources, including time, material, equipment and information, are provided for company business use. Nonetheless, occasional personal use is permissible as long as it does not affect job performance or cause a disruption to the workplace. Employees and those who represent IRI are trusted to behave responsibly and use good judgment to conserve company resources. Managers are responsible for the resources assigned to their departments and are empowered to resolve issues concerning their proper use.
In general, we will not use company equipment -- especially IRI computers -- to conduct any outside business or in support of any religious, political or other outside activity that is not related to an approved community outreach program. Solicitation of Company employees by non-employees is prohibited at all times. Solicitation by an employee of another employee is prohibited, while either the person doing the soliciting or the person be solicited is on working time and or Company premises. Distribution of materials by employees in work areas or on working time is prohibited.
As a matter of policy, IRI also fosters an environmentally responsible workplace that reduces any adverse health and resource impacts of our activites. This includes everything from ergonomic desks and health insurance programs that include gym memberships, to the procurement of energy-efficient, ecologically friendly computing equiment and recyclable consumables. Where any health or environmental risks are identified, we promptly report and remedy them.
In order to protect the interests of the IRI network and our fellow employees, we reserve the right to monitor or review all data and information contained on an employee’s company-issued computer or electronic device, the use of the Internet or IRI’s intranet. We will not tolerate the use of company resources to create, access, store, print, solicit or send any materials that are harassing, threatening, abusive, sexually explicit or otherwise offensive or inappropriate.
Comply
Because compliance with these principles is essential to our collective success, IRI management is responsible for ensuring these principles are communicated and observed by all who work for and with us. Daily responsibility for upholding, monitoring, and regular reporting on compliance with the code also lies with management. The code itself, as well as compliance with it, is subject to review by IRI's board of directors, and possible external audits. Employees are expected to bring to management's attention any breach or suspected breach of these principles, and any employee can make their report in confidence.
From time to time, you may have a question as to how this code of conduct applies in particular situations. We expect all employees with such questions to discuss the exact circumstances with someone in upper management.
Policy Last Updated on January 2, 2019
