Business Ethics and Code of Conduct
This Policy sets forth the basic guidelines that ARRIS Group, Inc., including all of its subsidiaries (collectively the “Company”), expects its officers, directors, management, other employees, contractors and agents to follow in dealing on behalf of the Company with governmental entities, the general public, the Company's customers, creditors, suppliers and competitors, and with fellow Company Personnel. The terms "Personnel" and "Employee" apply to all Company officers, directors, managers, agents, employees and contractors.
No Policy can be complete in all respects. Good judgment based upon an understanding of laws and regulations and of ethical standards is the best safeguard against improper conduct. Each Employee is expected to attain a level of understanding of this Policy that will permit the proper exercise of such judgment. In those circumstances where such judgment could be questioned, Employees should seek advice from their supervisors, the Human Resources Department or the Legal Department.
The Company's internal auditors and legal department will monitor compliance with this Policy to assure that the Company conducts itself in a manner consistent with its obligations to society and its stockholders. In addition, those with management responsibilities will periodically be required to complete the "Business Ethics and Conduct Policy" certification - a written assurance of compliance with the legal and ethical principles set forth in this Policy.
A. General Policy
The Company and its Personnel will at all times transact business in full compliance with the law and in accordance with the highest principles of business ethics and conduct. These guidelines are to be strictly adhered to at all times and under all circumstances. Policy violations may result in disciplinary action, including, if appropriate, discharge from employment.
Additional policies, including policies relating to ethics and conduct, are listed in Table 1.
The guidelines set forth in this Policy apply to all ARRIS Personnel and all Company-related transactions. Each Employee must be familiar with this Policy and its applicability in his or her particular function. Moreover, those with supervisory responsibilities must ensure that Employees under their direction or control are acquainted with applicable portions of the Policy. Company Personnel should also be aware that there are special legal requirements not covered by this Policy that apply to corporate fiduciaries. The Company's commitment to full compliance applies to all applicable laws, regulations and judicial decrees of the United States (federal, state and local) and of other countries where the Company transacts its business. Portions of the Policy concentrate on laws and regulations that are particularly relevant to our business activities; however, this special emphasis on relevant areas of law does not limit the general Policy requiring full compliance with all applicable laws and regulations. In addition to compliance with all legal requirements, each Employee must adhere to the overriding ethical and professional standards governing the conduct of business. The Company's interests are not served by any unethical practice or activity, even though not in technical violation of the law.
C. Effect of Policy Violation
Any violation of the laws, regulations or principles of ethics set forth in this Policy may result in disciplinary action up to and including termination of employment and may subject the Employee or former Employee to civil liability and/or criminal prosecution. Any Employee who knowingly authorizes or permits another to engage in a violation will also be subject to disciplinary action, dismissal and other penalties. It is ARRIS’ intention that its Personnel comply not only with the letter of the applicable laws but they should also comply with the spirit of the laws.
D. Employee Responsibilities and Rights Under Policy
Every Employee is obligated to adhere strictly to this Policy at all times and under all circumstances. Any Employee who is aware of violations or potential violations has a duty to advise his supervisor, Human Resources or the Legal Department promptly. Further, any uncertainties regarding legal or ethical issues involving Company affairs require the Employee to seek the advice of the Legal Department. Failure to secure advice or report Policy violations could be costly to the individual and to the Company. Each Employee should also be aware that the legal implications arising from each of his or her acts, as well as everything that he or she writes in any medium, may be scrutinized at a future date by government officials, auditors or other third parties.
It is the obligation of every Employee, in good faith, to report Policy violations or speak with company counsel without risk to the Employee's job status or position. In addition, in countries where appropriate, ARRIS provides a toll free Whistle Blowing hotline (see table below) for reporting a violation if there is a need to maintain anonymity. Each person to whom a report is made or from whom advice is sought shall use every reasonable means available to keep confidential the identity of any Employee who requests such protection. The Company strictly prohibits retaliation for reports made in good faith.
To access the Whistleblowing Hotline via the telephone, dial 800-372-3083 for US callers (Non-US callers, see table below for the number supporting the language of your choice). If a hotline operator is not immediately available, callers may leave a voice-recorded message.
International Line 1:
International Line 2:
To access the Whistleblowing Hotline via the web, visit: www.arrisi.ethicspoint.com
E. Additional Information
Printed copies of this Policy are available from the Internal Audit Department. Any Employee in doubt about whether this Policy applies to a particular transaction or uncertain about the proper course of conduct to follow should contact the Legal Department.
Any waivers of this Policy for executive officers or directors must be approved by the Company’s Board of Directors and will be disclosed to the shareholders along with the reasons for the waiver if required by applicable law, regulation or rule.
G. Contractual Rights
This Policy does not create any contractual right to employment, employee benefits or terms and conditions of employment.
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Conflicts of Interest or Violations of Trust
All Personnel shall avoid any conflict between their personal interests and the interest of the Company in dealing with suppliers, customers, vendors, resellers, distributors and all other organizations or individuals doing or seeking to do business with the Company.
Similarly, Employees in a position to control or influence action by the Company that will beneficially affect other companies should be aware that any investment by them in such other companies could disqualify the Employees from performing or retaining their jobs. All Personnel should avoid outside business activities that may conflict with their ability to devote their efforts full time to the business of the Company, unless those activities have been approved in advance in writing by their supervisor.
In many cases, a potential conflict of interest or violation of trust may be avoided by making a full disclosure of the facts prior to any transaction, thereby permitting the Company to make an informed, independent decision regarding the transaction. Such disclosure should be made to the Legal Department.
B. Specific Examples of Conflicts or Violations
Without proper prior approval, it may be considered to be in conflict with the Company's interest or a violation of trust for Company Personnel or any immediate member or his/her family to do any of the following:
1. to have an undisclosed interest in or involvement with any organization that has business dealings with the Company where there is an opportunity for preferential treatment to be given or received, except where such interest or involvement comprises ownership of securities and/or mutual funds in widely-held corporations that are quoted and sold on the open market, and the interest is not material (less than one percent of the outstanding securities or $50,000, whichever is lower);
2. to buy, sell or lease any kind of property, facilities or equipment from or to the Company or to any company, firm or individual who is or is seeking to become a contractor, supplier or customer;
3. to accept commissions, a share in profits (other than dividends or interest on securities of widely-held corporations) or other payments, loans (other than with established banking or financial institutions), services, excessive entertainment or travel or gifts of more than nominal value from any individual or organization doing or seeking to do business with the Company; or
4. to take advantage of any opportunity for personal gain that rightfully belongs to the Company. This would include business opportunities of which an Employee becomes aware because of his or her employment by the Company. Such opportunities must be offered to the Company before an Employee may pursue them.
C. Effect of Violations
As with any other violation of this Policy, a violation of the above conflict of interest provisions may result in disciplinary action up to and including termination of employment and may subject the individual to civil liability and/or criminal prosecution. Even so, not every situation raised as a potential conflict of interest is a Policy violation. Under some circumstances following a full disclosure by the Employee, the Company may independently determine that that situation is not a conflict of interest and the Company may engage in a particular transaction. In such a case, the above conflict of interest provisions are not violated. Therefore, the effect of a particular potential conflict of interest or violation of trust will depend upon the nature of the conflict or possible violation, its disclosure by the Employee, its effect upon the Company, the severity of the possible violation and the means available to recompense loss or prevent future injury.
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Antitrust and Trade Regulation
Every Employee of ARRIS shall at all times abide by the antitrust laws and trade regulations of the United States and any other jurisdiction in which ARRIS conducts its business operations. Violations of the antitrust laws or trade regulations may subject the Company to fines, injunctions and substantial monetary damages. Moreover, violations of certain antitrust laws are considered felonies, exposing an Employee to the risk of fine and/or imprisonment.
B. U.S. Operations
The antitrust laws of the United States apply to all business operations in the United States. Accordingly, the guidelines set forth herein will govern all Company operations in the United States.
C. International Operations
The United States antitrust laws apply to any international Company operations to the extent that competition within the United States is affected by a particular business transaction. Although differences in antitrust laws or the absence of such laws in some countries might prevent application of these guidelines to the worldwide Company operations, the cautious approach to foreign antitrust compliance requires that the Company comply with the antitrust laws of the United States in all its international operations. If exceptions in particular circumstances appear appropriate due to the local laws of another country, such exceptions should be discussed with the Legal Department.
D. Specific Laws and Regulations
The Company sells its services and products in markets in which there is active competition and the Company aggressively competes in these markets. The following guidelines set forth specific types of conduct or business practices that relate to antitrust laws and trade regulations where special care must be exercised and where active consultation with the Legal Department is necessary:
1. Discussions with Competitors. It is forbidden for any Employee to discuss or communicate with any competitor of the Company about any internal or unpublished business information (past, present or future) or any other matter inconsistent with the Company's ability to conduct its business independently from its competitors. Examples of forbidden subjects include: purchasing costs or terms, selling/leasing prices or pricing policies, bids or quotes, terms or conditions of sale/lease, credit information, customers or customer-account data, territorial markets or market shares, marketing strategies or product plans, promotions, market surveys, production data, inventories, costs, profits or profit margins, and other similar subjects. In some industries, sub- contracting, joint venturing or particular customer or supplier relationships may create circumstances where discussions with a competitor are necessary and proper. When this occurs, it should be done pursuant to the advice of the Legal Department.
2. Agreements with Competitors. There must never be any agreement with a Company competitor concerning the forbidden subjects set forth in the previous paragraph. This prohibition on agreements with competitors includes not only formal written contracts, but oral agreements, "gentlemen's agreements," tacit approvals, side letters, informal, so-called, "off-the-record" understandings, and even "knowing winks." Price-fixing agreements, agreements not to compete or to divide up markets, and concerted refusals to deal or boycotts are criminal offenses that are illegal per se. This means that a court will not consider any excuse or justification for the offense, such as ignorance of the law, good faith, or reasonableness. Such antitrust violations are illegal whether or not they were successful or actually harmed anyone (no proof of any damaged party is needed). In those instances where a competitor is also a customer, supplier or participant in a joint venture, agreements and the negotiations leading up to the agreements should be engaged in only after consultation with the Legal Department.
3. Pricing Policies and Decisions. The Company's pricing policies and decisions should be independently determined in light of current relevant economic factors, market conditions and competitive information obtained from legal sources. Such policies and decisions may never be based upon any communication or agreement with a competitor.
4. Trade Associations. Employees who are members of industry-specific trade associations must be careful that the operations of their trade association and their own involvement in the group avoid any activities prohibited by this Policy, such as discussions or agreements among competitors. Before providing statistics or other information to a trade association or any of its committees, careful consideration should be given to possible conflicts. Similarly, any participation in, or adoption of standards that create hardship for any segment of the industry should be carefully reviewed.
5. Refusals to Deal. Although the Company is free to select its own customers and suppliers, it must do so independently. The Legal Department office should be consulted before the Company refuses to sell to any customer or prospective customer for other than valid credit reasons or agrees with any other firm to do or to refrain from doing business with a third party.
6. Reciprocity. No favorable treatment may be granted to any Company supplier on the basis that the supplier is also a customer of the Company. The purchase of products or services shall be on the basis of price, quality, service, and the financial responsibility of the seller without consideration as to a supplier's status as a Company customer.
7. Price Discrimination. The Company's products and services are to be made available to customers on a fair and equitable basis, without unjustifiable discrimination in price, unless a lower price is justified by a demonstrable cost savings to the Company or unless a lower price is based upon economic or competitive factors justify such lower pricing.
8. Inducing Preferential Price. Company buyers must never induce or attempt to induce an unjustifiable preferential price from a supplier if there is reason for the buyer to know that the price is improperly discriminatory (i.e., better than those otherwise received by competitors in similar circumstances) and cannot be justified by lower costs to the supplier or by the need for the supplier to meet or beat their competition. No services or facilities should be accepted from a supplier under circumstances which would lead the buyer to believe that the services or facilities are not commonly offered by the supplier to similarly situated customers.
9. Commission or Brokerage. Commissions or fees shall not be paid directly or indirectly to a customer on purchases for its own account.
10. Marketing Communications. All Company advertising or other marketing communications must be carefully reviewed in their entirety, and those found to be in any way deceptive may not be published or distributed.
11. Trade Disparagement. Competing products or services shall not be inaccurately disparaged orally, in writing, by advertising, or by any other means of communications. Generally, market communiqués should emphasize the merits of the Company's own products and services rather than the negative aspects of a competitor's. Comments on the merits of a competing product or service are permissible whenever the commentary is supported by full facts that can be proven.
12. Unfair Competition. The Company shall not engage in any improper pricing or other unfair competitive practice, either alone or with others, for the purpose of reducing or destroying competition, eliminating a competitor, blocking the market entry of a potential competitor, or otherwise acting contrary to established business ethics, public values or public interest.
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A. Compliance with Governmental Authority
The Company and its Personnel will comply with the laws, regulations, decrees and orders of every governmental agency, regulatory authority and judicial body having jurisdiction over it. The Company will cooperate with governmental agencies in the proper performance of their duties to the fullest extent permissible under this Policy, even when not mandated by law or judicial decree. To ensure the Company's compliance and cooperation commitment is met, the Legal Department should be immediately informed of any governmental request or inquiry.
B. Prohibition on Contributions in Federal Elections
No Company funds, property, time or any other thing of value shall be contributed, expended or reimbursed for any campaign purpose or to any candidate in connection with any election, primary election, political convention or caucus in which a candidate or nominee for the office of President, Vice President, Senator or Representative of Congress is to be voted upon or otherwise selected, nor under such circumstances shall the Company provide any indirect payment or support, in any form or through any means, such as through consultants, suppliers, customers, Employees or other third parties.
C. Other Company Activity or Contributions
The above prohibitions on Company disbursements shall not prevent the Company from advocating a position, expressing a view, or taking other appropriate action with respect to any legislative or political matters affecting the Company or its interests. In those cases where contributions or other support are permitted by law, no Company funds, property, time or any other thing of value shall be given except upon the approval of the General Counsel’s Office and the prior written authorization of a corporate officer.
D. No Prohibition on Individual Activity
Individual officers, directors and Employees, acting in their individual capacity and at their own expense, are not constrained by this Policy from engaging in political activity, making political contributions, expressing views or taking other appropriate action on any political or legislative matter.
E. Relationships with Government Officials
Payments (regardless of amount), entertainment (other than meals where Company-related work activities are conducted) or gifts (of more than nominal value) to government officials and other government Personnel of the United States and other domestic or foreign jurisdictions, regardless of motive, must be legally permissible and within the stated Company Policy. The Company's relationship with public officials shall in all respects be of such a nature that the integrity and the reputation of the Company will not be impugned in the event the full details of the relationship, including any gifts or entertainment, become a matter of public discussion. In those rare cases where a facilitating payment is required to be made to foreign government functionary whose duties are essentially of a minor ministerial or clerical nature, such payment must be within the company guidelines and applicable law and the approval of any such facilitating payment must be obtained in advance from the Legal Department prior to the payment of any funds.
F. Financial Transactions
The Company transacts business throughout the world. We buy, sell and ship products and transfer money in many countries. The US government expects companies to maintain all regulatory compliance with US laws, regulations, and rules, while also bolstering internal financial and accounting controls and processes. The company must comply with all of the following:
- Foreign Corrupt Practices Act (“FCPA”). Generally, this law makes it a federal crime to promise, offer, or pay a bribe, directly or indirectly, to a foreign government official in order to obtain or retain business or secure an improper business advantage. It also requires U.S. and non-U.S. companies that trade securities on US stock exchanges to have accurate books and records, and to maintain an adequate system of internal financial and accounting controls.
- US Trade Sanctions/ Export Controls. Trade sanction laws and regulations advance US Policy objectives and influence a foreign government’s conduct in particular areas of US concern (e.g., human rights, nuclear proliferation, terrorism) by restricting or prohibiting trade by US persons with those foreign governments, or agents of those governments, or involving the foreign countries. Export control laws govern the export and re-export of US goods, software and technology from the US to certain end destinations, for certain end uses, and by certain end users in order to advance US national security, homeland security, anti-proliferation, and economic goals. The import and export of defense-related articles and services on the US Munitions List are also restricted by the International Traffic In Arms Regulations.
- USA Patriot Act. This law and related regulations expand US law enforcement’s ability to monitor, detect, and punish terrorists, and terrorist financiers, as well as money laundering activity.
- US Anti-boycott Regulations. These laws and regulations prohibit US companies from supporting a boycott that is not sanctioned by the US government; namely, the Arab League Boycott of Israel. Companies are required to report boycott requests to the US Department of Commerce BIS, and taxpayers are also required to report such requests with their tax return filings.
- OFAC Enforcement. The Company shall make every effort to comply with all laws, regulations and rules enforced by the US Office of Foreign Assets Control (under the US Department of the Treasury).
- Gifts. Employees must comply with the ARRIS Global Gift and Entertainment Policy.
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Employment and Personnel Practices
Every Employee of the Company shall at all times abide by the legal requirements governing employment practices and Employee relations. In addition, every person coming in contact with the Company as an Employee, customer, supplier, candidate for employment or other third party, shall be treated fairly, courteously and respectfully.
The Company shall not discriminate against any person on the basis of race, color, religion, sex, national origin, ancestry, age, sexual orientation, disability or veteran's status or any other characteristic protected by federal, state or local law. This prohibition on discrimination applies to practices in recruiting, employment, training, promotion, working conditions, compensation, benefits, job rules, discipline and all other aspects of employment and employee relations.
Every Employee shall be free to perform his or her job duties and responsibilities and participate in the benefits of employment with the Company without harassment or interference from any co-worker. All Employees shall conduct themselves in a dignified manner toward their fellow Employees. The Company will neither tolerate undue influence, offensive behavior, sexual harassment, intimidation or other disrespectful conduct from one Employee toward another nor will the Company tolerate harassment by any other co-worker, manager, Employee, supplier, customer or others while working.
D. Employment Contracts
The Company shall not enter into any contract of employment without the prior written approval of the Legal Department and Human Resources.
E. Employee Record Confidentiality
The Personnel records of all Company Employees shall be treated as the confidential information of the Company. No Company Personnel shall copy or release any Personnel or salary record to any third party, nor shall any private personal information contained in any Personnel record be disclosed to any third party without the prior written approval of Human Resources. Employees with authorized access to Personnel or salary records shall institute measures to prevent the disclosure of any such records under their control. The Company will at all times comply with the applicable privacy laws with respect to the processing of Personnel records.
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Transactions in Securities
A. Trading in ARRIS Securities
Employees are prohibited from trading in Company securities when they have material information which is not publicly known. Information is considered material if it is important enough to affect a decision by anyone to buy, sell or hold securities.
Even when an Employee lacks undisclosed material information, it is a prudent practice to trade only when it is unlikely there is any unannounced material information anywhere within the Company. Generally, such a time is the 30-day period commencing one week after the mailing of a Company annual or quarterly report to stockholders. If an Employee is in doubt about whether or not trading is permissible, he or she should discuss the proposed trade with the Legal Department.
An Employee should not engage in short-term speculation in Company securities nor should an Employee engage in any transaction where he or she profits if the value of the Company’s securities falls.
B. Trading in the Securities of Other Companies
Employees should not trade in securities of a company which has been targeted for acquisition or is being viewed as an acquisition candidate or which is being considered for or has just been awarded an important contract or relationship with the Company without first checking with the Legal Department.
C. Transactions by Others
No Employee shall in any way encourage any third party to engage in any transaction in which the Employee himself cannot engage.
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A. Disclosures Made Under Securities Laws
The Company will make full, fair, accurate, timely and understandable disclosure in the reports it files with the Securities and Exchange Commission and in its other public communications.
B. Proper Use and Recording of Funds, Assets and Disbursements
All funds, assets and disbursements of the Company shall be used for legitimate business purposes and be properly recorded in the appropriate records and books of account. To assure the Company's financial statements are maintained in accordance with Generally Accepted Accounting Principles or such other standards as may be appropriate, the following policies are specifically adopted:
1. Full Disclosure of Accounts. No secret or unrecorded fund of monies or other assets of the Company shall be established or maintained, and all payments and disbursements shall be properly recorded on the books and records of the Company.
2. Accurate Entries to Accounts. The making of false or fictitious entries on the books and records of the Company and the issuance of false or misleading reports pertaining to the Company and its operations are prohibited, and no Employee shall engage in any transaction that requires or contemplates such prohibited activities on the part of the Company.
3. Accurate Expense Accounts. All Employees who seek re-imbursement from the Company for expenses shall keep and submit to the Company complete and accurate records of such expenditures and their business purpose.
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Disclosure or Use of Proprietary or Confidential Company Information
Each Employee shall safeguard and keep private all Company proprietary or confidential information. The disclosure of such Company information shall be permitted only when required by law or when disclosure would be in the best interest of the Company or its Personnel. In such case, the approval of the Legal Department must be obtained prior to the release of such information. [In relation to personal information please consult the Company's data protection policies for guidelines on use and disclosure of personal information.] Absent such approval, it should be considered a violation of trust for any Employee:
1. To use or release to any outside party, any data on decisions, plans, competitive bids or any other confidential information concerning the Company which might be prejudicial to the interest of the Company;
2. To appropriate, for his/her own use or for the unauthorized use by a third party, any Company technology, software, trade secrets, written materials or inventions (whether or not copyrighted or patented), business information including, but not limited to, contracts, sales or customer information, marketing or other plans, system design information, manuals, computer tapes, discs, data processing records, financial data or any other confidential or proprietary matters of any nature whatsoever;
3. To copy, use, improperly transmit or release to a third party any employee data, personnel records or any other private information concerning the Company's Employees; or
4. To use or release any undisclosed material information concerning the Company, its plans or its performance or any unpublished facts bearing upon the Company's business, plans or performance where disclosure would harm, threaten, prejudice or unfairly disadvantage the Company, its Personnel or any third party.
5. To use for unauthorized purposes or release any personal, private or confidential information obtained from or about customers.
B. Outside Inquiries and Requests for Information
If any third party makes contact with any Company Personnel requesting an interview or seeking information concerning any Company-related proprietary or confidential matter, or if any media representative requests an interview or seeks information or opinions concerning any Company- related matter, whether or not the matter is confidential or proprietary, the requester should be instructed to address its inquiry directly to the Legal Department so that questions can be answered with appropriate care by authorized Personnel.
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Computer Software Licensing
The Company requires that all Employees use software only in accordance with the applicable software license agreement. Any unauthorized duplication of licensed software except for backup or archival purposes is a violation of the law. Any unauthorized duplication of computer software violates the law and is contrary to this organization's standard of conduct. Illegal reproduction of software can be subject to civil damages of as much as $250,000 per copyright violated if the infringement was willful.
B. Use of Software
1. All third-party software is to be used in accordance with the applicable license agreements.
2. Legitimate software will promptly be provided to all Employees who need it. No Employee of the Company will make any unauthorized copies of any software under any circumstances. Anyone found copying software other than for backup purposes is subject to appropriate sanctions.
3. ARRIS does not condone the use of any unauthorized software in our Company. Any person illegally reproducing software or loading unauthorized software onto any Company computer may be subject to civil and criminal penalties including fines and imprisonment and termination from ARRIS. ARRIS does not allow anyone to illegally copy software under any circumstances and anyone who makes, uses, or otherwise acquires unauthorized software shall be appropriately disciplined.
4. No Employee shall give Company software to any outsiders (including clients, customers and others) without prior approval.
5. Any Employee who reasonably suspects that there may be a misuse of software within the Company must immediately notify his or her supervisor.
6. All software used on company computers or loaded onto Company products must be properly obtained through appropriate procedures and channels.
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Table 1 - Additional ARRIS Policies
ARRIS Corporate Governance Guidelines
||ARRIS Code of Ethics for Employees with Financial Reporting Responsibilities
ARRIS Corporate Responsibility Policy
||ARRIS Supplier Code of Conduct Policy
||ARRIS Environment, Health, & Safety Policy
ARRIS Conflict Minerals Policy
||ARRIS Human Rights Policy
ARRIS California Transparency in Supply Chains Act of 2010 Statement
Table 2 - Legal Contacts
Table 3 - Human Resource Contacts
Hotline Number: 800-372-3083
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