2. 2
Message from the Chief Executive Officer, Ingram Micro Inc.
In the IT distribution industry, and in many others, the importance of
ethical behavior is at an all-time high. Compliance with the laws and
regulations that govern our industry is a critical first step, but more
than that, it is expected that we will do the right thing.
A good reputation takes years — even decades — to develop, but
only moments to destroy.
At Ingram Micro, we take this responsibility seriously. We should all be familiar with our core
values: Teamwork, Respect, Accountability, Integrity and Innovation. These values are the
foundation on which our Code of Conduct is built, especially that of integrity. In our Code, we
pledge ourselves to uphold the highest standards of legal and ethical conduct.
By embracing our Code, we can remain true to our guiding principle — to focus on enhancing
the success of our business partners, associates and investors, while embracing our values.
I urge you to please read the following Code of Conduct and familiarize yourself with it. If you
have any questions, please contact your supervisor, the human resources department or
the legal department.
Thank you.
Sincerely,
Greg Spierkel
Chief Executive Officer
Ingram Micro Inc.
3. 3
Message from the Chairman of the Board, Ingram Micro Inc.
The Ingram Micro Code of Conduct applies to all of us at
Ingram Micro, including members of the Board of Directors.
As the opening paragraph of the Code says, we are committed
to the highest principles of legal and ethical conduct. The Board
expects each one of you to familiarize yourself with the Code
and adhere to it in your activities at Ingram Micro. Just as
important, the Board expects that if you are unsure of anything
in the Code, or how it may apply in a particular situation, to consult with your supervisor,
the human resources department or the legal department.
Sincerely,
Dale Laurance
Chairman of the Board
Ingram Micro Inc.
4. 4
Ingram Micro | Code of Conduct
OUR INGRAM MICRO VALUE OF INTEGRITY STATES:
“We employ the highest ethical standards, demonstrating honesty and fairness in every action
that we take.” Just as important is our value of Accountability: “We take responsibility for
our performance in all of our decisions and actions.” Building upon these values and upon
long-standing company policies of legal and ethical compliance, the following Code of Conduct
reaffirms the company’s commitment to the highest standards of legal and ethical conduct.
• Conflicts of Interest. Directors, officers and
DOES THIS CODE APPLY TO ME?
associates must avoid situations that they know,
This Code of Conduct applies to everyone at
or should know, create actual or potential conflicts
Ingram Micro, in every region — all members
of interest and immediately disclose them to the
of the Board of Directors, officers appointed by
company, following the procedures described in
the Board of Directors and associates.
this Code. Furthermore, directors, officers and
associates cannot use company property for
WHAT ARE THE POLICIES AND PRINCIPLES? personal gain nor take for themselves business
opportunities that arise through the use of company
Central to this Code is the principle that members of
property, information or position.
the Board of Directors (“directors”), officers and
associates are expected to conform to the highest
• Export Laws. Ingram Micro complies with the
standards of legal and ethical conduct, including
export control laws of the United States and all other
compliance with all the laws and regulations of the
countries in which it operates, including restrictions
countries in which the company does business.
on transactions with parties on the Restricted Parties
Abiding by this principle means that directors, officers List and with certain designated countries.
and associates must comply with specific company
policies regarding legal and ethical conduct. Those
• Financial Disclosures. Ingram Micro’s filings
policies, which may be amended or supplemented
with the Securities and Exchange Commission as
from time to time, can be found on the Policies and
well as all other public communications about the
Procedures section of the company intranet site,
financial condition of the company and the results
http://usdaiis201/im-inside-sts/worldwidelegal/policies/
of operations must represent full, fair, accurate,
forms/allitems.htm. Some of the key policies are
timely and understandable disclosure.
summarized as follows:
• Foreign Corrupt Practices. Directors, officers and
• Antiboycott Laws. Ingram Micro complies with the
associates cannot pay or offer to pay
U.S. Antiboycott Law and will not cooperate in any act
money or anything else of value to government
that supports the boycott of Israel.
officials, officials of public international organizations,
political candidates or political parties for the purpose
• Antitrust and Competition Laws. As part of of obtaining or retaining business for Ingram Micro.
its policy of fair and honest dealing with customers, Ingram Micro policy also prohibits the payment of
suppliers and competitors, Ingram Micro complies bribes to commercial customers, as well as vendors,
with applicable antitrust or competition laws, to obtain or retain their business.
including the prohibitions on fixing prices or
margins with our competitors.
5. 5
Ingram Micro | Code of Conduct
• Records Retention. Directors, officers and
• Guidelines in Gathering Competitive Intelligence.
Competitive intelligence will be gathered in accordance associates must retain documents in accordance with
with applicable antitrust and competition laws and with any records retention schedule adopted by Ingram
company values. Direct exchanges of competitive Micro for that country.
intelligence with our competitors are prohibited.
• Theft and Loss Prevention. Directors, officers and
associates must protect Ingram Micro’s assets
• Guidelines on Trading in Securities. Directors,
against theft and loss and report any theft or loss to
officers and associates cannot trade in Ingram Micro
their supervisor, the security department or the
securities based on material, inside information nor
human resources department.
advise others to do so. Furthermore, they cannot trade
in the securities of other companies, nor advise others
to do so, based on material or inside information gained WHAT ARE MY RESPONSIBILITIES?
about those companies in the course of their duties for All of us — directors, officers and associates — are
Ingram Micro. responsible for complying with this Code and with all
company policies on legal and ethical conduct.
• Protection of Proprietary Information. Directors,
Just as important, all of us are responsible for
officers and associates must safeguard Ingram Micro
immediately reporting any issue of legal and ethical
proprietary information, and third-party proprietary
compliance that we encounter, in accordance with
information entrusted to Ingram Micro,from loss, theft,
the procedures discussed later in this Code. Do not
unauthorized modification and unauthorized disclosure.
hide problems, hoping that they might not be
discovered — all issues must be brought to the
• Receipt of Gifts and Gratuities. Directors, officers
light of day, immediately. This obligation is known in
and associates can accept from present or prospective
Ingram Micro as the “Sunshine Rule” and it forms a
suppliers, or offer to our customers, only gifts,
key part our Code of Conduct. Ingram Micro will
gratuities, entertainment or other courtesies that
protect from retaliation any associate that follows the
are not excessive and are consistent with reasonable
Sunshine Rule and reports a concern in good faith.
standards in the business community and specific
company requirements.
6. 6
Ingram Micro | Code of Conduct
Also, all of us are responsible for raising questions suspecting violations of the Code of Conduct
about the Code and the policies, and seeking guidance, or company policies on legal and ethical conduct must
whether from a supervisor or, for example, the human immediately report them, and disclose any potential
resources department or the legal department. conflicts of interest, to the General Counsel, who shall
in turn notify the Audit Committee.
Ignorance is not an excuse for violating this Code.
The General Counsel has primary responsibility Any associate with questions about the interpretation
for enforcing the Code of Conduct and all company of this Code or its application to a particular situation
policies on legal and ethical conduct, as well as is encouraged to contact the human resources
for issuing guidance and explanatory materials, or legal departments for further assistance; officers
subject to supervision by the Audit Committee of the and directors should direct their questions to the
Board of Directors. General Counsel.
WHERE DO I REPORT VIOLATIONS, HOW CAN THIS CODE BE AMENDED
DISCLOSE ISSUES OR ASK QUESTIONS? OR WAIVED?
Associates suspecting violations of the Code of The Board of Directors must approve any amendments
Conduct or company policies regarding legal and to this Code of Conduct. Any amendments affecting the
ethical conduct should immediately report them, and Chief Executive Officer and the principal financial
disclose any potential conflict of interest, to their officers will be promptly disclosed to the company’s
supervisor, to the Human Resources department or to shareowners. Company policies on legal and ethical
the General Counsel. Associates are encouraged, if compliance implementing this Code can be amended,
they prefer anonymity in reporting violations, to contact or additional policies adopted, only in accordance with
the Ingram Micro Hotline (see attached charts). procedures established by the General Counsel.
All officers suspecting violations of the Code of
The Board of Directors must approve any waiver of
Conduct or company policies on legal and ethical
the Code of Conduct or company policies on legal and
conduct must immediately report them, and disclose
ethical conduct for directors and officers. Any waiver
any potential conflicts of interest, to the General
affecting the Chief Executive Officer or the principal
Counsel. Furthermore, the Chief Executive Officer and
financial officers will be promptly disclosed to the
the principal financial officers (meaning the Chief
company’s shareowners. The General Counsel must
Financial Officer, the Corporate Controller and all other
approve any waiver of the Code of Conduct or
officers and associates so designated by the General
company policies on legal and ethical conduct for
Counsel) must immediately disclose to the General
associates and report any such waiver to the Audit
Counsel any material transaction that could reasonably
Committee at its next meeting.
be expected to give rise to a conflict of interest. The
General Counsel must in turn notify the Audit
Adopted by the Ingram Micro Board of Directors on
Committee of any such disclosure. Conflicts
March 3, 2003, and revised on Aug. 24, 2005, and
of interest and other issues of legal and ethical
Nov. 7, 2007.
compliance involving the General Counsel must
be disclosed to the Audit Committee. All directors
7. 7
Ingram Micro | Code of Conduct
INGRAM MICRO LEGAL & ETHICAL COMPLIANCE PROGRAM
CONTACT INFORMATION
How to Contact the Ingram Micro Hotline
• North America
North American Regional Compliance Officer: mark.okey@ingrammicro.com
How to Reach the Hotline On-Line: Click on http://www.safe2say.net/IM.htm.
How to Reach the Hotline by Telephone: Dial 1-877-INGRAM2 (877-464-7262)
• Latin America
Latin American Regional Compliance Officer: karla.vigil-berger@ingrammicro.com
How to Reach the Hotline On-Line: Click on http://www.safe2say.net/IM.htm.
How to Reach the Hotline by Telephone: Dial one of the toll-free access numbers below
and then 1-877-INGRAM2 (877-464-7262)
Argentina 0-800-555-4288 1-800-999-199
Ecuador — para operadora de idioma español
0-800-222-1288 800-1785
El Salvador — para operadora de idioma español
México
Brasil 0800-890-0288 01-800-288-2872
0800-888-8288 001-800-462-4240
01-800-112-2020
Chile 800-225-288 México — para operadora de idioma español
001-800-658-5454
Chile — para operadora de idioma español 800-360-312
República de Panamá 00-800-001-0109
Costa Rica 0800-0-114-114
Perú 0-800-50-288
Ecuador 1-999-119
0-800-50-000
1-800-225-528 Perú — para operadora de idioma español
• EMEA
European Regional Compliance Officer: terje.olaussen@ingrammicro-europe.com
How to Reach the Hotline On-Line: Click on http://ingrammicro-europe.safe2say.eu
How to Reach the Hotline by Telephone: Dial 00-800-4410-0005, except in the following countries:
Hungary 06-800-13315 Switzerland 0800-800016
8008 14144
Portugal
• Asia Pacific
Asia Pacific Regional Compliance Officer: paul.lai@ingrammicro-asia.com
How to Reach the Hotline On-Line: Click on http://www.safe2say.net/IM.htm.
How to Reach the Hotline by Telephone: Dial one of the toll-free access numbers below
and then 1-877-INGRAM2 (877-464-7262)
Australia 1-800-881-011 (Telstra) 1-800-80-0011
Malaysia
1-800-551-155 (Optus) 000-911
New Zealand
Pakistan
Bangladesh 157-0011 00 800 01001
China — for a Mandarin speaking operator 10810 800-011-1111
Singapore
800-001-0001
China — from Hong Kong 800 96 1111
Sri Lanka 430-430
China — from northern China, the Beijing region 108-888
Thailand 1-800-001-33
China — from southern and central China, 108-11
the Shanghai and Guangzhou regions 001-999-11111
800-96-1111
105-11
Hong Kong 800-93-2266 The Philippines
105-12
India 000-117 The Philippines — for a Tagalog speaking operator in the USA
• Other Contacts
Chief Compliance Officer, Rob Lindquist: robert.lindquist@ingrammicro.com
General Counsel, Larry Boyd: larry.boyd@ingrammicro.com
