CODE OF BUSINESS CONDUCT AND ETHICS

 

Introduction

 

Our Values
Conducting our business honestly, ethically and legally is CDW’s most fundamental business policy. Upholding this policy is critical to our continued success. Our integrity is more important than the profit from any business deal.

Each of us serves as the face and voice of CDW to the world. This means that in everything we do, we must operate with the highest level of integrity.


Our Compass
This Code of Business Conduct and Ethics has been developed to serve as an “ethical compass” that provides guidance for our daily activities. It is an expression of our collective commitment and dedication to ethical and legal behavior, integrity and fairness.

The Code is intended to serve as a tool to help each of us do what is right. But it will not have all the answers. There are other policies, laws, rules and regulations that apply to different areas of the organization and the various countries in which we work and do business. Our parent company, CDW Corporation, is incorporated in the
United States. Because of this and other reasons, United States law may apply even when we have business operations or conduct business activities outside the United States. Each of us has a responsibility to understand and comply with those policies, laws, rules and regulations that apply to our specific work.

This Code applies to all coworkers and board members of CDW Corporation and its subsidiaries. It also applies to all independent contractors and consultants performing work for us, and to our internal and external business relationships.


Our Responsibilities
We all have a responsibility to:

·

Read and understand the Code

·

Learn and understand the policies and procedures related to our specific work

·

Ask when we are not sure of the right course of action

·

Report any actual or perceived violations of the Code, company policies or laws



Supervisors, managers, directors and all officers have a further responsibility to:

·

Lead by example

·

Demonstrate the highest standards of ethical behavior

·

Train and educate their teams on our policies and procedures

·

Foster an environment of trust — one where coworkers can ask questions and raise concerns without fear of retaliation

·

Promptly address concerns and correct problems



Members of our Board of Directors, executive officers and other senior financial personnel of CDW are held to an even higher standard:

·

These individuals have a responsibility to comply with this Code and the additional policies and procedures described in CDW’s Code of Ethical Conduct For Directors, Executive Officers and Other Senior Financial Personnel



We treat the policies included in this Code and our underlying commitment to honest, ethical and legal conduct with the utmost seriousness. Failure to observe these policies may result in disciplinary action, up to and including termination of employment. In addition, violating laws may result in civil or criminal proceedings against CDW and, in some circumstances, against individual coworkers.


Questions
If you have a question about the Code or any other company policy, ask your supervisor, any CDW officer, Coworker Services or any member of the Legal Department. The last page of the Code provides contact information for the internal CDW departments and resources referenced in the Code.

Question and Answer

 

Question: What do I do if I’m not sure whether something I would like to do, or have been asked to do, violates the law or not?

 

Answer: If you have any doubts or are uncomfortable about a situation, always ask before acting. It is your responsibility to ask your supervisor, any CDW officer, Coworker Services, a member of the Legal Department or any of the other resources listed in the Code to discuss your concerns.

 

 

 

Question: What should I do if the right thing to do conflicts with making a profit for the Company?

 

Answer: CDW’s reputation for integrity is the cornerstone for our long-term profitability. We expect you to comply with our commitment to honest, ethical and legal conduct. If you are faced with a situation like this and are not sure what to do, contact your supervisor, any CDW officer, Coworker Services, a member of the Legal Department or any of the other resources listed in the Code to discuss your concerns.

 

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Reporting Violations of the Code

 

Your Responsibility
You are responsible for promptly reporting any problem or concern that may involve a violation of the Code. Usually the first place to go with questions or concerns is to your manager or supervisor. If you are not comfortable doing that, or if you are not satisfied that your concerns were addressed, you should contact any CDW officer, Coworker Services, or the Legal Department, or report your concerns via In Touch, CDW’s “whistleblower” program. If you feel that appropriate action is not taken following your report, you should report the violation again using a different reporting manner.

How to Use In Touch to Report Concerns
In Touch services are available to you 24 hours a day, 7 days a week via telephone and e-mail. Because an independent company operates this program, at your option you may report your concerns either anonymously or confidentially. For more information on the “whistleblower” program, including how to make an anonymous or confidential report, please refer to CDW’s Whistleblower Policy.

If you have something to report, dial toll-free

1-866-410-0CDW
(1-866-410-0239)

from any phone. You will have the option to record your message to an automated system or to speak with a person. You will be provided with a five-digit case number at the time of your call so that you can call back for an update on the matter you reported

You may also make a report by sending an e-mail message to info@getintouch.com. You must specify “CDW” somewhere in the e-mail to identify us to the independent company, which will respond to you on the status of the matter you reported.

CDW’s Policy on Retaliation
CDW will not tolerate retaliation against any individual who in good faith reports a perceived violation of the Code, or against anyone who is part of the investigation of the reported violation. Any coworker who retaliates against another coworker for making a report or participating in an investigation will be subject to disciplinary action up to and including termination of employment.

If you suspect retaliation against you or a fellow coworker, please report it promptly.


Question and Answer

 

Question: Will I get in trouble if I report a concern and it turns out to be wrong?

 

Answer: You will not be subject to discipline as long as you honestly thought something might be wrong and you did not knowingly or intentionally file a false complaint.

 

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Conflicts of Interest

We all owe our fellow coworkers and our company’s shareholders our loyalty. You should avoid any situation in which there is a conflict between your personal interests and the interests of CDW. In addition, you should avoid any activity that appears to create such a conflict.

Conflicts of interest can arise in any situation in which you exercise your judgment on the basis of your own interests rather than what is best for CDW.

This section describes certain common situations in which conflicts of interest may arise. Because it is impossible to describe every potential situation in which a prohibited conflict may arise, CDW relies on you to exercise sound judgment, and to seek guidance when you are uncertain as to the correct course of action in a given situation. It is best to err on the side of caution and disclose the potential conflict to your supervisor or the CDW officer for your area if you are uncertain as to how this policy applies in a particular situation.

 

Family Relationships
A conflict of interest may arise when you make a business decision that affects a family member. In such a situation, you may be tempted to base your judgment on what is best for your family member rather than what is best for CDW. For this reason, our policy is that (i) you should never be in a situation in which you are able to influence the employment conditions of any family member (either with CDW or with one of our vendors or customers) and (ii) you should never be directly involved in a decision to purchase from, or sell to, any organization that employs a family member, unless the employment of the family member could not reasonably be thought to affect your judgment in making such purchase or sale.


Question and Answer

 

Question: For purposes of the Code, who should be considered a “family member?”

 

Answer: You should consider your spouse, domestic partner, children, parents, parents-in-law, grandparents, grandchildren, siblings, aunts, uncles, legal guardian and anyone who shares your residence, to be a “family member.”

 

 

 

Question: My brother is interested in applying for a job at CDW. What is our policy with respect to hiring family members of coworkers?

 

Answer: There is no absolute prohibition on hiring more than one member of the same family as coworkers. Our general policy is that you should never be in a situation in which you are able to influence the employment conditions of any family member. This means you should not be directly involved in the decision whether to hire your brother and, if he is hired, you should not be in a position to influence his employment conditions (i.e. his pay, performance evaluations, promotions or termination).

We also have a more specific policy that relatives of coworkers (that is, your spouse, domestic partner, children, siblings, parents, in-laws, step relationships, grandparents, grandchildren, aunts, uncles, nieces, nephews, first cousins and legal guardians or anyone who shares your residence) may not be eligible for employment, promotion or transfer to specific positions if CDW determines that potential problems of supervision, favortism, safety, security, morale or actual or perceived conflicts may exist.

 

 

 

Question: My wife works for one of our vendors. May I continue to be involved in purchasing decisions with respect to that vendor? May I recommend that a customer purchase one of the vendor’s products?

 

Answer: You should disclose the relationship to your supervisor and the CDW officer for your area. Your involvement in decisions to purchase from that vendor, or your ability to recommend that a customer purchase one of the vendor’s products, may be limited if your wife’s employment with the vendor could be reasonably thought to affect your judgment in making the purchasing decision or recommending to your customer that it purchase that vendor's products. You must always avoid those situations in which your judgment might be or appear to be influenced by your desire to help your family member.

 

 

 

Question: Does the conflict of interest policy apply to people I date or am friends with? What about former coworkers or distant relatives?

 

Answer: You should always disclose any relationship that might affect your judgment, or be perceived by others to affect your judgment, to your supervisor or the CDW officer for your area. If your relationship with the person might influence your objectivity, you should not represent CDW in the situation in which the conflict might arise.



Financial Interests
If you or a family member has a financial interest in a company or entity with which CDW does business, that financial interest might affect or appear to affect your judgment when dealing with that company or entity. Because of this, our policy is that you may not be directly or indirectly involved in any decision by CDW to do business with such an entity, unless you have obtained approval from CDW’s Executive Committee.


Question and Answer

 

Question: I own shares in a number of public companies with which CDW does business. Does this count as a “financial interest” for purposes of this policy?

 

Answer: So long as you and your family members own less than 1% of the outstanding shares of the public company, ownership of its shares will not, standing alone, constitute a “financial interest” for the purposes of this policy.

Coworkers may, in the normal course of their responsibilities, have access to confidential information of public companies that CDW does business with. If you own stock in a company, the law prohibits you from trading that company’s stock based on confidential material information that the company has not made available to the public. For more information regarding CDW’s insider trading policy, please see the “Trading on Inside Information” section in this Code.

 

 

 

Question: I have made investments in several privately held start-up companies. These companies are developing products that they hope someday to sell to CDW and its customers. When they do, what will I be required to do?

 

Answer: If and when the companies in which you have invested do develop products, you may participate in decisions to purchase from them only if you have obtained advance approval from the company’s Executive Committee, and it is reasonable to expect that your investments will not affect your judgment. As with all conflicts or potential conflicts of interest, you should also disclose this situation to your supervisor.

 

 

 

Question: I’ve been asked to act as an advisor to a software company. I will not be paid for my time, and would like to do this on my own time. Since I don’t have a financial interest in the company, can I do this?

 

Answer: You may do so only if the venture will not compete with CDW and it is reasonable to expect that your role with the software company will not affect your judgment in fulfilling your responsibilities at CDW. Since you may not know what CDW’s plans are, you should disclose and review the proposed venture with your supervisor and the CDW officer for your area before accepting any position in order to avoid potential conflicts.

You must also honor your obligation not to disclose CDW confidential information or the confidential information of any of our vendors or customers. Please see our policy on Confidential Information in the Code for more details about this responsibility.

 

 

 

Question: May I work for a customer or vendor in my free time?

 

Answer: No. Even if you believe it would not affect your judgment, others would view this as a conflict. Our policies prohibit any coworker from working within the same industry or for a customer, vendor or direct competitor of CDW.

 

 

 

Question: I’ve been asked to serve on the Board of Directors of a company that periodically does business with CDW. May I accept the appointment?

 

Answer: You may only accept the position if it is reasonable to expect that your responsibilities and financial interest as a director for that company will not affect your judgment in fulfilling your responsibilities at CDW. You should disclose and review the offer with CDW’s Executive Committee before accepting such an appointment.

 

 

 

Question: A private company with which CDW does business has offered to sell me shares of the company’s stock before they make their initial public offering of the stock. May I accept this offer?

 

Answer: No. Even if you believe it would not affect your judgment, others would view this as a conflict.

 

 



Gifts, Entertainment and Other Courtesies
CDW wins
and retains customers and vendors because of our outstanding service and product offerings. Coworkers should always act ethically in business dealings and should not accept or offer payments, gifts, entertainment or other courtesies that might influence or appear to influence the impartiality of our judgment or anyone with whom we do, or may do, business. Giving or receiving cash gifts or anything else of value that is intended as a bribe, kickback or other improper payment is always inappropriate and may be illegal.

There are, however, some circumstances when offering or accepting a gift or reasonable and appropriate business-related entertainment may be allowable. If you have any questions about whether or not it is appropriate to accept a specific gift or offer of business entertainment, please discuss these with your supervisor.

Gifts
It is CDW’s policy that coworkers who are not involved in public sector contracting or product procurement may occasionally accept gifts valued at $50 (U.S. dollars or local equivalent) or less that do not, or could not be reasonably thought to, affect their judgment. If you receive a nominal gift during the holidays or another special occasion, it should be shared with your coworkers whenever possible.

If anyone offers or sends you a gift valued at more than $50, you must report the offer or gift to your supervisor and the appropriate level of management who will determine whether or not the gift may be accepted.

It is common practice for vendors to provide coworkers with product samples. These samples are CDW property and may only be used for business purposes such as testing or becoming more familiar with the product. If the samples cannot be returned or used for other company purposes, they may be made available to coworkers for other business purposes including as prizes and awards at company functions at the discretion of Coworker Services. You must always obtain approval from the IT Department before installing any software or hardware on CDW systems.

Entertainment
Occasionally offering or accepting reasonable and appropriate business entertainment may be appropriate if intended to facilitate a business relationship and so long as it does not compromise, or appear to compromise, the recipient’s objective and fair judgment.

It is our policy that coworkers may accept tickets to a sporting or other event, a golf outing, transportation, lodging, meals and other expenses if it meets the following criteria:

·

It is reasonable and customary,

·

It is local and part of a group attended by a business partner, and

·

It is business related and has been approved by the appropriate level of management



Public Sector Guidelines
Different guidelines apply when dealing with public sector customers and with procurement of products for public sector transactions. Certain activities that are acceptable when dealing with commercial customers may violate government and other public agency and ministry regulations. These guidelines are discussed in the section of the Code titled “Interaction with the Government.”

For more information, please see our Corporate Travel and Entertainment Policy and the Supplemental Guidelines on Reporting Gifts, Entertainment and other Courtesies available on Coworkernet.


Question and Answer

 

Question: I am not involved in selling, recommending or procuring products for our public sector customers. The policy says I can occasionally accept gifts from vendors if doing so will not or could not be reasonably thought to affect my judgment in purchasing or recommending that vendor’s products. How can I tell whether accepting a gift from a vendor would not be reasonably thought to affect my judgment?

 

Answer: Whether it is appropriate to accept a gift from a vendor must be determined on a case-by-case basis and depends on the actual facts and circumstances. In all cases, if the acceptance of the gift would or could be thought to make you more likely to purchase or recommend products of a vendor, then accepting the gift would be inappropriate. The following are some (but not all) of the factors that might be considered in determining whether a gift may be accepted:

·

the dollar value of the gift

·

the vendor’s stated purpose for the gift

·

whether it is reasonable and customary

·

and whether you believe that accepting the gift would alter your views or recommendations regarding the vendor’s products or influence you to do anything that is prohibited by our company policies.

 

 

 

Question: One of our vendors sent me a copy of its new software so that I could become familiar with its capabilities. May I accept this software?

 

Answer: Yes, for testing and familiarization purposes only. You must report the receipt of the software to your manager. Any product received for this purpose is considered CDW property. You must also obtain approval from the IT Department before installing the software onto your computer or the company network.

 

 

 

Question: May I accept a vendor’s offer to pay for a business lunch?

 

Answer: Yes, if it is reasonable and customary, the vendor will be present and you have obtained approval from the appropriate level of management.

 

 

 

Question: One of my vendors offered me a 10% discount on any products in their new promotional line. May I accept this offer?

 

Answer: You may not accept a discount for personal purchases unless the vendor offers the discount program to all coworkers and the program has been approved by Coworker Services.

 

 

 

Question: I entered a prize drawing at a trade show and won a laptop. May I keep it?

 

Answer: You may keep a prize if it is awarded randomly in a drawing.

 

 

 

Question: Is a $25 gift certificate to a local restaurant the same as a cash gift?

 

Answer: Yes.

 

 

 

Question: A vendor offered me tickets to a baseball game. The vendor representative will also be there. May I accept?

 

Answer: Yes, if the entertainment is usual and customary for your business and you have obtained approval from the appropriate level of management.

 

 

 

Question: A customer is considering purchasing products from three companies, one of which is CDW. The customer has told me that he will purchase those products from CDW if I can get him tickets to a sold-out sporting event. What should I do?

 

Answer: You should refuse to provide the tickets and tell the customer that CDW secures business because of its wide variety of product offerings and its high level of customer service — not through “extras” offered to induce customers to do business with us.

 

 

 

Question: A potential new customer is coming to town for social reasons. Because he has indicated an interest in purchasing products from CDW before, but has not yet done so, I would like to take him to dinner and explain the benefits that CDW can offer his business. Is this appropriate?

 

Answer: A local business dinner at an appropriate location during which you intend to describe CDW’s service and product offerings in order to win a new client may be appropriate, although you must make sure that the expenses for the dinner are reasonable. The CDW officer for your area should approve the dinner in advance.



Using Corporate Opportunities for Personal Benefit
Vendors, suppliers or customers might approach you with ideas and opportunities for CDW. As a CDW coworker, we expect that the information you learn through work or as a result of your employment with CDW will be used for the benefit of CDW. It is not acceptable for coworkers to use corporate opportunities or information for personal gain or to support an outside business venture.


Question and Answer

 

Question: A customer wants to purchase a product line CDW does not carry and they will not accept any other manufacturer’s product. May I buy the product and sell it to the customer on my own?

 

Answer: No. This business opportunity belongs to CDW. You should instead contact the Purchasing Department to see if CDW can accommodate the customer’s request. Selling IT products on your own also violates the company’s policy prohibiting outside employment or business activities that compete with or are in the same industry as CDW.

It is also a violation of company policy to resell products purchased from CDW through our discounted purchase program for coworkers.

 

 

 

Question: I just learned that CDW is considering purchasing a piece of real estate. I am also an investor in a business that seeks out real estate investment opportunities. May I encourage my real estate business to investigate purchasing this property?

 

Answer: No. Because you learned of the potential real estate purchase through your employment at CDW, these transactions are considered corporate opportunities belonging to CDW. You must not use the information you have learned in an attempt to reap a personal gain.

 

 

 

Question: A private company with which CDW does business has offered to sell me shares of the company’s stock before they make their initial public offering of the stock. May I accept this offer?

 

Answer: No. This business opportunity belongs to CDW. However, it is our company policy that neither individual coworkers or CDW may accept such offers from private companies with which CDW does or may do business.

 

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Public Reporting and the Securities Laws

 

Integrity of Public Filings
We have a responsibility to our shareholders and coworkers to provide accurate information about our business to the public for the purpose of evaluating our performance.

CDW is committed to providing full, fair, accurate, timely and understandable disclosure in all of our public reports and documents that we file with, or submit to, the U.S. Securities and Exchange Commission and in any other public communications we make. We expect coworkers involved in preparing this information to comply with the applicable rules and regulations concerning public reporting and to respect both the letter and the spirit of those requirements.

Internal Reporting
To uphold our commitment to provide accurate and timely public disclosure, it is essential that we maintain sound internal reporting policies.

To that end, CDW’s internal records and information must be accurate, complete and reliable. You must ensure that any business records and other information for which you are responsible meet these requirements. Those business records include, but are not limited to:

·

Time sheets

·

Expense statements

·

Purchase orders

·

Invoices

·

Accounting records

·

Operations records

·

Inventory reports

·

Quality control reports

·

Maintenance records

·

Sales projections



Trading on Inside Information
It is extremely important to CDW that coworkers comply with the securities laws governing insider trading. Not only is it unethical to ignore such laws, it is illegal. The insider trading laws prohibit you from trading CDW stock if you are aware of any material non-public information about CDW. “Material information” is information that would affect a reasonable person's decision to buy, sell or hold stock. In addition, you and your family members who share your household should not, under any circumstances, trade options for or sell “short,” CDW stock.

The insider trading laws also prohibit you from “tipping” or providing other persons with material non-public information about CDW.

Coworkers may, in the normal course of their responsibilities, have access to confidential information of public companies with which CDW does business. If you own stock in a company, the law also prohibits you from trading that company's stock if you are aware of material information that the company has not made available to the public.

It is important not to share any material nonpublic information with anyone, including family, friends and fellow coworkers, and not to discuss such information in public areas. For a more detailed description of our policies concerning insider trading, you should refer to the CDW Corporation Insider Trading and Confidentiality Policies available on Coworkernet.


Question and Answer

 

Question: As a result of my employment with CDW, I have become aware that CDW is considering acquiring another publicly-traded company. May I purchase shares of that “target” company or tell a friend of mine about the potential acquisition so that he may do so? May I purchase or sell shares of CDW?

 

Answer: This information is considered material nonpublic information about the target company. It would be illegal for you to buy stock of the “target” company or to “tip” your friend so that he may do so. In addition, because information about the possible acquisition might also be considered material nonpublic information about CDW, you are prohibited from trading in CDW’s stock until the information is announced publicly.

 

 

 

Question: One of CDW’s vendors told me about an upcoming launch of an important new product that has not yet been publicly announced. May I purchase or sell shares of the vendor’s stock?

 

Answer: No. This information is likely material, non-public information of the vendor and you may not buy or sell the vendor’s stock until the new product launch is announced to the general public.



Disclosure of Information regarding CDW
The law and SEC regulations require us to provide orderly, consistent and credible information to all members of the investment community on an equal basis. To ensure that information is disclosed accurately and at the appropriate times, only certain officers of CDW are authorized to disclose information about CDW. If a member of the media, or a stockholder, investor, analyst, other securities industry professional, or anyone else outside the company asks you a question regarding CDW’s business or the company’s financial performance, or invites you to participate in a survey or speak at a public event, please refer them to Investor Relations. Similarly, you should direct any inquiry from a government agency to CDW’s Legal Department. For more information about this policy, please refer to the CDW Corporation Disclosure Policy available on Coworkernet.

Question and Answer

 

Question: I received a phone call from a reporter asking me how our sales look this quarter. How should I handle this call?

 

Answer: You should tell the caller that you are not the appropriate person to answer this question and refer the caller to Investor Relations.

If a similar question comes up during a general conversation with someone, you should never feel rude in not answering the question — you can simply say that you are not authorized to answer the question, and move on to another topic.

You should never talk to anyone outside the company about company corporate or financial matters, such as sales performance, distribution center performance, CDW’s performance as a company, or even what you are seeing generally — such as strength or softness in sales, quote levels, vendor program activity, etc.

 

 

 

Question: One of my vendors sent me a press release they want to issue to announce a new partnering program with CDW. What should I do with it?

 

Answer: You should forward the press release to the Manager, Media Relations and to Investor Relations and inform the vendor that company management must approve all press releases about CDW.

 

 

 

Question: I was quoted in a magazine article approved by Investor Relations and Media Relations and am now receiving telephone calls from a variety of people outside the company. How should I handle these?

 

Answer: You should refer the callers to Investor Relations or Media Relations. Even if you were originally authorized to participate in an interview or to release specific information to someone outside the company, you must never participate in subsequent conversations without first checking with and obtaining approval from Investor Relations.

 

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Competing Fairly

 

Antitrust and Other Competition Laws
The antitrust and other competition laws prohibit agreements among competitors that restrict trade or price competition. For example, coworkers are prohibited from having discussions or entering into agreements with a CDW competitor that have to do with pricing, customer allocation or market allocation. Also, in certain circumstances, discriminating against one customer by offering another customer different pricing or terms can violate the law. It may also be illegal to receive special pricing or terms from vendors that are not offered to others on equal terms. These laws reflect the commitment of the
United States and other countries to a free enterprise system.

The antitrust and competition laws can also apply to the release of confidential information about CDW’s operations to third parties such as trade associations or other groups engaged in benchmarking exercises. If you are asked to provide any proprietary or confidential information about CDW to anyone outside the company, you must check with the Legal Department and Investor Relations to make sure that releasing the information will not violate the Company’s confidentiality and disclosure policies and that the data is being collected and used appropriately in accordance with the antitrust and other competition laws. In addition, only certain officers of CDW are authorized to disclose information about CDW. More information about the company’s confidentiality and disclosure policies can be found in the “Confidential Information,” “Coworker Privacy,” “Customer Privacy” and “Disclosure of Information Regarding CDW” sections of this Code.

Confidential Competitor Information
As part of our overall commitment to ethical and honest business dealings, we will compete fairly and show the utmost respect for our competitors. We must not steal, use, or trade stock based on confidential information belonging to our competitors. Confidential information may include, for example, pricing information and information concerning new or planned product offerings. Confidential information does not include information gathered in the general marketplace (e.g. in industry publications, press releases, on public websites, etc.), including general public information about our competitors’ products and services.

Given our business as a reseller of computers and related technology products and services in an industry with many competitors, we may be confronted with instances in which the antitrust or other competition laws will apply. For this reason, we have developed a separate guide that relates specifically to these matters. The “CDW Corporation Code of Conduct Antitrust Supplement,” which is particularly applicable to sales managers, purchasing managers, marketing managers, directors and officers, is available on Coworkernet.

 

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Interaction with the Public Sector

 

Doing Business with the Public Sector Is Different Than Doing Business with Commercial Customers
There are very important laws and regulations regarding the standards of conduct and ethical requirements for doing business with the public sector, which includes:

·

Federal, state, provincial and local government agencies and ministries

·

Schools, colleges and universities

·

Certain health care organizations

·

Other public entities or agencies


These laws and regulations apply to all aspects of conducting business with the public sector — including (but not limited to) marketing, product procurement and sales.

It is CDW’s policy to comply with all applicable rules and regulations when doing business with public sector customers and our suppliers.

Selling to the public sector can be very different than selling to commercial customers. When selling to public sector customers we are required to comply with a wide range of complex laws and regulations. These cover a broad range of activities from the bidding process and contract negotiation to contract administration and performance.

For each public sector customer with which CDW interacts, there may be different laws and regulations we must follow. Because of this, we ask you to consult with your supervisor or the Legal Department if you have any questions, or if you learn of or suspect possible wrongdoing.

Coworkers outside the
United States may be required to comply with additional rules or policies particular to the country they work in.

Special Rules for Bidding on Contracts with Public Sector Customers
Proposals must be made independently and without consultation or collusion with other contractors. It is CDW’s policy to comply fully with antitrust and other competition laws that apply to doing business with public entities. It is illegal to engage in price fixing, bid rigging and bid rotation (agreements among competing contractors to take turns as the low bidder).

As with all of our business, bids, proposals and statements to public sector customers must be made in good faith and may not omit any information or include any statements that are false or misleading. When CDW’s subsidiary companies enter into contracts with public sector customers, we must often include certain representations and certifications that the company complies with specific legal requirements. These representations and certifications must be truthful and may only be made by authorized representatives of the company. Please direct any questions regarding these requirements to your supervisor, your local Program Management Department or the Legal Department.

Offering Gratuities to Public Officials
A gratuity can be just about anything of value, such as entertainment, meals, gifts, money, stock, tickets to the theatre or sporting events, forgiving a debt, making payments or loans, etc.

Offering or giving a gratuity to a public official is prohibited, except in very limited circumstances, even if you do not intend to influence his/her official actions or decisions. The same rule applies when CDW is supporting prime contractors on publicly funded programs.

Are Gifts, Entertainment or Other Courtesies Ever Permitted?
Only in very limited circumstances. You may be allowed to give a gift or other courtesies to an employee of a public sector customer. For example, some agencies may allow you to provide business courtesies such as coffee and refreshments to their employees on an occasional basis when they are visiting your office. In some instances, meals may be provided when they are part of a widely attended conference. Some agencies may permit their employees to accept very inexpensive promotional items such as pens, mouse pads, T-shirts or coffee mugs. Gifts to public officials may also be permitted if it is clear that they are given because of a personal relationship (such as a wedding or birthday present to a friend who works for a government agency) and not for business reasons. However, even small gifts or courtesies may not be allowed if it could appear that they are given because of a public sector employee’s official position or to influence his/her impartiality. Because of this and also because different entities and agencies have different rules, coworkers should consult with their supervisor or the Legal Department for guidance before offering a gift or any other courtesy to an employee of a public entity.

What Is a Bribe?
A bribe is giving, offering or promising anything of value to an official to influence that official’s performance of his or her job responsibilities.

It is illegal to bribe an official, a prime contractor on a publicly funded program, or anyone else that may be in a position to decide how public funds are spent. Coworkers are strictly prohibited from offering or making bribes.

Just about anything of value could be considered a bribe if there is a corrupt intent to influence. For example, this may include entertainment, meals, gifts, money, stock, tickets to the theatre or a sporting event, forgiving a debt, making payments or loans, etc. The value of the item is not the issue; offering or giving something to influence an official's actions is what makes it a bribe.

What Is a Kickback?
Coworkers are strictly prohibited from accepting kickbacks, gifts or favors from our vendors or giving kickbacks to prime contractors. A kickback is the offer, solicitation, payment or receipt of anything of value in return for favorable treatment in connection with a prime contract or subcontract with a public sector customer. Kickbacks are illegal. In simple terms, it is illegal to offer anything of value to influence someone to award a contract or sale to CDW.

Do The Prohibitions Against Bribes and Kickbacks Apply to Business Outside of the countries in which CDW and its Subsidiaries operate?
Yes. It is illegal to offer or give anything of value to foreign officials, directly or indirectly, when doing business in a foreign country. The laws of the countries in which CDW operates, including the U.S. Foreign Corrupt Practices Act, prohibit CDW coworkers from offering, paying or promising anything of value to a foreign official, or to an official’s family members, or even to a charitable foundation, in order to influence any official decision in a way that helps CDW obtain or retain business, or to enact legislation, regulations or rulings that would benefit our business, or for any other improper purpose. This includes payments to reduce taxes or customs duties.

Local practice or custom in a foreign country may be confusing. While certain nominal payments to foreign government officials may be permitted, because of the complexity of the Foreign Corrupt Practices Act, you must always consult the General Counsel’s office in advance of any payment to a foreign official.

Making an improper payment through partners or agents we work with is also prohibited. Where appropriate, our partners and agents should sign a written contract promising not to make payments prohibited by local law or the Foreign Corrupt Practices Act.

What Are the Procurement Integrity Rules?
The laws in the countries in which CDW and its subsidiaries operate prohibit companies from requesting or receiving source selection information, or proprietary or confidential information of other contractors.

“Source selection information” generally means non-public information that a public entity or agency prepares to evaluate a bid or proposal for a contract. This information may include competitors’ bid prices, source selection plans, technical evaluations, and rankings of bids, proposals or competitors.

“Proprietary or confidential information” is information from another contractor that the other contractor does not customarily release to the public and that would cause it competitive harm if the information was released. Confidential information could include technical, business or pricing strategies, “trade secrets,” and cost or pricing data.

You must not request, receive or use such information. If you believe that someone has revealed source selection or proprietary or confidential information to you, you must immediately report this to the Legal Department.

What Should I Do if I Receive a Request for Information from a Public Sector Customer?
Public sector contracting is a highly regulated activity and we occasionally receive inquiries and requests for information from public sector customers (or prime contractors) relating to our contracts. It is CDW’s policy to cooperate fully with reasonable inquiries consistent with the company's legal obligations. To properly coordinate CDW’s response, please direct all such inquiries or information requests to your local Program Management Department or the Legal Department.

 

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In the Workplace

 

Equal Opportunity
We believe that to excel, we must continue to hire the best talent and encourage full commitment from all coworkers. In keeping with this conviction, it is CDW’s policy to hire and to provide coworkers with the opportunity to grow, develop and contribute fully to our collective success without regard to race, color, religion, national origin, gender, sexual orientation, disability, age, veteran status or any other status protected by federal, state, provincial or local laws. For a more detailed description of CDW's equal opportunity policies, see the “Equal Opportunity, Affirmative Action and Non-Discrimination Policy” section of the Road to Success.


Question and Answer

 

Question: It seems like my supervisor always gives the best job assignments to the same people. Is there anything I can do?

 

Answer: You should talk with your supervisor about this and let him or her know that you feel you are not being treated fairly when he or she passes out job assignments. Be prepared to discuss specific examples. If you are not comfortable discussing this with your supervisor, contact any Coworker Relations Manager or Coworker Services Representative. You may also report your concerns using any other method listed in the section “Reporting Violations of the Code.”



Harassment
We are committed to providing a work environment free from harassment. We will not tolerate harassment of an applicant or coworker (or a customer or vendor) based on race, color, religion, national origin, gender, sexual orientation, disability, age, veteran status or any other status protected by federal, state, provincial or local laws. Workplace harassment of coworkers by non-CDW employees (and vice versa), such as customers or vendors is also prohibited. For more information concerning CDW’s harassment policy, including the definition of prohibited harassment, see the “Prohibition of Sexual and Other Unlawful Harassment” section of the Road to Success.


Question and Answer

 

Question: My coworkers make fun of my sexual orientation. What should I do?

 

Answer: CDW does not tolerate this behavior. We encourage you to let your coworkers know that this behavior is not appropriate and report the conduct to your supervisor and any Coworker Relations Manager or Coworker Services Representative. You may also report this behavior using any other method listed in the section “Reporting Violations of the Code.”

 

 

 

Question: I am a manager and one of the coworkers reporting to me feels he is being discriminated against because he is from a foreign country. He doesn’t want to report this to Coworker Relations and has asked me not to do so. What should I do?

 

Answer: As a manager, you are responsible for making sure that incidents like this are reported, even if after you encourage him the coworker does not wish to do so. You should report the allegations to Coworker Relations so that the situation can be investigated.



Health and Safety in the Workplace
CDW strives to maintain a working environment which provides for the safety and well being of our coworkers, visitors and the surrounding community. CDW is committed to upholding health and safety standards which apply to its operations and activities. Keeping health, safety, and fire prevention in mind is the responsibility of all coworkers.

Special policies may apply to certain work areas within our facilities, such as Distribution Centers. To protect our coworkers, we have implemented a number of occupational health and safety programs and procedures. More information concerning CDW’s safety policy can be found in the “Emergencies, Safety, Security” section of the Road to Success. Our safety policies apply to visitors as well as coworkers.

Threatening or intimidating behavior, assaults and violence of any kind are prohibited. Coworkers may not bring firearms, other weapons, explosive devices or dangerous materials onto CDW premises or possess such items during job-related activities.


Question and Answer

 

Question: I think one of my coworkers may be using illegal drugs at work. How can I help him?

 

Answer: You have an obligation to report your suspicions to Coworker Relations or via any other avenue listed in the section “Reporting Violations of the Code.” CDW is committed to ensuring a safe and productive environment for everyone and prohibits the use of illegal drugs at work.

 

 

 

Question: I hurt my back at work, but it’s not too bad. Can I wait a few days to see how I feel before I decide whether or not to report it?

 

Answer: No. Safety is a priority at CDW. Any injury, no matter how minor, should immediately be reported to your supervisor and a safety incident report must be completed. It is company policy not to take adverse action against any coworker who reports a workplace injury.

 

 

 

Question: One of the coworkers on my team takes shortcuts and ignores safety rules when we have deadlines to meet. What should I do?

 

Answer: Safety must never be compromised. You must immediately report this behavior to your supervisor, the local safety department or via any other avenue listed in the section “Reporting Violations of the Code.”



Protection of Company Property
CDW provides computers, furniture, equipment and other company property to help you successfully do your job. When CDW property is damaged, whether as a result of theft, carelessness or waste, it has a direct impact on company profitability. Each of us has a responsibility to properly care for and maintain this property.

You can find additional information about the use of CDW’s property in the “Emergencies, Safety, Security” section of the Road to Success.

Use of Computers and Other Company Resources
Just as we are committed to providing our customers with the right technology, right away, we strive to maintain a working environment that encourages the use of technology to support our business. While we recognize that company equipment and resources may, to a minimal extent, be used for personal activities, these resources are still CDW property. All company policies and practices, including those concerning harassment, discrimination, solicitation, and intellectual property rights apply when using these systems. Installing software onto your computer or the company network without approval from the IT Department is prohibited. For more information concerning the use of computer resources, including CDW’s right to monitor the use of such resources, please see the “Computers and Electronic Communication Systems” policy in the “Employment Practices” section of the Road to Success.

 

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Other Key Compliance Issues

 

Political Activities
CDW’s coworkers are free to be involved in political activities and may make personal contributions to political candidates or organizations. However, generally these actions should not be conducted on CDW’s time or using CDW’s assets or resources. For example, it is generally not appropriate to use the company’s telephone, e-mail, fax or copiers for political activities. Additionally, coworkers may not solicit anything politically related from another coworker for any purpose during working time. More details about our solicitations and literature policy can be found in “The Work Environment” section of the Road to Success.

Federal, state and provincial laws generally prohibit corporations from making political contributions, or limit the size of contributions. No coworker is authorized to make any political contribution or engage in any political activity on behalf of CDW.


Question and Answer

 

Question: I do volunteer work for a candidate I strongly support. May I distribute her campaign literature in the cafeteria during lunch?

 

Answer: No. Our policy prohibits the distribution of literature in the workplace or on company property at any time for any purpose.

 

 

 

Question: May I volunteer to speak on behalf of a candidate at a fund raising dinner?

 

Answer: Yes. However you must make it clear that you do not represent CDW. You should also not wear a shirt or any item with the CDW name or logo on it, so that you do not imply that CDW is endorsing the candidate.



Protection of the Environment CDW is committed to doing business in a manner that does not adversely impact the environment. The company’s policy is to strictly obey the laws that protect the environment. Coworkers have a responsibility to follow environmental laws, not only because it makes sense, but also because a violation can create a hazardous situation and may constitute a crime. Any person who knowingly or negligently violates such laws can be subject to fines and penalties - both civil and criminal. You are expected to understand and comply with the environmental laws and regulations affecting our business.

Intellectual Property Rights
Intellectual property rights include trademarks, copyrights, patents and trade secrets. These may include company logos, names of product offerings, photographs and images, articles published electronically or in print, books, and software. CDW protects its own intellectual property rights and respects the intellectual property rights of others. If we want to use intellectual property owned by someone else, generally CDW must either purchase these rights or obtain a license to use the property. Please contact the Legal Department with any questions.


Question and Answer

 

Question: We found an image online that we would like to use in an upcoming promotion. Can we download the image and use it?

 

Answer: Unless the image is owned by CDW, you generally must obtain a license from the owner before using the image.

 

 

 

Question: A friend of mine gave me a great software program that would help me do my job. May I install it on my computer?

 

Answer: No. CDW prohibits coworkers from making unauthorized copies of software programs. If there is a business need for the software, a proper license should be obtained, and the IT Department must approve the installation of the software on our systems.



Confidential Information
Our success as a company depends in large part on the development, use and protection of confidential information. “Confidential information” includes information relating to our present or future business plans, our vendors and our customers which has not been released to the public. Coworkers must not disclose confidential information outside of CDW unless there is a clear business purpose for doing so and the recipient has signed a CDW-approved confidentiality agreement.

It is your duty to preserve and protect confidential information both during and after your employment with CDW. You should always be cautious about discussing business matters with other authorized coworkers in the presence of, or within hearing distance of, unauthorized persons, including family and friends. From time to time CDW may also receive confidential information from other companies with which it does business. CDW will not tolerate any CDW coworker’s stealing, disclosing or use of CDW’s, or any other company’s, trade secrets or confidential and proprietary information.

Disclosing CDW or other company confidential information to someone who then buys or sells stock based on that information may also violate insider trading laws.

For more information regarding your confidentiality obligations, please see the “Confidential Information” policy in the “Employment Practices” section of The Road to Success.


Question and Answer

 

Question: Our department hired a coworker who used to work for one of our competitors. Can she share the information she developed for her former company with our team?

 

Answer: It is not ethical for you to request that she share, or for her to share her former company’s confidential information. She is obliged to protect her past employer’s confidential information just as you have a duty to protect CDW’s confidential information while you work for and if you leave the company.

 

 

 

Question: I received a fax addressed to a competitor that was inadvertently sent to me. Can I use the information in the fax?

 

Answer: No. CDW respects everyone’s confidential information, including that of our competitors. You may not use confidential information that is accidentally disclosed. You should immediately call the sender and return the fax.



Coworker Privacy
In order to comply with laws and operate our business, CDW must maintain certain information about our coworkers. As part of CDW’s commitment to coworker privacy, this information may only be disclosed to those coworkers who need it in order to perform their jobs and only in accordance with the law. It is not to be used outside of CDW, except as authorized by the coworker or as required by law or other legal requirements. For details on how you can access your own personnel records please see the “Personnel Records and Updating of Personal Information” policy in the “Employment Practices” section of The Road to Success.

Customer Privacy
We base our business on the trust our customers place in us. Just as with CDW’s confidential and proprietary information, coworkers are required to maintain the confidentiality of all information about or belonging to CDW’s customers. You should not disclose information about or belonging to customers, except as authorized and necessary in the performance of your job responsibilities. Customer information that should remain confidential includes, but is not limited to, proprietary information, contract arrangements, pricing terms, name and contact information, credit card numbers and bank account information. For more information regarding our customer privacy policies see our CDW Corporation Privacy Policy.

Exports
CDW is committed to complying with the export and import laws and regulations, consistent with
U.S. law, in countries in which CDW does business or to which CDW exports.

We must comply fully with all laws and regulations of the
United States concerning the export of goods, services, software and technology (including technical data and technical assistance). To comply with U.S. export laws and regulations may require CDW to obtain U.S. Government authorizations, and full compliance with the terms and conditions of such authorizations is mandatory. If CDW does not comply with these laws and regulations, we could be fined or even denied the right to participate in export trade. Furthermore, fines and/or imprisonment may be imposed by the U.S. Government on coworkers determined to have violated U.S. export controls laws and regulations. Therefore, it is important that you are familiar with any laws relating to exports applicable to your position at CDW, and you do not allow any unauthorized exports to be made. Please see CDW’s policy on International Shipping on Coworkernet for additional information.

Any questions you may have concerning the export or import laws and regulations, or their application to a particular situation, should be directed to your supervisor, or to CDW’s Logistics Manager.

 

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Waivers and Amendments

 

The Corporate Governance Committee of CDW’s Board of Directors must approve in advance any waiver of any provision of this Code. Any such waiver, to the extent required by law, shall promptly be publicly disclosed if it relates to an executive officer or a member of the Board of Directors.

CDW continues to review its policies and, in connection with that practice, the Code may be revised from time to time. It is your responsibility to review the policies and procedures in the Code and to keep yourself apprised of any changes. The most current edition of the Code will be maintained on Coworkernet and hard copies of the Code are available for review from Coworker Services.

 

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Internal Resources — Whom to Contact for Help

 

Internal contact information for the resources and departments referenced in the Code is available to all CDW coworkers on Coworkernet.

 

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