final assessment leidos, inc - defence...

LEIDOS, INC 14/04/14 WWW.LEIDOS.COM

FINAL ASSESSMENT

LEIDOS, INC

The following pages contain the detailed scoring for your company based on

public information.

The following table represents a summary of your scores:

Topic Number of

questions

% score based

on public

information

Leadership, Governance and Organisation 10 65%

Risk Management 5 10%

Company Policy and Codes 12 66.7%

Training 5 50%

Personnel and Helplines 7 57.1%

Total 39 55.1%

TI has found no evidence that the company is involved in offsets and has therefore removed the two relevant

questions (A13a and A13b).


A1:

Does the company publish a statement from the Chief Executive Officer or the Chair of the Board supporting the ethics and anti-corruption agenda of the company?

Score:

1

Comments:

Based on public information, there is evidence that the Chief Executive Officer has published a statement supporting the ethics and anti-corruption agenda of the company in the Code of Conduct. The company therefore scores 1. To score higher, the company needs to provide evidence of a stronger public stance on anti-corruption or more examples of such statements from the last two years.

References:

Public:

Standards of Business Ethics and Code of Conduct (2013):

‘To the Leidos Team,

Since 1969, our company has forged a culture known throughout the industry for maintaining the highest standards of integrity and ethical behavior. We have long prided ourselves on open and honest relationships among our employees and our customers. We will sustain these virtues into the future as we continue to build trust and transparency into the operating style of Leidos. Whether harnessing the power of nature to produce efficient energy, creating the means to share critical medical data instantly and globally, delivering the military capabilities that save lives every day in combat, or delivering any of the hundreds of national security, health, and engineering solutions that define our company, your work makes our planet, our nation, and each of us better. Doing meaningful work in an atmosphere of trust and transparency makes Leidos a great place to apply our talents.

All of us must do our part to build an atmosphere of mutual trust and shared respect for the talents each of us contribute to the success of our new company. We assume that our workplace requires the highest levels of integrity and ethical expectations. We earn the respect of those around us, our customers, and even our competitors.In previous communications about ethics, I have spoken about my own career and the opportunity it has afforded me to watch people in the most stressful situations and to observe leaders good and bad. I have learned that the most admirable quality one can possess is the virtue of selflessness. It is that element of character that allows us to appreciate the importance of


being a part of something bigger than ourselves and enables our culture that values the highest ethical standards.

I have learned that high ethical standards are constantly tested, and our commitment to them must be renewed every day. The training you are about to receive will reinforce your understanding of ethical behavior — of doing the right thing even when it may be the hardest thing. Even though we are all responsible and accountable for our own behavior, you will see that our company leaders are assuming a personal role in our ethics training program, not only in direct discussions with you, but by being the role models who practice and demonstrate the highest standards.

One other thing I have learned over a lifetime: When our integrity is tested, we almost always know the right thing to do. Your greatest personal rewards will be when you have the courage to do those right things. Thank you all for all you do to make Leidos the great company it is.

John Jumper

Chairman and CEO’

https://www.leidos.com/sites/default/files/files/CodeOfConduct.pdf



A2:

Does the company’s Chief Executive Officer or the Chair of the Board demonstrate a strong personal, external facing commitment to the ethics and anti-corruption agenda of the company?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the Chief Executive Officer or the Chair of the Board demonstrate a strong personal, external facing commitment to the ethics and anti-corruption agenda of the company.

References:

Public:

NA


A3:

Does the company’s Chief Executive Officer demonstrate a strong personal, internal-facing commitment to the ethics and anti-corruption agenda of the company, actively promoting the ethics and anti-corruption agenda at all levels of the company structure?

Score:

2

Comments:

Based on public information, there is evidence that the company’s Chief Executive Officer demonstrates a personal, internal-facing commitment to the ethics and anti-corruption agenda of the company. The CEO sits on the Ethics Review Board (Executive) and the Ethics Committee (Board). His predecessor also initiated face-to-face meetings with managers to improve company ethics (2011). The CEO also introduces the company’s ethics training.

References:

Public:

SAIC 2012 Corporate Responsibility Report pp.36-40:

‘Required biennial ethics training now consists of two components:

1. A values-based, CEO-led Ethics Introduction video to kick off

manager-led core values discussions

2. Rules-based online training to address key risk areas’

‘SAIC’s manager-led discussions on core values cascade down from the CEO to each manager and then to their direct reports. Key to this effort are scenarios highlighting the importance of each core value. These scenarios enable managers to discuss the importance of doing the right thing, how to report concerns, and help reiterate SAIC’s zero tolerance of retaliation.’

https://www.leidos.com/about/corporate-responsibility

Ethics Program Structure and 2013 Update, Corporate Responsibility, Company website:

‘Leidos is constantly focused on revising and strengthening our foundational policy on ethics and compliance, our Standards of Business Ethics and Conduct. Our Ethics Review Board (ERB), an executive management committee, meets quarterly, in conjunction with an Audit



Review Board, to review significant enterprise ethics and compliance matters and strengthen the ability to review risk across the company. Members of the ERB include the CEO, chief financial officer, general counsel, executive vice president for Human Resources, sector presidents and corporate executive vice presidents.’

https://www.leidos.com/about/corporate-responsibility/ethics-and-compliance/ethics-program-structure




A4:

Does the company publish a statement of values or principles representing high standards of business conduct, including honesty, trust, transparency, openness, integrity and accountability?

Score:

1

Comments:

Based on public information, there is evidence that the company publishes a statement of values or principles representing high standards of business conduct. Leidos states core values as accountability, integrity, respect, responsibility and trust. However, the range of values falls short of the range sought by the question and there seems to be little explanation of why these values matter to the company. The company therefore scores 1.

References:

Public:

SAIC 2012 Corporate Responsibility Report p.39:

‘In 2012, the leadership team refreshed our Core Values. Accountability, integrity, respect, responsibility and trust are included in the Code of Conduct, which each employee must read to earn their annual certification.’




A5:

Does the company belong to one or more national or international initiatives that promote anti-corruption or business ethics with a significant focus on anti-corruption?

Score:

2

Comments:

Based on public information, there is evidence that the company belongs to one or more national or international initiatives. Leidos is a member of IFBEC and DII.

References:

Public:

IFBEC, Our Members:

http://ifbec.info/our-members/

DII Signatories:

http://www.dii.org/signatories

http://ifbec.info/our-members/

http://www.dii.org/signatories


A6:

Has the company appointed a Board committee or individual Board member with overall corporate responsibility for its ethics and anti-corruption agenda?

Score:

2

Comments:

Based on public information, there is evidence that the company has appointed a Board committee with overall corporate responsibility for its ethics and anti-corruption agenda.

Leidos has an Ethics and Corporate Responsibility Committee that is comprised of three directors at a minimum.

References:

Public:

Ethics and Corporate Responsibility Committee Charter (June 2014), p.1:

‘The purpose of the Ethics and Corporate Responsibility Committee (the “Committee”) is to review and recommend to management and the Board of Directors (the “Board”) objectives, policies and procedures that best serve the Company’s interests in maintaining a business environment committed to high standards of ethics and integrity, corporate responsibility and legal compliance.’

‘The Committee shall meet as often as it deems necessary in order to perform its responsibilities.’

(pp.1-2): ‘Duties and Responsibilities

To the extent allowed by the Delaware General Corporation Law, the Committee shall have, and may exercise, all powers and authorities of the Board of Directors with respect to the following:

1. Review and Recommend Ethical Standards

Review the ethical responsibilities of the Company’s employees and consultants under the Company’s Code of Conduct and relevant policies and procedures, and recommend to the Board and management enhancements to such policies and procedures deemed advisable by the Committee.

2. Monitor Procedures Relating to Ethics and Compliance


Oversee compliance with the Company’s policies and procedures regarding ethical responsibility and conduct, including the Code of Conduct and the Code of Business Conduct of the Board of Directors.

Review and evaluate the procedures for the receipt, retention and treatment of complaints (including procedures for receiving and handling complaints on a confidential and anonymous basis) regarding alleged violations of the Company’s policies, procedures and standards related to ethical conduct and legal compliance, other than those relating to accounting, internal accounting controls or auditing matters, which shall be handled by the Audit Committee.

Oversee the activities of the Company’s Employee Ethics Council, Sector Ethics Directors, Leidos Hotline, Human Resources Department and any other disclosure channel or organization performing a similar role within the Company relating to the receipt and handling of ethics or compliance related complaints.

Review and evaluate the Company’s policies and procedures addressing the resolution of conflicts of interest involving the Company, its employees, officers and directors, or their immediate family members, including transactions involving the Company and such related persons.

Review the facts, findings and resolution of any investigation involving alleged misconduct, unethical behavior, violation of the Company’s policies or potential conflict of interest involving an executive officer (other than the Chief Executive Officer) or any other person or matter of concern presented to it by the Board or the Employee Ethics Council.

Oversee the investigation of any alleged misconduct, unethical behavior, violation of the Company’s policies or potential conflict of interest involving the Chief Executive Officer or an Independent Director (as defined in the Company’s Corporate Governance Guidelines) and determine the appropriate resolution of the issues, including appropriate disciplinary or corrective actions.

Review the adequacy of the Leidos Code of Conduct and approve any request for waivers of any provisions of the Code made by or on behalf of any Executive Officer.

If presented with a matter or issue appropriately addressed by the Audit Committee of the Board or other body, refer such matter or issue to the Audit Committee or other body for consideration and jointly respond to such matter or issue, if appropriate.

Review the effectiveness of the Company’s ethics, compliance and training programs and related policies, particularly with respect to their impact on the likely treatment the Company would receive under the Federal Sentencing Guidelines.

Review data on the frequency and range of disciplinary and corrective actions taken by the Company in response to employee misconduct, unethical behavior, violation of the Company’s policies and conflict of interests and monitor the effectiveness of such actions.’

(p.3): ‘The Senior Vice President, Ethics and Compliance (or such other individual or individuals with operational responsibility for the Company’s compliance and ethics program) or the General Counsel shall communicate personally to the Chair of the Committee or to all members of the Committee (i) promptly on any matter involving criminal conduct or potential criminal conduct, and (ii) no less than annually on the


implementation and effectiveness of the Company’s compliance and ethics program.’

http://phx.corporate-ir.net/External.File?item=UGFyZW50SUQ9MjU4MjQwfENoaWxkSUQ9LTF8VHlwZT0z&t=1


‘Ethics and Corporate Responsibility Committee

The Board of Directors’ Ethics and Corporate Responsibility Committee (ECRC) meets at least quarterly and is responsible for reviewing the ethical and administrative policies, procedures and responsibilities of SAIC’s employees and consultants under the Code of Conduct. The ECRC recommends agreed-upon enhancements to such policies and procedures to the broader board and executive management.’

https://www.leidos.com/sites/default/files/files/CR-Report-2012.pdf





A7:

Has the company appointed a person at a senior level within the company to have responsibility for implementing the company’s ethics and anti-corruption agenda, and who has a direct reporting line to the Board?

Score:

2

Comments:

Based on public information, there is evidence that the company has appointed a named Senior Vice President Ethics and Compliance, Theodore W. Lay. The Senior Vice President Ethics and Compliance is responsible for implementing the company’s ethics and anti-corruption agenda.

References:

Public:

Ethics Program Structure:

‘ETHICS COMMUNICATIONS

To be effective, an Ethics and Compliance Program has to be understood and accepted by employees. Key to this effort at Leidos is a robust annual employee communication and engagement plan. This plan begins each year with a "year in review" memorandum from the Senior Vice President of Ethics and Compliance. Policy updates are disseminated regularly via the company intranet and we also communicate changes to the Code of Conduct as well as current training requirements through a number of vehicles. Articles and announcements posted to the intranet include comment sections for employees and managers at all levels.

REPORTING CHANNELS

One of the keys to the strong Leidos ethics program are the eight ways employees can report suspected violations of the Code of Conduct or any ethics concern. Leidos encourages employees to use any of the eight channels listed below to voice an ethics concern (many with anonymous options).

- Their supervisor or other individual in the management chain. - The local Workplace Relations group or sector director, or executive vice president

for Human Resources. - The Leidos Hotline which connects employees to a third-party specialist. - The Employee Ethics Council or electronic submission of concerns through the


company (Voice a Concern). - The General Counsel; Senior Vice President, Ethics and Compliance; or Chief Security

Officer. - The CEO or Chairman of the Leidos Board of Directors. - The Chair of the Ethics and Corporate Responsibility Committee of the Leidos Board

of Directors or the Chair of the Audit Committee of the Leidos Board of Directors. - The Leidos Board of Directors or Lead Director.’


Theodor W. Lay Biography:

http://www.bloomberg.com/profiles/people/18689482-theodore-w-lay

Company Website, Corporate Governance, Management:

http://investors.leidos.com/phoenix.zhtml?c=193857&p=irol-govmanage



http://www.bloomberg.com/profiles/people/18689482-theodore-w-lay

http://investors.leidos.com/phoenix.zhtml?c=193857&p=irol-govmanage


A8:

Is there regular Board level monitoring and review of the performance of the company’s ethics and anti-corruption agenda?

Score:

2

Comments:

Based on public information, there is evidence that the Ethics and Corporate Responsibility Committee monitors and reviews the performance of the company’s ethics and anti-corruption agenda. Evidence suggests that this review occurs at least annually, as the Committee meets quarterly.

References:

Public:







Review the ethical responsibilities of the Company’s employees and consultants under the Company’s Code of Conduct and relevant policies and procedures, and recommend to the Board and management enhancements to such policies and procedures deemed advisable by the Committee.


Oversee compliance with the Company’s policies and procedures regarding ethical responsibility and conduct, including the Code of Conduct and the Code of Business Conduct


of the Board of Directors.










(p.3): ‘The Senior Vice President, Ethics and Compliance (or such other individual or individuals with operational responsibility for the Company’s compliance and ethics program) or the General Counsel shall communicate personally to the Chair of the Committee or to all members of the Committee (i) promptly on any matter involving criminal conduct or potential criminal conduct, and (ii) no less than annually on the implementation and effectiveness of the Company’s compliance and ethics program.’

http://phx.corporate-



ir.net/External.File?item=UGFyZW50SUQ9MjU4MjQwfENoaWxkSUQ9LTF8VHlwZT0z&t=1








A8(a):

Is there a formal, clear, written plan in place on which the review of the ethics and anti-corruption agenda by the Board or senior management is based, and evidence of improvement plans being implemented when issues are identified?

Score:

1

Comments:

Based on public information, there is evidence of a formal, written plan on which the review of the ethics and anti-corruption agenda by the Ethics and Corporate Responsibility Committee is based. It includes reviewing complaints in regard to compliance violations, overseeing the work of the ethics departments within the company, evaluating compliance policies and procedures, reviewing the ethics and compliance training programmes, and reviewing disciplinary and corrective actions taken by the company. The company therefore scores 1. To score higher the company would need to provide evidence that improvement plans are implemented when issues are identified.

References:

Public:







Review the ethical responsibilities of the Company’s employees and consultants under the


Company’s Code of Conduct and relevant policies and procedures, and recommend to the Board and management enhancements to such policies and procedures deemed advisable by the Committee.


Oversee compliance with the Company’s policies and procedures regarding ethical responsibility and conduct, including the Code of Conduct and the Code of Business Conduct of the Board of Directors.










(p.3): ‘The Senior Vice President, Ethics and Compliance (or such other individual or


individuals with operational responsibility for the Company’s compliance and ethics program) or the General Counsel shall communicate personally to the Chair of the Committee or to all members of the Committee (i) promptly on any matter involving criminal conduct or potential criminal conduct, and (ii) no less than annually on the implementation and effectiveness of the Company’s compliance and ethics program.’










A9:

Does the company have a formal process for review and where appropriate update its policies and practices in response to actual or alleged instances of corruption?

Score:

0

Comments:

Based on public information, there is insufficient evidence that the company has a formal process for review and where appropriate updates its policies and practices in response to actual or alleged instances of corruption. The Ethics Committee has responsibility to monitor and review all ethics and compliance issues, including the review of policies and practices. The link with actual instances of corruption is implicit only.

References:

Public:

TI notes:

Ethics Committee Charter – Duties and Responsibilities:

http://investors.leidos.com/phoenix.zhtml?c=193857&p=irol-govCommittee&Committee=6466




A9(a):

Does the company have a formal anti-corruption risk assessment procedure implemented enterprise-wide?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company has a formal anti-corruption risk assessment procedure.

References:

Public:

NA


A10:

Does the company have a formal anti-corruption risk assessment procedure for assessing proposed business decisions, with clear requirements on the circumstances under which such a procedure should be applied?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company has a formal anti-corruption risk assessment procedure for assessing proposed business decisions.

References:

Public:

NA


A11:

Does the company conduct due diligence that minimises corruption risk when selecting or reappointing its agents?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company conducts due diligence that minimises corruption risk when selecting or reappointing its agents.

References:

Public:

NA


A12:

Does the company have contractual rights and processes for the behaviour, monitoring, control, and audit of agents with respect to countering corruption?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company has contractual rights and processes for the behaviour, monitoring, control, and audit of agents with respect to countering corruption.

References:

Public:

NA


A13:

Does the company make clear to contractors, sub-contractors, and suppliers, through policy and contractual terms, its stance on bribery and corruption and the consequences of breaches to this stance?

Score:

1

Comments:

Based on public information, there is evidence that the company makes clear to contractors, sub-contractors, and suppliers, through policy and contractual terms, its stance on bribery and corruption. Leidos refers third parties to its Code of Conduct. However, it does not mention the consequences of breaches. The company therefore scores 1.

References:

Public:

Company Website, Suppliers:

‘Tools and Resources for Suppliers

We would like to take this opportunity to remind our suppliers of our commitment to conduct business with uncompromising integrity. This commitment is clearly established in Leidos's Code of Conduct. Leidos requires suppliers to conduct themselves in a manner consistent with the principles of our Code of Conduct. In addition, we strongly encourage our suppliers to have proactive and meaningful ethics and compliance programs established within their organizations. We want our suppliers to understand, foster, and mirror the ethical conduct we expect from our employees in all business transactions.’

https://www.leidos.com/suppliers



A13(a):

Does the company explicitly address the corruption risks associated with offset contracting?

Score:

NA

Comments:

Based on public information, there is no readily available evidence that the company engages in offset contracting.

References:

NA


A13(b):

Does the company conduct due diligence that minimises corruption risk when selecting its offset partners and offset brokers?

Score:

NA

Comments:

Based on public information, there is no readily available evidence that the company engages in offset contracting.

References:

NA


A15:

Does the company have an anti-corruption policy that prohibits corruption in its various forms?

Score:

2

Comments:

Based on public information, there is evidence that the company has an anti-corruption policy that prohibits corruption in its various forms. The Code of Conduct has an explicit paragraph on “Kickbacks, Fraud, Bribes and Corruption”.

References:

Public:

Leidos Code of Conduct, p.10:

‘Leidos employees shall not provide any money, fee, commission, credit, gift, gratuity, thing of value, or compensation of any kind to any public official or third party to receive favorable treatment in connection with a prime contractor or a subcontract relating to a prime contract with the U.S. government. Leidos employees are also prohibited from engaging in fraudulent behavior in any of its dealings with the U.S. or any state or local government or any commercial entity, including soliciting or accepting kickbacks from customers, vendors, or subcontractors doing business in any capacity with Leidos and making any material misrepresentations to customers, vendors, or other third parties. Any other intentional behavior or activity that violates Leidos ethical standards or any applicable law or regulation is expressly prohibited.’




A16:

Is the anti-corruption policy explicitly one of zero tolerance?

Score:

1

Comments:

Based on public information, there is evidence of a zero-tolerance policy towards violations of the company’s ethical standards, but not of corruption or bribery specifically. The company therefore scores 1.

References:

Public:


‘Any other intentional behaviour or activity that violates Leidos ethical standards or any applicable law or regulation is expressly prohibited.’




A17:

Is the company's anti-corruption policy easily accessible to Board members, employees, contracted staff and any other organisations acting with or on behalf of the company?

Score:

1

Comments:

Based on public information, there is evidence that the company has an anti-corruption policy that is easily accessible. The Codes of Conduct for both employees and directors are available on the company website. However, these documents only appear to be available in English. The company therefore scores 1.

References:

Public:

Leidos Code of Conduct:


Leidos Directors Code of Conduct: http://investors.leidos.com/phoenix.zhtml?c=193857&p=irol-govhighlights


http://investors.leidos.com/phoenix.zhtml?c=193857&p=irol-govhighlights


A17(a):

Is the company’s anti-corruption policy easily understandable and clear to Board members, employees and third parties?

Score:

2

Comments:

Based on public information, there is evidence that the company has an anti-corruption policy that is easily understandable and clear to Board members, employees and third parties. There are two separate Codes of Conduct, one for employees and one for directors. Suppliers are referred to the Code of Conduct.

References:

Public:

Leidos Code of Conduct:

https://www.leidos.com/sites/default/files/files/CodeOfConduct.pdf page 9


Suppliers:






A18:

Does the anti-corruption policy explicitly apply to all employees and

members of the Board?

Score:

2

Comments:

Based on public information, there is evidence that the company has anti-corruption policies that explicitly apply to all employees and members of the Board. There are two separate Codes of Conduct, one for all employees (including executive officers, which is assessed to include executive directors), and a supplementary one for directors (which is assessed to include executive and non-executive directors).

References:

Public:

Ethics and Corporate Responsibility section of Governance Guidelines:

http://investors.leidos.com/phoenix.zhtml?c=193857&p=irol-govguidelines



Leidos Directors Code of Conduct:

‘All of the Company’s employees, including executive officers, are required to comply with the Company’s Code of Conduct, which describes our standards for protecting the Company’s and it customer’s assets, fostering a safe and healthy work environment, dealing fairly with customers and others, conducting international business properly, reporting misconduct and protecting employees from retaliation. This code forms the foundation of the Company’s corporate policies and procedures designed to promote ethical behavior in all aspects of the Company’s business. In addition, the principal executive officer and senior financial officers are also subject to the Code of Ethics for Principal Executive Officer and Senior Financial Officers, which contains additional policy guidelines and procedures relating to legal and ethical standards for conducting business.

Directors also are required to comply with a Code of Business Conduct of the Board of Directors intended to describe areas of ethical risk, provide guidance to Directors and help




foster a culture of honesty and accountability. This code addresses areas of professional conduct relating to service on the Company’s Board, including conflicts of interest, protection of confidential information, fair dealing and compliance with all applicable laws and regulations.’ http://investors.leidos.com/phoenix.zhtml?c=193857&p=irol-govhighlights



A20:

Does the company have a policy on potential conflicts of interest, and does it apply to both employees and board members?

Score:

2

Comments:

Based on public information, there is evidence that the company has a policy on potential conflicts of interest that applies to both employees and board members.

References:

Public:


‘Leidos employees must comply with organizational conflict of interest (OCI) rules that prohibit them from serving in conflicting roles that might bias their judgment, create an unfair competitive advantage, or impair objectivity in their performance. Employees should be especially cautious of potential OCIs if a particular procurement opportunity will:

Include work for which Leidos provided systems engineering and technical direction, prepared specifications or work statements, provided evaluation services, or obtained access to proprietary information

Require setting or influencing the requirements or terms for a future opportunity in which Leidos might have an interest in bidding

Result in Leidos evaluating or recommending its own products and services or those of its competitors

Afford Leidos access to proprietary or other nonpublic information about its competitors.’


Leidos Directors Code of Conduct, p.1:

‘Directors should avoid any conflicts between their own personal or business interests and the interests of Leidos. A conflict of interest can arise when a director takes actions or has interests that may make it difficult to perform his or her work for Leidos objectively and effectively, or when a director, or a member of his or her immediate family* receives improper personal benefits as a result of his or her position as a director of Leidos. Even the appearance of a conflict of interest should be avoided. If a director becomes aware of an actual or potential conflict of interest with Leido, he or



she should promptly inform the Chair of the Ethics and Corporate Responsibility Committee. If the director’s independence could be impaired, the director should also notify the Chair of the Board and the Chair of the Nominating and Corporate Governance Committee to consider what action, if any, may be required. In the case of a material conflict of interest, the director may be required to tender his or her resignation.’ http://investors.leidos.com/phoenix.zhtml?c=193857&p=irol-govhighlights



A21:

Does the company have a policy for the giving and receipt of gifts to ensure that such transactions are bona fide and not a subterfuge for bribery?

Score:

1

Comments:

Based on public information, there is evidence that the company has a policy for the giving and receipt of gifts to ensure that such transactions are bona fide and not a subterfuge for bribery. The company therefore scores 1. To score higher, the company would need to provide evidence of a clear set upper limits and of a senior authorisation procedure.

References:

Public:


‘Leidos business relationships must be free from even the perception that favorable treatment is being sought, received, or given as the result of a gift or gratuity. Leidos is subject to a range of laws that prohibit the offering and acceptance of gifts to government customers and suppliers. As such, an employee may not offer or give a gift or gratuity to any customer or accept or solicit a gift from any supplier, except as set forth in Corporate Policy SG-1.’




A22:

Does the company’s anti-corruption policy include a statement on the giving and receipt of hospitality that ensures that such transactions are bona fide and not a subterfuge for bribery?

Score:

0

Comments:

Based on public information, there is no readily available evidence of a statement on the giving and receipt of hospitality that ensures that such transactions are bona fide and not a subterfuge for bribery.

References:

Public:

NA


A23:

Does the company have a policy that explicitly prohibits facilitation payments?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company has a policy that explicitly prohibits facilitation payments.

References:

Public:

NA


A24:

Does the company prohibit political contributions, or regulate such contributions in order to prevent undue influence or other corrupt intent? Does the company record and publicly disclose all political contributions?

Score:

2

Comments:

Based on public information, there is evidence that the company regulates and discloses political contributions.

References:

Public:


‘All political activities by or on behalf of Leidos must be conducted in accordance with applicable law and the Government Affairs Handbook. Under federal law, Leidos is prohibited from making direct political contributions in connection with federal elections. However, these restrictions do not affect employee participation in the Leidos Voluntary Political Action Committee (VPAC). Employees are prohibited from making political contributions where it might reasonably be inferred that corporate reimbursement of the funds would be involved. All political activity using corporate funds, including state and local political contributions, the use of Leidos facilities, or any fundraising activity, must be preapproved by the Government Affairs Committee. All contributions, including personal contributions and contributions by certain family members, in jurisdictions with “pay-to-play” laws must be approved and disclosed in accordance with Leidos policy.’




A25:

Does the company have a clear policy on engagement in lobbying activities, in order to prevent undue influence or other corrupt intent, and discloses the issues on which the company lobbies?

Score:

2

Comments:

Based on public information, there is evidence that the company has a clear policy on engagement in lobbying activities. The Code of Conduct refers the employees to applicable laws and to coordinate with the Government Affairs Office to ensure proper disclosure. There is also evidence that the company publicly discloses the issues on which it lobbies.

References:

Public:


‘Prior to interacting with public officials, employees must familiarize themselves with applicable laws regarding gifts and lobbying, including procurement lobbying laws, and coordinate with the Government Affairs Office to ensure proper disclosure. Prior to seeking election to or accepting appointment to any federal, state, or local government office, an employee must obtain approval from the Government Affairs Committee.’


US Senate website: Lobbying Report ‘2014’ ‘Leidos, Inc.’ ‘16. Specific lobbying issues FY15 HHS Appropriations, provisions related to the National Institutes for Health, and IT systems / MilCon Approps -Health and IT/Defense Approps - medical health and IT, Malaria. H.R. 4870/S. 2410, Department of Defense Appropriations Act, 2015, provisions related to military health, IT, iEHR, DHMSM, procurement, operations, sustainment and RDT&E, Base and Supplemental (OCO) budgets. FY15 E&W Appropriations, provisions related to DOE renewable energy and clean energy, smart grid, and environmental remediation. H.R. 4903/S. 2534, Department of Homeland Security Appropriations Act, 2015, provisions



related to FEMA, TSA, border control, CBP, DNDO, NPPD, S&T and Cyber Security. FY15 VA -iEHR/VISTA, VA benefits, IT.’ http://soprweb.senate.gov/index.cfm?event=getFilingDetails&filingID=5311af6e-0050-4e6b-bafc-5f68485b4d40&filingTypeID=78

http://soprweb.senate.gov/index.cfm?event=getFilingDetails&filingID=5311af6e-0050-4e6b-bafc-5f68485b4d40&filingTypeID=78

http://soprweb.senate.gov/index.cfm?event=getFilingDetails&filingID=5311af6e-0050-4e6b-bafc-5f68485b4d40&filingTypeID=78


A25(a):

Does the company prohibit charitable contributions, or regulate such contributions in order to prevent undue influence or other corrupt intent?

Score:

1

Comments:

Based on public information, there is some evidence that the company regulates charitable contributions. The Ethics Committee Charter refers to monitoring the company’s policies and practices with respect to contributions to charitable, educational and other tax-exempt organizations. However, the policies are not publicly available. The company therefore scores 1.

References:

Public:

Ethics Committee Charter - Duties and Responsibilities:

‘Monitor the Company’s policies and practices with respect to contributions to charitable, educational and other tax-exempt organizations.’





A26:

Does the company provide written guidance to help Board members and

employees understand and implement the firm’s ethics and anti-corruption

agenda?

Score:

1

Comments:

Based on public information, there is evidence that the company provides written guidance to help Board members and employees understand and implement the firm’s ethics and anti-corruption agenda. The Corporate Responsibility Report 2012 discusses the e365 campaign where real-life ethics examples are used to illustrate the Code of Conduct. However, there is no other readily available evidence of scenarios or examples to help employees and Board members understand specific policies. The company therefore scores 1.

References:

Public:

SAIC 2012 Corporate Responsibility Report, p.40:

‘e365 Awareness Campaign

SAIC kicked off an ethics and awareness campaign in 2012 to refocus all employees on the necessity of ethical behavior and to emphasize our commitment that ethics concerns will reach the right people, that swift corrective action will be taken in valid ethics cases, and that SAIC has zero tolerance for retaliation. The e365 campaign message is simple and clear: Ethics, Everyone, Every Day. It means that employees are committed to ethical behavior 365 days a year. Since the campaign launched, SAIC’s Ethics and Compliance Office remains focused on increasing employees’ understanding of how SAIC’s Code of Conduct translates into day-to-day work experience. The campaign includes real-life ethics examples, a 24-hour third-party hotline, and electronic reporting system. Although we are moving forward with our e365 plan, in the end, its success depends on our employees. SAIC’s executive officer directly challenged employees to be constant defenders of doing what’s right and to follow the guiding lights that give employees a sense of direction — philosophical beliefs, moral compasses, the policies of our company, and the laws of our nation.’




A27:

Does the company have a training programme that explicitly covers anti-corruption?

Score:

1

Comments:

Based on public information, there is evidence that the company has an ethics training programme. However, it is not explicit with respect to anti-corruption. The company therefore scores 1.

References:

Public:


‘In 2012, the leadership team refreshed our Core Values. Accountability, integrity, respect, responsibility and trust are included in the Code of Conduct, which each employee must read to earn their annual certification. Throughout the year, we brought in key individuals to help implement and shape our program:

• A deputy director of ethics to provide training, case management,

surveys, and other support

• Three additional ethics directors, one embedded in each business group, to oversee training, case investigations, and ongoing group communications

• Two additional professional investigators

• A dedicated corporate communications lead for ethics to communicate ethics policy procedures and support the awareness program.

Required biennial ethics training now consists of two components:



2. Rules-based online training to address key risk areas.’


Link to training portal on website (not publicly accessible): https://www.leidos.com/employees


https://www.leidos.com/employees


A28:

Is anti-corruption training provided in all countries where the company operates or has company sites?

Score:

2

Comments:

Based on public information, there is evidence that every employee is required to complete biennial ethics training.

References:

Public:


‘In 2012, the leadership team refreshed our Core Values. Accountability, integrity, respect, responsibility and trust are included in the Code of Conduct, which each employee must read to earn their annual certification. Throughout the year, we brought in key individuals to help implement and shape our program:

• A deputy director of ethics to provide training, case management,

surveys, and other support

• Three additional ethics directors, one embedded in each business group, to oversee training, case investigations, and ongoing group communications

• Two additional professional investigators

• A dedicated corporate communications lead for ethics to communicate ethics policy procedures and support the awareness program.

Required biennial ethics training now consists of two components:



2.Rules-based online training to address key risk areas.’




A29:

Does the company provide targeted anti-corruption training to members of the Board?

Score:

1

Comments:

Based on public information, there is evidence that the company provides targeted ethics training to members of the Board. This is stated under the Director Orientation and Continuing Educatuion section of the Corporate Governance Guidelines. However, it is not clear how often this training is refreshed or repeated. The company therefore scores 1.

References:

Public:

Corporate Governance Guidelines:

‘New Directors are required to complete the Company’s ethics training course and to comply with the Board’s code of conduct.’

‘Continuing Education

The Board and management will provide updates and presentations on new legal and compliance issues as warranted by developments in the law or by best practices. The Company expects Directors to participate in continuing education opportunities on the Company’s organization, business units, strategic plan, significant financial, accounting and risk-management issues, governance policies and ethics. Existing Directors are expected to complete the Company’s ethics training course upon reelection and to comply with the Board’s code of conduct. The Company also expects each director to participate in external continuing director education programs as necessary to enable the director to better perform his or her duties and to recognize and deal appropriately with issues that arise. The Company shall pay all reasonable expenses related to continuing director education.’




A30:

Does the company provide tailored ethics and anti-corruption training for employees in sensitive positions?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company provides tailored ethics and anti-corruption training for employees in sensitive positions.

References:

Public:

NA


A31:

Does the company have a clear and formal process by which employees declare conflicts of interest?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company has a clear and formal process by which employees declare conflicts of interest.

References:

Public:

NA


A32:

Is the company explicit in its commitment to apply disciplinary procedures to employees, Directors and Board members found to have engaged in corrupt activities?

Score:

1

Comments:

Based on public information, there is only evidence that the company may apply disciplinary procedures to employees, Directors and Board members found to have engaged in corrupt activities. The company therefore scores 1.

References:

Public:

Leidos Directors Code of Conduct:

‘All of the Company’s employees, including executive officers, are required to comply with the Company’s Code of Conduct, which describes our standards for protecting the Company’s and it customer’s assets, fostering a safe and healthy work environment, dealing fairly with customers and others, conducting international business properly, reporting misconduct and protecting employees from retaliation. This code forms the foundation of the Company’s corporate policies and procedures designed to promote ethical behavior in all aspects of the Company’s business. In addition, the principal executive officer and senior financial officers are also subject to the Code of Ethics for Principal Executive Officer and Senior Financial Officers, which contains additional policy guidelines and procedures relating to legal and ethical standards for conducting business.

Directors also are required to comply with a Code of Business Conduct of the Board of Directors intended to describe areas of ethical risk, provide guidance to Directors and help foster a culture of honesty and accountability. This code addresses areas of professional conduct relating to service on the Company’s Board, including conflicts of interest, protection of confidential information, fair dealing and compliance with all applicable laws and regulations.’



‘Each Leidos employee must comply with the letter and spirit of the Code of Conduct and



shall promptly communicate any suspected violations to any one of the eight reporting channels. Violation of any provision of the Code of Conduct may result in disciplinary action, up to and including termination of employment at Leidos. Disciplinary action may be taken against employees who authorized or participated in the violation and also against the following

Anyone who deliberately failed to report a violation

Anyone who deliberately withheld or misrepresented relevant materials or information concerning a violation

The violator’s supervisor or manager to the extent that he or she provided inadequate leadership, supervision, or diligence

Anyone engaged in bribery or kickbacks’


Ethics Committee Charter – Duties and Responsibilities:

‘• Review the facts, findings and resolution of any investigation involving alleged misconduct, unethical behavior, violation of the Company’s policies or potential conflict of interest involving an executive officer (other than the Chief Executive Officer) or any other person or matter of concern presented to it by the Board or the Employee Ethics Council.

• Oversee the investigation of any alleged misconduct, unethical behavior, violation of the Company’s policies or potential conflict of interest involving the Chief Executive Officer or an Independent Director (as defined in the Company’s Corporate Governance Guidelines) and determine the appropriate resolution of the issues, including appropriate disciplinary or corrective actions.’






A33:

Does the company have multiple, well-publicised channels that are easily accessible and secure, to guarantee confidentiality or anonymity where requested by the employee (e.g. web, phone, in person), to report concerns or instances of suspected corrupt activity?

Score:

2

Comments:

Based on public information, there is evidence that the company has multiple, well-publicised channels that are easily accessible and secure, to guarantee confidentiality or anonymity where requested by the employee. This includes a channel operated by a third party.

References:

Public:


‘Leidos employees are encouraged to talk to supervisors, managers, or other appropriate personnel when in doubt about the best course of action. Except as discussed in the Mandatory Disclosures paragraph in this section, employees shall report any violations or concerns to:

Their supervisor or other individual in the management chain

The local Workplace Relations, group director, sector director, or executive vice president for Human Resources

The Leidos Hotline 855.753.4367, which connects you to our third-party specialists. Concerns may be reported anonymously The Employee Ethics Council or electronic submission of your concern on Horizon (Voice a Concern), which connects to www.leidos.ethicspoint.com

The general counsel, chief ethics and compliance officer, or chief security officer

The CEO/chairman of the board

The chair of the Ethics and Corporate Responsibility Committee of the board of directors or the chair of the Audit Committee of the board of directors

The board of directors or lead director’




A33(a):

Are the whistleblowing channels available to all employees in all geographies?

Score:

2

Comments:

Based on public information, there is evidence that the company has whistleblowing channels available to all employees in all geographies – telephone and on-line hotlines plus recourse to management and the Ethics Committee.

References:

Public:


‘Leidos employees are encouraged to talk to supervisors, managers, or other appropriate personnel when in doubt about the best course of action. Except as discussed in the Mandatory Disclosures paragraph in this section, employees shall report any violations or concerns to:

Their supervisor or other individual in the management chain

The local Workplace Relations, group director, sector director, or executive vice president for Human Resources

The Leidos Hotline 855.753.4367, which connects you to our third-party specialists. Concerns may be reported anonymously The Employee Ethics Council or electronic submission of your concern on Horizon (Voice a Concern), which connects to www.leidos.ethicspoint.com

The general counsel, chief ethics and compliance officer, or chief security officer

The CEO/chairman of the board

The chair of the Ethics and Corporate Responsibility Committee of the board of directors or the chair of the Audit Committee of the board of directors

The board of directors or lead director’




A33(b):

Does the company have formal and comprehensive mechanisms to assure itself that whistleblowing by employees is not deterred, and that whistleblowers are treated supportively?

Score:

0

Comments:

Based on public information, there is insufficient evidence that the company has formal and comprehensive mechanisms to assure itself that whistleblowing by employees is not deterred, and that whistleblowers are treated supportively. TI notes that the company does have a zero tolerance policy to retaliation and provides reporting channels for anyone wishing to report cases of retaliation. However, there is no readily available evidence of formal mechanisms, such as follow up with individual whistleblowers or analysis of whistleblowing channel usage statistics.

References:

Public:

TI notes:




‘Independent case management of every assigned ethics and compliance case is crucial to the successful execution of the program’s goals. This bedrock concept ensures that all issues are methodically investigated and impartially adjudicated and that whistleblowers are fully protected from retaliation. Before closure, all reported cases are thoroughly reviewed by experienced quality assurance managers.’





A34:

Does the company have well-publicised resources available to all employees where help and advice can be sought on corruption-related issues?

Score:

2

Comments:

Based on public information, there is evidence that the company has well-publicised resources available to all employees where help and advice can be sought on corruption-related issues. Leidos has an Ethics Officer in every business unit each of whom sits on the Employee Ethics Council.

References:

Public:

SAIC 2012 Corporate Responsibility Report, p.36, 38:

‘Employee Ethics Council

The Employee Ethics Council (EEC) continues to be an important resource and a strong part of the Ethics and Compliance organization. The EEC comprises representatives from each business unit in the enterprise, each of whom works closely with line managers to identify and resolve ethics and compliance issues. EEC members also serve as the front line for employee reporting. Chosen for their interpersonal skills and familiarity with the Code of Conduct, EEC members take their responsibilities seriously and are a key component of SAIC’s strong Ethics and Compliance Program. The EEC meets monthly to exchange information, discuss best practices and present concerns of interest to the enterprise. Independent case management of every assigned ethics and compliance case is crucial to the successful execution of the program’s goals. This bedrock concept ensures that all issues are methodically investigated and impartially adjudicated and that whistleblowers are fully protected from retaliation. Before closure, all reported cases are thoroughly reviewed by experienced quality assurance managers.

Communications

To be effective, an Ethics and Compliance Program has to be understood and accepted by employees. Key to this effort at SAIC is a robust annual employee communication and engagement plan. This plan begins each year with a year in review memorandum from the senior vice president of ethics and compliance. Updates are disseminated regularly to policies and the company intranet. SAIC also communicates changes to the Code of Conduct and current training requirements through a number of vehicles. There are opportunities for


employees to provide direct feedback, making communication a “two-way street.” The biannual Employee Engagement Survey includes questions about SAIC’s Ethics and Compliance Program. Articles and announcements posted to the intranet include comment sections for employees and managers at all levels.’




A35:

Is there a commitment to non-retaliation for bona fide reporting of corruption?

Score:

1

Comments:

Based on public information, there is evidence of a commitment to non-retaliation for bona fide reporting of corruption. However, although retaliation ‘can result in disciplinary action’, it is not made explicit what the company means by this. The company therefore scores 1.

References:

Public:


‘Leidos has zero tolerance for retaliation of any kind against individuals who, in good faith, raise questions, report concerns, or participate in investigations of an ethical nature. If an employee is concerned about retaliation or believes that he or she has been subject to retaliation for reporting a possible violation or for participating in an investigation, the employee should immediately contact the chair of the Employee Ethics Council (EEC); the senior vice president, Ethics and Compliance; the general counsel; or the executive vice president, Human Resources, so that the concern can be addressed promptly. Retaliation against employees for good faith reporting of misconduct is considered a serious breach of the Leidos Code of Conduct and can result in disciplinary action.’




Information Sources:

Company Website:

https://www.leidos.com/

Standards of Business Ethics and Code of Conduct (2013):



SAIC 2012 Corporate Responsibility Report:


Ethics Committee Charter:


https://www.leidos.com/






final assessment leidos, inc - defence...

Documents