Ethics
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2-Code of ethics and corporate governance guidelines of Waste Management Inc
Waste Management Inc. is a publicly traded company whose shares are traded at the New York Stock Exchange. At Waste Management, all members are required to adhere to the principles of integrity, ethics, and inclusion. The company has a written code of ethics and conduct for its employees, shareholders, and senior officers. Every year, each employee or director of waste management receives a copy of the company’s code of conduct titled “Focus on Integrity and Inclusion.” The code summarizes how the company does its business and also includes a process of how stakeholders may report unethical or illegal activities. The company’s code of conduct include issues such as diversity and inclusion, mutual respect, equal opportunities, conflicts of interests, insider information and trading, worker compensation, maintenance of quality services, preservation of privacy and confidentiality, compliance with the rules and regulations, and an integrity helpline among other issues (Waste Management, 2016).
Waste Management also maintains a strong corporate governance framework. The company’s corporate governance guidelines include a clear explanation of the board responsibilities, the board structure, the directors’ nomination, and board operations including meetings.
3-Demonstrate how the Code of Ethics and Corporate Governance Guidelines meet (or don’t meet) the Sarbanes-Oxley and NYSE rules. Also discuss what additional provisions the company has included in its Code and Guidelines, if any, and why.
The code of ethics and the guidelines for corporate governance of Waste Management adequately meet the requirements of the NYSE and Sarbanes-Oxley rules. First, the company provides a written code of conduct and makes these guidelines available on its website. The company also maintains an independent board of governors that comprise of both management and non-management directors. In Waste Management’s board, independent directors constitute the board majority. The company also maintains an independent audit committee and a corporate governance committee as required by the NYSE listing rules. The company’s guidelines also include a procedure for executive meetings of non-managerial directors when usual board meetings are held. This is in fulfillment of the NYSE rule of having the non-management directors to hold executive meetings.
Waste Management’s code of ethics is consistent with the basic requirements of the NYSE and Sarbanes-Oxley Act. First, the company maintains separate code of ethics disclosure for different stakeholders. Waste Management maintains code of ethics for employee, directors, shareholders, suppliers and customers. This is consistent to the Sarbanes-Oxley provision that such separation is allowed. The company also makes its code available to the public as required under SOX rules. Waste Management also includes all items of code of ethics that are required by the NYSE rules including opportunities, conflicts of interests, fair dealings, compliance with laws and regulations among others.
Waste Management goes beyond the NYSE and Sarbanes-Oxley requirements by maintaining the Management Development and Compensation committee. Although the regulations require the maintenance of the audit and corporate governance committees, Waste Management goes an extra mile and forms an independent Management Development and Compensation committee that is charged with the responsibility of developing its managerial staff as well as handling compensation issues. The company also establishes code of ethics guidelines for customers, shareholders, suppliers, and vendors even though the SOX and NYSE rules require the guidelines for employees and officers of the company.
4- What controls or procedures can a company adopt to ensure that its employees, officers and directors follow the terms of its Code and Guidelines?
Waste Management Inc. may follow several procedures and implement controls to ensure that its officers, directors and employees follow the code of ethics and corporate governance guidelines. One of the procedures is to ensure that all employees and directors have access to the code and guidelines. Waste Management has already made significant efforts by distributing the documents to employee sand directors at least once a year as well as making sure that the document is available in the website. Second, the company should adopt ethics training for its employees. Mandatory training on ethics should be done for all new employees as well as regularly for current employees. In addition, the company should take disciplinary actions against employees, officers, or directors who contravene the code. This would act as a deterrent against other employees who may want to engage in unethical behaviors. In addition, the company may include ethical behavior as part of the metrics used in performance appraisal. This would help to motivate employees and directors from engaging in unethical behavior and following the code. Finally, the company should conduct regular audits on how its employees and directors have acted in regard to the code and guidelines.
Waste Management (2015). Corporate Governance Guidelines. Retrieved April 3, 2017 from: http://phx.corporate- ir.net/External.File?item=UGFyZW50SUQ9MzE1NTY2fENoaWxkSUQ9LTF8VHl wZT0z&t=1&cb=635846744745714853
WSGR (2003). SEC Adopts Final Rules Regarding Code Of Ethics Disclosure Under Section 406 of the Sarbanes-Oxley Act of 2002. Retrieved April 3, 2017 from: https://www.wsgr.com/cgu/pdfs/tab8-ethicsmemo.pdf
Waste Management (2016). Code of Conduct. Retrieved April 3, 2017 from: http://sustainability.wm.com/company/appendix/appendix-conduct.php
