Stockholders, employees and others may contact the non-management members of the Board of Directors, including its Lead Director and members of the Audit Committee, about corporate governance matters or other matters relating to the Board or to report concerns regarding accounting, internal controls or auditing matters or possible violations of the IBM Business Conduct Guidelines or applicable law.
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By submitting information through these mechanisms, you agree that your information will be governed by our Privacy Policy.
IBM has also established separate procedures for employees to submit concerns, including concerns regarding accounting, internal controls or auditing matters and possible violations of the IBM Business Conduct Guidelines or applicable law, which are available on IBM’s intranet. We remind employees that no reprisal or disciplinary action will be taken against any employee who submits in good faith a complaint or concern, whether submitted through those internal mechanisms or directly to the non-management directors.
The non-management directors of the Board of Directors have designated the Corporate Secretary as the agent for receipt and processing of communications received by the non-management directors.
Any communications that allege or report fiscal improprieties or complaints about internal accounting controls or other accounting or auditing matters are forwarded to each of the IBM Chief Auditor and the IBM Chief Compliance Officer for review. The Chief Auditor and/or the Chief Compliance Officer will report to the Chairman of the Audit Committee any communication that alleges serious misconduct or that is potentially material to the Company.
Any communications that raise legal, ethical or compliance concerns about Company policies or practices or potential violations of applicable law are forwarded to the Chief Compliance Officer for review. The Chief Compliance Officer will report to the Lead Director and/or Chairman of the Audit Committee any communication that alleges misconduct on the part of Company management or that raises credible legal, ethical or compliance concerns about Company policies or practices or compliance with applicable laws.
Communications of a personal nature or not related to the duties and responsibilities of the Board of Directors may be routed, if appropriate, to the appropriate IBM business team for review and handling. Such communications include, without limitation: junk mail, mass mailings, product or services complaints or inquiries, customer service issues, new product or service suggestions, resumes and other forms of job inquiries, requests for grants or donations, opinion surveys, petitions and polls, employment concerns, obscene or incoherent emails, business solicitations or advertisements or other matters relating to routine business practices of IBM, including matters relating to ongoing litigation with IBM.
On a semi-annual basis, the Corporate Secretary updates the Directors and Corporate Governance Committee on communications submitted to the non-management directors of the Board.
Note: These policies and procedures do not apply to stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended.