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Protection and Proper Use of Company Assets
All directors, officers and employees have an obligation to protect the assets of the Company and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability.
Comment: Corporate officers and directors have duties of loyalty and care that are directly applicable to use of corporate assets. Failing to address misuse of funds, information, physical assets (e.g. corporate airplane) and any other corporate asset in compensation agreements and mandatory disclosures is a major risk for the corporation.
• The law forbids theft of Company property, including cash, credit cards, equipment, supplies and other tangible and intangible assets. Any suspected incident of fraud or theft should be immediately reported for investigation.
Comment: Engage employees to be aware of reporting channels. Multiple intake methods, including telephone, e-mail and web-based reporting, should be provided to ensure accessibility. In addition, procedures for recording complaints, triaging in accordance with risk, and protecting whistle-blowers and the identity of anonymous complaints are among necessary controls. These intake methods should be set up to be engaged remotely if the organization transitions to widespread telework—e.g., following a natural disaster or in response to a pandemic.
• Equipment should not be used for non-Company business, though incidental personal use may be permitted with written approval from proper management.
Comment: Note that in response to widespread changes in the organization's operations, both an update to and a reminder to employees about the incidental use of company property policy may be advisable.
• The Company's information technology system, telephones and other technology resources may be used only for legitimate business-related communications, though occasional incidental personal use that is professional and does not interfere with the Company's business may be permitted with written approval from proper management.
Comment: The policy should prohibit using the company's resources to create, access, store or transmit pornographic, hostile, discriminatory, offensive or other inappropriate material and the use of unauthorized, unlicensed or unapproved software, data and other third-party proprietary materials.
• Directors, officers and employees are prohibited from sharing their passwords or customers’ passwords. The unauthorized use and/or disclosure of other users’ passwords is prohibited.
• Employees must abide by all security restrictions on the Company's technology systems and resources and are prohibited from attempting to evade, disable or “crack” passwords or other security provisions or otherwise attempt to improperly access such systems or resources.
• The obligation to protect the assets of the Company includes its proprietary information. Proprietary information includes intellectual property.
Comment: The policy should include clear, direct references to specifically relevant categories of proprietary information for the company's operations, including trade secrets; copyright; trademarks; patents; lists of customers; data and databases; codes; programs, methods, processes and procedures related to development and application of the company's products; market research; marketing; engineering and manufacturing ideas; records, financial information and projections; salary information; the company's contractual agreements with vendors and other third parties; and any other commercially sensitive information.
• Unauthorized use or distribution of the Company's proprietary or confidential information would violate policy of the Company, could be illegal and may result in civil or even criminal penalties.
Comment: Be clear that violations of this policy—and all other corporate conduct and ethics policies—may result in disciplinary action up to and including termination. This clarity is especially vital in situations where most or all of the organization has transitioned to remote work.
• The obligation to preserve proprietary and confidential information continues even after employment ends.