Ethics Policy - ePlus inc.
About Us
Investors
Customers
Collateral
Careers
Contact Us

Standard of Conduct and Ethics for Employees, Officers and Directors of ePlus inc.

    Overview

    Management

    Locations

    Strategy

    Goals

    Acquisitions

    Annual Reports

    Press Releases

    Shareholder Information

    Contact Us

This document outlines the standards of ethical behavior ePlus expects of you in performing the duties of your position with ePlus.  Throughout this document, we will abbreviate these standards as the “Code.”

Integrity and a high standard of ethics are fundamental to the success of our company.  ePlus is committed to doing what is right and deterring wrongdoing, and we expect you to uphold these beliefs, as well.  If you have questions concerning the proper course of action, please consult your immediate supervisor, the Chief Financial Officer or the General Counsel for direction.

Amendments and Waivers

ePlus will disclose publicly all material amendments and any waivers for senior financial officers, executive officers or directors, to the extent required by law.

ePlus strives to ensure all activity on its behalf is in compliance with applicable laws, rules and regulations.  You should comply with all applicable laws, rules and regulations, whether or not specifically addressed in this Code.  Please contact ePlus’ Chief Financial Officer or General Counsel for additional guidance or if you have questions.  You may also seek advice from any attorney or other advisor you select, at your expense.

Antitrust Laws

You must comply with applicable antitrust and similar laws that regulate competition in the countries in which we operate.  These laws prohibit:

  • Agreements to fix prices, bid rigging, market allocation and collusion (including price sharing) with competitors;
  • Boycotts, certain exclusive dealing arrangements and price discrimination agreements; and
  • Unfair trade practices, including bribery, misappropriation of trade secrets, deception, intimidation and similar unfair practices. 

Environmental Laws

ePlus complies with all applicable environmental laws, rules and regulations.  You should strive to utilize resources appropriately and efficiently and dispose of all waste in accordance with applicable laws, rules and regulations. 

Discrimination Laws

ePlus believes the fair and equitable treatment of employees, customers, suppliers and other persons is critical to fulfilling its vision and goals.  ePlus conducts its business without regard to race, color, religion, gender, ethnic origin, age, disability or any other classification prohibited by law.  ePlus will not tolerate any form of harassment or discrimination against anyone on the basis of any classification prohibited by law.  ePlus will investigate allegations of harassment or discrimination in accordance with applicable laws and human resources policies.  Employees, please click here for contact information.

Insider Trading

Federal and state securities laws and ePlus’ policies prohibit you from:

  • Purchasing or selling ePlus securities while you know material, nonpublic information about ePlus; and
  • Disclosing material, nonpublic information to others who then trade in ePlus’ securities.

Because of the complexity of inside information and insider trading, and the severity of the punishments involved, which can include criminal prosecution, you should seek the advice of ePlus’ General Counsel on any questions regarding this subject.  In many cases, you may want to retain an attorney on your own to advise you.

Political Process

You should comply with all laws, rules and regulations governing campaign finance and lobbying activities.  You should not use ePlus’ funds and assets for political campaign purposes of any kind, except where the political contributions are consistent with state law and you obtain prior approval of the Chief Financial Officer or, in the cases of a contribution to be made by the Chief Financial Officer, the Chief Executive Officer of the company.  You may participate in the political process by means of personal campaign contributions, expenditures or other activity.  However, ePlus will not reimburse or compensate you for your personal participation in political activities.

Relations with Government Officials and Employees

You may not make any payments to or for the benefit of any government official or employee in order to secure business or to obtain special concessions.  Relations with government representatives, even where personal friendships may be involved, must be in good taste and such that full public disclosure would in no way damage ePlus’ reputation.

Integrity of Records and Compliance with Accounting Principles

ePlus and the law require the preparation and maintenance of accurate and reliable business records.  You should prepare all reports, books and records of ePlus with care and honesty.  ePlus maintains a system of internal controls to ensure that transactions are carried out in accordance with management’s authorization and properly recorded.  This system includes policies, procedures and examination by a professional staff of internal auditors.  ePlus expects you to adhere to these policies and procedures.

You may submit a confidential, anonymous memo that explains your concerns or complaints regarding questionable accounting or auditing matters to the Chief Financial Officer or General Counsel.  The Chief Financial Officer or General Counsel will handle these complaints consistently with other complaints.

ePlus requires you to avoid any relationship, activity, or ownership that might create a conflict between your personal interest and ePlus’ interest.  A “conflict of interest” occurs when your private interest materially interferes in any way, or even appears to materially interfere, with the interests of ePlus.  A conflict of interest can arise when you take actions or have interests that may materially interfere with your ability to perform your job objectively and effectively.  Conflicts of interest also arise when you, or a member of your family, receive material improper personal benefits as a result of your position with ePlus. 

You owe a duty of loyalty to ePlus.  You may not use your position improperly to profit personally or to assist others in profiting at ePlus’ expense.  ePlus expects you to avoid situations that might materially influence your actions or prejudice your judgment in handling ePlus business.  You must not become obligated to representatives of firms with which you deal and must not show any preference to third parties based on self or family interest.  In addition, you should communicate to the Controller any material transaction or relationship that could create a conflict of interest.

While not all inclusive, the following will serve as a guide to the types of activities that might cause conflicts of interest:

Outside Financial Interests

  • Owning a substantial financial interest in any company that is a competitor of ePlus or which does or seeks to do business with ePlus.  Generally, owning securities of a publicly owned corporation regularly traded on a national securities exchange or Nasdaq would not create a conflict of interest.  You have a “substantial financial interest” if you invest 5% or more of your assets in a company.  Relationships pre-existing at the time of the adoption of this Code which have been disclosed to the Board will not be considered “substantial financial interests.”
  • Representing ePlus in any transaction in which you or a family member, have a substantial personal interest or in a transaction with an entity in which you or a family member have a substantial personal interest.
  • Disclosing or using confidential, special or inside information of or about ePlus for your or a family member’s profit or advantage.
  • Competing with ePlus in the purchase, sale or ownership of property or services or business investment opportunities.
  • Engaging in outside business activities or employment incompatible with ePlus’ right to your full time employment and efficient service.

Gifts

You may not solicit gifts, trips, cash or other incentives from vendors and suppliers.  If you receive a vendor gift in excess of $100, then you must report the gift in writing (including e-mail) to the Chief Financial Officer immediately or in the case of a gift received by the Chief Financial Officer, the gift must be reported to the Chief Executive Officer.  The Chief Financial Officer should be notified of any employee trip paid by a supplier.  You may not receive any commission, fee, or payment of any sort from a vendor in connection with your work for ePlus.  You may attend business lunches, dinners, and similar outings (sporting events, golf outings, theater, shows, etc.) that do not require overnight stay when conducted in the normal course of business.

Loans

You may not lend to or borrow from any ePlus customer, supplier, or contractor, other than loans from the company’s lenders that are on terms no more favorable than those available to the general public.

Services for Competitors/Vendors

You should not perform work or render services for any competitor of ePlus or for any organization which does business or seeks to do business with ePlus, outside of the normal course of your employment with ePlus, without the approval of the Controller (or the Board of Directors, if you are an executive officer, senior financial officer or director).  You should not serve as a director, officer, or consultant of that organization, or permit your name to be used in a way that would suggest a business connection with that organization, without the Controller’s approval.

Participation on Boards of Directors

Employees and officers should not serve as a director of any other for-profit company, other than on behalf of ePlus, without the approval of the Chief Financial Officer or, in the case of the Chief Financial officer, the Chief Executive Officer.

Confidentiality

Confidential information includes all non-public information that might be of use to competitors or harmful to ePlus or its customers, if disclosed.  ePlus owns all information, in any form (including electronic information), that is created or used in support of its activities.  This information is a valuable asset and ePlus expects you to protect it from unauthorized disclosure.  This information includes ePlus customer, supplier, business partner and employee data.  Federal and state law may restrict the use of this information and may penalize you if you use or disclose it.  You should protect information pertaining to ePlus’ competitive position, business strategies and information relating to negotiations with employees or third parties and share it only with employees who need to know it in order to perform his job. 

You should maintain the confidentiality of information entrusted to you by ePlus, its customers, vendors or consultants, except when disclosure is authorized or legally required.  You should take all reasonable efforts to safeguard confidential information that is in your possession against inadvertent disclosure and also comply with any non-disclosure obligations imposed on ePlus.

Intellectual Property and Proprietary Information

You should carefully maintain and manage the intellectual property rights of ePlus to which you have access, including patents, trademarks, copyrights, licenses and trade secrets, to preserve and protect their value.  In addition, you should respect the intellectual property rights of others.  If you violate other’s intellectual property rights, you and ePlus could face substantial liability, including criminal penalties.  Intellectual property that you create during the course of your employment belongs to ePlus.  You must share any innovations or inventions you create with your supervisor so that ePlus can take steps to protect these valuable assets.

Because it's the right thing to do.

Several key questions can help to identify situations that may be unethical, inappropriate or illegal. Ask yourself:

  • Does what I’m doing comply with the letter and the spirit of ePlus’ guiding principles and company policies?
  • Have I been asked to misrepresent information or deviate from normal procedure?
  • Are my actions legal?
  • How will I feel about myself afterwards?
  • Will I sleep soundly tonight?
  • Would I feel comfortable describing my decision with colleagues?
  • How would I look if it made the headlines?
  • What would I tell my child to do?
  • Is it the right thing to do?

Warning Signs

You are on thin ethical ice when you hear:

  • "Well, maybe just this once..."
  • "No one will ever know..."
  • "It doesn’t matter how it gets done as long as it gets done."
  • "It sounds too good to be true."
  • "Everyone does it."
  • "We can hide it."
  • "No one will get hurt."
  • "What’s in it for me?"
  • "This will destroy the competition."
  • "We didn’t have this conversation."

If you are not sure what to do, ask... and keep asking until you are certain you are doing the right thing.

Integrity and a high standard of ethics are fundamental to the success of our company. ePlus is committed to doing what is right and deterring wrongdoing, and we expect you to uphold these beliefs, as well. If you have questions concerning the proper course of action, please consult your immediate supervisor, the Chief Financial Officer or the General Counsel for direction.