SAINTGITS INSTITUTE OF MANAGEMENT

Project Phase I

Business Ethics and Corporate Governance

Submitted to: Submitted by:

Ms. Jinomol P Joanne Mary George
Senior Assistant Professor Batch A (2019-2021)
Saintgits Institute of Management

Date of Submission: 22nd February 2021

Introduction

Amazon.com, Inc. is an American multinational technology company based in Seattle,

Washington, which focuses on e-commerce, cloud computing, digital streaming, and artificial
intelligence. It is considered one of the Big Five companies in the U.S. information
technology industry, along with Google, Apple, Microsoft, and Facebook. The company has been
referred to as "one of the most influential economic and cultural forces in the world", as well as
the world's most valuable brand.
Amazon was founded by Jeff Bezos in Bellevue, Washington, on July 5, 1994. The
company started as an online marketplace for books but expanded to sell electronics, software,
video games, apparel, furniture, food, toys, and jewelry. In 2015, Amazon surpassed Walmart as
the most valuable retailer in the United States by market capitalization. In 2017, Amazon
acquired Whole Foods Market for US$13.4 billion, which substantially increased its footprint as a
physical retailer. In 2018, its two-day delivery service, Amazon Prime, surpassed 100 million
subscribers worldwide.
Amazon is known for its disruption of well-established industries through technological
innovation and mass scale. It is the world's largest online marketplace, AI assistant provider, live-
streaming platform and cloud computing platform as measured by revenue and market
capitalization. Amazon is the largest Internet company by revenue in the world. It is the
second largest private employer in the United States and one of the world's most valuable
companies. As of 2020, Amazon has the highest global brand valuation.
Amazon distributes downloads and streaming of video, music, and audiobooks through
its Prime Video, Amazon Music, Twitch, and Audible subsidiaries. Amazon also has a publishing
arm, Amazon Publishing, a film and television studio, Amazon Studios, and a cloud computing
subsidiary, Amazon Web Services. It produces consumer electronics including Kindle e-
readers, Fire tablets, Fire TV, and Echo devices. Its acquisitions over the years
include Ring, Twitch, Whole Foods Market, and IMDb.
The company has been criticized for various practices including technological surveillance
overreach, a hyper-competitive and demanding work culture, tax avoidance, and for being anti-
competitive.
Code of Business Conduct and Ethics

In performing their job duties, Amazon.com employees should always act lawfully,
ethically, and in the best interests of Amazon.com. This Code of Business Conduct and Ethics (the
"Code of Conduct") sets out basic guiding principles. Employees who are unsure whether their
conduct or the conduct of their coworkers complies with the Code of Conduct should contact their
manager or the Legal Department. Employees may also report any suspected noncompliance as
provided in the Legal Department's reporting guidelines referred to in paragraph IX below.

I. Compliance with Laws, Rules and Regulations

Employees must follow applicable laws, rules and regulations at all times. Employees with
questions about the applicability or interpretation of any law, rule or regulation, should contact the
Legal Department.
II. Conflicts of Interest

In performing their job duties, employees are expected to use their judgment to act, at all
times and in all ways, in the best interests of Amazon.com. A "conflict of interest" exists when an
employee's personal interest interferes with the best interests of Amazon.com. For example, a
conflict of interest may occur when an employee or a family member receives a personal benefit
as a result of the employee's position with Amazon.com. A conflict of interest may also arise from
an employee's business or personal relationship with a customer, supplier, competitor, business
partner, or other employee, if that relationship impairs the employee's objective business judgment.

Because an employee's receipt of gifts or services could create a conflict of interest, the
Legal Department will develop and maintain guidelines for disclosure of gifts or services received
from customers, suppliers, competitors or business partners.

Employees should attempt to avoid conflicts of interest and employees who believe a
conflict of interest may exist should promptly notify the Legal Department. The Legal Department
will consider the facts and circumstances of the situation to decide whether corrective or mitigating
action is appropriate.

III. Insider Trading Policy

Federal and state laws prohibit trading in securities by persons who have material
information that is not generally known or available to the public.

Employees of the Company may not a) trade in stock or other securities while in possession
of material nonpublic information or b) pass on material nonpublic information to others without
express authorization by the Company or recommend to others that they trade in stock or other
securities based on material nonpublic information.

The Company has adopted guidelines designed to implement this policy.

All employees are expected to review and follow the Amazon.com Insider Trading Guidelines.
Certain employees must comply with trading windows and/or preclearance requirements when
they trade Amazon.com securities.

IV. Discrimination and Harassment

Amazon.com provides equal opportunity in all aspects of employment and will not tolerate
any illegal discrimination or harassment of any kind.

V. Health and Safety

Amazon.com provides a clean, safe and healthy work environment. Each employee has
responsibility for maintaining a safe and healthy workplace by following safety and health rules
and practices and reporting accidents, injuries and unsafe conditions, procedures, or behaviors.
Violence and threatening behavior are not permitted. Employees must report to work in a condition
to perform their duties, free from the influence of illegal drugs or alcohol.

VI. Price Fixing

Employees may not discuss prices or make any formal or informal agreement with any
competitor regarding prices, discounts, business terms, or the market segments and channels in
which the Company competes, where the purpose or result of such discussion or agreement would
be inconsistent with applicable antitrust laws. If you have any questions about this section or the
applicable antitrust laws, please contact the Legal Department.

VII. Bribery; Payments to Government Personnel

Employees may not bribe anyone for any reason, whether in dealings with governments or
the private sector. The U.S. Foreign Corrupt Practices Act, and similar laws in other countries,
prohibit offering or giving anything of value, directly or indirectly, to government officials in order
to obtain or retain business. Employees may not make illegal payments to government officials
themselves or through a third party. Employees who are conducting business with the government
officials of any country must contact the Legal Department for guidance on the law governing
payments and gifts to governmental officials.

VIII. Recordkeeping, Reporting, and Financial Integrity

Amazon.com's books, records, accounts and financial statements must be maintained in

appropriate detail, must properly reflect the Company's transactions and must conform both to
applicable law and to the Company's system of internal controls. Further, Amazon.com's public
financial reports must contain full, fair, accurate, timely and understandable disclosure as required
by law. The Company's financial, accounting and legal groups are responsible for procedures
designed to assure proper internal and disclosure controls, and all employees should cooperate
with these procedures.

IX. Questions; Reporting Violations

Employees should speak with anyone in their management chain or the Legal Department
when they have a question about the application of the Code of Conduct or when in doubt about
how to properly act in a particular situation.

The Amazon.com Legal Department has developed and maintains reporting guidelines for
employees who wish to report violations of the Code of Conduct. These guidelines include
information on making reports to the Legal Department and to an independent third party. Please
see the reporting guidelines for information and instructions.

Amazon.com will not allow retaliation against an employee for reporting misconduct by
others in good faith. Employees must cooperate in internal investigations of potential or alleged
misconduct. Employees who violate the Code of Conduct will be subject to disciplinary action up
to and including discharge.

X. Periodic Certification

The Legal Department will designate certain employees who, based on their level of
responsibility or the nature of their work, will be required to certify periodically that they have
read, understand and complied with the Code of Conduct.

XI. Board of Directors

With respect to their service on behalf of the Company, Amazon.com's Board of Directors
must comply with the relevant provisions of this Code of Conduct, including conflicts of interest,
insider trading and compliance with all applicable laws, rules and regulations.

XII. Waivers
Waivers of this Code of Conduct may be made only in a manner permitted by law.

Amazon’s Leadership Principles

Amazon’s Leadership Principles are a set of standards all Amazonians aspire to every day;
they are ingrained in our culture. Employees love them because they clearly explain the kinds of
behaviors we value. As an AWS employee, you’ll rarely have a day go by without hearing our
Leadership Principles referenced, as a shorthand for doing the right thing. They are a universal
approach to how we work here.

• Customer Obsession
Leaders start with the customer and work backwards. They work vigorously to earn and
keep customer trust. Although leaders pay attention to competitors, they obsess over
customers.

• Ownership
Leaders are owners. They think long term and don’t sacrifice long-term value for short-
term results. They act on behalf of the entire company, beyond just their own team. They
never say “that’s not my job."

• Invent and Simplify

Leaders expect and require innovation and invention from their teams and always find ways
to simplify. They are externally aware, look for new ideas from everywhere, and are not
 limited by “not invented here." As we do new things, we accept that we may be
misunderstood for long periods of time.

• Are Right, A Lot

Leaders are right a lot. They have strong judgment and good instincts. They seek diverse
perspectives and work to disconfirm their beliefs.

• Learn and Be Curious

Leaders are never done learning and always seek to improve themselves. They are curious
about new possibilities and act to explore them.

• Hire and Develop the Best

Leaders raise the performance bar with every hire and promotion. They recognize
exceptional talent, and willingly move them throughout the organization. Leaders develop
leaders and take seriously their role in coaching others. We work on behalf of our people
to invent mechanisms for development like Career Choice.

• Insist on the Highest Standards

Leaders have relentlessly high standards — many people may think these standards are
unreasonably high. Leaders are continually raising the bar and drive their teams to deliver
high quality products, services, and processes. Leaders ensure that defects do not get sent
down the line and that problems are fixed so they stay fixed.

• Think Big
Thinking small is a self-fulfilling prophecy. Leaders create and communicate a bold
direction that inspires results. They think differently and look around corners for ways to
serve customers.

• Bias for Action

Speed matters in business. Many decisions and actions are reversible and do not need
extensive study. We value calculated risk taking.

• Frugality
Accomplish more with less. Constraints breed resourcefulness, self-sufficiency, and
invention. There are no extra points for growing headcount, budget size, or fixed expense.

• Earn Trust
Leaders listen attentively, speak candidly, and treat others respectfully. They are vocally
self-critical, even when doing so is awkward or embarrassing. Leaders do not believe
 their or their team’s body odor smells of perfume. They benchmark themselves and their
teams against the best.

• Dive Deep
Leaders operate at all levels, stay connected to the details, audit frequently, and are
skeptical when metrics and anecdote differ. No task is beneath them.

• Have Backbone; Disagree and Commit

Leaders are obligated to respectfully challenge decisions when they disagree, even when
doing so is uncomfortable or exhausting. Leaders have conviction and are tenacious. They
do not compromise for the sake of social cohesion. Once a decision is determined, they
commit wholly.

• Deliver Results
Leaders focus on the key inputs for their business and deliver them with the right quality
and in a timely fashion. Despite setbacks, they rise to the occasion and never settle.

Ethics in Human Resource Management

Managing diversity and work-life balance

The human resource of the company is the main base of the company. For managing the
diversity and the work life balance of the employee's, few human resource theories are helpful
which can be used by the authorities of the Amazon company. For developing and improving the
quality of the human resources and the recent problems which this company is facing related to
this topic motivational theory is the best one. As it is already known that the company is a large
one and also widespread. For this reason, the people who are working in this company is also
diverse in nature and for managing this diversity the company needs to apply the theory of
motivation. By which the employees have been motivated through different teamwork exercise,
monthly awarding system etc. work life balancing is sometimes get so much difficult for people
(Armstrong & Taylor,2014). The extra workload which has been introduced by the organization
is become hard on the employees. So, the company also have to think behave of the employee and
motive them to gather interest in their job. They also have to explain the importance of the
employee to them for creating faith for the company. The situation in which people are to their
work and the organization and are motivated to achieve high levels of performance. The company
also have to introduce goal achieving targets for the employees. The organizational behavior
theory is also having a deep impact in managing the diversity and the work life balance of the
human resource.

The company also have to keep in mind that the human resource they have, is the main capital of
the company. They have to focus in this factor and also have to change the strategies of the
company. Managing the diversity and work life balance is also concern of the employees
(Chelladurai & Kerwin, 2017). The company also have to understand that the diversity within the
employees of the company is not a distraction for the company. It is the biggest advantage which
this company is generally facing right now. They can collect different kind of new ideas from this
diverse human resource and analyses them and finally use them as new strategic plan (Brewster,
Houldsworth, Sparrow & Vernon, 2016).

Ethical and legal contexts of HRM

The ethical and the legal context of the company is the main factors of a company which
is totally related to the human resource of the company. The ethics of the company is the base of
the company. Every company has their own ethical policies who have been maintained by the
whole company. The different company also have some ethical context which is same in nature
(Budhwar & Debrah,2013). These ethical contexts give the employees the opportunity to be
considered as same with every other individual. According to the New York times article, the
ethical and the legal contexts give the employees the power to understand their ethical and legal
powers of the employees. The short terms goals of the company may be achieved through the free
market principle. The company also have to maintain the quality of human resource requirement.
The motivational theory also can be included in this ethical and legal context of the human resource
management. The legal regulation which has been identified by the government is being
implemented by the Amazon company. They take these issues, legal and ethical issues very
seriously and also work on them in the annual basis (Shafritz, Ott & Jang, 2015).

According to the New York times, the workers are encouraged to tear apart one another's
ideas in meetings and other activities. The company also has to focus in the flexibility of the
employees which is very valuable for the company and employees are very much attracted by this
process. In addition, the capability of the employees can be increased by this process. The legal
issues of the company also have been viewed by the employees and the company itself. They also
have to focus in the communication system of the company which can easily upgrade the ethical
and legal contexts of the human resource management (Jones & George, 2015). This company has
always targeted an unreasonably high target. They also have to maintain these internal behaviors
of the company to manage the human resource of it. When both the company Amazon and its
employees understand the overall ethical and legal values of the company it would be easier to
resolve the problems of the company (Riley, 2014).

Ethics in Financial area of Amazon

Amazon.com's books, records, accounts and financial statements must be maintained in

appropriate detail, must properly reflect the Company's transactions and must conform both to
applicable law and to the Company's system of internal controls. Further, Amazon.com's public
financial reports must contain full, fair, accurate, timely and understandable disclosure as required
by law. The Company's financial, accounting and legal groups are responsible for procedures
designed to assure proper internal and disclosure controls, and all employees should cooperate
with these procedures.