Conflicts of interest

Acting in the Company’s Best Interests

HOW WE WIN

We make smart, objective choices that put the Company and our customers ahead of personal benefit.

WHY WE PUT VALUES FIRST

We work together to win for our customers. We don’t allow personal interests or relationships to get in the way of winning as One Team. We make decisions openly, thoughtfully and with integrity; this benefits our business and shows everyone that we can be trusted to do the right thing.

WHAT WINNING LOOKS LIKE

We act in the best interests of the Company by:

  • Making unbiased business decisions based on relevant facts and sound judgment
  • Avoiding situations in which a decision could be influenced—or appear to be influenced—by conflicting interests (like a potential personal benefit)
  • Disclosing a conflict of interest that can’t be avoided so that it can be managed appropriately
  • Seeking advice whenever we’re unsure if there’s a problem

WHAT IS A CONFLICT OF INTEREST?

A conflict of interest exists whenever social or family relationships, activities outside of work, financial investments or other personal interests are at risk of interfering with our ability to make unbiased decisions on behalf of the Company. We must be careful to avoid even the appearance of a conflict of interest since it could make others think we’re acting improperly.

ASK YOURSELF:

Could my proposed decision or action:

  1. Make me feel obligated to someone else?
  2. Be inconsistent with Johnson Controls’ values?
  3. Be influenced (even a little) by personal or family considerations?
  4. Give the appearance that I’m not putting the Company’s best interests first?

If the answer to any of these questions is “yes” or “maybe,” it’s important to seek advice using the resources listed HERE. If you think you may have a conflict of interest, you should disclose it at ComplianceForms.jci.com.

Conflicts of interest can take many forms. The following guidance covers some of the more common situations. See also our Conflict of Interest Policy.

RELATIVES AND FRIENDS

We don’t allow the desire to help friends and family to influence our decisions at work.

We avoid the risk of personal relationships affecting our objectivity by:

  • Keeping close friends and relatives out of reporting lines and out of the same department, whether employees, interns or contractors
  • Letting others handle employment-related decisions (such as hiring, promotion and discipline) involving close friends and relatives
  • Taking steps to ensure transparency and independence when considering close friends or relatives as potential Johnson Controls service providers
  • Carefully weighing decisions to use former Johnson Controls employees as consultants, contractors or suppliers

PERSONAL AND FAMILY INVESTMENTS

Our decisions are not influenced by the prospect of financial gain for ourselves or our family members. 

We keep personal financial considerations out of business decisions by:

  • Not owning a significant* financial stake in a business connected to or competing with Johnson Controls
  • Disclosing to the Compliance Department when a close family member is employed by or owns a significant* financial stake in a business connected to or competing with Johnson Controls

* For guidance on whether a financial interest is significant, please consult the Compliance Department.

GIFTS AND HOSPITALITY

We win business and build relationships based on trust and mutual value – never through inappropriate gifts or hospitality.

We avoid potential conflicts involving the giving of gifts and hospitality by:

  • Providing reasonable meals and entertainment only as part of business discussions and only if they do not violate policies of the recipient’s organization
  • Not giving or receiving gifts or entertainment with the intention to influence the recipient’s behavior
  • Giving gifts of only nominal value to those with whom we do business or seek to do business
  • Never giving gifts of cash or cash equivalents
  • Giving gifts or entertainment to government customers only if permitted and pre-approved by the Compliance Counsel
  • Paying for a third party’s reasonable travel and accommodation expenses in accordance with our policies and only when approved in advance
  • Ensuring that all gifts, entertainment and travel provided are legal, ethical and not contrary to our values

We avoid potential conflicts involving the receiving of gifts and hospitality by:

  • Accepting gifts of only nominal value
  • Not accepting gifts of cash or cash equivalents
  • Not accepting travel from third parties
  • Limiting our acceptance of entertainment to athletic, theatrical or cultural events (i.e., sports events, golf outings or concerts) or meals
  • Politely refusing any travel, gifts or entertainment that violates our Gifts & Entertainment Policy

THINK FIRST

Q:

Our team is bidding on a big contract, and we’re expecting to learn the outcome very soon. I’m attending a conference and a key decision maker from the prospective customer will be there, too. Can I invite him to dinner to make a final pitch for Johnson Controls?

A:

This is not recommended as it could be perceived as attempting to improperly influence the customer.  Putting Integrity First means giving customers reasons to choose us because of the quality of our products and customer service, not because we have given them a valuable gift or provided generous hospitality. Since the timing is so close to the customer’s procurement decision, this could easily be interpreted as an attempt to inappropriately influence the business decision—which is strictly prohibited. It is particularly important to be cautious during the bid process. As long as your contact is not a government official, it would be appropriate to invite him or her to meet over coffee or tea as a way to build the relationship and to answer any questions the prospective customer might have about Johnson Controls.

CORPORATE OPPORTUNITIES

We use the knowledge gained in the course of our work, and the Company’s resources and assets, so that we can better help our customers win. We avoid conflicts of interest or damage to our business by not:
  • Taking for ourselves business or investment opportunities discovered in the course of our work
  • Using Company property, information or our position at Johnson Controls for improper personal gain
  • Competing with Johnson Controls, directly or indirectly

OUTSIDE ACTIVITIES

We give our best effort every day at Johnson Controls, not allowing outside jobs or other activities to hinder our contributions to the Company’s business. We strive to lead full and productive lives outside of work while not:
  • Interfering with our responsibilities or performance at Johnson Controls
  • Working for a competitor or supplier
  • Risking damage to the Company’s business or reputation
  • Using Company resources, including other employees or vendors, for outside interests
  • Creating any other kind of conflict of interest

THINK FIRST

Q: My recent experience of home renovation makes me think I would like to buy a “fixer-upper” property and try to sell it at a profit – and perhaps even get a real estate license. I’m committed to Johnson Controls and don’t think that my interest in home renovations will interfere with my work. Could this be an issue?

A: We want our people to lead full and rewarding lives outside of work. At the same time, we’re all expected to give our full attention and best efforts every day at Johnson Controls. You will need to determine whether taking on the substantial extra effort in renovating and selling houses will allow you to maintain an appropriate balance between personal and work responsibilities. If you think this may create a conflict of interest, you should disclose it at ComplianceForms.jci.com.