1. Intel Confidential Setting the Tone on Ethics

2. Intel Confidential 2 2 Agenda 1.Tone setting – Hold manager’s accountability on Ethics 2.VNAT key focus areas – Call for actions 3.How to handle issues/escalation – PDM introduction

3. Intel Confidential 3 3 Ethical Leadership: Important yesterday, critical today Thank you for a GREAT 2013! Our commitment to integrity differentiates us in the market and adds to our business values Customers say Intel and its employees demonstrate high integrity Employees tell us Code expectations are clearly communicated and action is taken for violations “ Ethical behavior and integrity are the backbone of our culture; risk-taking and result orientation ring hollow without it”. Andy Bryant Intel Chairman of the board

4. Intel Confidential 4 4 2014: A critical juncture Intel’s confidential info The magnitude and complexity of the changing environment poses new challenges … The magnitude and complexity of the changing environment poses new challenges …

5. Intel Confidential 5 5 VNAT Ethics culture survey result Intel’s confidential info

6. Intel Confidential 6 6 Call for actions Regularly speaks about the importance of CoC principles Promote benefit of raising issue to the company; Ensure employees know all available raising issue channels; Reassure employees that concerns will be handled confidentially; Fostering an open and trusted environment Step up and lead on ethics issues and let your team know you are accountable for the results Raising issues behavior Treat each other fairly; foster profession and fairness Provide opportunities to every employee Offer a fair appeals process; being transparent and open for discussion Fear of retaliation Manager – EE relationship Reinforce, communicate to EE about Non-retaliation policy. Build trust, commit on zero-retaliation Discuss with EE, share experience on how to be protected from retaliation. Shape a trusting, ethical and flexible culture as we transition and grow our businesses

7. Intel Confidential 7 7 How to handle issues/escalation --- PDM (Principle-based Decision Making) Introduction

8. Intel Confidential 8 8 PDM Overview Our environment is dynamic. PDM is an approach to decision making with a supporting Toolkit that helps us both: make integrity an essential part of our words, actions and decisions AND achieve long-term financial success

9. Intel Confidential 9 9 PDM Overview Click picture to play the PDM Overview video!

10. Intel Confidential 10 PDM Leadership Help others make sound ethical choices Prepare others to take control, reframe the situation & act Promote a culture of candor

11. Intel Confidential 11 Purpose of Today Focus on what matters Generate insight and discussion Drive action

12. Intel Confidential 12 Agenda Module 1: Introduction –A critical juncture –Principles, challenges and dilemmas Module 2: Decision Making –PDM model –Exercises and guidance Module 3: Recap –Next steps –Staying connected

13. Intel Confidential 13 Housekeeping  Start, break and end times  Multi-tasking and internet use  Side conversations  Bin List

14. Intel Confidential 14 How You Will Learn  Collaborate  Ask questions  Judgment stops at the door  Transparency encouraged  Checkpoints

15. Intel Confidential 15 Four Objectives After completing this course you will be able to successfully address the following situations: When it’s not clear I’ll determine what to do! When it is clear I will take action! As a leader, I will know how to handle escalations! I will build a culture of integrity!

16. Intel Confidential 16 1.When it’s not clear what to do, I will determine the right thing that works best for me and for Intel 2.When the right thing is clear, I will get it done 3.When difficult situations are escalated, I will know how to handle them 4.I will build a culture of integrity where employees can openly discuss and address difficult ethical situations Which of these are the most challenging? Four Objectives

17. Intel Confidential Module 1: Introduction E & C Challenges

18. Intel Confidential 18 Learning Objectives After completing this module you will be able to: » Articulate current environmental pressures » Describe current Intel challenges and dilemmas » Understand how our principles can be used to navigate difficult ethical situations

19. Intel Confidential 19 “failed to take action or acted too slowly … …nobody took responsibility“ “operated in "silos,“… … no demonstrated sense of urgency” “mixed messages on priority of cost or safety… a reluctance to report problems up the chain”  “everyone nods in agreement to a plan of action….. but nobody does anything” GM

20. Intel Confidential 20  Transitioning leaders  Organizational transitions  Increased importance of an ethical reputation 2014: A critical juncture Increased need for velocity, risk taking, & urgency New businesses Acquisitions Expanding in new markets

21. Intel Confidential 21 “Have the ethics guardrails changed?“ “What if asking questions or sharing information jeopardizes the business or my job?” “I had to put my badge on the table” “You can’t follow up on warning signs and deliver business results – something has to give” “How can I ask questions about whether a decision has integrity? … I’m supposed to know” 21 Employee questions/quotes

22. Intel Confidential 22 Renee’s Dilemma Manager receives a suspect PO Sr. manager didn’t ignore, but “looked into it” Checked PO details and facts Reviewed with submitter Inconsistencies revealed- Escalates and seeks guidance Investigation culminates in termination

23. Intel Confidential 23 When it comes to values conflicts in the workplace … I often feel as if I don’t have a choice. I have often voiced my values effectively. I can think of times when I did not voice my values effectively. Questions for Consideration

24. Intel Confidential 24 Rationalizations It’s not a big deal This is the way it’s done It’s not my responsibility Loyalty

25. Intel Confidential 25 The Challenge We may not move forward when we could We may move forward when we shouldn’t Bad news can go underground We may create a perception of a lack of integrity We may not ‘sense’ or challenge early warning signs

26. Intel Confidential 26 When an action, although legal, may conflict with our values and culture When judging the optics When following policy risks a critical relationship When it’s not clear whether to take action When behavior of a 3 rd party should lead to termination of our relationship When omission of information can become equivalent of a lie (failure to tell a customer, supplier or manager) When the issue is on the horizon What ethical dilemmas are on the horizon? Our Dilemmas

27. Intel Confidential 27 Situation #1 Jeff is positioned to take on a Sr. Engineering Manager role. This is a ‘defining moment’ for him: His career is progressing well and he believes in the values of the company and it’s ethical heritage Prior to the transition to the Sr. role, he starts feeling pressure from leadership to pass a project through the next milestone to present a more favorable picture He believes: –the boundaries of honest reporting are being pushed –questionable practices could create an unethical environment moving forward –he may be putting his future at risk

28. Intel Confidential 28 What would you advise Jeff to do? -------------------------------------- Was Jeff taking a risk? What was at stake? What do you think of the approach that Jeff took? Why did it work? Situation #1 Discussion

29. Intel Confidential 29 Relevant Principles Honesty Protect company assets & reputation Open & direct / candor Seek diverse perspectives Reframe & innovate Courage Use good judgment & ask the right questions Navigational Markers: Determine your position, set a safe course, identify danger or obstructions

30. Intel Confidential 30 Recall a time in your work experience when your values conflicted with what you were expected to do in a particular, important management decision, and you spoke up and acted to resolve the conflict. ----- My Story ----- Alone or in pairs, consider the following 3 questions: –What did you do, and what was the impact? –What motivated you to speak up and act? –What would have made it easier for you to speak/act? Tales of Success

31. Intel Confidential 31 What conclusions can we draw from these stories? Tales of Success- Discussion

32. Intel Confidential 32 Learning Objectives After completing this module you will be able to: » Articulate current environmental pressures » Describe current Intel challenges and dilemmas » Understand how our principles can be used to navigate difficult ethical situations

33. Intel Confidential 33 » Articulate current environmental pressures » Describe current Intel challenges and dilemmas » Understand how our principles can be used to navigate difficult ethical situations Module 1: Checkpoint

34. Intel Confidential Module 2: Decision Making Framework and Practice

35. Intel Confidential 35 Learning Objectives After completing this module you will be able to: » Leverage the PDM framework to effectively identify and address ethical dilemmas » Handle escalations and advise employees

36. Intel Confidential 36 Our Principles Conduct business with honesty and integrity Follow the letter and spirit of the law Treat each other fairly Act in the best interest of Intel and avoid conflicts of interest Protect the company’s assets and reputation Act like an owner Create impact Be candid, open and direct Have courage Make others successful Innovate Use good judgment Seek diverse perspectives

37. Intel Confidential 37 Collaborative Decision Making SENSE – Is there a dilemma? Are there changes that could create a conflict between commitments, responsibilities and Intel’s principles? Are there changes that could create a conflict between commitments, responsibilities and Intel’s principles? Are there other ways that this situation could be viewed? Are there other ways that this situation could be viewed? What is the dilemma? What is the dilemma? INTERPRET – What can I do? What principles can guide the decision? What principles can guide the decision? Who do I need to engage with to make the decision? Who do I need to engage with to make the decision? What actions can I take and what are the direct and indirect consequences? What actions can I take and what are the direct and indirect consequences? ACT – What will I do? How will I get it done? Does the action align with Intel’s best interests? Does the action align with Intel’s best interests? Will the action embarrass me or Intel? Will the action embarrass me or Intel? Are there challenges to executing to plan? Are there challenges to executing to plan? Who should I tell? How and to whom might I voice a concern? Who should I tell? How and to whom might I voice a concern?

38. Intel Confidential 38 What would you do and how would you get it done? Ethics Case Studies Goal: To come up with an approach that helps you role model voicing your values and helping others to do the same  As a group we will review an online ethical challenge  Discuss the best path to a decision in alignment with the goal and how to handle escalations

39. Intel Confidential 39 Ethics Case Studies  Joe is on the sales team. Joe and his team have the new big customer that they’ve been waiting for.  However, they are unsure they can actually deliver the product needed, e.g. have never delivered a product like this, they don’t have a proof-of- concept.  Joe’s manager has already committed to the customer and asks Joe to meet with the customer.  Joe knows that meeting with the customer at this point would be inappropriate. He has worked on similar products and knows that living up to a commitment on this would be nearly impossible.  The project moved forward with success but then there are multiple issues. Joe has a meeting with the customer to discuss marketing activities. Joe needs to approve product readiness. Pushing this through will keep things on track. Not approving readiness will set the project back months and will likely jeopardize this critical customer. Challenge #9 When the omission of information can become the equivalent of a lie

40. Intel Confidential 40 Which Principles are in conflict? Conduct business with honesty and integrity Follow the letter and spirit of the law Treat each other fairly Act in the best interest of Intel and avoid conflicts of interest Protect the company’s assets and reputation Act like an owner Create impact Be candid, open and direct Have courage Make others successful Innovate Use good judgment Seek diverse perspectives

41. Intel Confidential 41 Collaborative Decision Making Which questions should Joe ask himself? SENSE – Is there a dilemma? Are there changes that could create a conflict between commitments, responsibilities and Intel’s principles? Are there changes that could create a conflict between commitments, responsibilities and Intel’s principles? Are there other ways that this situation could be viewed? Are there other ways that this situation could be viewed? What is the dilemma? What is the dilemma? INTERPRET – What can I do? What principles can guide the decision? What principles can guide the decision? Who do I need to engage with to make the decision? Who do I need to engage with to make the decision? What actions can I take and what are the direct and indirect consequences? What actions can I take and what are the direct and indirect consequences? ACT – What will I do? How will I get it done? Does the action align with Intel’s best interests? Does the action align with Intel’s best interests? Will the action embarrass me or Intel? Will the action embarrass me or Intel? Are there challenges to executing to plan? Are there challenges to executing to plan? Who should I tell? How and to whom might I voice a concern? Who should I tell? How and to whom might I voice a concern?

42. Intel Confidential 42 What action should Joe take? 1.Yes, I am ready to ramp the team and will meet with the customer. However, it’s important that we don’t over promise for something that’s so new to us. I will work out a plan, share the information I have from the past and bring in the right team members to make this happen. Let’s focus on this customer and then ramp more broadly once we’re comfortable. 2.No, I don’t think this is the right time to move forward aggressively. I will share the information I have from the past even though it will mean we will need to push this out a year to better understand what we are getting into before taking a next step. Let’s pull a team together to discuss before we contact the customer. 3.Yes, I am ready to ramp the team and will meet with the customer. Clearly this is a top priority for Intel and we really need to move quickly. We haven’t done this before but you know who to pull into the project to make it successful. We will deliver this at all costs.

43. Intel Confidential 43 Ethics Case Studies  The project moved forward with success but then there are multiple issues.  Joe has a meeting with the customer to discuss marketing activities.  Joe needs to approve product readiness. Pushing this through will keep things on track. Not approving readiness will set the project back months and will likely jeopardize this critical customer. Challenge #9 When the omission of information can become the equivalent of a lie

44. Intel Confidential 44 Which Principles are in conflict? Conduct business with honesty and integrity Follow the letter and spirit of the law Treat each other fairly Act in the best interest of Intel and avoid conflicts of interest Protect the company’s assets and reputation Act like an owner Create impact Be candid, open and direct Have courage Make others successful Innovate Use good judgment Seek diverse perspectives

45. Intel Confidential 45 Collaborative Decision Making Which questions should Joe ask himself? SENSE – Is there a dilemma? Are there changes that could create a conflict between commitments, responsibilities and Intel’s principles? Are there changes that could create a conflict between commitments, responsibilities and Intel’s principles? Are there other ways that this situation could be viewed? Are there other ways that this situation could be viewed? What is the dilemma? What is the dilemma? INTERPRET – What can I do? What principles can guide the decision? What principles can guide the decision? Who do I need to engage with to make the decision? Who do I need to engage with to make the decision? What actions can I take and what are the direct and indirect consequences? What actions can I take and what are the direct and indirect consequences? ACT – What will I do? How will I get it done? Does the action align with Intel’s best interests? Does the action align with Intel’s best interests? Will the action embarrass me or Intel? Will the action embarrass me or Intel? Are there challenges to executing to plan? Are there challenges to executing to plan? Who should I tell? How and to whom might I voice a concern? Who should I tell? How and to whom might I voice a concern?

46. Intel Confidential 46 What action should Joe take? 1.You meet with the team to review the situation. You decide that this situation is too risky. You call the customer to let them know that the project will be pushed out and that you'll get back to them on the timing. 2.Clearly this is a top priority for Intel and you are at the point of no return. You review the issues, decide to release it as is with clear documentation on the issues that need to be addressed in a later release. 3.You meet with the team to review the situation. Some of the issues have a major impact on the product and may impact the customer relationship as well as our brand. You decide to bring the most critical issues to the customer and work out a plan for a BETA release and a final release in a few weeks. There may be a few issues at that point but you think through how to mitigate and reset any perception issues in the market.

47. Intel Confidential 47 Now it’s your turn Break into groups (1-4) Develop, review and discuss your assigned perspective for each case (1-4) Develop viable responses Assess your team’s performance (positive, negative, neutral) to both financial return & values Prepare response Present to class Ethics Case Studies Goal: To come up with an approach that aligns with Intel values and overall financial return

48. Intel Confidential 48 Focusing on taking action ACT – What will I do? How will I get it done?ACT – What will I do? How will I get it done? Does the action align with Intel’s best interests? Does the action align with Intel’s best interests? Will the action embarrass me or Intel? Will the action embarrass me or Intel? Are there challenges to executing to plan? Are there challenges to executing to plan? What are the main arguments that need to be countered? What are the rationalizations that need to be addressed? What are the main arguments that need to be countered? What are the rationalizations that need to be addressed? What’s at risk for each person involved? What’s at risk for each person involved? What levers can be used to influence those who disagree? What levers can be used to influence those who disagree? Who should I tell? How and to whom might I voice a concern? Who should I tell? How and to whom might I voice a concern?

49. Intel Confidential 49 Sue’s Dilemma Case Study #1  Sue is a manager who is facing one of the most difficult challenges of her career  Employees were complaining about her manager, Alan, who had just been promoted. Complaints included using company money to fund personal items, asking employees to manage his personal business and making comments about an employees age  Alan was a long time Intel employee and good friends with the Division Vice President  Sue knew Alan well and had a good working relationship with him  Alan appears to be involved with multiple activities that are in conflict with Intel’s values  What should Sue do? How can she get it done? Sue’s learning: “The path forward for challenging situations is not black or white, but grey. It’s about exploring different paths, testing out different assumptions.”

50. Intel Confidential 50 Case Study #2 Garin’s Recommendation  Garin is a new purchasing director.  A consultant recommended use of a supplier that will reduce costs to where they need to be for the business, however, the supplier also has potential human rights issues.  Garin’s manager agrees with the consultant and informs Garin and senior management of the new supplier. He reassures Garin that he and his team will get credit for helping the product line.  Garin knows that moving ahead with the supplier is not the right thing to do. Garin does not want to go above his manager’s head or undermine his own credibility.  How will Garin take action? How might he voice his concern?

51. Intel Confidential 51 Case Study #3 Nick’s Team  Nick leads high-performing sales team  His management has delivered the message to increase velocity and do more, faster!  The team is driven to step up to the challenge, however, nick is starting to hear rumors of as well as see what he thinks are questionable practices on his team, e.g. inappropriate incentives to close deals, not conducting background checks on new customers, etc.  Team is hitting the numbers… but at what long-term cost?  What should Nick do and how will he get it done? What should Nick say, to whom, when and how?

52. Intel Confidential 52 Leaders Responsibility Role model candor Put Intel first Own our culture of integrity

53. Intel Confidential 53 Module 2: Checkpoint » Leverage the PDM framework to effectively identify and address ethical dilemmas » Handle escalations and advise employees to do the same

54. Intel Confidential Module 3: Recap Checkpoint and Additional Resources

55. Intel Confidential 55 Closing conversation –What dilemmas did you find challenging and why? –What team strategies did you employ for: –compromising, reaching consensus, or choosing another system to make your final decisions –Speaking up / seeking advice –Resolving issues Recap Discussion

56. Intel Confidential 56 Four Objectives After completing this course you will be able to successfully address the following situations: When it’s not clear I’ll determine what to do! When it is clear I will take action! As a leader, I will know how to handle escalations! I will build a culture of integrity!

57. Intel Confidential 57 Call To Action –Get to know and understand PDM (website)(website) –Hold a staff discussion on PDM using the Inside PDM presentation –Encourage your employees to take the PDM Challenge (manager training sessions are also available)PDM Challenge –Identify challenges early on – don’t wait until a problem arises Shape a trusting, ethical and flexible culture as we transition and grow our businesses

58. Intel Confidential 58 PDM Resources How Your Biz Champ will Support You PDM website Ethics Challenge PDM Support What's Next ?

59. Intel Confidential 59 Survey Join the Ethics Leadership Network Staying Involved

60. Intel Confidential 60 Thank You!

61. Intel Confidential 61 Back-up

62. Intel Confidential 62 Treat each other fairly – Case for discussion I never realized that EEs would see my friendship with a staff as favoritism. I’ve worked with him for several years, and I just felt being comfortable and trustworthy, and seem like together we would always deliver the great result. He’s a smart, helpful, considerate, and hard- working guy, and totally deserved what he earned. Over time we have become friends. We went out after work socially. We have even taken vacations together and posted pictures on Facebook. I never knew that other staffs felt unfair and unhappy because of that. The team spirit went down, and I even blamed others for not working hard enough. One day, one of my EEs raised the issue with HR. Even though my relationship did not interfere with my ability to make sound Intel business decisions, I was coach by HR and my manager to be more sensitive about how my actions could create perception of favoritism even when an actual favoritism did not exist.