Wayne Brody, currently serving as vice president, legal affairs, and assistant secretary with Arrow Electronics, was recently appointed to the additional position of chief compliance officer.
Brody
Brody has served with the electronic components distributor since 1985, in such positions as corporate counsel, general counsel North American operations, and vice president, legal affairs.
His new duties include coordinating the interaction for those responsible for the company’s ongoing compliance programs, spearheading additional compliance efforts, and developing compliance training in the organization.
In other news at the company, Gregory Tarpinian was promoted to vice president, legal affairs. Tarpinian joined Arrow in 1992, and will take on increased responsibility in the areas of corporate governance and mergers and acquisitions.
Interestingly, Arrow Electronics is one of the few companies to have published a waiver of its ethics code, as required under Sarbanes-Oxley. According to Section 406 of SOX, companies must disclose amendments to, and waivers from, the company's code of ethics for certain executives.
Fanelli
In the case of Arrow Electronics, the waiver pertains to vice president Germano Fanelli, who owns a majority equity interest in manufacturing companies that purchase electronic components from Arrow. Last year, the companies purchased approximately $4.9 million of components from Arrow, a tiny fraction of Arrow's $8.7 billion in 2003 sales.
According to the waiver, Fanelli informed Arrow that he intended to make an investment in the companies "and received management’s consent to his doing so."
The company confirmed that the purchases "are on terms and conditions not less favorable to Arrow than Arrow generally obtains from unrelated comparable customers," and concluded that the conflict "was apparent rather than actual."
Nevertheless, the waiver is a curiosity post-SOX as it's one of the only waivers filed with the SEC. As a result, we've made it available in the box above, right.
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