Run: Anti-Bribery and Anti-Corruption Policy

This policy establishes the organization's zero-tolerance expectations for bribery and corruption and sets out required controls to prevent, detect, report, and respond to improper payments or advantages. It is designed to support compliance with the **Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1, 78dd-2, 78dd-3)**, the **UK Bribery Act 2010**, and applicable local anti-corruption laws. This policy also reinforces fair, consistent workplace administration, including non-retaliation for good-faith reporting, access to the interactive process where a workplace adjustment is requested, and compliance with applicable employment laws such as **Title VII**, **FLSA**, **NLRA**, **ADA**, and **FMLA**.

This policy applies to all employees, officers, directors, contractors, temporary workers, interns, agents, consultants, distributors, resellers, and any other third party acting for or on behalf of the organization. **California employees:** this policy must be administered consistently with California wage-and-hour rules, including meal and rest break obligations where applicable, and any state-specific anti-retaliation protections. **All jurisdictions:** where local law imposes stricter requirements than this policy, the stricter requirement controls.

For purposes of this policy, the following terms apply: - **Anything of value** includes cash, gifts, travel, meals, entertainment, discounts, favors, loans, charitable donations, political contributions, internships, jobs, or other benefits. - **Improper advantage** means any benefit obtained through unethical, unlawful, or unauthorized means. - **Books and records** means all accounting entries, invoices, receipts, expense reports, and supporting documentation that must be accurate, complete, and timely. - **Good-faith report** means a report made honestly, whether or not the concern is ultimately substantiated. - **Documented warning** means a written notice describing the policy violation, expected correction, and potential consequences. - **PIP** means a performance improvement plan used for performance issues and not as a substitute for discipline for misconduct.

The organization prohibits bribery, kickbacks, and any offer, promise, authorization, payment, or receipt of anything of value intended to improperly influence a business decision or secure an unfair advantage. Employees and covered third parties must not: - offer or accept bribes, kickbacks, or improper commissions; - make facilitation payments, except where expressly approved in writing by Legal and permitted by applicable law; - use third parties to do indirectly what this policy forbids directly; - create false, misleading, or incomplete books and records; - ignore red flags in third-party relationships; or - retaliate against anyone who makes a good-faith report or participates in an investigation. No employee may be disciplined for refusing to pay a bribe or for making a good-faith report, even if the refusal causes a lost business opportunity.

### 1) Gifts, meals, travel, and entertainment All gifts, meals, travel, and entertainment must be modest, infrequent, lawful, and directly related to a legitimate business purpose. Anything that could influence, appear to influence, or be perceived as influencing a business decision must be declined or pre-approved according to the approval matrix. ### 2) Third-party due diligence Before onboarding a third party, the business owner must complete risk-based due diligence, including review of ownership, reputation, qualifications, government touchpoints, sanctions or watchlist screening where appropriate, and written anti-corruption commitments. Higher-risk relationships require enhanced due diligence and Compliance approval. ### 3) Contract controls All third-party agreements must include anti-bribery representations, audit rights where appropriate, reporting obligations, and termination rights for policy violations. ### 4) Books and records All payments, expenses, and approvals must be accurately recorded with sufficient detail to describe the business purpose, recipient, date, amount, and supporting documentation. Off-book accounts, slush funds, and vague descriptions are prohibited. ### 5) Training Employees in sales, procurement, finance, government-facing roles, and other designated high-risk roles must complete anti-bribery training at onboarding and at least annually. Refresher training is required after material policy changes or substantiated violations. ### 6) Reporting and investigation Concerns must be reported promptly to a manager, HR, Compliance, Legal, or the anonymous reporting channel where available. Reports will be reviewed promptly, investigated in good faith, and escalated as needed. Investigations must be documented and handled confidentially to the extent practicable. ### 7) Employment-law safeguards The organization will not interfere with protected concerted activity under the **NLRA**, will apply discipline consistently and without discrimination under **Title VII/EEOC** principles, will evaluate accommodation requests through the **ADA interactive process**, and will administer leave and timekeeping issues in accordance with the **FLSA** and **FMLA** where applicable.

- **Employees:** comply with this policy, complete required training, keep accurate records, and report concerns promptly. - **Managers:** model compliant conduct, review requests for gifts or third-party engagement, and escalate red flags immediately. - **Compliance / Legal:** maintain the policy, review high-risk third parties, approve exceptions where permitted, and oversee investigations. - **Finance / Accounting:** ensure accurate books and records, review payment controls, and flag unusual transactions. - **HR:** support training completion, non-retaliation enforcement, and consistent discipline. - **Procurement / Business Owners:** perform due diligence before onboarding and monitor third-party performance. - **Third parties:** comply with contractual anti-corruption obligations and cooperate with audits or investigations.

Violations of this policy may result in corrective action up to and including termination of employment or contract, cancellation of transactions, referral to law enforcement, and recovery of losses where permitted by law. Discipline will be based on the facts, severity, intent, prior history, and applicable law. Where appropriate, the organization may use a documented warning or PIP for minor process failures; however, intentional bribery, concealment, or falsification may warrant immediate termination. Retaliation against any person who raises a concern in good faith or participates in an investigation is strictly prohibited.

This policy will be reviewed at least annually and updated as needed to reflect changes in law, business operations, risk profile, or enforcement trends. Any material revisions must be approved by Compliance and Legal before publication. **Jurisdiction-specific carve-outs:** - **California employees:** apply any stricter state anti-retaliation or wage-and-hour requirements. - **New York employees:** preserve rights under **NY Labor Law § 740** whistleblower protections where applicable. - **Illinois employees:** comply with the **One Day Rest in Seven Act** where scheduling or timekeeping issues arise. - **Washington employees:** comply with paid sick leave requirements under Washington law where relevant. - **Global operations:** local anti-corruption laws may impose stricter rules than this policy; the stricter rule controls.