Run: Foreign Corrupt Practices Act Compliance Policy

This policy establishes the Company's requirements for compliance with the Foreign Corrupt Practices Act (FCPA) and related anti-corruption laws. It is designed to prevent bribery, improper influence, inaccurate accounting entries, and other conduct that could expose the Company, its policy holder, employees, officers, directors, contractors, and third parties to civil or criminal liability. The policy also sets expectations for good-faith reporting, prompt escalation, and accurate documentation of business activities.

This policy applies to all employees, officers, directors, temporary workers, contractors, consultants, agents, distributors, resellers, intermediaries, and other third parties acting on behalf of the Company. It applies to all business activities involving foreign government officials, state-owned or state-controlled entities, customs officials, licensing authorities, public procurement, permits, inspections, import/export matters, and any transaction where something of value could be offered, promised, authorized, or given to influence a decision. California employees: this policy does not limit rights protected by California law, including wage and hour protections, whistleblower rights, or leave rights, and it will be administered consistently with applicable California law. All jurisdictions: where local law is stricter than this policy, the stricter rule controls.

For purposes of this policy: - **Foreign official** means any officer, employee, or person acting in an official capacity for a foreign government, department, agency, instrumentality, public international organization, or state-owned enterprise. - **Anything of value** includes cash, gifts, meals, travel, entertainment, discounts, favors, jobs, internships, charitable donations, political contributions, loans, or other benefits. - **Facilitation payment** means a small payment made to a government official to expedite or secure routine governmental action. - **Third party** means any agent, consultant, distributor, broker, customs broker, freight forwarder, lobbyist, or other intermediary acting for or on behalf of the Company. - **Books and records** means all accounting entries, invoices, expense reports, ledgers, receipts, contracts, and supporting documentation that reflect Company transactions.

The Company prohibits bribery and corruption in any form. No employee or third party may directly or indirectly offer, promise, authorize, give, or provide anything of value to a foreign official or any other person for the purpose of improperly obtaining or retaining business, securing an improper advantage, or influencing an official act. The Company also prohibits: - false, misleading, incomplete, or off-book accounting entries; - use of slush funds or undisclosed accounts; - payments routed through third parties to conceal the true recipient or purpose; - gifts, travel, entertainment, or hospitality that are excessive, unusual, or intended to influence; - charitable or political contributions made to obtain business or favorable treatment. Facilitation payments are prohibited, even if customary or locally tolerated, unless a narrow exception is approved in advance by Legal or Compliance and the payment is necessary to protect life or safety in an emergency. Any such exception must be documented immediately and reviewed after the fact. Employees must use good-faith judgment and seek approval before offering anything of value where there is any risk of corruption, conflict of interest, or improper influence.

1. **Pre-approval requirements** - Obtain written approval from Legal or Compliance before offering gifts, travel, hospitality, charitable donations, sponsorships, internships, or anything of value to a foreign official or a third party acting on behalf of the Company. - High-risk transactions require enhanced review, including due diligence on the counterparty, beneficial ownership, scope of services, compensation, and red flags. 2. **Third-party due diligence** - Conduct risk-based due diligence before onboarding agents, distributors, consultants, customs brokers, and other intermediaries. - Verify qualifications, reputation, ownership, government connections, compensation structure, and contractual anti-corruption commitments. - Escalate red flags such as requests for cash, offshore payments, vague services, unusual commissions, refusal to certify compliance, or pressure to ignore controls. 3. **Books and records controls** - Record all transactions accurately, completely, and in reasonable detail. - Describe the true business purpose, recipient, amount, date, and supporting documentation for each expense. - Never misclassify payments, split transactions to avoid review thresholds, or create false invoices or receipts. - Finance and Accounting must retain records in accordance with the Company retention schedule and applicable law. 4. **Reporting and escalation** - Report suspected violations immediately to Compliance, Legal, HR, or through the ethics hotline. - Employees must cooperate fully with investigations and preserve relevant documents and communications. - If a government official requests an improper payment, employees must refuse, if safe to do so, and escalate promptly. 5. **Training and certification** - Employees in high-risk roles must complete periodic anti-corruption training. - Relevant personnel may be required to certify compliance annually and upon material role changes.

- **Employees** must comply with this policy, complete required training, and report concerns in good faith. - **Managers** must model compliant conduct, ensure controls are followed, and escalate red flags promptly. - **Finance and Accounting** must maintain accurate books and records, review supporting documentation, and reject unsupported or misleading entries. - **Legal / Compliance** must advise on approvals, due diligence, investigations, and remediation. - **Procurement / Sales / Business Leaders** must ensure third parties are vetted and that commercial pressure does not override compliance requirements. - **HR** must support training, acknowledgment tracking, and discipline administration where policy violations occur.

Violations of this policy may result in corrective action up to and including termination of employment or contract, cancellation of business relationships, referral to law enforcement, and other remedies permitted by law. The Company will investigate reported concerns promptly, fairly, and confidentially to the extent practicable. Retaliation against any person who raises a concern in good faith, participates in an investigation, or refuses to engage in improper conduct is prohibited. Documented warnings, performance improvement plans (PIPs), suspension, demotion, termination, or contract termination may be used depending on the severity, intent, prior history, and impact of the violation.

Any exception to this policy must be approved in writing by Legal or Compliance before the activity occurs, except where immediate action is necessary to protect life or safety. Emergency exceptions must be documented as soon as practicable and reviewed after the event. No exception may be granted for conduct that would violate applicable law.

This policy will be reviewed at least annually and updated as needed to reflect changes in law, business operations, risk profile, enforcement trends, or internal controls. The policy holder is responsible for coordinating revisions, obtaining approvals, and communicating material changes to affected employees and third parties.