I. Introduction

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Corporate integrity, responsible product sourcing, and the safety and wellbeing of workers across the global supply chain are of paramount importance to the Company. These principles apply to all aspects of the Company's business, and encompass all manufacturers, distributors, vendors, and other suppliers that provide products or services to the Company or do business with the Company (each a "Supplier" and collectively "Suppliers").

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These principles are reflected in this Code of Conduct (this "Code of Conduct"), which establishes the minimum standards that must be met by any Supplier regarding:

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·    Supplier's treatment of workers;
·    workplace safety;
·    the impact of Supplier's activities on the environment; and
·    Supplier's ethical business practices.

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II. Applicability

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This Code of Conduct applies to all Suppliers of the Company. Supplier is responsible for compliance with the standards set out in this Code of Conduct (the "Standards") throughout its operations and throughout its entire supply chain.

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Supplier shall comply with the Standards in all its operations, including with respect to manufacturing, distribution, packaging, sales, marketing, product safety and certification, intellectual property, labor, immigration, health, worker safety, and the environment.

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Supplier is responsible for compliance with the Standards by all its suppliers, vendors, agents, and subcontractors and their respective facilities ("Partners").

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Supplier shall disclose to the Company the names and contact information of its Partners at least thirty (30) days before the Company's first purchase order. Supplier shall notify the Company the names and contact information of any new or former partners within ten (10) days of adding, changing, or eliminating any Partners.

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III. Slavery and Human Trafficking

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All labor must be voluntary. Supplier shall not support or engage in slavery or human trafficking in any part of its supply chain.

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Supplier shall not, and shall ensure that its Partners do not, support or engage in, or require any:
·    compelled, involuntary, or forced labor; 
·    labor to be performed by children;
·    bonded labor;
·    indentured labor; and
·    prison labor.

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A. Compliance and Documentation

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Supplier shall:
·    implement and maintain a reliable system to verify the eligibility of all workers, including age eligibility and legal status of foreign workers; and
·    implement and maintain a reliable recordkeeping system regarding the eligibility of all workers.

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B. Hazardous Work

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Supplier shall not, and shall ensure that its Partners do not, support or engage in, or require any hazardous labor to be perfomed by any person under the age of 18. Hazardous labor involves any work which, by its nature or the circumstances in which the work is undertaken, involves the substantial risk of harm to the safety or health of the worker or coworkers if adequate protections are not taken.

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C. Identification Papers

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Supplier shall not require any worker to surrender control over original:
·    identification papers or documents giving a foreign worker the right to work in the country;
·    identification papers or documents, such as a passport, giving a foreign worker the right to enter or leave the country; or
·    documents, such as a birth certificate, evidencing the worker's age.

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D. Financial Obligations

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Supplier shall not, whether or not as a condition to the right to work, require any worker (or worker's spouse or family member) to, directly or indirectly:
·    pay recruitment or other fees or other amounts (monetary or in-kind);
·    incur debt;
·    make financial guarantees; or
·    incur any other financial obligation.

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E. Freedom of Movement

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Supplier shall ensure that workers have the right to freedom of movement without delay or hindrance or the threat or imposition of any discipline, penalty, retaliation, or fine or other monetary obligation. 

Worker freedom of movement rights include each worker's right to leave the work facilities without retaliation:
·    at the end of each workday;
·    based on reasonable health and safety-related justifications; and
·    based on any reasonable circumstances, such as personal or family emergencies.

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F. Freedom to Terminate Employment

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Supplier shall allow workers to terminate their employment or work arrangement without restriction and without the threat or imposition of any discipline, penalty, retaliation, or fine or other monetary obligation.

 

IV. Conflict-Free Sourcing

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The Company encourages its suppliers that manufacture components, parts, or products containing “Conflict Minerals” (Under the Dodd Frank Act known as tin, tungsten, tantalum, and gold) to procure those materials from conflict-free sources. We expect our suppliers to adopt, implement and communicate to sub-suppliers their positions and policies regarding Conflict Minerals, and where possible, require their down-stream suppliers to adopt and implement similar positions and policies. Suppliers are expected to work with their sub-suppliers to establish traceability of Conflict Minerals to the smelter level and encourage the use of a standard reporting process (e.g. the Responsible Minerals Initiative Conflict Minerals Reporting Template). The Company reserves the right to request its suppliers to provide further evidence of their Conflict Minerals supply chain, including down to the mine level. We expect suppliers to maintain such traceability data for five years and provide this information to the Company upon request.

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V. Compensation and Benefits

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Supplier must compensate all workers with wages, including overtime premiums, and benefits that at a minimum meet the higher of:
·    the minimum wage and benefits established by applicable law;
·    collective agreements;
·    industry standards; and
·    an amount sufficient to cover basic living requirements.

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Supplier shall make wage payments and provide benefits on a timely basis.
Supplier's obligation to compensate and provide benefits applies to all workers at all times, including during periods of training, apprenticeship, and probation.

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A. Documentation

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Supplier shall:
·    provide proof of payment to workers in the workers' native language showing hours worked, wage amounts and rates (regular, overtime, and bonus), and deductions;
·    ensure that proof of payment is accurate, is clearly calculated, and enables workers to quickly verify the amount of payment and method of calculation; and
·    maintain proper documentation of wage payments for their internal records.

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B. Deductions

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Supplier shall not make any deductions from wages, except income tax withholding and those that are legally allowed.

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VI. Work Hours

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A. Regular Work Hours

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Supplier shall not require or allow workers to work more than the maximum legally permitted number of regularly paid hours worked per week.

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B. Overtime Work Hours

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Additional overtime hours are voluntary, and must not exceed the maximum legally permitted number of overtime hours worked per week.

C. Rest and Lunch Breaks

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Supplier shall allow workers to take reasonable rest breaks, including bathroom breaks and lunch breaks. 

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D. Documentation

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Supplier shall:
·    use an industry-accepted time-keeping system to track worker work hours; and
·    develop work-hour policies to ensure compliance with this Code of Conduct and applicable law.

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VII. No Discrimination, Abuse, or Harassment

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Supplier shall not discriminate in hiring, compensation, training, advancement or promotion, termination, retirement, or any other employment practice based on race, color, national origin, gender, gender identity, sexual orientation, military status, religion, age, marital or pregnancy status, disability, or any other characteristic other than the worker's ability to perform the job.

Supplier shall treat workers with respect and dignity.

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Supplier shall not subject workers to corporal punishment, or physical, verbal, sexual, or psychological abuse or harassment. Supplier must not condone or tolerate such behavior by its Partners.

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VIII. Health and Safety

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Supplier shall provide a safe, healthy, and sanitary working environment. Supplier shall implement procedures and safeguards to prevent workplace hazards, and work-related accidents and injuries, including procedures and safeguards to prevent industry-specific workplace hazards, and work-related accidents and injuries, which are not specifically addressed in the Standards.

General and industry-specific procedures and safeguards include those relating to:

·    health and safety inspections;
·    equipment maintenance;
·    maintenance of facilities;
·    worker training covering the hazards typically encountered in their scope of work;
·    fire prevention; and
·    documentation and recordkeeping.

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Supplier shall provide workers adequate and appropriate personal protective equipment to protect workers against hazards typically encountered in the scope of work.

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A. Facilities

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Supplier shall:
·    ensure that all facilities meet all applicable building codes and industry design and construction standards;
·    obtain and maintain all construction approvals required by law;
·    obtain and maintain all zoning and use permits required by law;
·    ensure that all facilities have:
o    an adequate vacuation plan;
o    adequate, well-lit (including emergency lighting), clearly marked, and unobstructed emergency exit routes, including exits doors, aisles, and stairwells;
o    a sufficient number of emergency exit doors, which are located on all sides of each building, are unlocked (from the inside), and are readily opened from the occupied side and swing in the direction of emergency travel;
o    visible and accurate evacuation maps posted in the local language;
o    adequate ventilation and air circulation;
o    adequate lighting;
o    adequate first aid kits and stations;
o    adequate fire safety, prevention, alarm, and suppression systems; 
o    adequate access to potable water; and
o    adequate access to private toilet facilities.
·    post safety rules, inspection results, incident reports, and permits, in each case, as required by law.

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If Supplier provides dining facilities for its workers, it shall provide safe, healthy, and sanitary facilities (including food preparation and storage areas) that comply with all the Standards set out in the Health and Safety section of this Code of Conduct. Supplier shall obtain and maintain all food preperation permits and health certificates required by law. 

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IX. Freedom of Association and Collective Bargaining

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Supplier shall respect, and shall not interfere with, the right of workers to decide whether to lawfully associate with groups of their choice, including the right to form or join trade unions and to engage in collective bargaining.

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Without limiting Supplier's obligations set out above, Supplier shall not:
·    take any action to prevent or suppress the workers' exercise of freedom of association or collective bargaining rights;
·    discriminate or retaliate against, or discipline or punish, any worker who supports or exercises freedom of association or collective bargaining rights;
·    discriminate or retaliate against, or discipline or punish, any worker who raises collective bargaining compliance issues; or
·    discriminate or retaliate against, or discipline or punish, any worker based on union membership or the worker's decision to join or not join a union.

X. Environmental Protection

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A. Operation of Supplier's Facilities

Supplier shall operate its facilities in compliance with all environmental laws, including laws and international treaties relating to:
·    waste disposal;
·    emissions;
·    discharges;
·    hazardous and toxic material handling; and
·    illegal deforestation.

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B. Inputs and Components

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Supplier must ensure that the goods that it manufactures (including the inputs and components that it incorporates into its goods) comply with all environmental laws and treaties. Supplier must ensure that it will only use packaging materials that comply with all environmental laws and treaties.

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XI. Gifts and Entertainment

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Supplier must maintain the highest ethical standards. All forms of corruption, extortion, bribery, and embezzlement are strictly prohibited. Without limiting the generality of the foregoing, Supplier must not offer cash, favors, gifts, or entertainment to the Company's team members or to any other person if the circumstances indicate that it is probable that all or part of the money or other thing of value is being given to another individual or entity to influence official action or to obtain a business advantage.

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XII. Report Violations

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Supplier shall self-report any violations of this Code of Conduct to the Company.  Supplier shall not retaliate or take disciplinary action against any worker who has, in good faith, reported violations or questionable behavior, or who has sought advice regarding this Code of Conduct.

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XIII. Compliance with Laws

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Supplier shall comply with all applicable national and local laws and regulations, including laws and regulations relating to all the Standards. Where this Code of Conduct requires Supplier to meet a higher standard than set out by law or regulation, Supplier shall meet such higher standards. Supplier acknowledges that the Standards set out audit standards that the Company may use to determine whether Supplier is meeting the requirements set out in this Code of Conduct.

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Supplier acknowledges that the Company may in its discretion conduct inspections of Supplier’s facilities to confirm Supplier's compliance with this Code of Conduct. The Company has no obligation to conduct inspections.

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XIV. Termination

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The Company may immediately terminate its business relationship (including any purchase order(s) and purchase contracts) with the Supplier if the Supplier or its Partners fail to meet the Standards.