Victaulic Code of Conduct

Improper PaymentsFCPA prohibits the corrupt paymentor offer to pay:Anything of value• To a foreign official, politicalparty, party official or candidate• To influence any act to secureimproper advantage• To obtain or maintain ordirect businessFCPA prohibits any corruptpayments knowing that fundswill go to a foreign official evenif routed through an agent orconsultant.Foreign officials include employeesof commercial businesses wheregovernment control or involvementexists. It also includes any employeeof the government, internationalorganization, department agency oranyone acting in an official capacity.This applies to any public officesregardless of rank.What does “anything of value”Q: mean?This includes cash orA: its equivalent, tangibleor intangible property, usefulinformation, promise of futureemployment, campaign or lobbyingpayments, college or universityscholarships, sports equipmentor recreational vehicles, servicesat inflated prices or payment forsexually explicit entertainment.Victaulic as a U.S. parent company with internationalsubsidiaries is subject to several specific laws governingimproper payments:Foreign Corrupt Practices Act (FCPA) of 1977 – prohibitscorrupt payments to foreign government officials forobtaining or maintaining business. It requires companiesto keep accurate books and records and ensure thatadequate accounting and financial controls exist.Furthermore, the actions of a third party acting as anagent, distributor or consultant of Victaulic can expose thecompany to liability under FCPA.The OECD Convention on Combating Bribery – requiresthe 38 signatory countries to enact laws to prohibitbribery in international business dealings and mandateaccounting changes to detect corrupt activities.U.S. Travel Act – provides for federal prosecution of violatorsof commercial bribery and bribery of public officials.These laws apply to all Victaulic subsidiaries.Generally, acceptable gifts are:• Not monetary• Customary in the trade or industry• Of nominal value• Given or accepted without an express or impliedunderstanding that the recipient is in any way obligated• Properly reported and recordedYou should clearly describe any gift and to whom it wasprovided to and their current relationship to Victaulic whenseeking reimbursement on your expense report. If there isany question whether a gift is acceptable or appropriate,you should ask your supervisor before you give it and ifnecessary, contact our legal department to ensure it doesnot violate company policy.Sexually explicit entertainmentSometimes customers, suppliers and even employeeshave an interest in having business meals andentertainment that involves sexually inappropriatebehavior. Regardless of local customs, Victaulic will notcondone or fund sexually inappropriate entertainment.[ 14 ] www.victaulic.com