Victaulic Code of Conduct

Use of Agents, Consultants or Other Third PartiesAll payments to agents require the approval of the chieffinancial officer of Victaulic.How do I know if aQ: relationship is one ofan independent distributor oran agent?The answer is “it depends.”A:Key questions to be answered are:• Do they sell other productsbesides Victaulic’s?• Do they sell other products orproducts for other customers?• Do they inventory products?• Do they take title and risk ofloss to the product?If the answer is “No” to anyof these questions there is thepotential that this is an agencyrelationship. Contact our legaldepartment for assistance.Although a third party may be called a consultant orrepresentative, they may in fact be acting as Victaulic’sagents. Any proposed agreements with consultants andrepresentatives must be reviewed by the legal department.DistributorsWorking closely with distributors is an important partof Victaulic’s global business. As part of its complianceand risk management program, Victaulic seeks to verifycompliance with anti-corruption and money launderinglaws in countries classified as high risk. Countries areclassified as “high risk” based on an independent, thirdparty assessment by Transparency International whichproduces an annual corruption index. Victaulic utilizesthis index to establish its risk threshold for its dealingswith third parties.All distributors in high risk countries require a third partyinvestigation. The first investigation will be performedprior to appointing a new distributor. Every two yearsthe investigation will be updated. If we become awareof a potential corruption or money laundering issue at adistributor during the two year period, a new investigationwill be performed. All investigations must be reviewed bythe chief compliance officer and the legal department.Victaulic also requires all distributors in high riskcountries to certify their annual and ongoing compliancewith both the FCPA and the applicable local anti-briberylaws of their country.Victaulic may require a written distributor agreement toprotect Victaulic and its IP, assets, and employees fromlegal or business risks.Victaulic awareness lineRefer to the ‘Our Company’section of Victaulic.com forspecific contact information.Third Party Brand UsageOccasionally, third parties may request to utilize Victaulicbrands, logos or other trademark/copyrighted material.These requests should be directed to the marketing orlegal departments.[ 16 ] www.victaulic.com