ETHICS AND COMPLIANCE POLICY

REVISION 3: 02/12/2021

1. ETHICS
2. CONFLICTS OF INTEREST
2.1     PURPOSE
2.2     GUIDELINES
2.3     MANAGEMENT REVIEW
3. DIRECTORSHIPS
3.1     NON-AFFILIATED COMMERCIAL, INDUSTRIAL, OR FINANCIAL ORGANIZATIONS
3.2     AFFILIATES
3.3     NON-AFFILIATED, NON-PROFIT ORGANIZATIONS
3.4     MANAGEMENT REVIEW
4. GIFTS AND ENTERTAINMENT
4.1     DEFINITION AND SCOPE
4.2     REVIEW AND APPROVAL REQUIREMENTS FOR PROVIDING AND RECEIVING GIFTS AND ENTERTAINMENT
4.3     GENERAL GUIDANCE
4.4     PROVIDING OR ACCEPTING GIFTS AND ENTERTAINMENT
4.5     VALUING GIFTS AND ENTERTAINMENT
4.6     BUSINESS MEETINGS
4.7     INTERACTIONS WITH PUBLIC EMPLOYEES AND OFFICIALS
4.8     OTHER COMPANY POLICIES
5. ANTITRUST
6. POLITICAL ACTIVITIES
7. INTERNATIONAL OPERATIONS
8. HARASSMENT IN THE WORKPLACE
9. CORPORATE ASSETS POLICY
10. DRUG AND ALCOHOL
10.1    ALCOHOL USE EXCEPTION PROCESS
10.1.1  Purpose
10.1.2  Scope
10.1.3  Responsibility
10.1.4  Procedures
11. INTERACTIONS WITH GOVERNMENT OFFICIALS
11.1    INTRODUCTION
11.2    DEFINITIONS
11.2.1  Government Official
11.2.2  Gift
11.2.3  Entertainment
11.2.4  Hosting
11.2.5  Facilitating Payments
11.3    FAMILIARITY WITH GUIDELINES AND COMPLIANCE SUMMARY
11.4    BASIC CRITERIA FOR INTERACTIONS WITH GOVERNMENT OFFICIALS
11.5    GIFTS TO GOVERNMENT OFFICIALS
11.5.1  General Requirements
11.5.2  Reviews, Endorsements and Approvals
11.5.3  Reporting Requirements for Gifts
11.6    ENTERTAINING GOVERNMENT OFFICIALS
11.6.1  General Requirements
11.6.2  Reviews, Endorsements and Approvals
11.6.3  Reporting Requirements for Entertainment
11.7    HOSTING GOVERNMENT OFFICIALS
11.7.1  General Requirements
11.7.2  Reviews, Endorsements and Approvals
11.7.3  Reporting Requirements for Hosting
11.8    EXPORT CONTROLS COMPLIANCE CHECK
11.9    GOVERNMENT OFFICIALS SECONDED TO THE COMPANY
11.10   ANNUAL APPROVAL FOR ROUTINE VISITS TO COMPANY FACILITIES BY REGULATORY PERSONNEL
11.11   FACILITATING PAYMENTS TO GOVERNMENT OFFICIALS
11.11.1 General Requirements
11.11.2 Reporting Requirements
12. ANTI-CORRUPTION POLICY
13. OPEN DOOR COMMUNICATIONS
APPENDIX A: OUTSIDE WORK REQUEST FORM
APPENDIX B: GIFTS AND ENTERTAINMENT REVIEW PROCEDURES
APPENDIX C: ALCOHOL USE PROCEDURES EXCEPTION REQUEST FORM
APPENDIX D: REVIEW FORM FOR INTERACTIONS WITH GOVERNMENT OFFICIALS
APPENDIX E: INSTRUCTIONS FOR OBTAINING ANNUAL APPROVAL FOR VISITS BY GOVERNMENT REGULATORY PERSONNEL

1. ETHICS

While it is SafePass policy to comply with all governmental laws, rules, and regulations applicable to its business, our Company’s Ethics Policy goes above and beyond the point of regulatory compliance.  In areas where the law would seem permissive, SafePass nonetheless insists on the course of highest integrity.

While local customs, traditions and norms may differ from place to place, the SafePass commitment to honesty and integrity is non-negotiable.  An iron-clad reputation for scrupulous dealing is a priceless Company asset, and anything less causes the erosion of our core values.

SafePass cares about results, but also the manner in which those results are attained. Directors, officers, and employees will deal fairly with each other and with the Company’s suppliers, customers, competitors, and other third parties.

We at SafePass expect compliance with this standard of integrity throughout the organization.  The Company’s directors and managers support, and expect our staff to support, any employee who declines an opportunity or advantage gained at the expense of our ethical standards.  We will not tolerate actions that violate these standards.

Our system of management and values cannot function in the absence of honest bookkeeping, budget proposals and economic evaluations of projects.  Therefore, it is SafePass policy that all transactions be accurately reflected in its books and records.   Any falsification of these and/or the creation or maintenance of any off-the-record bank accounts are, of course, strictly prohibited.  Employees are expected to be honest and forthcoming with the Company’s internal and independent (external) auditors.   SafePass expects candor from employees at all levels, and adherence to its policies and internal controls.

It is SafePass policy to make full, fair, accurate, timely, and understandable disclosures in reports and documents that we file with government or regulatory bodies, and in other public communications.  Therefore, ALL employees will be responsible for reporting ALL known material information to higher management, so that it will be available to senior executives responsible for making disclosure decisions.

2. CONFLICTS OF INTEREST

It is the policy of SafePass that directors, officers, and employees are expected to avoid any actual or apparent conflict between their own personal interests and the interests of the Company.  A conflict of interest can arise when a director, officer, or employee takes actions or has personal interests that may interfere with his or her objective and effective performance of work for the Corporation.

For example, directors, officers, and employees are expected to avoid actual or apparent conflict in dealings with suppliers, customers, competitors, and other third parties.  Directors, officers, and employees are expected to refrain from taking for themselves opportunities discovered through their use of corporate assets or through their positions with the Corporation.  Directors, officers, and employees are expected to avoid securities transactions based on material, nonpublic information learned through their positions with the Corporation.  Directors, officers, and employees are expected to refrain from competing with the Corporation.

2.1      PURPOSE

To provide guidance with respect to activities and situations that could give rise to violations of the Conflicts of Interest Policy.  These guidelines are illustrative only, and do not address every activity and situation that would constitute an actual or apparent conflict between personal interests and the interests of the Company.

2.2      GUIDELINES

While it is not possible to enumerate all activities and situations that might give rise to violations of the Conflicts of Interest Policy, the following guidelines should be complied with or considered carefully regarding the Conflicts of Interest Policy.

• No employee, employee’s spouse, or dependent member of the employee’s family should have an interest in any organization which has, or is seeking to  have, business dealings with the Corporation or an affiliate  where there is  an opportunity for preferential treatment to be given or received, except (i) with the knowledge and consent of the Board  of  Directors, or (ii) where the interest is publicly-traded securities in a widely-held corporation, or (iii) where the interest is an immaterial interest in a private organization.
• No employee, employee’s spouse, or dependent member of the employee’s family should compete with the Company or its affiliates through outside business activities, except with the knowledge and consent of the Board of Directors.
• No employee should serve as an officer or director of any other company, or in any management capacity for, or as a consultant to, any individual or organization doing, or seeking to do, business with the Company or any affiliate, except with the knowledge and consent of the Board of Directors.  Employees serving as directors of other nonaffiliated organizations should do so in compliance with the Directorships Policy and related guidelines.
• No employee’s spouse or any dependent member of the employee’s family should be employed by a competitor, or be self-employed, in a common field of technical or professional endeavor where the employee and the employee’s spouse or dependent family member normally have access to and use highly sensitive and proprietary information of competitive value, except with the knowledge and consent of the Board of Directors.
• No employee should approve or administratively control contracts or other business arrangements between the Company or an affiliate and a member of the employee’s immediate family or with an individual or organization employing a member of the employee’s immediate family in activities directly related to the contracts or other arrangements.   Review, approval, and administrative control of such contracts and other business arrangements should be referred to the employee’s supervisor who should disclose the relationships in question to (i) the Board of Directors, (ii) the Legal Department, and (iii) the Internal Auditor of the Company.
• No employee, employee’s spouse, or dependent member of the employee’s family should participate in any transaction in stock, options, or other securities of the Company, any of its affiliates, or any other company based on material information not yet public that the employee has learned though the employee’s employment with the Company or an affiliate.  Material information is essentially significant in nature; there should be a substantial likelihood that a reasonable investor would consider the information important in deciding whether to buy or sell the securities.
• No executive, management, professional, or technical (“EMPT”) employee, EMPT employee’s spouse, or dependent member of an EMPT employee’s family should purchase or sell puts, calls, or other options, or futures contracts on the Company’s stock.
• No officer or employee director of SafePass should purchase or accept shares in an initial public offering in any organization where there is the fact or appearance of preferential treatment without the prior consent of the Company’s Board of Directors.
• No employee should use personnel, facilities, equipment, or supplies of the Company or an affiliate for personal benefit, unless in accordance with accepted practices and procedures.
• No employee, without prior senior executive review and consent, should engage in discussions or negotiations concerning employment or similar contractual relationship for the employee, the employee’s spouse, or any dependent member of the employee’s family with any organization with which the employee has direct business on behalf of the Corporation or an affiliate.
• No employee, employee’s spouse, or dependent member of the employee’s family should buy, sell, or lease any kind of property, facilities, or equipment from or to the Company or an affiliate, where there is an opportunity for preferential treatment to be given or received, except with the knowledge and consent of the Board of Directors.
• No employee, employee’s spouse, or dependent member of the employee’s family should knowingly buy, sell, or lease property, facilities, or equipment from or to any individual or organization that is, or is seeking to become, a contractor, supplier, or customer of the Company or an affiliate, where there is an opportunity for preferential treatment to be given or received, except with the knowledge and consent of the President.

2.3      MANAGEMENT REVIEW

Employees may have questions concerning the application of these guidelines in ambiguous circumstances.  For example, business dealings with persons who are not immediate family members but where the appearance of a conflict could exist due to the nature of the relationship.  Employees are expected to discuss the appropriateness of such arrangements with their supervisors, who should consult the President, the Legal Department, and the Internal Auditor of the Company, as appropriate.

When the President or the Board of Directors consents to or approves an activity or situation, the President or the Board is not granting an exception or waiver but is determining that there is no policy violation.

All employees are subject to disciplinary action up to and including termination for engaging in any activity that violates the Conflicts of Interest Policy.

3. DIRECTORSHIPS

It is the policy of SafePass to restrict the holding by employees of directorships in non-affiliated, for-profit organizations and to prohibit the acceptance by any employee of such a directorship if it would involve a conflict of interest with, or interfere with, the discharge of the individual’s duties to the Company.  Any officer or employee may hold directorships in non-affiliated, non-profit organizations, unless such directorships would involve a conflict of interest with, or interfere with, the discharge of the officer’s or employee’s duties to the Company or obligate the Company to provide support to the non-affiliated, non-profit organizations.  Officers and employees may serve as directors of affiliated companies and such service may be part of their normal work assignments.

Directorships in non-affiliated, for-profit organizations are subject to review and approval by the Board of Directors.

3.1      NON-AFFILIATED COMMERCIAL, INDUSTRIAL, OR FINANCIAL ORGANIZATIONS

Officers and employees generally should not serve as directors of non-affiliated, for-profit organizations.  However, there may be other circumstances where an employee’s holding such a directorship would be in the Company’s interest or would be a reasonable accommodation to the employee’s personal situation.  Therefore, such directorship requests will be evaluated in accordance with the review procedures indicated:

• In exceptional circumstances, employees may accept non-affiliated, for-profit directorships upon recommendation by the Company President, and after review and approval by the Board of Directors.  Exceptional circumstances include firm plans of an employee to retire within three years.
• Employees may accept directorships of businesses owned or controlled by their families, after review and approval by the Board of Directors.

An employee serving as a director of a non-affiliated, for-profit organization will act as such for the sole benefit of that organization and not as the Company’s representative and shall not hold himself or herself out as the Company’s representative.  Expenses incurred by an employee serving as a director of a non-affiliated, for-profit organization will not be for the account of the Company.  The employee may accept and retain annual fees, meeting fees, similar remuneration, reimbursements for expenses specifically related to service as a director.

3.2      AFFILIATES

When an employee of the Company serves as a director of an affiliate as part of the employee’s normal work assignment, annual fees, meeting fees and similar remuneration normally should not be paid to the employee for such service.  However, reasonable and necessary travel and other business expenses incurred on behalf of the affiliate are reimbursable.

There may be circumstances under which the Board of Directors may deem payments such as annual fees or meeting fees to be appropriate.  Such fees paid to an employee by an affiliate and retained by the employee should be considered in determining the total compensation of the employee, with appropriate recognition of the tax effects involved.

3.3      NON-AFFILIATED, NON-PROFIT ORGANIZATIONS

SafePass employees are encouraged, in the interest of good corporate and individual citizenship, to participate in nonaffiliated, nonprofit civic organizations, for example, social service, professional, and trade organizations whose activities have a bearing on the business of the Company or a community in which the Company operates.  When a directorship with a non-affiliated, non-profit organization is likely to occupy a substantial amount of time, the employee should obtain prior approval from his or her supervisor.

3.4      MANAGEMENT REVIEW

When the Company President or the Board of Directors consents to or approves an activity or situation, the Company President or the Board of Directors is not granting an exception or waiver but is determining that there is no policy violation.

All employees are subject to disciplinary action up to and including termination for engaging in any activity that violates the Directorships Policy.

4. GIFTS AND ENTERTAINMENT

The SafePass Gifts and Entertainment Policy sets forth basic guidance for directors, officers, and employees who, in their company capacities provide or receive gifts and entertainment.  The Gifts and Entertainment Guidelines provide additional guidance and are directed to gifts and entertainment provided to or received from unaffiliated organizations and individuals who are not directors, officers, or employees of the Company or an affiliate.

Gifts to and entertainment of government or public officials are addressed separately below.

4.1      DEFINITION AND SCOPE

A gift is any tangible item, transferred to or received from another, for which no specific service or compensation is expected or received.  Donations from the Company or an affiliated company or foundation to recognized charities and other non-profit organizations are not considered gifts under the Gifts and Entertainment policy.  Those donations have their own review and approval processes.

Entertainment is any hosted social event; examples include meals, receptions, parties, and theatrical/sporting events.  A social event provided by a donor who is not attending the event is considered to be a gift; examples include gifts of restaurant coupons and tickets to theatrical/sporting events that the recipients attend unaccompanied by the donors.

Customary services incidental to business meetings are discussed below and are not normally considered gifts or entertainment under the Gifts and Entertainment Policy.

4.2      REVIEW AND APPROVAL REQUIREMENTS FOR PROVIDING AND RECEIVING GIFTS AND ENTERTAINMENT

The specific review and approval requirements may be found in the Appendix.

In addition, company expenditures for gifts and entertainment are subject to the normal review and approval procedures of the Company, including established procedures for review and approval of budgets, expenditures, and expense accounts, and must be handled in accordance with those procedures and accurately recorded in the books and records of the Company.

4.3      GENERAL GUIDANCE

Directors, officers, and employees acting in their company capacities should not provide or accept gifts in the form of cash, Commissions, loans, securities, or below-market goods or services, except for cash gifts explicitly approved consistent with written procedures for culturally expected gifts of cash in Japan in limited circumstances.  Other gifts and entertainment are permissible when the gifts and entertainment serve legitimate business purposes, are not intended to improperly influence the recipient, are consistent with the applicable social norms, and are in conformity with applicable laws, regulations, company policies, company guidelines, and company procedures.  Employees should also consider factors such as the potential to improperly influence pending business decisions and whether the level of gift or entertainment is appropriate for the position of the person receiving and providing it, and the opportunity for reciprocity.  Transparency and the exercise of good judgment are basic expectations.  In cases of doubt about the application of policies, guidelines, and procedures to specific situations, employees should direct questions to their supervisors, in advance when practical.  Staff groups including Legal, Controller’s, and Audit are available to provide advice.

4.4      PROVIDING OR ACCEPTING GIFTS AND ENTERTAINMENT

Employees providing or accepting gifts of nominal value for commemorative, recognition, or promotional purposes (for example, caps, pen and pencil sets, calendars, coffee cups, tote bags, plaques, pictures, clocks, and similar tokens) need not review such gifts for approval.  However, employees providing or accepting gifts of more significant value should consult with their supervisors and comply with the applicable review and approval requirements.

Employees may provide or accept routine business entertainment, for example, meals, receptions, parties, spectator sports events, and participatory sports outings.  Any entertainment involving unusual features, for example, duration exceeding one day, or complimentary overnight accommodations, out-of-town travel, or events where tickets have significant market value must be reviewed in accordance with the applicable review and approval procedures.

With respect to providing and receiving gifts and entertainment, employees should consider the pertinent circumstances, such as the character of the gift or entertainment, its purpose, the appearance, the positions of the persons providing and receiving the gifts or entertainment, the business context, the opportunity for reciprocity, relevant social norms, and applicable laws.

In cases where cultural sensitivity requires acceptance of a gift of excessive value, the employee should review the matter with his or her supervisor and the Legal Department on the appropriate disposition of the gift.

Employees who win or plan to offer prizes, other than prizes of nominal value, at business entertainment events, business conferences, or business seminars, should consult with their supervisors and with the Legal Department.

4.5      VALUING GIFTS AND ENTERTAINMENT

With respect to the values of gifts, an organization’s name, trademarks, and similar identifiers on gifts generally will reduce their values, often substantially.  For purposes of valuing gifts to an individual, multiple gift at the same occasion should be valued collectively as one gift.  Similarly, frequent gifts and entertainment from the same donor or to the same recipient should be considered collectively.

Where family members are included, gifts and entertainment for them should be included in the analysis.

4.6      BUSINESS MEETINGS

Subject to the Company’s normal review and approval procedures, directors, officers, and employees may pay, on behalf of the Company, for customary and reasonable services incidental to face-to-face discussions of specific business matters with others and may attend meetings at which such services are paid for by others with whom the Company is doing business or seeking to do business.  Such services may include, for example, meals and rented meeting rooms, and normally would not be considered gifts or entertainment under the Gifts and Entertainment Policy.

4.7      INTERACTIONS WITH PUBLIC EMPLOYEES AND OFFICIALS

Special sensitivities are presented with gifts and entertainment for public employees and officials, including the assumption of financial responsibility for all or part of their travel and travel-related expenses for specified functions.

In the United States, specific laws and regulations apply to gifts and entertainment for federal, state, and local government officials.  Outside the United States, local laws and regulations typically apply to gifts and entertainment for government officials.

Additionally, the United States Foreign Corrupt Practices Act and the U.K. Bribery Act and other such anti-corruption laws may be applicable.  Such anti-corruption laws are addressed in the Company’s Anti-Corruption Legal Compliance Summary.  The Guidelines for Interactions with Government Officials cover gifts and entertainment for government officials, which include employees or officials of governments, national companies, and some quasi-governmental organizations and public international organizations.

Directors, officers, and employees interacting on behalf of the Company with public employees and officials should be familiar with applicable laws, regulations, company policies, company guidelines, and company procedures, and should consult the Legal Department when they have legal questions.

4.8      OTHER COMPANY POLICIES

All directors, officers, and employees are expected to be familiar with and follow the foundation policies in the Company’s Standards of Business Conduct.  Depending on the circumstances, foundation policies in addition to the Gifts and Entertainment Policy may apply to proposed gifts or entertainment, for example, the Ethics Policy, Conflict of Interest Policy, Company Assets Policy, International Operations Policy, the Anti-Corruption Policy, and Political Activities Policy.

5. ANTITRUST

It is the policy of SafePass that all its directors, officer and employees shall, in carrying out their duties to the Company, comply with the antitrust and competition laws of the United States and with those of any other country or group of countries which are applicable to the Company’s business.  No director, officer of employee should assume that the Company’s interests ever requires otherwise.  Moreover, no one in the Company has authority to give any order of direction what would result in a violation of this policy.

It is recognized that, on occasion, there may be legitimate doubt as to the proper interpretation of the law.  In such a circumstance, it is required that the directors, offices and employees refer the case thought appropriate channels to the Company’s General Council for advice.

6. POLITICAL ACTIVITIES

SafePass does not make contributions to political candidates or political parties except as permitted by applicable laws and authorized by the Board of Directors.

It is Company policy to communicate information and views on issues of public concern that have an important impact on the Company.

The Company considers that registering and voting, contributing financially to the party or candidate of one’s choice, keeping informed on political matters, serving in civic bodies, and campaigning and office holding at local, state, or national levels are highly important rights and responsibilities of the citizens of a democracy.

Employees engaging in political activity will do so as private citizens and not as representatives of SafePass.  An employee’s personal lawful political contributions, or decision not to make contributions, will not influence the employee’s compensation, job security, or opportunities for advancement.

7. INTERNATIONAL OPERATIONS

It is the policy of SafePass to comply with all governmental laws, rules, and regulations applicable to its operations outside the United States and to conduct those operations to the highest ethical standards.

Laws that apply to operations outside the United States include those of the countries where the operations occur and may also include certain United States laws which govern international operations of United States companies and United States persons, broadly defined.  Accordingly, directors, officers, and employees of the Company who are involved with the Company’s operations outside the United States should consult with the Legal Department for advice on applicable United States laws, especially laws regarding boycotts, trade sanctions, export controls, and foreign corrupt practices, and are expected to comply with those laws.

8.HARASSMENT IN THE WORKPLACE

It is the policy of SafePass to prohibit any form of harassment in any company workplace.  The policy prohibits unlawful harassment based on race, color, sex, religion, national origin, citizenship status, age, genetic information, physical or mental disability, veteran or other protected status, as well as any other form of harassment, even if the harassing conduct is lawful.  The objective of this policy is to provide a work environment that fosters mutual employee respect and working relationships free of harassment.  The Company specifically prohibits any form of harassment by or toward employees, contractors, suppliers, or customers.

Under the Company’s policy, harassment is any inappropriate conduct that has the purpose or effect of:

• Creating an intimidating, hostile or offensive work environment;
• Unreasonably interfering with an individual’s work performance; or
• Affecting an individual’s employment opportunity.

Harassment will not be tolerated.  Forms of harassment include, but are not limited to, unwelcome verbal or physical advances and sexually, racially, or otherwise derogatory or discriminatory materials, statements or remarks.  All employees, including supervisors and managers, will be subject to disciplinary action up to and including termination for any act of harassment.

Individuals who believe they have been subjected to harassment should immediately report the incident to their supervisor, higher management, or Human Resources.  All complaints will be promptly and thoroughly investigated.

Employees or supervisors who observe or become aware of harassment should immediately advise their supervisors, higher management or Human Resources.  No employee should assume that the Company is aware of a problem.  All complaints and concerns should be brought to Management or Human Resources’ attention so that appropriate corrective steps can be taken.

No retaliation will be taken against any employee because he or she reports a problem concerning possible acts of harassment.  Employees can raise concerns and make reports without fear of reprisal.  Questions about what constitutes harassing behavior should be directed to the employee’s supervisor or Human Resources.

9. CORPORATE ASSETS POLICY

It is the policy of SafePass that directors, officers, and employees are expected to protect the assets of the Company and use them efficiently to advance the interests of the Company.  Those assets include tangible assets and intangible assets, such as confidential information of the Company.

No director, officer, or employee should use or disclose at any time during or after employment or other service to the Company, without proper authority or mandate, confidential information obtained from any source during the Company’s business.  Examples of confidential information include (but not limited to) nonpublic information about the Company’s plans, earnings, financial forecasts, business forecasts, competitive bids, technologies, and personnel.

10. DRUG AND ALCOHOL

SafePass is committed to a safe, healthy, and productive workplace for all employees.  The Company recognizes that alcohol, drug, or other substance abuse by employees will impair their ability to perform properly and will have serious, adverse effects on the safety, efficiency, and productivity of other employees and the Company as a whole.  The misuse of legitimate drugs, or the use, possession, distribution or sale of illicit or un-prescribed controlled drugs on Company business or premises, is strictly prohibited and is grounds for termination.

Possession, use, distribution or sale of alcoholic beverages on Company premises is not allowed without prior approval of appropriate senior management.  Being unfit for work because of use of drugs or alcohol is strictly prohibited and is grounds for termination of employment.  While this policy refers specifically to alcohol and drugs, it is intended to apply to inhalants and all other forms of substance abuse.

The Company recognizes alcohol or drug dependency as a treatable condition.  Employees who suspect they have an alcohol or drug dependency are encouraged to seek advice and to follow appropriate treatment promptly before it results in job performance problems.

Employee Assistance Program or medical professional staff will advise and assist in securing treatment.  Those employees who follow approved treatment will receive disability benefits in accordance with the provisions of established benefit plans and medical insurance coverage consistent with existing plans.

No employee with alcohol or drug dependency will be terminated due to the request for help in overcoming that dependency or because of involvement in a rehabilitation effort.  However, an employee who has had or is found to have a substance abuse problem will not be permitted to work in designated positions identified by management as being critical to the safety and well-being of employees, the public, or the Company.  Any employee returning from rehabilitation will be required to participate in a Company-approved after-care program.

If an employee violates provisions of the employee Alcohol and Drug Use Policy, appropriate disciplinary action will be taken.  Such action cannot be avoided by a request at that time for treatment or rehabilitation.  If an employee suffering from alcohol or drug dependency refuses rehabilitation or fails to respond to treatment or fails to meet satisfactory standards of effective work performance, appropriate disciplinary action, up to and including termination, will be taken.  This policy does not require and should not result in any special regulations, privileges, or exemptions from normal job performance requirements.

SafePass may from time to time conduct unannounced searches for drugs and alcohol on Company-owned or controlled property.  The Company may also require employees to submit to medical evaluation or alcohol and drug testing where cause exists to suspect alcohol or drug use, including workplace incidents.  Unannounced periodic or random testing will be conducted when an employee meets any one of the following conditions: (i) has had a substance abuse problem, (ii) is working in a designated position identified by management, (iii) is in a position where testing is required by law, (iv) or is in a specified executive position.  A positive test result or refusal to submit to a drug or alcohol test is grounds for disciplinary action, including termination.

Contractor, common carrier, and vendor personnel are also covered by paragraph one and the search provisions of paragraph four of this policy.  Those who violate the policy will be removed from Company premises and may be denied future entry.

In addition to the above policy, it is a requirement of SafePass that all applicants accepting offers of regular employment must pass a drug test.

10.1   ALCOHOL USE EXCEPTION PROCESS

10.1.1      Purpose

To provide Alcohol and Drug Use Policy interpretive guidance.  To describe Company requirements regarding the use of alcohol by SafePass personnel.  To provide a mechanism by which exceptions to the referenced requirements can be considered.

These alcohol-use requirements establish a standard of conduct appropriate for the Company’s business and are reasonably aligned with policies/procedures covering fleet personnel.  Employees must contact their Supervisors/Managers or Human Resources Manager with any questions about situations not addressed herein, or for further clarification of these expectations or procedures.  Failure to comply with these expectations may result in disciplinary action, up to and including termination.

10.1.2      Scope

These expectations apply to SafePass employees engaged in business activities on behalf of the Company at any facilities and settings.  Employees must act responsibly and in compliance with all laws and regulations whenever engaged in any business activities on behalf of SafePass.

10.1.3      Responsibility

SafePass employees are responsible for complying with the Alcohol and Drug Use Policy and these procedures.  The SafePass President (or his delegate) may authorize, on a case-by-case basis, an exception to the above guidelines and expectations by approving (via original signature or e-mail) the “Alcohol Use Procedures Exception Request Form” located below.

10.1.4      Procedures

Any SafePass employee seeking an exception to these expectations must:

• Submit the Exception Form and obtain approval in advance of the anticipated function where alcoholic beverages will be consumed.
• A SafePass employee hosting a Company event to be attended by other SafePass
• employees may submit the Exception Form on behalf of such other employees, in
• which case the other SafePass employees do not need to submit individual Exception Forms.
• If approved, the Exception Form shall be retained by the Human Resources Department in accordance with the Company record retention requirements.

11. INTERACTIONS WITH GOVERNMENT OFFICIALS

These Guidelines describe for SafePass officers, directors, and employees the rules, approval processes, and reporting processes for giving gifts, entertaining, hosting, making facilitating payments, and engaging in similar interactions with government.  The Anti-Corruption Legal Compliance Summary should also be consulted.  These Guidelines do not apply to interactions with U.S. officials by U.S. citizens in the United States.  For guidance on those interactions, employees should contact their local Public and Government Affairs and Legal Department contacts.

ADMINISTRATION INFORMATION
CORPORATE GUIDELINE ADMINISTRATIVE OWNER ¨ Law	APPLICATION: ¨ Global: –            Guidelines apply as written to officers, directors, and employees of SafePass. –            Any modifications should be discussed with the Document Owner before adoption.
LAST UPDATE: ¨ Jul 2018	EXCEPTION PROCESS: ¨ None

11.1   INTRODUCTION

In order to further the understanding of the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act (“UKBA”) and related anti-corruption laws and global conventions, and to facilitate compliance, SafePass has adopted these Guidelines for Interactions with Government Officials (“Guidelines”).

These Guidelines cover gifts to government officials, entertaining government officials, hosting government officials, making facilitating payments to government officials, and similar interactions with government Officials.  They contain specific review, endorsement, approval and reporting requirements.

Good judgment must be exercised in each case, taking into account pertinent circumstances, including the character of the gift, entertainment or other interaction; its purpose; its appearance; the positions of the persons providing and receiving the gift or entertainment; the business context; reciprocity; social norms; and applicable laws.  Gifts and entertainment must not be intended to create an improper advantage for the Corporation.

Reviews, endorsements and approvals required under these Guidelines should be obtained in advance of the event, except in those circumstances where the Guidelines expressly permit endorsements and approvals after the event.  If plans or circumstances change significantly prior to or during the event, new endorsements and approvals should be obtained for the changes.  All gifts, entertainment, and hosting expenses that are part of the same event should be submitted together for review, endorsement, and approval.

For convenience, an example of an approval request form is attached in the appendix.

The Profile Levels specified in these Guidelines represent the minimum level of authority necessary for approval or endorsement.

11.2   DEFINITIONS

11.2.1      Government Official

In these Guidelines, the term “government officials” includes persons who are “foreign officials” as defined in the FCPA and “foreign public officials” as defined in the UKBA.  The term “government official” for the purposes of these Guidelines includes any officer or employee of a government or of any department, agency, or instrumentality thereof, or of a designated public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization.  Public international organizations include organizations whose members are countries, or government countries, or those designated from time to time by Executive Order of the President of the United States.  Public international organizations include the United Nations, the World Bank, the International Monetary Fund, the International Red Cross, the World Trade Organization, and many other organizations.

Government officials include employees and representatives of government departments or agencies, whether in the executive, legislative, or judicial branch of a government, and whether at the national, state, or local level.  A “government official” also includes officers and employees of companies under government ownership or control, such as national oil companies.  “Government official” for purposes of these Guidelines also includes political parties, their officials, and candidates for political office.

In some instances, government officials are not treated as government officials by their own governments, and they expect to be treated like any other private business person.  For purposes of these guidelines, the definitions in these Guidelines control, although in some cases the definitions may be broader than the applicable law.

Employees of a government or government owned entity that are seconded to SafePass who participate in customary employee meals and entertainment (e.g., retirement lunch, group celebration event) or receive a gift as a member of a group of employees (e.g., group safety award) or participate in business travel consistent with SafePass travel guidelines for employee travel do not require review under these Guidelines.  Exceptional activities or gifts should be reviewed in accordance with these Guidelines.

Questions about the status of an individual should be raised with the Legal Department.

11.2.2      Gift

A “gift” is any tangible item, transferred to or received from another, for which no specific service or compensation is expected or received.

11.2.3      Entertainment

“Entertainment” is any hosted social event.  Examples include meals, receptions, parties, and theatrical and sporting events.  A social event provided by a Company employee who is not attending the event is considered to be a gift; examples include gifts of restaurant coupons and tickets to theatrical and sporting events that the recipients attend unaccompanied by the donors.

11.2.4      Hosting

“Hosting” government officials means assuming financial responsibility for all or part of the expenses, including any travel or lodging expenses, of individual government officials who are making site visits to Company facilities, performing regulatory oversight of Company activities at other facilities, attending business meetings with Company employees, or attending training or similar functions with Company employees.  Examples of travel and travel-related expenses include commercial airline transportation, rides on Company-owned or Company-chartered aircraft, taxi, hotel rooms, meals, and incidental expenses.  Gifts and entertainment associated with hosting government officials are discussed below.

11.2.5      Facilitating Payments

“Facilitating payments” are small payments to government officials which fit the narrow exception of the FCPA (but which are prohibited under the U.K. Bribery Act) covering payments to secure or expedite the performance of routine non-discretionary governmental actions.  Examples include payments made to expedite or facilitate obtaining routine, non-discretionary business permits; processing non-discretionary governmental papers such as visas; obtaining police protection or mail service; obtaining inspections associated with contract performance or the shipment of goods; obtaining telephone, power, or water service; loading or unloading cargo; and similar activities that are ordinarily and commonly performed by officials.

11.3   FAMILIARITY WITH GUIDELINES AND COMPLIANCE SUMMARY

Every employee involved in the Company’s international business, particularly those who interact with government officials, should study and maintain familiarity with the Compliance Summary and these Guidelines and direct any questions to the Legal Department or Controller’s, as appropriate.

11.4   BASIC CRITERIA FOR INTERACTIONS WITH GOVERNMENT OFFICIALS

All gifts, entertainment, and hosting of government officials and similar interactions with government officials should meet the following basic criteria as well as any specific criteria in these Guidelines:

• Not be intended to create an improper advantage for the Company by inducing conduct that amounts to a breach of an expectation that the official will act in good faith, impartially or in accordance with a position of trust
• Be reasonable, bona fide, and proportionate
• Comply with local customs and laws, as locally interpreted and administered;
• Comply with any other applicable laws, such as the FCPA and the UKBA;
• Be properly reviewed, endorsed, approved and reported as outlined in these Guidelines;
• Be accurately and completely recorded in the Company’s books and records; and
• Be open and transparent.

11.5   GIFTS TO GOVERNMENT OFFICIALS

11.5.1      General Requirements

Gifts to non-U.S. officials in the form of cash, commissions, loans, shares in profit, securities or their equivalent are prohibited.

Payment to vendors for products or services for a government official (for example, providing transportation or food incidental to a wedding or a funeral) is considered to be a gift to the official and must be approved and reported in accordance with these Guidelines.

A gift to a person known to be a close relative of a government official, such as a spouse, child, parent or sibling, or the spouse of a child or sibling, attending a Company-sponsored event with a government official is subject to the same reviews, endorsements and approvals as would be required for a gift to the official.  A gift to a person known to be a close relative of a government official on an occasion other than when attending a Company-sponsored event with an official should be reviewed with the Legal Department in advance with regard to value.

11.5.2      Reviews, Endorsements and Approvals

• No review, approval or endorsement is required for Company logo gifts costing $50 or less.
• Non-logo gifts costing $50 or less may be given without review, approval or endorsement, except that a donor must obtain the approval or endorsement of SafePass President prior to giving such a gift to any specific government official more than three times in the same calendar year.
• Gifts costing more than $50 up to $500 must be approved (or endorsed, as appropriate) by SafePass President.
• Gifts costing more than $500 must be reviewed and endorsed by the President and Board of Directors.

For purposes of these Guidelines, when multiple gifts are given on a single occasion, the approval requirements are based on the aggregate cost of the gifts received by any specific government official.

All proposals for gifts that require Legal Department endorsement must be accompanied by a report indicating any other gifts reportable to Controller’s (that is, gifts costing more than $100) given by the Company or affiliated companies to the proposed recipient within the previous twelve months.

11.5.3      Reporting Requirements for Gifts

The Corporation and its affiliates monitor gifts to government officials through the Audit and Controls Committees.  Quarterly, all gifts given to government officials costing $100 or more per individual gift should be reported to the designated Controller’s contact.  These reports should highlight and explain any significant differences between the pre-approved costs and the actual costs.

11.6   ENTERTAINING GOVERNMENT OFFICIALS

11.6.1      General Requirements

Reasonable, bona fide, and proportionate business entertainment of government officials is a normal commercial practice, which may facilitate the proper conduct of the Company’s business by strengthening business relationships.  Permissible business entertainment is generally provided in order to create goodwill for the Company, with no expectation of any more specific action or benefit from the recipient.  Costs of entertainment include costs of the social event and ancillary costs, e.g., costs of local transportation such as taxi fares to and from the event.

Entertainment that is incidental to a business meeting hosted by the Company should be submitted for approval along with all other expenses paid for government officials associated with the same business meeting (such as transportation or hotel costs).  All costs associated with the same meeting should be submitted for review, endorsement and approval together as a single hosting event (see the next section of these Guidelines).

11.6.2      Reviews, Endorsements and Approvals

• Up to three entertainment events for the same government official in a calendar year costing $200 or less may be provided by an employee without prior review, approval or endorsement.  Each additional entertainment event costing $200 or less for the government official must be approved by Company President.
• Entertainment costing more than $200 up to $500 per official must be reviewed and endorsed by the Legal Department and approved (or endorsed, as appropriate) by Company President.
• Entertainment costing more than $500 up to $1000 per official must be reviewed and endorsed by the Legal Department and approved (or endorsed, as appropriate) by Company President.
• Entertainment costing more than $1000 per official must be reviewed and endorsed by the President and Board of Directors.

Only very rarely would the Company pay for air transportation or lodging for a government official to attend an entertainment event that was not incidental to a business meeting.  Any proposal for approval of entertainment that involves air transportation or lodging should be reviewed and endorsed by the Legal Department.

All required reviews, approvals, and endorsements should be obtained prior to extending an invitation to an official.  After such endorsements and approvals are obtained, any change in plans or circumstances prior to or during the event that results in a significant change in the cost should be reviewed and endorsed again.

For purposes of these Guidelines, when multiple government officials are entertained on the same occasion the authority requirements are based on the cost of the entertainment and related transportation specific to each government official.  When spouses and family members of government officials are included, the cost of the entertainment provided to those persons is included in the total for the government official.

Spouses, family members, and other guests should generally not be invited to accompany an official.  However, there may be occasions where the inclusion of a spouse or other family member in an invitation is appropriate.  Any entertainment which includes the spouse, family members, or other guests of a government official requires closer scrutiny under anti-corruption laws.  The cost of entertaining a spouse, family member, or guest must be included in the cost of entertaining the government official for review, approval, and endorsement requirements.

11.6.3      Reporting Requirements for Entertainment

The Corporation and its affiliates monitor entertainment of government officials through the Audit and Controls Committees.  Quarterly, all entertainment of a non-U.S. official costing $1,000 or more per individual event should be reported to the designated Controller’s contact.  These reports should highlight and explain any significant differences between the pre-approved costs and the actual costs.

11.7   HOSTING GOVERNMENT OFFICIALS

11.7.1      General Requirements

In the course of doing business, the Company hosts a broad range of individuals, some of whom are government officials.  The law recognizes that the payment of certain expenses on behalf of such government officials, at a reasonable level under certain circumstances, is appropriate and legally acceptable.

Under the FCPA, a general business purpose may not be sufficient to justify paying for air travel or hotel accommodations for a non-U.S. official.  The FCPA explicitly permits payment of reasonable and bona fide expenditures, such as travel and lodging expenses, incurred by or on behalf of a non- U.S. official and directly related to: (i) the promotion, demonstration, or explanation of products or services or (ii) the execution or performance of a contract with a non-U.S. government or agency.

Although the UKBA contains no such express language, reasonable, bona fide, and proportionate expenditures are recognized as a legitimate part of conducting business.

Good judgment must be exercised whenever the hosting of government officials is considered, and the Legal Department should be consulted whenever a hosting is being planned.

Government officials conducting business at Company facilities (to include conference rooms in Company offices, hotels or conference centers) may be hosted without prior review, endorsement, or approval under these Guidelines, provided that:

• The purpose of the hosting is to hold a business meeting;
• The only hosting costs are for incidental local transportation and on-site meals and refreshments; and
• Those costs are $200 or less per official.

Employees of government-owned service contractors performing technical or operational services at Company facilities may be government officials.  Contractual payments by Company for their travel to and from Company facilities and lodging while performing work at those facilities may not require prior approval or reporting under these Guidelines, depending on the specific circumstances.  Case-by-case determinations should be made in consultation with the Legal Department.

Reviews, endorsements, and approvals for all other hosting of government officials are outlined below.  Approval must be obtained even if the Company will be reimbursed for the hosting expense, and even if the hosting is for a humanitarian purpose.  Hosting events (except as specifically noted below in the “Approvals” section) should be reviewed and endorsed by the Legal Department.  This review should begin with a written proposal by the hosting business unit which includes the following information:

• Name and title or position (to be supplemented with name as soon as known) of the person to be hosted;
• Business relationship of the government official with the Company;
• If the trip or visit was requested by the government official, how the request was received;
• Business purpose of the visit, including specific meetings or negotiations to be conducted during the hosted period;
• Description of the contract provisions relevant to the proposed activity;
• Explanation of any persons accompanying the government official whose expenses are to be paid for by the Company;
• Proposed itinerary;
• Cost estimate sufficient to demonstrate the reasonableness of the costs, broken out by specific categories including travel, meals, lodging, entertainment, and similar categories;
• Confirmation that a plan is in place for handling medical emergencies;
• Confirmation that a plan is in place to make direct payment to vendors or an explanation of the alternative proposed methods of payment;
• Proposal for handling of per diems or cash disbursements when required;
• Names of Company employees who will act as hosts; and
• Whether the hosting event is directly related to: (i) the promotion, demonstration, or explanation of products or services; or (ii) the execution or performance of a contract with a host government or agency.

Any medical emergency arising during an approved visit should be handled expeditiously and with the highest regard for the immediate well-being of the visitor.  Some business units have adopted written procedures for handling such emergencies and some business units utilize limited medical insurance for such emergencies.

11.7.2      Reviews, Endorsements and Approvals

• A hosting within a government official’s home country (or within another country,
• including the U.S., if the official is in that other country at his or her own expense) does not require the endorsement of the Legal Department, and may be approved by Company President, provided the trip or visit costs $1,000 or less per specific government official.  If there are any questions or unusual circumstances regarding such trip or visit, the Legal Department should be consulted.
• A hosting not fitting the category above or which has an estimated cost to the Company of more than $1000 up to $2,000, per specific government official, must be reviewed and endorsed by the Legal Department and approved (or endorsed as appropriate) by Company President.
• A hosting that has an estimated cost to the Company of more than $2,000 up to $10,000, per specific government official, must be reviewed and endorsed by the Legal Department and approved (or endorsed as appropriate) by Company President.
• Hosting which has an estimated cost to the Company of more than $10,000, per specific government official, must be reviewed and endorsed by the Legal Department and approved (or endorsed as appropriate) by Company President.

In circumstances where the individual to be hosted is from a “sensitive country” or whenever a hosting event is likely to attract media coverage, endorsement by the Company President is required in addition to endorsement by the Legal Department.

Only on very rare occasions will the Company allow a spouse or other family member of a government official to travel at Company expense.  An example of such an occasion might be inviting the spouse of an official to take an official role in a ceremonial event, such as christening a ship.

Such hosting events will be approved only if required by customary business protocol and endorsed in advance by the Legal Department, regardless of cost

After such reviews, endorsements and approvals are obtained, any change in plans or circumstances prior to or during the event that results in a significant change in the cost should be reviewed and submitted for endorsement and approval again.

Reasonable entertainment closely associated with hosting a government official is part of the hosting event and should be included in the hosting approval request form.  Such entertainment need not be separately reviewed and endorsed or approved under the entertainment section of these Guidelines.  Any questions regarding the reasonableness of entertainment and its association with the hosting event should be directed to the Legal Department.

11.7.3      Reporting Requirements for Hosting

SafePass monitors the hosting of government officials through the Audit and Controls Committees.  Quarterly, all hosting of a government official costing $1,000 or more per event should be reported to the designated Controller’s contact.  These reports should highlight and explain any significant change in scope of the hosting event after obtaining the approval.

11.8   EXPORT CONTROLS COMPLIANCE CHECK

U.S. export control regulations control the export of certain technology, including certain software and source code, to designated countries.  Under the regulations, an export may occur if the Company releases controlled technology to a national of country to which that technology is controlled, even if that release occurs outside that individual’s country.

The approval process for hosting a government official should include verification that technology that is controlled to the country of permanent residence of the official to be hosted will not be released to the official during the visit through access to information or viewing of sites.  The Export Controls contact, or Legal Department contact for the business unit in question is prepared to assist in making that determination, but it is the responsibility of the host.

11.9   GOVERNMENT OFFICIALS SECONDED TO THE COMPANY

The terms and conditions of the secondment of a government official to SafePass to fill a position for a significant period of time should be set out in detail in a secondment agreement.  A hosting review, endorsement, and approval alone is not sufficient to provide for matters such as the movement of household goods, payment of salary and benefits, long-term living expenses, expenses of family members, schools, etc.  The Legal Department can assist in preparation of such an agreement.

For Company payments made directly to the secondee, even when covered by a secondment agreement, the hosting review, endorsement and approval requirements in these Guidelines apply and should be obtained prior to the commencement of the secondment.  However, no reviews, endorsements, or approvals are required for participation in ordinary company events, for routine gifts given to employee groups, e.g., safety awards, or for business travel handled in accordance with SafePass guidelines for the travel of employees.  Reviews, endorsements, and approvals are required under these Guidelines for any entertainment, travel, or gifts inconsistent with SafePass norms for its employees.

Company payments in connection with secondments should be reported to the Audit and Controls Committee with hosting expenses with a notation that the expenses relate to a secondment.  Secondment expenses paid by the Company to the host government or agency, or to a national oil company (as opposed to the secondee) are not reportable to the Audit and Controls Committee.

11.10ANNUAL APPROVAL FOR ROUTINE VISITS TO COMPANY FACILITIES BY REGULATORY PERSONNEL

Inspection or oversight visits by staff-level government regulatory officials to Company facilities that are frequent, routine, and do not involve great expense to the Company or value being provided to the officials may be approved by use of the instructions and form attached to these Guidelines.  An annual approval may be granted for regulatory personnel only if they are using Company-controlled transportation, staying in Company quarters, eating in Company cafeterias, and receiving the same general amenities as Company employees.  The specific criteria and process for obtaining such annual approval are described in the Appendix.

11.11FACILITATING PAYMENTS TO GOVERNMENT OFFICIALS

11.11.1  General Requirements

Facilitating payments are prohibited except with prior review with and endorsement by the Legal Department.  Although facilitating payments are permissible in certain circumstances under the FCPA, facilitating payments are not allowed under the UK Bribery Act, which is applicable to many activities of those acting for or on behalf of SafePass outside of the U.K.  In addition, many countries do not allow facilitating payments to their government officials.

Facilitating payments will only be endorsed by Law in those circumstances in which the payment would be legal under all applicable laws.

The prohibition on facilitating payments does not apply to payments necessary to protect the health or safety of the employee.  In circumstances where an employee’s health or safety is threatened if a payment is not made to a government official demanding a payment, an employee may make a payment in response to such extortion.  The employee should use his or her best judgment whether to make the payment.  In the event a payment is made, the employee should report the situation and any necessary payment as soon as practical to the Legal Department regardless of the amount of the payments.

11.11.2  Reporting Requirements

All payments made to protect an employee’s safety and health and any facilitating payments endorsed by the Legal Department must be accurately described and reported in the appropriate accounting records of the Company (for example, Employee Expense Record).

The Corporation and its affiliates monitor all such payments through the Audit and Controls Committees.  Quarterly, each payment to protect an employee’s safety and health and any facilitating payment paid to a government official should be reported to the designated Controller’s contact, with supporting information, including the date, the name of the recipient (if available), the recipient’s position, a description of the payment, and the business purpose or threatening circumstances.  These reports should highlight and explain any significant differences between the pre-approved payments and the actual payments.

12. ANTI-CORRUPTION POLICY

It is the policy of SafePass that directors, officers, employees and third parties acting on its behalf are prohibited from offering or paying, directly or indirectly, any bribe to any employee, official, or agent of any government, commercial entity, or individual in connection with the business or activities of the Company.  A bribe for purposes of this policy is any money, goods, services, or other thing of value offered or given with the intent to gain any improper advantage for the Company.

No director, officer, employee, or third party should assume that the Company’s interest ever requires otherwise.

13. OPEN DOOR COMMUNICATIONS

SafePass encourages employees to ask questions, voice concerns, and make appropriate suggestions regarding the business practices of the Company.  Employees are expected to report promptly to management suspected violations of law, the Company’s policies, and the Company’s internal controls, so that management can make appropriate corrective action.  The Company promptly investigates reports of suspected violations of law, policies, and internal control procedures.

Management is ultimately responsible for the investigation of and appropriate response to reports of suspected violations of law, policies, and internal control procedures.  Internal Audit has primary responsibility for investigating violations of the Company’s internal controls, with assistance from others, depending on the subject matter of the inquiry.  The persons who investigate suspected violations are expected to exercise independent and objective judgment.

Normally, an employee should discuss such matters with the employee’s immediate supervisor.

Each supervisor is expected to be available to subordinates for that purpose.  If an employee is dissatisfied following review with the employee’s immediate supervisor, that employee is encouraged to request further reviews, in the presence of the supervisor or otherwise.  Reviews should continue to the level of management appropriate to resolve the issue.

Depending on the subject matter of the question, concern, or suggestion, each employee has access to alternative channels of communication, for example, Controller’s; Internal Audit; Human Resources; the Legal Department; Safety, Health and Environment; and the SafePass Security Department.

Suspected violations of law or the Company’s policies involving a director or executive officer, as well as any concern regarding questionable accounting or auditing matters, should be referred directly to Internal Audit.

All persons responding to employees’ questions, concerns, complaints, and suggestions are expected to use appropriate discretion regarding anonymity and confidentiality, although the preservation of anonymity and confidentiality may or may not be practical, depending on the circumstances.  For example, investigations of significant complaints typically necessitate revealing to others information about the complaint and complainant.  Similarly, disclosure can result from government investigations and litigation.

No action may be taken or threatened against any employee for asking questions, voicing concerns, or making complaints or suggestions in conformity with the procedures described above, unless the employee acts with willful disregard of the truth.  Failure to behave honestly, and failure to comply with law, the Company’s policies, and the Company’s internal controls may result in disciplinary action, up to and including separation.

No one in the Company has the authority to make exceptions or grant waivers to the Company’s foundation policies.  It is recognized that there will be questions about the application of the policies to the specific activities and situations.  In cases of doubt, directors, officers, and employees are expected to seek clarification and guidance.  In those instances where the Company, after review, approves an activity or situation, the Company is not granting an exception or waiver but is determining that there is no policy violation.  If the Company determines that there is or would be a policy violation, appropriate action is taken.

 

APPENDICES

 

APPENDIX A:  OUTSIDE WORK REQUEST FORM

OUTSIDE WORK AUTHORIZATION REQUEST

This form should be completed by SafePass employees or contractors who wish to do outside work with another organization. The request should be sent to SafePass President for review and endorsement to determine whether permission will be granted. Key determining factors are consistency with the company Conflict of Interest Policy, protection of SafePass proprietary information, low-risk to SafePass, and the employee’s/contractor’s ability to fully and effectively perform their SafePass

Duties.   If permission is granted, you will be requested to annually update the status of your outside work activity. If the nature or scope of the outside work changes after approval. you must re-submit a new form highlighting the changes for management’s reassessment.

NAME: ______________________________

OUTSIDE POSITION DESIRED

Company: ______________________________

Types of Other Companies Served: ______________________________

Description of Work: ______________________________

QUESTIONS TO ASSESS POTENTIAL CONFLICTS:

1. Does the outside organization or its customers served compete with SafePass? If yes, describe any support you will be giving where SafePass competes.

2. Does the outside organization provide goods/services to SafePass? (If yes, explain the degree to which you have the ability to influence SafePass business with this company).

3. Do you need to reference or use SafePass documents or other materials to perform the work? Do you use SafePass assets? If yes to any of the above, please explain.

4. How much time will the outside work activity require (in hours per month)?

Employee/Contractor Signature: ______________________________

Date: ______________________________

President Endorsement: ______________________________

Date: ______________________________

APPENDIX B:  GIFTS AND ENTERTAINMENT REVIEW PROCEDURES

MINIMUM FINAL REVIEW LIMITS

Receiving or Providing Gifts	Final Review Level
Nominal Value up to $50	No Approval Required
$50 to $500	President Approval
Greater than $500	President and Board of Directors Approval
Receiving or Providing Entertainment
Routine Business Entertainment*	No Approval Required
Unusual Entertainment
Overnight Accommodations	President Approval
Travel Expenses for employee/family	President Approval
Other Unusual/Extravagant Entertainment	President Approval
Travel on 3rd party owned/chartered aircraft	President and Board of Directors Approval

* Routine business entertainment must consider pertinent circumstances, including the criteria mentioned in the General Guidance section of these Guidelines
Final reviews, if required, should be retained by the employee receiving or providing the gift or entertainment.

Final reviews should include at least the following information:

• Company/person providing and receiving the gift or entertainment
• Business purpose
• Description of the gift or entertainment
• Value

Gifts and entertainment provided to government officials must also comply with the Guidelines for Interactions with Government Officials.  These guidelines address gifts and entertainment for government officials, including employees or officials of governments, national companies, and some quasi-governmental organizations and public international organizations.  The guidelines also include specific review, endorsement, and approval requirements.

Directors, officers, and employees interacting on behalf of the Company with public employees and officials should be familiar with applicable laws, regulations, company policies, company guidelines, and company procedures, and should consult the Legal Department when they have questions.

APPENDIX C:  ALCOHOL USE PROCEDURES EXCEPTION REQUEST FORM

Description of Event: _________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Location of Event:

_________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Is SafePass hosting the event?     Yes    or     No    (circle one)

If so, name of SafePass employee hosting event: _______________________________

If so, approximate number of employees attending: _____________

Time when alcoholic beverages will be served/consumed: ______________

Describe business justification for exception:

_________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Individual Submitting Exception: ______________

Date: ______________

Approved by SafePass President:

Signature: ____________________________

Name: ______________________

Date: ______________

APPENDIX D:  REVIEW FORM FOR INTERACTIONS WITH GOVERNMENT OFFICIALS

THIS FORM IS FOR USE IN OBTAINING APPROPRIATE APPROVALS AND ENDORSEMENTS PRIOR TO ENGAGING IN INTERACTIONS WITH GOVERNMENT OFFICIALS.  THE FORM IS FOR USE IN CONJUNCTION WITH THE SAFEPASS GUIDELINES FOR INTERACTIONS WITH GOVERNMENT OFFICIALS.  PLEASE REFER ANY QUESTIONS TO THE LEGAL DEPARTMENT.

Prior to interacting with a government official, these steps should be followed:

1)      Review, as necessary, the SAFEPASS Guidelines for Interactions with Government Officials (“Guidelines”)

2)      Complete this form (one per event)

3)      Obtain the necessary endorsements / approvals per the Guidelines.  (See attached matrix)

Type of Event (All related entertainment, gifts and hosting should be included in the same form):

Type of Event	Amount in US Dollars
Entertainment
Hosting
Facilitating Payment
Other (specify)
Description of Event:
Date of Event:
Location:
Name(s), Title/Position and Company/Government Agency of each Government Official (“Official”):
Describe the Official’s Business Relationship with [Affiliate]:
Identify any other individual (e.g. spouse or other family member) accompanying the Official(s), his or her title/position and relationship to the Official.  State whether any expenses for any such individual will be paid by SafePass:
Describe the business purpose for the event:
Describe any relationship between the event and a government contract or a legal/regulatory obligation:
Describe how and from whom the request was received:
Proposed schedule/Itinerary (complete details, use a separate document if necessary):
Proposed Payment Method:
Proposed Gifts to Officials, and the cost of each gift:
List all gifts costing $100 or more to any of these Officials during the previous 12 months:
Name of Company employee acting as Host(s):
For all hosting events, describe the plan for medical emergencies:
Detailed cost estimate including; Airfare, Per diem (if any), Meals, Lodging, Entertainment, Ground Transportation, Miscellaneous.

Prepared by (signed): _______________________  Date: __________________

Name (printed): ___________________________________

Title: ___________________________________

Department: __________________

ENDORSEMENTS:

Department Head

_____________________________ (signed)

Name (printed): ___________________________________

Title: ___________________________________

Company President

_____________________________ (signed)

Name (printed): ___________________________________

Title: ___________________________________

APPENDIX E:  INSTRUCTIONS FOR OBTAINING ANNUAL APPROVAL FOR VISITS BY GOVERNMENT REGULATORY PERSONNEL

The following format should be used for seeking an annual approval for repeated routine visits for inspection and oversight by regulatory personnel to Company facilities over the course of a calendar year.  An approval obtained pursuant to this process will replace the requirement to obtain an approval for each such visit during the year.

The hosting of any government personnel who are to be indefinitely stationed and supported by the Company at a Company facility may not be approved with the process below.  Such hosting should be covered in advance with a written agreement or other appropriate documentation with the Government entity.  Law endorsement should be obtained in advance for any such arrangement.

Visits not meeting the criteria listed on the next page should be approved individually in accordance with the procedures in the SafePass Guidelines for Interactions with Government Officials.

This annual approval must be approved by the Company President and remains effective for the balance of the calendar year in which it is approved.  No quarterly reporting will be required to the Audit & Controls Committee for these visits.

Format: Annual Approval for Visits by Government Regulatory Personnel

SafePass requests an annual approval for the period under the SafePass Guidelines for Interactions with Government Officials (“Guidelines”) for routine and regular visits of certain government regulatory personnel to its facilities in [Country] for the purpose of regulatory inspections or oversight visits.  The visitors will be Government regulatory inspectors.  or other Government oversight personnel, as follows:

[List specific categories of government officials, numbers expected over the year, Company- owned or Company-operated facilities to be inspected, and regulatory or contractual provision under which the inspections are required.]

These visits by staff-level regulatory personnel to Company facilities in [Country] will be frequent, short in duration, routine, and will not involve great expense to the Company or value to the officials.  These visits will be administered according to the criteria in the attachment.

These visits would be routinely approved under the Guidelines.  Therefore, we request an administrative grant of an annual approval for the visits described above, all of which meet the attached criteria.  All other hosting remains subject to the approval and reporting requirements in the Guidelines.

Annual Approval (or endorsement) Criteria:

• The visits will be for routine inspections or oversight activities at Company-owned or Company- operated facilities.
• The visits will be conducted under laws, regulations or contracts with the Government.
• The visits will be for less than six weeks.
• The visitors will not be provided with any cash payments, including per diems or similar allowances in any form.
• The annual approval only extends to visitors traveling on Company-owned or Company chartered aircraft (fixed or rotary wing) or other charter services, not commercial transportation.
• The annual approval only extends to visitors staying in Company-owned residential facilities (not hotels).
• The visitors will be provided with the same meals, emergency medical care, and other day-to-day amenities as Company employees during their stay.

All transportation on Company-owned or Company-chartered aircraft and all stays in Company quarters will be documented and records kept listing visitors, purpose of each visit, and length of stay.  These records will be kept for five years.