TRUSTED MEDIA BRANDS, INC.
VENDOR CODE OF CONDUCT
Trusted Media Brands, Inc. f/k/a The Reader’s Digest Association, Inc., including its subsidiaries (the “Company”), expects all of its employees, consultants, agents, vendors, distributors, licensees and other representatives to conduct themselves at all times with integrity and in full compliance with the laws and regulations that govern our global business activities. To that end, the Company has established a set of standards of business practices and regulatory compliance that are set out in our Ethical, Legal and Business Conduct Policies (the “Employee Code of Conduct”) which applies to all Company employees.
It is the Company’s policy to conduct business with vendors who share and embrace the letter and spirit of our commitment to integrity. By “vendor” we mean any firm or individual that provides a product or service, directly or indirectly, to the Company. We understand that vendors are independent entities, but the business practices and actions of a vendor may significantly impact and/or reflect upon the Company, our reputation, and our brand, which is one of our most important assets. Because of this, the Company expects all vendors and their employees, agents and subcontractors (their “Representatives”) to adhere to this Vendor Code of Conduct while they are conducting business with and/or on behalf of the Company. All vendors should educate their Representatives to ensure they understand and comply with this Vendor Code of Conduct. The Company may terminate or amend this Vendor Code of Conduct from time to time in its sole discretion.
As in effect from time to time, this Vendor Code of Conduct and the Employee Code of Conduct are maintained on our corporate website at www.tmbi.com.
LEGAL AND REGULATORY COMPLIANCE PRACTICES
All Company vendors and their Representatives shall conduct their business activities in full compliance with the applicable laws and regulations of their respective countries while conducting business with and/or on behalf of the Company. In addition to any specific obligations under the vendor’s agreement with the Company, all vendors shall, without limitation:
- Comply with the the anti-corruption laws of the countries in which they do business (including but not limited to the United States Foreign Corrupt Practices Act, the Canadian Corruption of Foreign Public Officials Act and the UK Bribery Act), and not make any illegal direct or indirect payments (including gifts and entertainment) or promises of payments to any person for the purpose of inducing the individual to misuse his or her position to obtain or retain business or otherwise gain an improper business advantage.
- Not make “facilitating” or “grease” payments to government officials for the performance of routine government action.
- Maintain appropriate documentation for reimbursable costs and expenses.
- Conduct business in full compliance with antitrust and fair competition laws that govern the jurisdictions in which they conduct business.
- Comply with all applicable environmental laws and regulations.
Company vendors and their Representatives shall conduct their business interactions and activities with integrity and in accordance with their obligations under their specific agreements with the Company. In addition to those obligations, all of our vendors shall, without limitation:
- Honestly and accurately record and report all business information and comply with all applicable laws regarding their completion and accuracy.
- Maintain effective business programs and controls designed to prevent and detect fraud and corruption.
- Create, retain and dispose of business records in full compliance with all applicable legal and regulatory requirements.
- Inform the Company of any agents, subcontractors or other third parties hired to perform services on the Company’s behalf.
- Protect and responsibly use both the physical and intellectual assets of the Company, including its property, supplies and equipment when and as authorized by the Company to use such assets.
- Use Company-provided information technology and systems (including email) only for authorized Company business-related purposes. The Company strictly prohibits vendors and their Representatives from using Company-provided technology and systems to create, access, store, print, solicit or send any material that is intimidating, harassing, threatening, abusive, sexually explicit or otherwise offensive or inappropriate and/or send any false, derogatory or malicious communications using Company-provided information assets and systems.
- Comply with all Company requirements for maintenance of passwords, confidentiality, security and privacy procedures as a condition of receiving access to the Company internal corporate network, all systems and buildings. All data stored or transmitted on Company owned or leased equipment is to be considered private and is the property of the Company. The Company may monitor all use of the corporate networks and all systems (including email) and/or access all data stored or transmitted using the Company network.
- Maintain the confidentiality of any confidential information relating to the Company, and use such confidential information solely for performing the services for which the vendor has been retained by the Company; provided that any such confidential information may be disclosed to a vendor’s Representatives who need to know such information for the purposes of performing the services. The Company’s confidential information shall not be used in any way that could reasonably be considered to be detrimental to the Company.
- Not speak to the press on the Company’s behalf unless vendor and/or Representative is expressly authorized in writing to do so by one of the Company’s communications professionals.
- Use good judgment, discretion and moderation when offering gifts or entertainment to Company employees or agents. In doing so, the vendor and or its Representatives will refrain from giving Company employees an individual gift or a combination of gifts, or providing any entertainment, that would violate the Employee Code of Conduct. In any event, no vendor may ever offer a bribe, kickback, bartering arrangement for goods or services and/or any other incentive to a Company employee or agent in order to obtain or retain Company business.
- Avoid the appearance of or actual improprieties or conflicts of interests. In the course of negotiating the vendor agreement or performing the vendor’s obligations, vendors or their Representatives shall not deal directly with any Company employee (i) who holds or whose spouse, domestic partner or relative holds a significant financial interest in the vendor, or (ii) who is a spouse, domestic partner or relative of the vendor’s Representative.
- Avoid insider trading by buying or selling Company or another company’s securities when in possession of information about the Company or such other company that is not available to the investing public and that could influence an investor’s decision to buy or sell securities.
The Company expects its vendors to share its commitment to human rights and equal opportunity in the workplace. Company vendors shall conduct their employment practices in full compliance with all applicable laws and regulations, and shall, without limitation:
- Cooperate with the Company’s commitment to a workforce free of harassment and unlawful discrimination. While we recognize and respect global differences, we believe that vendor companies should not engage in discrimination in hiring, compensation, access to training, promotion, termination or retirement based on race, caste, national origin, religion, age, disability, gender, marital status, sexual orientation, union membership or political affiliation.
- Provide a safe and healthy work environment by fully complying with all applicable safety and health laws, regulations and practices. While on a Company owned, leased or managed property, vendors and their Representatives shall comply with all rules and regulations concerning the operation of the property and the interaction with other individuals with access to the property, whether the Company, its clients, or other vendors, employees or guests.
- Prohibit your Representatives from using, possessing, distributing and selling illegal drugs while on Company owned, leased or managed property.
- Not engage in physical discipline or abuse. Physical abuse or discipline, the threat of physical abuse, sexual or other harassment and verbal abuse or other forms of intimidation are prohibited.
COMPLIANCE WITH CODE OF CONDUCT
It is the responsibility of the vendor to ensure that its Representatives understand and comply with this Vendor Code of Conduct and to inform its Company contact (or a member of Company management) if any situation develops that causes the vendor to operate in violation of this Vendor Code of Conduct. Company vendors are expected to self-monitor their compliance with this Vendor Code of Conduct. In addition to any other rights the Company may have under its agreement with vendor, the Company may request the immediate removal from the Company account of any Representative who behaves in a manner that is unlawful or inconsistent with this Vendor Code of Conduct, the Employee Code of Conduct or any Company policy.
The Company may request documentation and other supporting data and information from the vendor and its Representatives prior to paying invoiced fees and expenses, and reserves the right to perform audits to ensure compliance with anti-corruption laws.
NO CREATION OF THIRD-PARTY RIGHTS
This Vendor Code of Conduct does not confer, nor shall it be deemed to confer, any rights on the part of third-parties, including any third-party beneficiary rights. For example, no employees of any vendor shall have any rights against the Company by virtue of this Vendor Code of Conduct, nor shall such employees have any rights to cause the Company to enforce any provisions of this Vendor Code of Conduct, the decision with respect to any such actions being reserved by the Company in its sole discretion.
QUESTIONS ABOUT THE VENDOR CODE OF CONDUCT
If you have questions about this Vendor Code of Conduct, including questions regarding a possible violation of this Vendor Code of Conduct, the Company has a variety of resources available to assist you. You are encouraged to work with your primary Company contact in resolving a business practice or compliance concern. However, the Company recognizes that there may be times when this is not possible or appropriate. In such instances, please contact our General Counsel at Trusted Media Brands, Inc. f/k/a The Reader’s Digest Association, Inc., 44 South Broadway, White Plains, NY 10601, or report (with an option to remain anonymous) any violations to the Company’s Hotline at 1-(888) 469-1578.
The Company will not tolerate any retribution or retaliation taken against any individual who has in good faith sought out advice or has reported questionable behavior or a possible violation.
We thank you for your compliance with this important Vendor Code of Conduct and look forward to a mutually beneficial relationship with all of our vendors based on the highest levels of ethical behavior.
Revised April, 2019