Jostens Business Conduct and Ethics Principles

Introduction

This statement of Business Conduct and Ethics Principles describes key guiding principles for the conduct of business by Jostens Inc. in an effort to promote our core values of honesty, professionalism, fair dealing, integrity and ethical business practices and to ensure compliance with applicable laws. Because this is a statement of the principles under which we strive to do business, we refer to it as our Code of Conduct.

This Code applies to all of our directors, officers, and employees (collectively, “employees”), as well as to our independent sales representatives and other persons doing business on our behalf (collectively, “independent representatives”). We refer to our Chief Executive Officer, Chief Financial Officer, and our SVP Finance as our "principal financial officers" in this Code.

It is every employee’s and independent representative’s personal obligation to read and make certain you understand this Code and follow it in the conduct of your business for the Company. If you have any questions, please contact a human resources representative and/or legal department representative until you have received a satisfactory understanding.

The principles stated in this Code do not necessarily include all applicable Company standards and policies, nor are they meant to be a complete explanation of the laws that may be applicable in the U.S. or any other country in which we do business. Employees and independent representatives are expected to comply with all applicable laws, whether or not highlighted in this Code. This Code is not meant to be a comprehensive rulebook and cannot address every situation you may face. The exercise of good judgment and high ethical standards should always guide your conduct.

We maintain policies, processes, audit procedures and internal controls to prevent violations of law, and to support compliance with Company policy and applicable law. However, if you are concerned about whether specific conduct or a given situation is in compliance with applicable law or the Company’s policies and principles, please speak with a manager or a human resource representative. The Company will not tolerate retaliation against any employee or independent representative who reports a good faith concern about a possible violation of law or Company policy, or asks for help to understand and implement this Code. Supervisors and managers are responsible for reporting to senior management and the legal department any suspected or actual wrongdoing which they discover or is brought to their attention.

Our reputation, success and the goodwill rest on doing business in an honest, ethical and legal manner. A violation of the law may subject the Company and the individuals involved to civil liability, damages, fines, penalties, regulatory sanction and/or criminal prosecution and can hurt the reputation and goodwill of the Company. Any person who fails to comply with applicable law and the principles set out in this Code may be subject to disciplinary action, up to and including involuntary separation from the Company, depending on the facts and circumstances of the particular situation.

If a law conflicts with a policy in this Code, you must comply with the law. However, if a local custom or past practice conflicts with this Code, you must comply with the Code. Any exception or waiver of this Code applicable to any executive officer of the Company must be approved in writing by the Board of Directors (or the appropriate committee of the Board of Directors) and will be disclosed as required by applicable law or regulation.

Any exception or waiver of this Code for any other person must be approved in writing by the Chief Executive Officer.

The Company asks its principal financial officers to confirm annually their familiarity and compliance with the principles under this Code. Similarly, other employees and independent representatives are asked on a periodic basis to confirm their familiarity and compliance with the Code. All new employees and independent representatives should be given a copy of this Code and informed that compliance with this Code is a condition of their relationship with the Company.

Reporting Concerns

If you believe that a violation of law, this Code or any Company policy may have occurred, you should promptly report the concern to human resources. If your local human resources representative cannot answer your question or you do not feel comfortable contacting your local human resources representative, please contact the Company’s legal department either by email at legal@jostens.com or telephone at 952-830-3300. You also have the option to make an anonymous report through the Company’s ethics hotline, as described below.

If you are a supervisor, manager or HR representative and you have received information from an employee or independent representative concerning activity that he or she believes may violate law or Company policy, you should report the matter to a member of the law department promptly.

Making a report in good faith regarding a possible violation of law or company policy by another party will not subject you to retaliation or penalty.

The Company’s ethics hotline is available 24 hours a day, 7 days a week at 1-866-553-JOST (1-866-553-5678) to report a possible violation of this Code, another Company policy or applicable law. You will not be required to reveal your identity in calls to the hotline and will be able to call back to follow-up on the status of your report. However, the Company’s ability to investigate your concern may be limited in the case of anonymous calls. Please be sure to provide a reasonable level of information and detail when making your call to aid in the investigation of the report (this does not mean, however, that you should attempt to investigate the matter on your own). All reports and inquiries will be handled confidentially to the extent possible under the circumstances, but complete confidentiality cannot be guaranteed.

Conflicts of Interest

Disclosing Possible Conflicts of Interest

A conflict of interest may arise when an employee or independent representative takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest also may arise when an officer, employee, or independent representative, or members of their families, receives improper personal benefits as a result of an individual’s position with the Company.  Such an interest may include a financial, business, family, civic, or professional interest outside your relationship with the Company which may be in conflict with or make it difficult for you to put the interest of the Company first. If you suspect that you have a conflict of interest, or something that others could perceive as a conflict of interest, you must report it to a human resources representative orr the legal department. Management (in coordination with the legal department) will work with you to determine whether the situation may give rise to a conflict of interest and, if so, how best to address it. The following examples are provided to illustrate some (but not all) circumstances in which conflicts of interest may arise:

  • Financial:  Financial conflicts of interest may arise in situations when an employee, independent representative, or a relative of an employee or independent representative is employed by, serves as a director of, provides services to or obtains any loan or guarantee of personal obligation from, or has a financial interest in, a company that is our customer, supplier or competitor.
  • Corporate Opportunities:  Employees of our Company have an obligation to advance the Company’s interests when the opportunity to do so arises. Corporate opportunities may arise if you discover or are presented with a business opportunity through the use of Company property or information or because of your position with the Company. You should first present the business opportunity to the Company before pursuing (or directing a third party to pursue) the opportunity in your individual capacity for personal gain or on behalf of a third party.
  • Employment: An employee’s primary employment obligation is to the Company. A conflict of interest may arise when an outside activity, such as a second job, self-employment, board membership for another entity, or running for political office, interferes or may interfere with an employee’s activities for the company.

Gifts and Entertainment

Gifts and entertainment should not compromise, or appear to compromise, your ability or another party’s ability to make objective and fair business decisions. Gifts or entertainment to or from customers or suppliers may be considered appropriate only if the gift or entertainment is conducted for valid business purposes, and would not be viewed as an inducement to or reward for any particular business decision. Any gift or entertainment should be consistent with good customary business practices, not excessive in value and not in conflict with any gift policy or restriction the proposed recipient is subject to.

Under no circumstance may a gift of cash be received or given.

Gifts and entertainment may not be offered to or exchanged under any circumstances with any employee of the Federal, state or local governments. Restrictions are also imposed on dealings with foreign government officials, including under the Foreign Corrupt Practices Act which is discussed in further detail in this Code. There are also other public, as well as private, companies and institutions that have established their own internal rules regarding the acceptance of gifts or entertainment. You should become familiar with any such restrictions affecting those with whom they deal to ensure that you do not compromise the other party’s employment.

Be sure to be aware of local custom and legal requirements on the giving/receiving of gifts in any country where you may be doing business. There are some cases where refusal of a valuable gift would be offensive to the person offering it. This is particularly true when employees are guests in another country and the gift is something from that country offered as part of a public occasion. In these cases, the employee to whom the gift was offered may accept the gift on behalf of the Company, report it to management and turn it over to the Company.

Consultants

Whenever it becomes necessary to engage the services of an individual or firm to consult for or represent the Company, special care must be taken to ensure that no conflicts of interest exist between the Company and the person or firm to be retained and that outside consultants and agents of the Company are reputable and qualified. Consultants and other persons acting on behalf of the Company are required to comply with applicable law and Company policies, including policies regarding the protection of Company property and information, when conducting business with or for the Company. These requirements should be reflected in the consultant’s written agreement with the Company.

Political Activities and Contributions

The Company encourages its employees to participate in the political process as individuals and on their own time, provided that when you participate in political matters, you should be careful to make it clear that your views and actions are your own, and not made on behalf of the Company. For example, Company letterhead or e-mails should not be used to send out personal communications in connection with political activities.

Federal and state contribution and lobbying laws limit the contributions the Company can make to political parties or candidates. It is Company policy that Company funds or assets not be used to make a political contribution to any political party or candidate, unless prior approval has been given by the CEO and the legal department. Any political contribution you wish to make should be made in your own name.

If you desire to run for a local political office, you are asked to consult with management or human resources to discuss any possible conflict of interest that may arise.

Keeping Accurate Business Records

Accurate and reliable records are crucial to our business as business records are the basis of our earnings statements, financial reports and other disclosures and guide our business decision-making and strategic planning. Company records may include things such as ordering information, payroll, timecards, travel and expense reports, e-mail, accounting and financial data, measurement and performance records and production records (in whatever form), maintained in the ordinary course of our business. Efforts should always be made to ensure that Company records are complete, accurate and reliable in all material respects and retained in accordance with established policies and procedures. To ensure appropriate business record maintenance, employees and independent representatives must not:

  • Falsify or cause others to falsify any Company or customer documentation.
  • Omit or cause others to omit any fact that is necessary to prevent a statement from being inaccurate or misleading.
  • Alter or dispose of any information during reasonably foreseeable or ongoing litigation, investigations or audits, including but not limited to matters in which you have received a litigation hold notice.

State and federal laws as well as our own policies and the terms of certain of our material agreements require the disclosure of accurate and complete information regarding the Company’s business, financial condition and results of operations. All employees and independent representatives have a role in ensuring our financial integrity by:

  • Ensuring transactions are recorded accurately and in a timely manner to permit preparation of financial statements.
  • Understanding that undisclosed or unrecorded funds, payments or receipts are inconsistent with the Company’s business practices and are prohibited.
  • Following the Company’s internal control policies and procedures.

Principal financial officers and other employees working in the accounting and treasury functions have a special responsibility to ensure that our financial recording and reporting are fair, accurate, timely and understandable, and these employees must cooperate with internal and external auditing and control functions.

Protection and Use of Company Assets

Protecting Company Assets

It is important to protect the Company’s assets and ensure their efficient use for legitimate business purposes only, including by:

  • Exercising reasonable care to prevent theft, damage or misuse of company property and reporting the actual or suspected theft, damage or misuse of Company property to a supervisor.
  • Safeguarding electronic information and written materials from inadvertent access by others.
  • Using Company property only for legitimate business purposes, as authorized in connection with your job responsibilities.

Using Computer and Other Electronic Resources Appropriately

The Company’s computer resources are Company assets. Examples of computer resources are all of the Company’s processing hardware, software, networks and networking applications, and associated documentation, and telephone, voicemail, e-mail and other electronic communication systems, as well as all data and communications transmitted to or from or contained in the Company’s electronic or telephonic systems. The primary purpose of these systems is in the furtherance of Company business. Incidental personal use is permissible to the extent it does not unreasonably interfere with business needs and responsibilities and is otherwise lawful and not discriminatory. Employees and independent representatives (as applicable) are responsible for complying with the Company’s policies regarding the use of electronic resources and communication systems. Where appropriate, applicable password requirements must be followed. In addition, employees and independent representatives should observe software licensing terms and requirements.

Material and information stored, processed, sent or received on Company systems are the company’s property subject to monitoring and inspection by the company. Accordingly, employees and independent representatives should not have an expectation of privacy with respect to the use of the Company’s electronic resources and communication systems or with respect to information stored or transmitted on company systems. To the extent permitted by law, the Company has the ability, and reserves the right, to monitor and inspect all computer resources and electronic and telephonic communications and these communications may also be subject to disclosure to law enforcement or government officials.

Your attention is directed to the Company’s IT appropriate use policy for a more detailed explanation of the company’s policies in this area.

Preventing Fraud and Theft

Company policy prohibits fraudulent activity and establishes procedures and controls to be followed to ensure that incidents of fraud and theft relating to the Company, its property and interests are avoided or should they occur, promptly investigated, reported and, where appropriate, prosecuted. Employees and independent representatives who suspect that any fraudulent activity may have occurred must immediately report such concern to the legal department. The legal department must be contacted before any action is taken with respect to the individual accused of perpetrating the alleged business impropriety.

Protecting Intellectual Property and Confidential Information; Privacy

Intellectual Property

The Company’s intellectual property, including such things as trade secrets, trademarks, copyrights, patents, service marks and other proprietary information, is one of its most valuable assets and must be held and used in compliance with Company-issued restrictions. Non-Company commercial or personal use thereof is prohibited. Protection and preservation of the Company’s intellectual property is important to optimize its value and, as applicable, to maintain its secrecy. For example, unauthorized disclosures of innovations or ideas concerning products or manufacturing processes that may be eligible for patent, copyrights, trademark or other trade secret protection may jeopardize these valuable protections.

To the fullest extent permitted by applicable law, intellectual property created on the Company’s time and/or using the Company’s resources belongs to the Company and all rights to such developments and materials belong exclusively to the company.

Similarly, the Company may use certain intellectual property or confidential information of third parties that has been provided to the Company with the knowledge and consent of those third parties.  The Company has a responsibility to maintain the confidentiality of others’ business information, and such use should only be in accordance with the rights granted to the Company, and never for one’s personal or other non-Company commercial use.

Confidential Information

The Company’s confidential information includes information that is not generally known to the public and which, if disclosed without restriction, may benefit a competitor or be harmful to the Company, its customers, suppliers or other business partners. Examples of our confidential information include non-public information such as the company’s strategic business, marketing and product plans; information regarding potential acquisitions, dispositions, joint ventures or restructuring activity; financial data; certain pricing, profitability and cost data; and its software code, research, development, inventions and new product design information. Unauthorized disclosure of confidential information may cause competitive harm to the Company or its customers, suppliers or other business partners and may result in legal liability to you and the Company.

Employees and independent representatives should safeguard and maintain the confidentiality of confidential information entrusted to them by the Company or its business partners. Except as specifically authorized by the Company, employees and independent representatives should not disclose or use, either during or after their employment or engagement by the Company, any confidential information they receive or develop during the course of employment or other relationship with the Company.

Care should be taken to not discuss confidential matters in the presence or within hearing range of unauthorized persons, such as in elevators (even on Company property), restaurants, airplanes or other publicly accessible areas. Confidential information may be disclosed within the Company only on a need-to-know basis (and subject to other restrictions as may apply to the specific information). No one should attempt to obtain confidential information that does not relate to their job duties. Where it is appropriate for business reasons to disclose confidential information to third parties, the legal department should be consulted in advance for preparation of an appropriate agreement that includes the necessary safeguards.

Please also refer to the section of this Code concerning restrictions against the use of material, non-public information in connection with securities transactions.

Privacy

The Company protects individual consumer, medical, financial and other sensitive personal information that we collect from or maintain about personnel or individual consumers or customers by complying with applicable privacy and data protection laws, regulations and treaties. In order to protect such types of personal information:

  • Do not acquire, use, or disclose individual personnel, consumer or customer information in ways that are inconsistent with the company’s privacy policies, applicable laws or applicable contractual requirements.
  • Consult with the legal department before establishing or updating any system, process, or procedure to collect, use, disclose, or transmit individual personnel, consumer or customer information, medical or financial records, or other sensitive personal information.

Fair Dealing and Competition and Complying with Antitrust Laws

Dealing fairly is an important part of fostering a culture of integrity and accountability and making our Company one that our fellow employees, independent representatives, customers, suppliers and other stakeholders trust.

Customers

Our business success depends upon our ability to foster lasting customer relationships. The following guidelines should be kept in mind when dealing with customers:

  • Information we supply to customers should be accurate and complete to the best of our knowledge. Employees and independent representatives should not deliberately misrepresent information, including regarding the products, services, resources and capabilities of the company, to customers.
  • Employees and independent representatives should not refuse to sell, service or maintain products the Company has produced simply because a customer is buying products from another supplier.

Suppliers

Our relationships with suppliers are based on price, quality, service and reputation, among other commercial factors. Employees and independent representatives dealing with suppliers should carefully guard their objectivity to not accept or solicit any personal benefit from a supplier that might compromise, or reasonably appear to compromise, their objective assessment of the supplier’s products and prices.

Competitors and Competitive Information

You may not make intentionally false statements about a competitor or unlawfully disparage or undermine the products or services of a competitor.

Additionally, employees and independent representatives should not seek, obtain or use confidential information belonging to a competitor. If information that constitutes a trade secret or confidential information of another business is obtained by mistake, or if you have a question about the legality of any information gathering process, contact the legal department. Without limiting the generality of the foregoing, employees and independent representatives of the Company:

  • May not under any circumstance disclose confidential information or trade secrets of any third party to Jostens, Jostens personnel or any independent sales representative of Jostens, unless disclosure of such information has been specifically authorized by the third party;
  • May not under any circumstances use, refer to, or consult any confidential information or trade secrets of any third party in the performance of their duties to Jostens, unless use of such information has been specifically authorized by the third party;
  • Must return, delete, or destroy any confidential information or trade secrets of any third party in their possession or control, in compliance with all applicable contractual obligations;
  • May not utilize any electronic device or cloud storage resources that contain any confidential information or trade secrets of any third party in connection with the performance of their duties to Jostens, unless use of such information has been specifically authorized by the third party.

Employees and independent representatives also must strictly comply with valid and enforceable obligations to third parties, including non-disclosure obligations, noncompetition or nonsolicitation obligations and other contractual or legal obligations.  Employees and independent representatives also may not assist, encourage or solicit others to violate their own contractual or legal obligations, including but not limited to nondisclosure, noncompetition or nonsolicitation obligations.

Complying with Competition and Antitrust Laws

We are committed to fair competition in the marketplace. Antitrust laws are designed to protect consumers and competitors against unfair business practices and to promote and preserve competition. Employees and independent representatives should avoid actions that are contrary to laws governing competitive practices in the marketplace, including applicable foreign, federal and state antitrust laws. In general, U.S. antitrust laws forbid agreements or actions that unreasonably restrain trade. Some of the most serious antitrust offenses occur as a result of unlawful agreements between competitors. The following are examples of types of agreements with competitors that have been found to violate U.S. antitrust laws:

  • Agreements on price or discounts/rebates.
  • Agreements to limit production or restrict the supply of services.
  • Dividing or allocating markets, territories or customers.
  • Refusing to sell or purchase products from third parties.
  • Limiting output or restricting delivery.

Countries outside the U.S. may have similar or more restrictive antitrust and competition laws with which the Company may have to comply. Consult with the legal department when proposing to do business globally to ensure an understanding of the applicable requirements.

Caution should be exercised in meetings with competitors to avoid any appearance of tendering or reaching an unlawful agreement with a competitor. Attending meetings of professional organizations and trade associations is both legal and proper, if such meetings have a legitimate business purpose, but employees and independent representatives should be mindful when competitors are present. If a topic is raised that you believe may violate antitrust laws or Company policy, you should excuse yourself from the discussion and contact the legal department. Topics to avoid in communications with a competitor are: prices, costs, allocation of market share or sales territories, and profits and profit margins. Violations of antitrust laws can carry severe consequences and may expose the Company and the individuals involved to civil damages, criminal fines and, in the case of individuals, prison terms. Whenever any doubt exists as to the legality of a particular action or arrangement, contact the legal department promptly.

If an employee endorses a product produced by the company, U.S. Federal Trade Commission requirements obligate the employee to divulge their affiliation with the Company.

Protecting Individual Health and Safety and the Environment

The Company is committed to providing a safe and healthy working environment and to avoiding adverse impact and injury to its people, as well as the environment and the communities in which we do business. We all have a responsibility to understand and comply with applicable environmental, health and safety laws, regulations and Company standards and practices. Employees whose jobs involve manufacturing should be particularly alert to the storage, disposal and transportation of waste, and handling of toxic materials and emissions into the land, water or air by following company policies and standards.

Employees have a responsibility to promptly report any known or suspected violations of environmental laws or any events that may result in an illegal, unregulated discharge or emission of hazardous materials. Similarly, if you have a concern about an unsafe condition or practice or maintaining a safe work environment, please report these concerns immediately to your supervisor or the human resources department.

As part of the Company’s commitment to maintaining the safety and security of the workplace, we require employees to comply with Company policies regarding the use of drugs and alcohol and the possession, sale and use of controlled substances. Under Company policies:

  • Drinking alcohol, or being under the influence of alcohol, is not permitted during working hours, or on Company or customer property or job sites.
  • Using or being under the influence of controlled substances (including illegal drugs and legal drugs without a valid prescription) is not permitted during working hours, on Company or customer property or job sites.
  • The possession, sale, or dispensation of controlled substances, or other improper use of other drugs, is not permitted during working hours, on Company or customer property or job sites.
  • To maintain a drug and alcohol-free workplace, testing of employees for such substances may occur as permitted by applicable law and Company policy.

The Company will not tolerate violence or threats of violence in, or related to, the workplace. Employees and independent representatives who experience, witness or otherwise become aware of a violent or potentially violent situation that occurs on the Company’s property or places any colleague at risk must immediately report the situation to their supervisor or the human resources department.

Unless required otherwise by law, the company does not permit any individual to have a weapon of any kind whether while on the Company property or off-site while on Company business. The only exception to this policy applies to security personnel who are specifically authorized by Company management to carry weapons.

Employment Practices and Discrimination

The Company values a diverse workforce and does not tolerate discrimination, harassment or retaliation in any form. It expects its employees and independent representatives to treat others with respect and dignity. We are committed to providing equal opportunity and fair treatment to all individuals on the basis of merit, without discrimination based on race, color, religion, national origin, sex (including pregnancy), sexual orientation, age, disability, veteran status or other characteristic protected by law.

The Company will not tolerate harassment, whether physical or verbal harassment or intimidation. Prohibited harassment includes sexual harassment, as well as harassment based on race, national origin, color, religion, sexual orientation or other characteristic protected by law. The Company also prohibits bullying and harassment of others, even if not based on a protected characteristic.

Company employees are expected to comply with all applicable labor and employment laws and practices, including those concerning discrimination, harassment, hiring, retaliation, reasonable accommodations, freedom of association, privacy and collective bargaining, as well as company policies, that are relevant to their jobs.

If you have any complaints about behavior which you believe is discriminatory, retaliatory or harassing, please report such conduct to the human resources department immediately. All complaints will be treated with sensitivity and discretion. The Company will protect the confidentiality of complaints to the extent possible, consistent with law and the Company’s need to investigate your concern.

Any member of management who has reason to believe that an employee has been the victim of harassment, retaliation or discrimination or who receives a report of alleged harassment, retaliation or discrimination is required to report it to the human resources department immediately.

Employees are directed to the Company’s employee handbook for a more detailed explanation of the Company’s policies in this area. You should contact the human resources or legal department if you have any questions.

Interacting with the Government

The Company is committed to conducting its business with all governments and their representatives in compliance with all applicable laws and regulations, including the special requirements that apply to government contracts and government transactions. In your interactions with the government, the same ethical standards should apply. You should keep in mind to always:

  • Be forthright and candid at all times and not intentionally misstate or omit any material information from any written or oral communication.
  • Exercise care in maintaining accurate records for and allocating costs to government contracts.
  • Not offer or exchange any gifts, gratuities or favors with, or pay for meals, entertainment, travel or other similar expenses for government employees.

Understand and comply with any special laws, rules and regulations that apply to your job position. You should be in consultation with the legal department prior to and in connection with your communications with any governmental department or agency. It is the Company’s policy to cooperate with all reasonable requests concerning company operations from United States and foreign government agencies, such as the Federal Trade Commission, EEOC, Department of Labor and the Department of Justice. In dealing with any such requests:

  • Employees must immediately forward any such requests (whether in writing or made verbally), including requests for documents, interviews or access by government officials to company facilities, to the legal department before any responsive action is taken.
  • Employees are not typically permitted to contact any regulatory entity or any governmental authority on behalf of the company without prior approval of the legal department.

For those employees outside of the legal department who deal with regulatory entities and governmental authorities on a routine basis as part of their job function, referral to the legal department is appropriate where an inquiry or contact is out of the ordinary course of business or involves a potential legal or disciplinary action of any kind.

All inquiries or documents received from any attorney or legal representative not affiliated with the Company should be immediately forwarded to the legal department.

Conducting Business Internationally; Foreign Corrupt Practices Act

The Company acknowledges and respects the diverse cultures, customs and business practices it encounters in the international marketplace and is committed to observing the laws of foreign jurisdictions in which it does business and to applying ethical standards in all of our business transactions, including those in foreign countries. We will comply with both the applicable U.S. laws and regulations that govern our operations and applicable local laws where we do business.

Foreign Corrupt Practices Act; Prohibition of Corrupt Practices

The Company requires compliance with the anti-bribery and anti-corruption laws of the countries in which it does business, including but not limited to the United States Foreign Corrupt Practices Act (the “FCPA”). The FCPA prohibits the Company and its employees and agents from offering or giving money, entertainment or transferring other value (which could include things like personal property or gifts), directly or indirectly, to win or retain business or to influence any act or decision of any foreign officials. This is not limited to your business with the government but may include a payment or transfer of value to a foreign official that may be made for the purpose of obtaining or retaining business with a non-government company. Foreign officials are persons acting in an official capacity for a foreign government, including employees of state-owned businesses (such as schools), persons acting on behalf of a public international organization (such as the U.N., the W.H.O. or the W.T.O.), representatives or candidates for foreign political office and the relatives or household members of the foregoing. It may not always be apparent that you are dealing with a government official or a business that may be government owned, and, accordingly, you should consult with the legal department with respect to any anticipated payment or giving of value. The anti-corruption prohibitions also extend to payments to sales representative or agents if there is reason to believe that the payment or transfer of value will be used indirectly for a prohibited payment to a foreign official. In order to ensure the legality of such a payment under local law, an employee must consult with the legal department in advance of beginning or conducting business in a foreign country or authorizing or making any such payment or transfer of value. This is an area of increasing scrutiny and regulation and penalties for violations can include severe personal penalties, fines and jail time, as well as financial and reputational harm to the Company. For additional information, please review the Company’s “Anticorruption, International Trade and Anti-Money Laundering Policies” or ask a member of the legal department.

Other Laws Governing our International Business

Our business is subject to various U.S. and international trade control regulations, including licensing, shipping documentation, export and import documentation and reporting and record retention requirements. Certain requirements also apply to samples, products, documents or data that are going to be hand carried during foreign travel. Employees with significant responsibilities in our international businesses units have an additional responsibility to understand and comply with such applicable laws.

The Company is also subject to U.S. anti-boycott laws and regulations, which prevent U.S. companies and their subsidiaries from taking action in support of a boycott imposed by a foreign country upon a nation that is friendly to the United States or to do business with certain sanctioned countries. These laws prohibit a variety of activities connected with boycotts or that might support such a boycott. Boycott laws often change and must be closely monitored. Please consult with the legal department related to any language you may find in a purchase order or contract concerning boycotts.