Supplier Code of Conduct
At Vontier Corporation (“Vontier”), we are committed to a standard of excellence in every aspect of our business, which includes conducting all of our operations with integrity, respecting the rights of all individuals, and respecting the environment. We expect the suppliers (as well as permitted subcontractors) who do business with Vontier and its subsidiaries to share these same commitments. Vontier and its subsidiaries strongly encourage each Supplier to meet the following standards in all activities that relate directly or indirectly to Vontier Corporation or any of its subsidiaries. We will evaluate a Supplier’s compliance with these standards in determining whether to grant or continue preferred status for such Supplier. Suppliers that do not conform to these standards may be disqualified from preferred status and/or have their business relationship with Vontier or the applicable Vontier subsidiary terminated.
In addition to any restrictions on the use of subcontractors that are otherwise agreed to between Supplier and Vontier or the applicable subsidiary, Supplier will not use any subcontractor in connection with any Vontier or subsidiary business unless the subcontractor has received a copy of this Code.
Supplier will comply with all laws and regulations applicable to its business, as well as the standards of its industry, including those pertaining to the manufacture, pricing, sale, distribution, labeling, transport, import, and export of goods and services. Without limiting this requirement, Supplier will not: (A) violate, misappropriate or infringe upon the intellectual property rights of any person or entity, including Vontier and its subsidiaries; or (B) engage in any activities which would violate any applicable laws and regulations relating to (1) bribery, corruption or illegal payments, (2) unfair competition or unfair and deceptive trade practices, (3) the environment, (4) health and safety, (5) international trade, including exports and imports, (6) data privacy and security, (7) money laundering, (8) labor and employment, (9) contracting with governmental entities, or (10) healthcare and medical devices.
INTEGRITY AND COMPLIANCE
Supplier must be committed to the highest standards of integrity in conducting its business. Specifically:
- Corruption, Extortion or Embezzlement; Improper Advantage. Supplier will not engage in corruption, extortion or embezzlement in any form, offer or accept bribes or employ any other means to obtain an undue or improper advantage. Supplier must comply with all applicable anti-corruption laws and regulations of the countries in which it operates, the U.S. Foreign Corrupt Practices Act, the UK Anti-Bribery Act, the OECD Anti-Bribery Convention and all international anti-corruption conventions. Additionally, Supplier must not bribe or provide kickbacks or any other improper 2 payments or improper gifts to any officer, director, employee, representative or agent of Vontier or any of its subsidiaries. Supplier must immediately report to Vontier any circumstance where an officer, director, employee, representative or agent of Vontier or any of its subsidiaries has made any such improper request or demand of the Supplier.
- Accounting Records. Supplier’s accounting records must (1) be kept and presented according to the laws of each applicable jurisdiction, (2) in reasonable detail, accurately
- and fairly reflect transactions, assets, liabilities, revenues and expenses, and (3) not contain any false or misleading entries.
- Conflicts of Interest. Supplier must immediately report to Vontier or the applicable Vontier subsidiary any "conflict of interest" of which it becomes aware. A “conflict of interest” is any circumstance, transaction or relationship directly or indirectly involving the Supplier in which the private interest of any employee of Vontier or any of its subsidiaries improperly interferes, or even appears to improperly interfere, with the interests of Vontier and/or its subsidiaries.
- Reporting Violations, Non-Retaliation. Supplier is expected to have a policy prohibiting unlawful and inappropriate conduct that provides employees, and other representatives of Supplier, a way to raise concerns and a process for investigating and resolving incidents. Supplier must not tolerate retaliation against any employee who makes a good faith report of abuse, intimidation, discrimination, harassment or any violation of law or of this Code, or who assists in the investigation of any report.
LABOR AND EMPLOYMENT
Supplier must comply with all applicable labor and employment laws and regulations. Specifically:
- Compensation. Supplier must comply with all applicable wage and hour laws and regulations, including those relating to minimum wage, overtime, and other elements of compensation, and must provide all legally mandated benefits.
- Hours of Work. Supplier must maintain work hours in compliance with all applicable laws and regulations. Supplier will not require employees to work more than any limits on regular and overtime hours allowed under applicable law.
- Forced Labor / Prison Labor. Supplier will not use forced or involuntary labor, including prison, bonded, or indentured labor, or engage in any form of human trafficking.
- Child Labor. Supplier will not use child labor. “Child” means any person who is either (1) younger than 16, or (2) younger than the minimum age required for employment under applicable law. Supplier will comply with all applicable laws and regulations regarding the employment of minors.
- Fair Treatment. Consistent with applicable employment and labor laws, Supplier will treat each employee with dignity and respect, and will not threaten workers with or subject them to harsh or inhumane treatment, including sexual harassment, sexual abuse, corporal punishment, mental or physical coercion or verbal abuse.
- Discrimination. Supplier will not unlawfully discriminate against any worker in its hiring and employment practices on the basis of race, sexual orientation, gender identity, 3 color, age, gender, national origin, disability, religion or any other legally protected characteristic.
- Freedom of Association. Supplier must respect workers’ rights to associate freely as permitted by and in compliance with all applicable laws.
ENVIRONMENTAL, HEALTH AND SAFETY
Supplier must comply with all applicable environmental, health and safety laws and regulations. Specifically:
- Workplace Safety & Emergency Planning. Supplier must provide a safe and healthy workplace for employees by meeting, and endeavoring to exceed, international safety standards. Supplier must have procedures in place for handling emergencies such as fire, spills, and natural disasters.
- Environmental Protection. Supplier must seek ways to conserve natural resources and energy, reduce waste and the use of hazardous substances, and minimize adverse impacts on the environment.
MANAGEMENT SYSTEMS, MONITORING COMPLIANCE AND REPORTING
- Management System and Communication. Supplier must establish and maintain a management system reasonably designed to ensure compliance with, mitigate the risks identified in, and facilitate continuous improvement with respect to, this Code. Supplier must ensure that this Code is appropriately communicated to all of its officers, directors, employees, representatives, agents and subcontractors.
- Monitoring and Compliance. Supplier must maintain all documentation necessary to demonstrate its compliance with this Code and will provide Vontier or its applicable subsidiary access to such documentation upon the request of Vontier or its applicable subsidiary. Supplier understands that Vontier, its subsidiaries or our designated agents (including third parties) may engage in monitoring activities to assess compliance with this Code, including on-site inspection of facilities and review of books and records. Neither Vontier nor any of its subsidiaries or authorized agents assume any duty to monitor or ensure compliance with this Code, and Supplier understands that Supplier is solely responsible for full compliance with this Code by its officers, directors, employees, representatives and agents.
- Reporting. Supplier must immediately notify Vontier upon learning of any known or suspected improper behavior by Supplier or by employees of Vontier or its subsidiaries.
Revised September 2020