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Vendor Code of Conduct

This Vendor Code of Conduct (“code”) sets out specific expectations of vendors doing business with Shamrock Trading Corporation and its subsidiaries (“Shamrock”, “we”, “us”, or “our”).

We recognize that, in applying this code, vendors must also be mindful of their obligations under applicable laws, rules and regulations and their respective contractual arrangements with us and others. If local laws, rules or regulations applicable to a vendor or a vendor’s pre-existing contractual arrangements conflict with the expectations we have set forth in this code, vendors are expected to work in good faith with us to reach a mutually agreeable resolution that ensures compliance with the local law(s) or regulation(s) and, to the extent possible, the letter and spirit of this code. In the event of conflict between the terms of a vendor’s contract with Shamrock and the provisions of this code, the contract terms will prevail. This code does not constitute an employment contract or create an employment relationship between vendor’s employees and Shamrock.

We expect all vendors, suppliers, consultants, agents, contractors and temporary workers (each a “vendor” or collectively “vendors”) to adhere to the standards set forth in this code. To the extent that vendors subcontract any portion of their obligations, the standards set forth in this code also apply to subcontractors.

The code is intended to assist our vendors in understanding and complying with their contractual obligation to control and reduce negative and/or adverse business and social practices and promote best practices. The code sets out our minimum expectations for vendor conduct and is not intended to limit or discourage anyone from reaching still higher standards. We are committed to recognizing continuous improvement of performance and to promoting best practices within our vendor value chain.

Shamrock’s Vendor Code of Conduct is as follows:

Governance and Ethical Business Practices
Shamrock is committed to conducting our business in accordance with the highest ethical standards and in compliance with all applicable laws, rules and regulations. We expect our vendors to share our principles and uphold our standards, and for each to develop policies and programs as appropriate to ensure that all of vendor’s workers understand and adhere to these standards.

Maintain Policies and Procedures to Ensure Business is Conducted Lawfully and With Integrity
We expect our vendors to develop programs and adopt and maintain policies and procedures so that conduct risk is monitored and governed. In particular, we expect our vendors to ensure policies and procedures effectively address the following topics.

Conflicts of Interest
We expect our vendors to disclose any potential conflicts of interest prior to initiating a business relationship with us, or as soon as a vendor becomes aware of a conflict after initiating its relationship; and we expect fair, non- collusive competition among our potential vendors.

Anti-Bribery and Anti-Corruption
Shamrock does not tolerate corruption or bribery in any form, and we expect our vendors to fully comply with requirements of all applicable anti-corruption laws. Vendors must not directly or indirectly give, offer, or accept anything of value to obtain or retain business or favored treatment, to influence actions, or to obtain an improper advantage for Shamrock, itself, or any third party. This includes a prohibition of any benefit, fee, commission, dividend, gift, cash, gratuity, services, consideration or other inducement of any kind to any representatives, officers, agents or employees of Shamrock. Furthermore, our vendors must ensure the same of any of their affiliates, retained agents, subcontractors, intermediaries or workers. This prohibition extends not only to public officials, candidates for office, and workers of state-owned enterprises, but also to workers or officers of counterparties, clients/customers, suppliers, any agent of the aforementioned parties, or any other person with whom Shamrock does or anticipates doing business.

Anti-Tax Evasion and Anti-Facilitation of Tax Evasion
Shamrock will not tolerate unlawful tax evasion or the facilitation of unlawful tax evasion. Vendors must not directly or indirectly engage in, or facilitate the engagement by others in, the deliberate and fraudulent diversion of funds from a tax authority. We also expect vendors to ensure the same of their agents, subcontractors, intermediaries and workers by adopting, maintaining and implementing reasonable processes that prevent such conduct.

Anti-Money Laundering and Illicit Activities
Vendors must not engage in illicit activities, including doing business with those engaged in illicit activities, including, without limitation, money laundering, terrorism financing, human trafficking, slavery or the proliferation of weapons of mass destruction. In addition, vendors should adopt reasonable processes and procedures to ensure vendor’s services are not used to accommodate or disguise the illicit activities of third parties.

Provide Workers Access to Confidential Grievance Mechanisms and Prohibit Retaliation
We expect our vendors to provide their workers with open access to transparent and confidential processes to raise workplace concerns, resulting in swift and fair investigation, with a clear resolution and protection from retaliation.

Labor and Human Rights
Shamrock is committed to protecting human rights. We are also committed to preventing modern slavery and human trafficking in all aspects of our business and our supply chain. We expect our vendors to have policies and practices protecting human rights that apply to all of vendors’ workers, suppliers, and their respective supply chains.

Develop Policies and Procedures to Respect Human Rights
We expect our vendors to develop policies and procedures that apply to all vendor operations and their extended supply chains, consistent with the International Labor Organization’s Fundamental Conventions, the United Nations Universal Declaration of Human Rights, and the United Nations Guiding Principles on Business and Human Rights, to ensure adherence with the following standards.

Fair Wages and Benefits
We expect our vendors to provide fair and competitive wages and benefits, that – at a minimum – meet or exceed the requirements of applicable law or, where statutory provisions (or their equivalent) do not exist, provide for an adequate standard of living for all employees. We encourage our vendors to adopt policies and business practices that are consistent with our commitment to pay an economically viable wage and provide appropriate benefits.

Working Hours
Workers should not be required to work in excess of the relevant legal limits on working hours, overtime hours and number of working days per week. Workers should be allowed to take reasonable rest breaks and lunch breaks. Any overtime should be voluntary and compensated appropriately.
Workers shall be granted and correctly compensated for any types of paid leave or time off to which they are legally entitled under applicable law, which may include, for example, holidays, maternity/parental leave, family care leave and sick leave.

Freely Chosen Employment
Our vendors are prohibited from engaging in any practice that could reasonably be considered as employing or encouraging any form of modern slavery, including forced labor and human trafficking. This includes practices such as withholding wages or security payments, confiscating identity documents, the payment of recruitment fees by workers and/or restricting movement of workers. All workers must be provided with any employment documents in a language that they easily understand, and that have been entered into voluntarily prior to commencing work. No involuntary work of any type is permitted, including: forced or compulsory labor, trafficked labor, indentured labor, bonded labor, involuntary prison labor, or forced overtime.

Additionally, vendors are encouraged to implement due diligence measures to ensure that no human trafficking exists within their extended supply chains.

No Child Labor
Our vendors must take all necessary steps to ensure that there is no child labor within their organizations or supply chains. A “child” is any person under the age of 15 (or 14 where the law of the country permits), or under the local legal minimum age for work or mandatory schooling, whichever is higher. When employing workers over the age of 15 (or 14 where the law of the country permits) and under the age of 18, vendors must ensure that such employment is in accordance with the relevant law and must provide adequate protection against any conditions that may be hazardous to the health and safety of young workers.

No Discrimination or Harassment
We expect our vendors to offer equal employment to all, to treat all workers with dignity and respect and to maintain a work environment that is free from intimidation, violence and abuse. Discrimination or harassment on any grounds, including but not limited to race, color, creed, religion, sex (including pregnancy, childbirth or related medical conditions), genetic information, gender, gender identity, gender expression, sexual orientation, national origin, citizenship status, age, ancestry, marital status, medical conditions, disability (including physical or mental disability), military and veteran status or any other factors prohibited by applicable law is prohibited.

Freedom of Association
Our vendors must respect the rights of their workers in relation to freedom of association. Where the right of freedom of association and collective bargaining is restricted by law, vendor will not hinder the development of alternative means for consulting with employees.

Safe Workplace Conditions
We expect our vendors to ensure that their subcontractors provide safe and healthy workplace conditions to prevent accidents, injuries or exposure to health risks. This includes robust occupational health, safety and fire safety programs as well as the provision of appropriate personal protective equipment, potable drinking water, clean toilet facilities, adequate lighting, temperature, ventilation and sanitation and, if applicable, safe and healthy worker accommodations.

Diversity and Inclusion
Our commitment to diversity and inclusion is at the core of who we are as a company. We actively encourage a diverse workforce and an inclusive work environment that mirrors the clients and communities we serve - in terms of thought, style, sexual orientation, gender identity, race, ethnicity, disability, culture and experience. We are committed to attract, retain and develop diverse talent within our workforce.

In addition to our focus on workplace diversity, we recognize the value of having and promoting diversity in our supply chain, and are committed to seek out, and do business with, diverse businesses. Examples of diverse vendors include companies owned by minorities, individuals with disabilities, veterans, women and lesbian, gay, bi-sexual or transgender individuals. We are committed to investing in diverse businesses to drive sustainable growth and create shared success in the communities we serve and we expect our vendors to have similar policies and practices.

Provide Programs to Recruit, Develop and Retain Diverse Talent
We expect our vendors to actively promote a diverse and inclusive environment through specific programs and initiatives to recruit, develop and retain diverse talent of all types.

Drive Inclusion of Diverse Suppliers in Your Supply Chain
We expect our vendors to establish policies and procedures to drive, and report on, inclusion of certified diverse-owned businesses in their supply chains.

Environmental and Material Regulations
We expect our vendors to operate their facilities in compliance with applicable environmental laws, rules and regulations, including those applicable to waste disposal and hazardous and toxic material handling.

Material Restrictions and Handling
All materials used by vendors must comply with applicable rules, laws, and regulations regarding the prohibition or restriction of specific substances to ensure safe and responsible handling, storage, movement, reuse, recycling and disposal.

Compliance Assurance
This code sets forth our expectations for current and future vendors. We expect all new and existing vendors to self-monitor their compliance with this code and make continuous improvements to their business as noted herein while conducting business with or on behalf of Shamrock, and to self-report to us in a timely manner of any non-compliance. We reserve the right to monitor compliance with this code using a reasonable and risk-based approach and framework that is suitable for small and diverse-owned businesses as well as larger businesses with more mature compliance programs. This may include verification through self-assessment/questionnaires, on-site audits, and/or other means of due diligence. We recognize that small and diverse-owned businesses may be challenged to meet some of the expectations we have set forth. We are committed to working with these businesses to achieve a reasonable level of compliance given their unique circumstances. If requested, vendors are expected to provide written information, including copies of policies and procedures, and extracts of data regarding the topics included in this code. Any vendor that does not comply fully with this code is expected to remediate any lapses to Shamrock’s satisfaction in a timely manner and at no additional cost to Shamrock or its customers. Failure to agree upon a remediation plan, or failure to implement it, could adversely affect ability to be awarded additional work and/or result in termination.

Shamrock is committed to continuously reviewing and updating this code. Therefore, this code is subject to modification from time to time.

The failure or omission by Shamrock to insist upon strict performance and compliance with any of the provisions of this code at any time shall in no way constitute a waiver of its rights.