ANIXTER GLOBAL ANTI-BRIBERY POLICY Policy Statement It is Anixter s policy to conduct all of our business in an honest and ethical manner everywhere we do business. We take a ZERO tolerance approach to bribery and other forms of corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate. This policy applies to Anixter International Inc., and all of its worldwide subsidiaries, affiliates, directors, employees and any third parties or intermediaries who perform services for or act on Anixter s behalf ( Business Partners ). No Anixter director, officer, employee or Business Partner may promise, offer, give, authorize, request, agree to receive or receive, directly or indirectly, a bribe to or from anyone. Furthermore, every officer, employee and Business Partner is obligated to keep books, records and accounts that accurately and fairly reflect all transactions conducted for or on behalf of Anixter. Anixter upholds all laws countering bribery in the countries where we operate. This includes laws with international application, such as the US Foreign Corrupt Practices Act which applies to our operations worldwide, and the UK Bribery Act which applies to companies with a British connection wherever they do business and British employees wherever they are located. Individuals involved in bribery can be punished with and be personally responsible for fines and imprisonment. Companies can be subject to fines, exclusion from tendering for public contracts and damage to their reputation. Careers can be ruined and businesses can suffer long-term harm. The prevention, detection and reporting of bribery are the responsibility of everyone at Anixter wherever they are located. You must ensure that you read, understand and comply with this policy. What is bribery? Bribery is promising, offering, giving, authorizing, requesting, agreeing to receive or receiving anything of value, directly or indirectly, to or from anyone, including any Public Official (as defined below) or an employee of a commercial enterprise, to improperly influence the behavior of such person in order to obtain or retain business or secure an improper advantage. An improper advantage may include, but is not limited to, a number of types of benefits and advantages that may be received due to the payment of a bribe, such as obtaining a contract, getting taxes reduced, laws changed, imports cleared, telephone/electricity connected, or permits obtained to conduct business. A bribe can consist of anything of value and there is no monetary threshold. A bribe does not have to succeed, the intention is what matters. There is a list of warning signs ( Red Flags ) that may increase the likelihood of bribery at the end of this policy. You should exercise special caution if you spot any of these Red Flags. 1
What is anything of value? Anything of value covers just about any form of benefit, which includes, but is not limited to: - money - gifts - hospitality - meals and entertainment (e.g., golf outing, sporting event, etc.) - promotional expenditure - expenses - services or personal favors - loans - employment offers or promises of future employment - political or charitable contributions What is a Public Official? Public Official is a broad term which includes: (a) an employee, officer, or consultant to: - a government at national, state, regional, provincial or local level; - a government agency, public authority or other public body; - a state-owned or state-controlled enterprise; - groups with special status such as Native American tribes or nations in the US; or - an international public organization, for example the United Nations or the European Union, and their agencies and other related bodies; or (b) a politician at any level of government, whether they hold political office or not, political candidates, political parties and anyone working for them; or (c) members of royal or other ruling families. 2
Gifts and Hospitality You may not promise, offer, give, authorize, request, agree to receive or receive any gifts or hospitality from Public Officials anywhere in the world. You may, however, offer, give or receive gifts or hospitality to or from a person who is not a Public Official if the following requirements are met: (a) it is not intended to influence the recipient to obtain or retain business or a business advantage, and will not create the appearance of the foregoing; (b) It is not intended to reward the recipient for providing assistance in obtaining or retaining business or a business advantage; (c) it is not in the form of cash or cash equivalents; (d) it is not requested by the recipient or by a third-party on behalf of the recipient; (e) it complies with applicable local law; (f) it complies with the rules and policies on gifts and hospitality of the recipient s organization; (g) it complies with Anixter s Global Travel, Entertainment and Expense Policy and all other Anixter policies, including any approvals they require; and (h) it is accurately recorded in the books and records of Anixter. Gifts or hospitality to or from a relative, friend, acquaintance, charity, political party or other organization designated by a person with whom you have a business relationship are considered gifts or hospitality given or received directly to or by the person with whom that business relationship exists. The practice of giving business gifts and hospitality varies between countries and regions and what may be normal and acceptable in one country or region may not be in another. While cultural sensitivities and local customs are important, they may not be used as an excuse to avoid the requirements of this policy. The test to be applied is whether in all the circumstances the gift or hospitality is reasonable, justifiable and appropriate under the circumstances, so that it does not create an appearance of impropriety, and could not reasonably be viewed by the recipient or others as a bribe. The intention behind the gift should always be considered. Consider whether you would be happy to defend giving or receiving the gift to your peers, competitors, senior management, the media, law enforcement or a judge. Facilitation Payments Facilitation payments of any kind are prohibited. These are typically small, unofficial payments made to secure or expedite a routine government action by a government official. They are not permitted even in countries where they are common. An exception applies if a demand for a payment is accompanied by immediate threat of physical harm. In this case you should put your safety first and make the payment, then report it as soon as you can to your manager or Regional or Chief Compliance Officer (and, in any 3
case, within 48 hours). If you have any suspicions, concerns or queries regarding a payment, you must raise these with your manager or Regional or Chief Compliance Officer. Donations Anixter does not make contributions to political parties. Anixter generally allows charitable donations that are legal and ethical under local laws and practices and in compliance with Anixter s Global Travel, Entertainment and Expense Policy. However, any charitable donations made to an organization associated with a Public Official (as an example, for which the Public Official serves as a trustee, director or officer) are to be avoided as such donations may be considered a payment or benefit to the Public Official and may therefore violate anti-bribery laws. Business Partners Anixter could be liable for the conduct of our Business Partners. As such, care must be taken to ensure that we use Business Partners who do not attempt to engage in bribery and to avoid situations involving Business Partners that may lead to a violation of this policy or applicable laws. It is imperative that you know with whom you are doing business, and why, when and to whom you are releasing funds. The term Business Partner includes, but is not limited to: - Anixter-appointed distributors or resellers, - consultants, - professional advisors, - joint venture partners, - project partners, - custom brokers, freight forwarders or sales agents, and - other agents or representatives. The following guidelines apply to Business Partners: - Business Partners are to be selected solely on the basis of merit; - Payments to Business Partners must be in amounts that are customary and reasonable in relation to the services provided; - Payments to Business Partners must be properly reflected in Anixter s books and records; - Payments to Business Partners may not be made in cash; 4
- Payments to Business Partners may only be made to bank accounts that are in the Business Partner s name and in the country where the Business Partner resides or where the services are rendered; - Business Partners are required to act consistently with Anixter s Business Partner Anti-Corruption Policy; and - Anixter employees responsible for engaging new Business Partners who will interact with Public Officials on Anixter s behalf must contact the Legal Department or a Compliance Officer before such engagement so that the appropriate level of due diligence on the Business Partner can be determined by the Legal Department or Compliance Officer. New Business Partners located in or doing business in high risk countries must acknowledge their compliance with Anixter s Business Partner Anti-Corruption Policy and undergo a due diligence screening process performed by Anixter s Shared Services group in Glenview prior to being paid by Anixter. Anixter s due diligence screening process, including a definition of high risk countries, is described at the end of this policy. Mergers and Acquisitions Specific anti-corruption issues can arise in mergers and acquisitions with the potential for the acquirer becoming liable for past or continuing corrupt acts of the target. When acquiring a target company, Anixter performs a thorough due diligence review of the target company. For more information on the merger and acquisition process, contact the Legal Department. Record Keeping Anixter is required to keep books and records that accurately reflect the company s transactions and disposition of company assets. All accounts, invoices, memoranda and other documents and records must be prepared and maintained with strict accuracy and completeness. No undisclosed or unrecorded company funds, such as "off-the-book" accounts, will be established for any purpose. All expense claims relating to hospitality, gifts or expenses must be submitted in accordance with the Global Travel, Entertainment and Expenses Policy and specifically record the reason for the expenditure. Training Anixter provides training on this policy. An AL-i training course is available on this policy. At a minimum, all employees who have control over the company's funds or have responsibility for recording transactions that impact the Company's books and records are required to participate in the training and certify that they have completed it. Additional guidance is also available on the Ethics and Compliance home page on Anixter s intranet sites. You may also contact the Legal Department with any questions you may have on this policy. 5
Your Responsibilities You must ensure that you read, understand and comply with this policy, complete any assigned training, seek clarification of anything you do not understand, and avoid any activity that might lead to or suggest a breach of this policy. You are also required to report any potential and/or actual violations of this policy (see next section on Raising Concerns ). If you are a manager, you are responsible for ensuring that those reporting to you understand and comply with this policy. In addition to potential criminal penalties and fines, including imprisonment, anyone at Anixter who breaches this policy can face disciplinary action which could result in dismissal. Raising Concerns Anixter does not tolerate violations of this policy by its employees or Business Partners. It is not appropriate to look the other way if you suspect an employee or Business Partner has violated this policy. You are required to contact your manager, Regional or Chief Compliance Officer or the EthicsPoint confidential helpline as soon as possible if you believe or suspect that a violation of this policy has occurred or may occur. The EthicsPoint hotline is run by an independent third party and allows for anonymous reporting and questions. You must raise concerns about any issue or suspicion of misconduct at the earliest possible stage. If you are unsure whether a particular act constitutes bribery, or if you have any other queries, contact your manager, Regional or Chief Compliance Officer or the EthicsPoint confidential helpline. Anixter encourages openness and will not retaliate against anyone who raises genuine concerns under this policy in good faith, even if the concerns turn out to be mistaken. If you believe that you have suffered any detrimental treatment connected with raising a concern, whether disciplinary action, threats or other unfavorable treatment, you should inform your manager, Regional or Chief Compliance Officer or the EthicsPoint confidential helpline. Monitoring and Auditing The Chief Compliance Officer has primary and day-to-day responsibility for implementing this policy, including monitoring its use and effectiveness, and regularly considering its suitability and adequacy. Anixter will periodically audit this policy to assess awareness of, compliance with, and the overall effectiveness of this policy in countering bribery and corruption. Employees are invited to comment on this policy and suggest ways in which it might be improved. Comments and suggestions should be addressed to your Regional or Chief Compliance Officer. 6
Red Flags This is a non-exclusive list of red flags or warning signs of possible bribery or other corruption. Individually, these warning signs do not prove the existence of illicit or improper activity, but they may suggest the need for further inquiry, consultation with the Legal Department or greater vigilance in managing, reviewing and monitoring third parties. Immediately contact your manager, the Legal Department, a Compliance Officer or the EthicsPoint helpline if you have any questions or concerns. Red Flags Relating to Government-Owned Entities or Public Officials Agents, consultants, distributors, brokers or other third parties (or their owners, directors, officers, employees or family members) who are: - Current or former Public Officials; - Somehow connected with Public Officials, or known to have a special or unusually close relationship with a Public Official; - Owned by the government; or - Recommended or referred by Public Officials. Red Flags Relating to the Location, Structure and Experience of Third Parties Agents, consultants, distributors, brokers or other third parties (or their owners, directors, officers, employees or family members) who: - Are doing business in countries where corruption is a common problem; - Have been accused of bribery or corruption or improper business practices; - Are family members of a current Anixter director, employee, agent or contractor; - Lack the experience or resources needed for the engagement; - Refuse or are reluctant to provide bank information or legitimate and current references; - Refuse or are reluctant to provide answers to Anixter s questions or inquiries; - Refuse or are reluctant to agree to Anixter s Business Partner Anti-Corruption Policy; - Have poorly documented work records or expenses; 7
- Have no ethics code; or - Do not carry out due diligence on its agents or representatives. Red Flags Relating to Payment Methods and Payment Requests by Third Parties Requests by agents, consultants, distributors, brokers or other third parties (or their owners, directors, officers, employees or family members) for: - Payments to be paid in cash; - Upfront payments before an agreement is signed; - Payments to be made into a bank account located in a different country from where the third party is located or does business or into a bank account that does not belong to the third party; - Payments to be made outside of the usual process or accounting structure or without an invoice or receipt; - Special payments to help or oil the wheels of the transaction; - Fees or commissions late in the course of negotiations or to secure final approval ; - Payments to an unknown party not in any way involved in the business transaction; - Unusual payment patterns, such a repetitive payments of the same amount or round amounts; - Payments without a written agreement; - Fees or commissions which appear large in relation to the services provided; - Unusually lavish hospitality or gifts; or - Donations to charities. 8
Due Diligence Process Business Partner Due Diligence Process Performed by Shared Services The due diligence process outlined below applies to new Business Partners who want to do business with Anixter or have contracts that are being renewed. Anixter recognizes that it has a significant number of existing Business Partners and will conduct diligence on existing Business Partners as determined by Anixter s Chief Compliance Officer. 1. New Business Partners in High-Risk Countries. Prior to being paid by Anixter, all new Business Partners (or Business Partners whose contracts are being renewed) who are located in or doing business in high-risk countries (described below) must (a) acknowledge their compliance with Anixter s Business Partner Anti-Corruption Policy, and (b) undergo a due diligence screening process. The screening process includes a questionnaire that must be completed by the Business Partner and a background check performed by Anixter s Global Shared Services Group using a third-party screening tool. Anixter will not pay the Business Partner without the approval of a Compliance Officer if (a) the Business Partner refuses to acknowledge their compliance with Anixter s Business Partner Anti- Corruption Policy or complete the questionnaire, or (b) the initial screen raises concerns or Red Flags that cannot be resolved to the satisfaction of a Compliance Officer. A Compliance Officer may request additional screening or recommend that Anixter discontinue doing business with the Business Partner. 2. New Business Partners Interacting with Public Officials. Anixter employees responsible for engaging new Business Partners who will interact with Public Officials on Anixter s behalf must contact the Legal Department or a Compliance Officer before engaging such Business Partner so that the appropriate level of due diligence on the Business Partner can be determined by the Legal Department or Compliance Officer. Definition of High Risk Countries Anixter will not conduct business with companies located or doing business in certain countries due to applicable U.S. laws relating to embargoed countries. For a list of these countries, see the Global Coordination page on Intraquest. Additionally, Anixter will not conduct business with companies located or doing business in certain high risk countries where corruption is a common problem unless Anixter first conducts due diligence on the Business Partner. High risk countries are determined by the Chief Compliance Officer and are listed on the Ethics and Compliance homepage on Anixter s intranet sites. 9
Compliance Officers Global including U.S. & Canada Justin Choi Chief Compliance Officer Phone: U.S. Access Code + 847.687.6031 Email: justin.choi@anixter.com EMEA James Ellis-Rees Phone: 44(0)1895.818308 Email: james.ellis-rees@anixter.com CALA Alex Lima Phone: U.S. Access Code + 786.314.7638 Email: alex.lima@anixter.com Asia Pacific Rod Northridge Phone: 612.9333.0800 Email: rod.northridge@anixter.com Email: ethics@anixter.com Means of Confidential Reporting Phone: see numbers listed in Reporting Possible Violations on Ethics & Compliance pages on Intraquest Online: www.anixter.ethicspoint.com Related policies available on Intranet Global Business and Ethics Policy Global Travel, Entertainment & Expense Policy Global Government Contracts Policy Business Partner Anti-Corruption Policy 10