Global Supplier Code of Conduct

Corporate integrity, responsible product sourcing, and the safety and wellbeing of workers across the global supply chain are of paramount importance to Prinova Group LLC and each of its subsidiaries (individually and collectively, “Prinova”). These principles apply to all aspects of Prinova's business, and encompass all manufacturers, distributors, vendors, and other suppliers (each a "Supplier" and collectively "Suppliers") that supply the products that Prinova sells. 

These principles are reflected in this Supplier Code of Conduct ("Code of Conduct"), which establishes the minimum standards that must be met by any Supplier that provides goods and/or services to Prinova, regarding: 

• Supplier's treatment of workers; 
• workplace safety; 
• the impact of Supplier's activities on the environment; and 
• Supplier's ethical business practices. 

This Code of Conduct applies to all Suppliers that provide goods and/or services to Prinova. Supplier is responsible for compliance with the standards set out in this Code of Conduct ("Standards") throughout its operations and throughout its entire supply chain. 

Without limiting Supplier's obligations hereunder, Supplier shall comply with the Standards in: 

• all of its facilities where goods destined for Prinova are manufactured, distributed, packaged or otherwise handled (“Facilities”); and 
• all of its operations, including with respect to manufacturing, distribution, packaging, sales, marketing, product safety and certification, intellectual property, labor, immigration, health, worker safety, and the environment. 

Without limiting Supplier's obligations hereunder, Supplier is responsible for compliance with the Standards by all of its suppliers, vendors, agents, and subcontractors and their respective Facilities ("Partner(s)"). 

Supplier shall comply with all applicable national and local laws and regulations, including laws and regulations relating to all the Standards. Additionally, recognising that there are differences in laws, cultures and economic conditions that affect business practices around the world, Prinova requires Suppliers to fully comply with the requirements of the Ethical Trading Initiative Base Code ('ETI Base Code'), and any amendments thereto. The ETI Base Code, a copy of which is available at http://www.ethicaltrade.org/resources/eti-base-code, is founded on the conventions of the International Labour Organisation (ILO) and is an internationally recognised code of labor practice. Where this Code of Conduct requires Supplier to meet a higher standard than set out by law or regulation or the ETI Base Code, Supplier shall meet such higher standard. 

4.1 Child Labor, Forced Labor and Human Trafficking.  Supplier shall not engage in or support child labor, forced labor or human trafficking in any part of its supply chain. Without limiting Supplier's obligations hereunder, Supplier shall not, and shall ensure that its Partners do not, support or engage in, or require any: 

• compelled, involuntary, or forced labor; 
• labor performed by children under the minimum employment age limit as as set by International Labor Organization (ILO) standards or, if more stringent, applicable law or regulation; 
• bonded labor; 
• indentured labor; or 
• prison labor. 

4.2 Financial Obligations. Supplier shall not, whether or not as a condition to the right to work, require any worker (or worker's family member) to, directly or indirectly: 

• pay recruitment or other fees or other amounts (monetary or in-kind); 
• incur debt. 
• make financial guarantees; or 
• incur any other financial obligation. 

4.3 Freedom of Movement and Association. Supplier shall ensure that workers have the right to freedom of movement without delay or hindrance or the threat or imposition of any discipline, penalty, retaliation, or fine or other monetary obligation. 

Worker freedom of movement rights include each worker's right to leave the Facilities without retaliation: 

• at the end of each workday; 
• based on reasonable health and safety-related justifications; and 
• based on any reasonable circumstances, such as personal or family emergencies. 

Supplier shall respect, and shall not interfere with, the right of workers to decide whether to lawfully associate with groups of their choice, including the right to form or join trade unions and to engage in collective bargaining. 

4.4 Freedom to Terminate Employment. Supplier shall allow workers to terminate their employment or work arrangement without restriction and without the threat or imposition of any discipline, penalty, retaliation, or fine or other monetary obligation. 

4.5 Working Hours, Wages and Benefits. Supplier must compensate all workers with wages and benefits that at a minimum meet the higher of: 

• the minimum wage and benefits established by applicable law; 
• collective agreements; or 
• industry standards; 

Supplier shall not make any deductions from wages, except income tax withholding and those that are legally allowed under applicable law. Prinova encourages Suppliers to work toward paying a wage that is sufficient to meet basic needs and provide some discretionary income. 

Working hours for workers shall reflect applicable legal norms and overtime hours shall be paid at the legally mandated rate or in line with the guidance provided by ILO Convention 1 (the rate of pay for overtime shall not be less than one-and-one-quarter times the regular rate) if there is no mandated rate. 

Suppliers shall ensure that work schedules and rest periods are consistent with applicable local legal requirements. Work hours and schedules should not be excessive and negatively impact employees’ health or safety. 

4.6 No Discrimination, Abuse, or Harassment. Supplier shall not discriminate in hiring, compensation, training, advancement or promotion, termination, retirement, or any other employment practice based on race, color, national origin, gender, gender identity, sexual orientation, military status, religion, age, marital or pregnancy status, disability, or any other characteristic other than the worker's ability to perform the job. 

Supplier shall treat workers with respect and dignity. 

Supplier shall not subject workers to corporal punishment, or physical, verbal, sexual, or psychological abuse or harassment. Supplier must not condone or tolerate such behavior by its Partners.

5.1 Workplace safety. Supplier shall provide a safe, healthy, and sanitary working environment. Supplier shall implement procedures and safeguards to prevent workplace hazards, and work-related accidents and injuries, including procedures and safeguards to prevent industry-specific workplace hazards, and work-related accidents and injuries, that are not specifically addressed in these Standards. 

General and industry-specific procedures and safeguards include those relating to: 

• health and safety inspections; 
• equipment maintenance; 
• maintenance of Facilities; 
• worker training covering the hazards typically encountered in their scope of work; 
• fire prevention; and 
• documentation and recordkeeping. 

Supplier shall provide workers adequate and appropriate personal protective equipment to protect workers against hazards typically encountered in the scope of work. 

5.2 Food Safety and Quality. Prinova is dedicated to providing safe, high-quality products and we expect our Suppliers to help us meet this commitment. Products and services delivered must meet or exceed food safety and quality standards required by applicable law and Prinova’s standards. Additional safety and quality terms and conditionsmay be put in place by global or local quality & food safety teams to comply with applicable legal and customer requirements. Any concerns regarding product safety or quality must be reported to Prinova at the earliest opportunity. 

Prinova is committed to reducing our environmental impact across its supply chain and to supporting sustainable operational and agricultural production practices. Suppliers should work towards responsibly and sustainably sourcing ingredients, packaging materials and other goods and services in a way that will help reduce our impact on air, land and water. 

Supplier shall operate its Facilities in compliance with all environmental laws, including laws and international treaties relating to environmental protection, deforestation, biodiversity, waste and waste water management, emissions, discharges and hazardous and toxic material handling. Supplier shall maintain environmental management policies and procedures as appropriate for each of its Facilities. Any material breach should be reported to Prinova with suitable corrective actions in place to address and prevent reoccurrence. 

Additionally, Prinova’s regional teams may require information regarding carbon emission, energy consumption, waste, pollution and/or other environmental regulations or markers in order to comply with their respective legal or customer obligations. Suppliers shall timely provide accurate information on these matters. 

7.1 No Bribery/Kickbacks. Suppliers will not engage in any form of bribery or otherwise offer any incentive or kickback to any Prinova employee, Prinova employee's family or friends, or other representative of Prinova in order to obtain or retain Prinova business or secure any business advantage with Prinova. Suppliers will comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and all other local, regional or otherwise applicable laws and regulations relating to the bribery of government officials and commercial entities. 

7.2 Avoid Conflicts of Interest. Suppliers will avoid any interaction with a Prinova employee or agent that may conflict, or appear to conflict, with that employee or agent acting in the best interests of Prinova. This includes offering or providing payments or employment opportunities to Prinova employees. 

7.3 Gifts and Entertainment. Suppliers are prohibited from providing or offering gifts to Prinova employees that could inappropriately influence, or reasonably appear to influence, Prinova's business decisions or attempt to gain an unfair advantage. Prinova employees are likewise prohibited from doing the same with respect to all Prinova business partners. In accordance with applicable law or policy, gifts and entertainment may be allowed for: a) the cost of meals, lodging or travel if, and only if, the cost is reasonable, bona fide and directly related to the promotion, demonstration or explanation of products or services or the execution of a contract; or b) promotional gifts of nominal value in recognition of services or to promote goodwill. 

7.4 Fair Competition. Suppliers will comply with all applicable laws regarding fair competition and antitrust. 

7.5 Protect Information. Suppliers will protect Prinova's confidential information, including personal information, and act to prevent its misuse, theft, fraud or improper disclosure and will comply with all applicable data privacy laws. Suppliers must take all due care in handling, discussing or transmitting sensitive or confidential information that could affect Prinova, its employees, its customers, the business community or the general public. 

7.6 International Trade. Suppliers shall comply with all applicable laws governing international trade, including import and export control, as well as any applicable sanction laws and regulations. Suppliers will provide Prinova with all information and documentation necessary for Prinova to comply with import/export laws, and will implement practices and procedures to ensure security of their supply chain under applicable regulations. 

7.7 Accurate Accounting and Business Records. Suppliers will create and maintain, and provide access to Prinova upon request, complete and accurate records of all matters related to the supplier's business with Prinova. Supplier shall not create any off-the-book transactions with respect to Prinova, engage in any form of money laundering, or knowingly accept funds acquired through illicit means. Upon request, Supplier shall make available all relevant records to Prinova or its appointed agent. Additionally, integrity and transparency are expected in all transactions and Supplier shall voluntarily and timely submit to Prinova or its appointed agent complete and accurate records supporting any material statements or declarations made by Supplier in conjunction with its business with Prinova. Falsification of any records is strictly prohibited. 

Violations of the Code of Conduct, or any questions or comments, can be submitted to:

Prinova Group LLC 
Attn: Legal Department 
6525 Muirfield Drive, Suite 100 
Hanover Park, IL 60133 
legal@prinovausa.com

Violations of this Code of Conduct may also be reported anonymously to Prinova’s Global Ethics Hotline at:

Phone 
U.S.: 1-844-486-1612 
Outside U.S.: 0-800-89-0011 / (844) 486-1612 

Online Web Reporting: 
prinovaglobal.ethicspoint.com

Online Mobile Address: 
prinovaglobalmobile.ethicspoint.com

Prinova’s Global Ethics Hotline is operated by a third-party service provider, Navex, using its EthicsPoint system. The Ethics Hotline is available to make a report confidentially 24 hours a day, seven days a week using a toll-free telephone number, online via the web, or through a mobile application. The Ethics Hotline allows reports to be made anonymously and it does not record or trace any calls or use any identity tracking technology.

Supplier shall not retaliate or take disciplinary action against any worker who has, in good faith, reported violations or questionable behavior, or who has sought advice regarding this Code of Conduct.

Supplier acknowledges that these Standards set out audit standards that Prinova may use to determine whether Supplier is meeting the requirements set out in this Code of Conduct.

Supplier acknowledges that Prinova or its appointed agent may conduct inspections of the Facilities to confirm Supplier's compliance with this Code of Conduct.