Ethics and Compliance

V-22 Osprey New River, NC

Ethics and Compliance

Code of Conduct—Our Shared Commitment

Across our global enterprise, �Ӱ��Ƶ employees are united by a shared commitment to our values—safety, quality, integrity, and transparency—above all else. We believe that compliance and ethical behavior are everyone’s responsibility. This means we must hold ourselves—and one another—accountable to our values and to creating an open and inclusive workplace. �Ӱ��Ƶ leadership encourages employees to proactively seek out issues, speak up and report concerns, and engage with transparency.

�Ӱ��Ƶ’s Global Compliance organization drives compliant company performance across all geographic locations, encourages integrity and transparency, and demonstrates our commitment to compliant and ethical business practices. �Ӱ��Ƶ’s Chief Compliance Officer works closely with the Board of Directors, senior company leaders, our employees, and external stakeholders to advance �Ӱ��Ƶ’s compliance and ethics culture throughout the company.

Every year, �Ӱ��Ƶ employees reaffirm their commitment to do their work in a compliant and ethical manner, and respect one another, by reading and signing the �Ӱ��Ƶ Code of Conduct. Because our Code of Conduct guides the way we do our work every day, we provide the code in 18 languages to reach employees in their native language.

In addition, every employee participates in a company-wide training called Recommitment, which features real-life examples of compliance issues and consequences, and highlights how adherence to our values and doing business with integrity is critical to the company’s success.

Click here to learn more about our values or view our Code of Conduct.

Contacting Ethics

�Ӱ��Ƶ encourages employees to promptly raise concerns about safety, quality, potential violations of the law, or �Ӱ��Ƶ policy. �Ӱ��Ƶ also works to foster an environment in which employees feel safe seeking guidance, raising concerns, and identifying areas for improvement. �Ӱ��Ƶ appreciates that speaking up may not always be easy, and the company offers several options for raising concerns confidentially, including through managers, toll-free phone numbers, and web-based portals. Our local Site Compliance and Ethics Officers and Ethics Ambassadors also provide in-person and online support to employees who are looking for guidance or need to report a concern, and can provide additional compliance and ethics resources. Any retaliation against employees who raise a concern is not tolerated and is grounds for discipline, up to and including termination.

The �Ӱ��Ƶ Ethics Line (1-888-970-7171) is staffed 24 hours a day, seven days a week and is available to �Ӱ��Ƶ employees, suppliers, contractors, or others from the public.

The �Ӱ��Ƶ Global Ethics Line is operated and staffed 24 hours a day, seven days a week and is available in several countries. In addition to the Global Ethics Line, we also provide a to report concerns.

Compliance

�Ӱ��Ƶ is committed to ensuring compliance with applicable global laws and regulations, as well as our own internal policies and procedures. To maintain effective compliance risk management strategies and controls consistent with our deep compliance culture, �Ӱ��Ƶ builds compliance accountability, oversight, and risk management into all levels of the business.

�Ӱ��Ƶ regularly assesses the effectiveness of internal compliance controls, including policies and procedures, training, data analytics and control validation. Managers and executives are accountable for compliance within the business or functional areas they oversee and, along with all employees, receive annual training on compliance risk areas specific to their work responsibilities. This includes training for a range of compliance topics (e.g. proper handling of proprietary or trade secret information and cyber security, anti-corruption, U.S. Government procurement integrity rules, and data privacy). Compliance training is reviewed and updated regularly to ensure that it is current, relevant, and effective.

Under �Ӱ��Ƶ’s Compliance Risk Management (CRM) program, senior leaders are accountable for identifying, assessing, and managing effective compliance programs. Co-chaired by the Chief Compliance Officer and Controller, the Compliance Risk Management Board (CRMB) oversees enterprise compliance and is comprised of senior executives from across the company’s business units and functions.

The CRMB’s charter is to create a proactive culture of compliance, integrate compliance risk management across the enterprise, drive effective and efficient compliance controls to achieve business objectives, and lead compliance risk mitigation and accountability. The CRMB evaluates the company’s most significant compliance risks and associated mitigation strategies, prioritizes the most important emerging issues for additional attention and, where appropriate, elevates issues to �Ӱ��Ƶ’s CEO and to the Audit Committee of the Board of Directors. �Ӱ��Ƶ’s CRM program also partners with the internal Corporate Audit organization to validate the effectiveness of compliance controls.

As outlined in �Ӱ��Ƶ's Audit Committee Charter, the Chief Compliance Officer reports at least annually to the Audit Committee of the Board of Directors on Compliance Risk Management and provides regular reporting on the company's ethics and compliance program. More details on reporting and oversight functions of the CRMB can be found in the Audit Committee Charter, published on the �Ӱ��Ƶ Corporate Governance page.

Anti-Corruption Program

Our people design, build, and support aerospace products that touch and affect lives around the world. That’s why we are committed to doing business and operating with integrity at all times. At �Ӱ��Ƶ, we have zero tolerance for corruption or bribery, and we are dedicated to building a culture that fosters openness, trust, and accountability. –Uma Amuluru, Chief Compliance Officer; Vice President, Global Compliance

�Ӱ��Ƶ strictly forbids bribery and corruption of any kind. It is imperative that we compete on the merits alone. Integrity is a core company value and in support of it, �Ӱ��Ƶ publishes an internal policy inclusive of anti-corruption and anti-bribery requirements and expectations applicable to employees, board of directors, and other stakeholders. �Ӱ��Ƶ also provides employees and other stakeholders detailed procedures to ensure compliance with the U.S. Foreign Corrupt Practices Act and other global anti-corruption laws and regulations; requires annual training related to ethics and compliance; and provides guidance and instructions on various reporting mechanisms. This guidance is clear that we must never sacrifice our ethical principles to win or keep business—that no business is worth it.

Our anti-corruption program is organized into nine risk areas and includes extensive controls. These controls are tested annually through a self-assessment process as well as periodic risk-based corporate audits and external assessments to assess risk, ensure effectiveness, and identify potential enhancement opportunities. Confidential and anonymous reporting methods are provided. Retaliation against reporting parties is strictly prohibited, and action is taken against violators of anti-retaliation policies. The company also makes its employees aware of their federally protected whistleblower rights which are designed to protect employees against retaliation for reporting potential wrongdoing by a U.S. contractor or subcontractor.

Competing Globally with Honesty, Integrity and Compliance

�Ӱ��Ƶ’s anti-corruption program is organized into nine areas, and reflects the company’s commitment to competing globally with honesty, integrity and in full compliance with all applicable laws and regulations. Detailed policies and procedures govern each area and demonstrate the company’s zero tolerance for corruption, applicable to employees at all levels and in every location where we operate. We work with our partners, including through �Ӱ��Ƶ-appointed board members, to ensure that the joint ventures in which we participate adopt similar policies and procedures to govern their respective operation. Program risk is assessed throughout the year, and results are shared at the company’s executive council and board levels. Assessment results are used to make improvements to further strengthen the program and sustain effectiveness.

�Ӱ��Ƶ employees are required to be vigilant in ensuring that any business courtesy is reasonable, lawful and fully justified under the circumstances, and does not suggest the appearance of impropriety. Company policies and procedures strictly prohibit offering any courtesy that could be misinterpreted as an attempt to gain an improper business advantage, and include elevating thresholds of management approval. Before any courtesy is offered, an employee must determine that it is lawful and appropriate and would not cause embarrassment to the company or recipient.

Additionally, employees must follow strict guidelines when determining if an offered courtesy can be accepted. Employees are prohibited from soliciting courtesies, or accepting any courtesies when a real or perceived attempt is being made to influence action by �Ӱ��Ƶ.

�Ӱ��Ƶ policies and procedures require that all hiring decisions be made fairly, ethically and in accordance with all relevant laws and regulations. Additional precautions, including Law Department review, are taken for hiring decisions involving current or former non-U.S. government officials, representatives of non-U.S. airlines, officials of public international organizations and their relatives.

The �Ӱ��Ƶ financial management system is designed to assure, among other things, that company resources are effectively and efficiently managed and that reporting requirements are satisfied with integrity and reliability and in compliance with all relevant laws, regulations and generally accepted practices and principles. Specific to anti-corruption controls, all employees are required to maintain accurate financial records and appropriately document and obtain approval of costs and expenses. Employees may not approve expense reports for themselves or their peers. Use of company credit cards for non-business expenses is strictly prohibited. Personal credit cards may not be used for business expenses, except in very limited circumstances. Company policy prohibits falsification of accounting or other business records.

�Ӱ��Ƶ makes investments in communities where employees live and work through charitable grants, in-kind donations, sponsorships, volunteer time, and memberships to various organizations to promote positive and sustainable change. �Ӱ��Ƶ policy requires that all grants, business donations, sponsorships, and memberships be evaluated for alignment with company values and ethical standards. All requests for payments or donations to support an organization or project outside of the United States are reviewed by the Law Department.

Company contributions are subject to review and approval prior to offering, as outlined in the company's internal Company Contributions procedure. This addresses our internal contribution process inclusive of, but not limited to, the application process and properly vetting recipients for charitable donations, sponsorships, and more.

In addition, at �Ӱ��Ƶ we maintain and monitor a Conflicts of Interest program, which requires each of us to demonstrate accountability and openness by disclosing relationships, outside activities, and financial interests that may pose a conflict of interest or affect our objectivity. Preventing or mitigating COIs is critical to operating with integrity and maintaining the trust of our partners, customers and stakeholders.

�Ӱ��Ƶ recognizes that good business practices include drawing on the expertise of outside consultants and professional service providers. To ensure those relationships comply with applicable laws, the company has detailed requirements for creating, maintaining and renewing international consultant relationships. The company conducts appropriate and risk-based due diligence based on the international consultant’s statement of work, which may include geographic location, ownership, and other relevant information. The company renews that due diligence at appropriate intervals. International consultant agreements require strict compliance with applicable laws, including anti-corruption laws, and with �Ӱ��Ƶ’s ethical business conduct guidelines. Hiring, renewing or expanding the scope of work of an international consultant requires multi-layer executive management approvals and review by the Law Department.

�Ӱ��Ƶ pursues mergers, acquisitions, joint ventures and equity investments when such transactions align with the company’s strategic and operating objectives. All such transactions are accompanied by comprehensive due diligence to examine rigorously the books, records, corporate filings, operations and compliance history of the candidates for the transactions.

�Ӱ��Ƶ policy sets out detailed procedures for review and approval of teaming agreements and other non-sales agreements with companies, including appropriate levels of due diligence to ensure compliance with the U.S. Foreign Corrupt Practices Act and other applicable anti-corruption laws. Terms and conditions in those agreements must include warranties of compliance with all applicable anti-corruption laws.

�Ӱ��Ƶ maintains detailed requirements for all political activities inside and outside the United States. For activities outside the United States, �Ӱ��Ƶ policy prohibits company contributions to political candidates, political parties and party officials, and political advocacy groups. This prohibition covers both monetary contributions and in-kind donations.

Supplier Relationships and Anti-Kickback Compliance

Across our supply chain we are united by a shared commitment to the �Ӱ��Ƶ values. Appropriate due diligence is conducted for potential suppliers, such as screening governmental and industry listings for instances of sanctions and/or other compliance concerns. The terms and conditions in all supplier agreements require that suppliers provide assurance of compliance with all applicable anti-corruption laws, granting �Ӱ��Ƶ contractual rights in the event of a breach, inclusive of termination rights. Additionally, company procedures prohibit employees from soliciting gifts from suppliers or having any contact with suppliers that would give rise to even the appearance of impropriety, and require all employees to comply with anti-kickback laws and regulations.

For more information on our shared responsibility with suppliers please click .

Industrial Participation

�Ӱ��Ƶ enters into various industrial participation agreements with certain customers outside of the U.S., primarily as a result of country laws and regulations, to provide economic flow back or the transfer of technology or skills to their businesses or government agencies as the result of their procurement from us. These commitments may be satisfied by our local operations in those countries, placement of direct work or vendor orders for supplies, opportunities to bid on supply contracts, transfer of technology or other forms of assistance as prescribed by country laws and guidelines. In certain cases, our commitments may be satisfied through other parties (such as our vendors) who purchase supplies from our non-U.S. customers. To be eligible for such a purchase order commitment from �Ӱ��Ƶ, a non-U.S. supplier must have sufficient capability to meet our requirements and must be competitive in cost, quality and schedule. Even in these cases, �Ӱ��Ƶ retains the responsibility of the obligation.

�Ӱ��Ƶ has dedicated departments focused exclusively on the management and execution of industrial participation commitments. �Ӱ��Ƶ has specific processes and procedures that detail responsibilities to address industrial participation activities, and receives support from other functions to complete due diligence, comply with export restrictions and prevent corruption. These teams’ training curriculums and guidance are tailored to meet all requirements, including anticorruption, conflict of interest, and business courtesies as regulated by U.S and local laws. Our relevant Terms and Conditions include anti-bribery and corruption provisions.

Leading and Learning with Industry

�Ӱ��Ƶ is committed to continually developing and evolving its ethics and compliance program. One way we do this is through active participation in industry associations dedicated to furthering ethics and compliance initiatives, such as the (DII), the (IFBEC), and the (IBE). These forums provide an opportunity to benchmark, exchange information, share best practices in the field, and discuss global trends in the industry.

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