POLICY DOCUMENT

Document Name: Global Ethics Policy

Department: Legal
Focus Area: Entire Enterprise
Approved by: Beatryx Washington, EVP General Counsel & Corporate Secretary, on 2/15/2023
Mindi Cox, Chief Marketing & People Officer, on 2/22/2023

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 Global Ethics Policy
First, thank you for being an important and trusted member of the O.C. Tanner team.

Each of us take actions and make decisions that impact our experience, our reputation, and our
relationships with each other, our clients, our vendors, and our communities. This policy is
meant to offer clarity as we work to accomplish our goals with integrity, responsibility, and
transparency.

Our Purpose: We help people thrive at work.

Our Core Competencies:

Why do we have an Ethics Policy?

As a global entity dedicated to helping people thrive at work and helping our clients create great
places to work, living by the highest ethical standards is essential to our collective success.

Who does this policy apply to?

Every O.C. Tanner employee, including its officers, directors, managers and salespeople
(hereafter referred to as “employee”, “employees”, “person” or “persons”), has a duty to
observe all of the guidelines and requirements of this Ethics Policy. Failure to follow this Policy
may subject you to disciplinary action up to and including termination. There is no end result
that excuses any actions described in this policy. The covenants covered herein will extend one
year after any employee’s termination date.

O.C. Tanner’s contractors and suppliers should adhere to the principles herein. A failure to do
so may result in a termination of the company’s relationship with a contractor or supplier.

Anti-retaliation Statement:
O.C. Tanner will not tolerate retaliation against any person who raises concerns regarding a
potential violation of the Ethics Policy that he or she believes to have occurred. In fact, all
employees have a duty to report any knowledge of action taken by another person in violation of
this policy.

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Conflicts of Interest:
A conflict of interest exists when a person has a direct or indirect interest in, or relationship with,
any outside organization or person that might affect the objectivity or independence of that
person’s judgment or conduct.

No person shall have an undisclosed conflict of interest or an interest or relationship that someone
might reasonably interpret as a conflict of interest. Anything that could constitute a conflict of
interest or unethical conduct on the part of any Person is also a conflict of interest if knowingly
engaged in through a third-party, such as a spouse, a family member, or a controlled corporation.

Examples of conflicts of interest could include (but are not limited to):

• Material and direct personal involvement with suppliers, vendors, contractors, or

clients, such as (i) ownership of a material interest in such an entity, (ii) acting inany
material capacity in such an entity, (iii) accepting gifts, payments, services or loans
from such an entity, or (iv) purchasing goods or services from a close family
member.

• Ownership of property affected by OCT action or acquired because of confidential

information obtained from OCT.

• Outside employment or business interests that might affect job performance,

efficiency or loyalty.

While it is impossible to list in this policy every circumstance that may suggest a conflict of
interest, consider the following criteria when deciding whether a particular situation may give
rise to a conflict. Employees should avoid any actions that might result in or create the
appearance of:
• Using your association with OCT for private gain or unwarranted preferential
treatment.
• Competing with OCT or competing for dollars spent by OCT clients.
• Impeding OCT’s efficiency or economy.
• Loss of your independence or impartiality.
• Endangering the life, health or safety of another.

The appearance of a conflict of interest does not mean that OCT will necessarily refuse to do
business with such other person. It does mean that the Chief Executive Officer, the President or
the Chief Operating Officer must approve the conflict before consummating any part of the
transaction.

Gifts, Gratuities or Entertainment:

Gifts can be a normal courtesy to express appreciation for a business relationship. They can
also be a means to create a conflict of interest. While O.C. Tanner does not prohibit
employees receiving gifts, we do require all persons receiving or making gifts to disclose
them. This allows the Company to monitor the types and frequency of gifts and to confirm they
are not being used to create a conflict of interest. The following rules apply to gifts,
entertainment, and other favors:

• No person shall seek gifts, gratuities, or commissions for themselves or their family or
friends from any outside person or organization having, or seeking to have a relationship
with OCT. If any person should receive any unsolicited gifts or gratuities worth more than
$100, they must disclose that fact to the Company. If a person receives one or more
unsolicited gifts in a calendar year that aggregate more than $100, the person must
disclose the gifts once they exceed the $100 threshold.
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 • All gifts with a value over $100 are contributions to OCT from the original source. The
recipient should surrender any such gift to the President or the Chief Operating Officer or
to such other person as they may designate. If an unsolicited gift has a value of less than
$100, the person must surrender the gift to OCT if requested by the President, the Chief
Operating Officer, or the person designated by them.

• No person shall seek entertainment or other favors (loans, services, compensation, etc.)
in any form from any person or organization having, or seeking to have, a relationship
with OCT. A person may accept unsolicited entertainment and business courtesies, such
as payment for normal meal costs, having a value of less than $100, when arising from
business connected with the activities of OCT AND provided they are infrequent. No
reporting of any such courtesies is required.

• Unsolicited entertainment and business courtesies having a value of more than $100
may be accepted if approved by OCT’s Chief Executive Officer, President, or Chief
OperatingOfficer. If a Person cannot reasonably obtain such consent, the Person may
accept such entertainment or other business courtesy, but shall fully disclose the donor,
purpose and amount of such entertainment or courtesy as soon thereafter as reasonably
practicable.

• No Person shall give from the assets of OCT any gifts, gratuities or entertainment to
outside persons or organizations, including charitable, social, educational, or other non-
profit organization, unless approved by the Chief Executive Officer, President, the Chief
Operating Officer, or a person or committee designated by the Chief Operating Officer.
The CEO or President may approve policies or programs pursuant to which gifts,
gratuities or entertainment may be made.All approved gifts, gratuities and entertainment
not specifically exempted by the CEO or President fromdisclosure must be disclosed as
to the parties, purpose and amount.

• Many clients of OCT have policies prohibiting their employees from accepting any form
of business gift, gratuity or entertainment, including candy, tickets to sporting events, or
other minor gifts. In some circumstances, the client has asked OCT to sign a statement
acknowledging the corporate policy. OCT intends to honor all such requests.
Accordingly, each person offering a gift, entertainment, or other business courtesy is
responsible for knowing the limitations, if any, imposed by the client. The Chief Operating
Officer maintains a list of clients who have notified OCT of their policy. If the client is a
publicly-traded company, its ethics policy can be accessed on its website. Do not
embarrass yourself, OCT, or the proposed recipient by offering a gift or other gratuity in
violation of the client’s policy.

• Finally, under no circumstances may a gift or entertainment activity be offered or

accepted if it would violate any applicable law (i.e. Foreign Corrupt Practice Act) , any
generally accepted ethical standard, or if public disclosure of the facts surrounding the
gratuity would embarrass OCT, the giver, or the recipient. Persons should always
assume the law prohibits the making of gifts, entertainment or other courtesies to
government employees.

Improper Use of Assets and Record Keeping:

All assets of OCT, including its facilities, equipment, computers, software, sales materials,
client information, price information, training materials, financial and business records,
confidential information, and copies of any such material or records, must be used exclusively
for the benefit of OCT and to advance OCT’s business. They are not otherwise to be sold,
given away, used personally, or disposed of.
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The United States, and other countries in which OCT conducts business, have laws or
regulations which impose restrictions on the value of any gift given to a government officials or
employees. It is the policy of the OCT to comply with those laws and regulations. No person
shall make any unauthorized, illegal or unethical payments or transfers (including bribes,
kickbacks, graft, unauthorized commissions or unauthorized finder’s fees)..

Proper use of the property of OCT – including its inventory – is a fiduciary responsibility. All
persons shall be responsible for preventing the loss, damage, misuse or theft of property,
business records, funds or other assets belonging toOCT.

Each person shall keep and maintain accurate and complete written records as required
by his or her job. No such records shall:

• Fail to record any transaction, whether such transaction is proper or not.

• Falsify any transaction to disguise aspects of impropriety.

• Fail to identify the qualitative aspects which would have revealed illegality or
impropriety.

You will be expected and agree to treat all information obtained from O.C. Tanner and its
employees, agents, affiliates, clients, vendors, and consultants as confidential and proprietary, to
be used only in the course and scope of your employment for the exclusive benefit of O.C.
Tanner’s business, and to be protected from disclosure to competitors or any other parties who
are not authorized to receive such information in whole or in part.

Your position with the Company will potentially give you access to and require you to work with
highly confidential information. You will not, directly or indirectly, in any way use, disclose, copy,
transfer, sell, distribute, destroy, display, perform or exploit any confidential information of O.C.
Tanner or the information of any third received by O.C. Tanner. You also should not disclose any
confidential information to any person within the Company except as directed by your supervisor,
an officer of the Company, or on a need-to-know basis. This covenant shall survive the term of
your employment with O.C. Tanner.

Improper Use of Information:

No person shall use for his or her personal gain or disclose outside of OCT any confidential or
non-public information obtained through his or her association with OCT. Confidential
information includes all information provided to you by the Company, and particularly includes
client-provided information, such as business strategies, corporate changes, employee names,
addresses, and employee numbers, and spoken, written and computer-generated data relating
to OCT’s business. Confidential information also includes the advice of OCT’s legal counsel
given to OCT. If there is any doubt whether information is confidential, you should assume it is.

All confidential information pertaining to a client and/or its employees should only be
communicated to those people withinthe Company who have a need to know that information.

Improper Use of Influence:

O.C. Tanner and its clients often have covenants to prevent the recruitment of employees from
one organization to the other. We have a duty to honor these covenants. If you separate from the
company, for a period of one (1) year after your termination date, you shall not directly or
indirectly, attempt to lure or entice away, or in any other manner persuade or otherwise solicit any
client of O.C. Tanner or interfere with any of O.C. Tanner’s contracts.
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Political Activities and Contributions:
Without the prior approval of the President, no person shall allow OCT’s assets to be used or
shall make any direct or indirect payments on behalf of OCT to any federal, state, local or foreign
political entities or individuals for the purpose of (i) aiding in the election or defeat of candidates
for office, (ii) influencing or appearingto influence legislation or governmental decisions, or (iii)
supporting or opposing any ballot issue. Under no circumstances may the assets of OCT be
used or any payments made for any illegal or improper political purpose, including, but not limited
to improperly influencing any act ordecision of an official in his official capacity, including failure
to perform his official function.

Nothing in this policy shall preclude OCT from engaging in any lobbying activity conducted in
accordance with applicable laws, including, without limitation, lobbying laws, disclosure laws
and tax laws, although the Chief Executive Officer, the President or the Chief Operating Officer
must approve all such lobbying. The foregoing shall not preclude any Person from normal
dealings with government officials in connection with issues that affect OCT’s conduct of its
business.

Persons may make personal contributions to candidates, political parties, political

committees, or political causes so long as the contributions are not reasonably seen as an
endorsement by OCT. You may not suggest that you speak for O.C. Tanner or that the
Company supports your views.

Under no circumstances will OCT reimburse any Person for political contributions or costs
incurred. If O.C. Tanner has approved a political expenditure, it must be made on a company
check. Do not put it through an expense account as it will not be reimbursed.

Work Product:
You agree that all copyrights, patents, trademarks, trade secrets, or other intellectual property
rights associated with your work for the Company shall belong exclusively to the Company and
shall be considered “works made for hire” for the Company. You further agree that if requested by
the Company, you will take such further actions as the Company may reasonably request to give
full and proper effect to the Company’s ownership of such work product.

Disclosure:
It is the responsibility of each Person, upon knowledge of any violation of the guidelines stated
above or situation which could potentially be in violation of the guidelines, to report all material
facts on the subject to the Chief Operating Officer, or the person they may designate.

Violation of this Policy:

Violation of this Policy may result in disciplinary action against the offender. Such action may
include termination of employment, if the offender is anemployee, and removal from office, if the
offender is an officer. If the activity is illegal, it may also result in prosecution.

No Third-Party Beneficiaries:
This policy is for the internal administrative use of OCT and is solely for OCT’s benefit. It is
expressly intended that no third party derive any benefit from this policy.

Thank you for your understanding of and compliance to this policy. If you have a situation
that concerns you or others and you are unsure of what to do, please contact a member of
the People & Great Work team or make an anonymous report or inquiry to the Speak Up
box on myoctanner.com.