Diligent Corporation Supplier Code of Conduct

Revision: 1.1 Date: 19 May 2021 Document Owner: Procurement Team Document Drafter: Legal Team

1. Introduction
2. Compliance with Laws, Rules and Regulations
3. Diversity and Non-Discrimination
4. Health and Safety
5. Workplace Rights
6. Anti-Trafficking and Modern Slavery
7. Protection and Proper Use of Corporate Assets
8. Protecting Data and Non-Public Information
9. Privacy and Data Protection
10. Performance Quality and Expectations
11. Honest and Ethical Conduct and Fair Dealing
12. Conflicts of Interest
13. Gifts and Gratuities
14. Anti-Bribery and Anti-Corruption
15. Accuracy of Books and Records and Public Reports
16. Environmental Protections
17. Drug Free Workplace
18. Reporting and Compliance Procedures
19. Monitoring
20. Standards of Compliance

1. Introduction

As a leader in modern governance, Diligent Corporation and its group companies around the world (together, “Diligent”) are committed to acting ethically and sustainably in all our business dealings. This Supplier Code of Conduct (the “Supplier Code”) ensures that Diligent’s business partners understand Diligent’s expectations and have guidance on global best practices. The Supplier Code applies to all third parties providing products and services to Diligent, including all consultants, suppliers, licensees, independent contractors, staffing/temp agencies, or vendors, regardless of title or the products or services they provide (and including all employees, agents and subcontractors of such parties) (“Suppliers”).

2. Compliance with Laws, Rules and Regulations

The Supplier Code sets a baseline standard for what Diligent expects from its Suppliers, wherever situated. It is expected that Diligent’s Suppliers will pass the principles and commitments of the Supplier Code through their supply chain. Diligent requires that all Suppliers comply with all laws, rules, and regulations applicable to them and to their work for Diligent. As Diligent has subsidiaries and does business around the world, Suppliers may be required to comply with applicable laws of countries where they do not have operations. Suppliers are expected to use good judgment and common sense in determining their obligations under all applicable laws, rules and regulations. Certain Diligent group companies provide products and services to various federal, state/provincial or municipal government agencies in countries around the world. Suppliers acting as a subcontractor for such products and services shall comply with all applicable laws, rules, regulations, and governmental requirements, to the extent applicable and/or required by Diligent to be passed down to such subcontractors.

3. Diversity and Non-Discrimination

Diligent is committed to providing a non-discriminatory employment environment for its employees and Suppliers. Diligent’s policy is to fully comply with applicable laws, rules and regulations in the area of non-discrimination in employment, and all Diligent Suppliers must observe this policy as if they were Diligent. Suppliers are further expected to implement their own programs to minimize the impact of bias and ensure that hiring decisions are based on individuals’ skills, abilities, experience, and performance, and not on legally protected characteristics. Examples of legally protected characteristics may include:

• Race
• Color
• Religion
• Sex (including sexual harassment)
• National origin
• Disability
• Age
• Military and veteran status
• Genetic history

Wherever possible, Suppliers are expected to cooperate fully in meeting Diligent’s diversity objectives, including by making efforts to utilize diverse suppliers. If requested by Diligent, Suppliers should report on their own diversity metrics as well as their efforts to utilize diverse suppliers.

4. Health and Safety

Suppliers must provide their personnel with appropriate equipment in order to ensure that work is at all times performed safely. Suppliers should provide workplace safety training appropriate to the nature of the services they perform and the products they provide, including at a minimum evacuation training in the event of a fire or other emergency. All applicable building codes must be observed in Supplier facilities and Suppliers must protect against all foreseeable workplace hazards. Suppliers must not tolerate harassment, threats, or violence. When performing work on-site at Diligent premises, Suppliers must always observe any stated health and safety policies or procedures required by Diligent or property owners of such premises.

5. Workplace Rights

In addition to providing a safe workplace, Suppliers must ensure that workers are afforded rights and dignity afforded by international standards. Supplier must pay wages to employees as required by applicable law and respect the rights of workers to freely assemble and engage in collective bargaining without the fear of discrimination, retaliation, harassment or intimidation. Diligent further universally condemns the practice of child labor and will not tolerate such practices from any Supplier. Any hiring of minors must in any event be consistent with ICO Convention No. 138 & 182 or the legal minimum age for employment in the country (whichever is greater). Any legally permissible employment of workers under the age of 18 must not interfere with schooling or vocational education or expose children to risks that can harm physical, mental or emotional development.

6. Anti-Trafficking and Modern Slavery

Diligent universally condemns the practice of abusive or illegal labor, such as forced labor or human trafficking. Diligent prohibits all Suppliers from engaging in all such activities, including all modern slavery and activities prohibited under the United Kingdom’s Modern Slavery Act 2015 and Australia’s Modern Slavery Act 2018. In particular, Diligent Suppliers must not:

1. Engage in any form of slavery, servitude, trafficking in persons, domestic trafficking, child trafficking, organ trafficking, forced labour, debt bondage, forced marriage, sale of or sexual exploitation of children, or any other form of slavery-like practice or severe form of trafficking in persons;
2. Procure commercial sex acts;
3. Use forced labor;
4. Destroy, conceal, confiscate or otherwise deny employees access to identity or immigration documentation, such as passports or drivers’ licenses;
5. Engage in misleading/fraudulent practices during recruitment of employees or in offering employment, such as by failing to disclose key terms and conditions of employment like wages, benefits, the location of work, living conditions, housing, or significant costs;
6. Use recruiters who do not comply with local labor laws or who charge recruiting fees to employees;
7. For employees who are brought to a country to perform services for Diligent, fail to provide return transportation or pay the reasonable cost of return transportation upon the end of employment; or
8. If Diligent provides housing to employees, fail to provide or arrange for housing that fails to meet the host country housing and safety standards.
9. Further, where applicable and if required to do so by law or contract, a Supplier must provide an employment contract, recruitment agreement or other required work document in writing at least five days before an employee relocates. Such an employment contract needs to be in a language the employee understands and shall contain details about work description, wages, the prohibition on charging recruitment fees, work location(s), living accommodations and associated costs, time off, roundtrip transportation arrangements, grievance process, and the content of applicable laws and regulations that prohibit trafficking in persons.

7. Protection and Proper Use of Corporate Assets

Suppliers, and their employees, officers, consultants and directors should seek to protect Diligent’s assets, including Diligent’s proprietary information. Theft, carelessness and waste have a direct impact on Diligent’s financial performance. Supplier employees, officers and directors must use Diligent’s assets and services solely for legitimate business purposes of Diligent and not for any personal benefit or the personal benefit of anyone else.

8. Protecting Data and Non-Public Information

Suppliers must at all times respect the confidentiality of Diligent information and must protect Diligent information in accordance with Diligent’s security policies. Diligent non-public information may only be shared under non-disclosure agreements. Suppliers and their employees, officers, consultants and directors who have material non-public information about Diligent or other companies, including our suppliers and customers, are prohibited by law and Diligent policy from trading in securities of Diligent or such other companies, as well as from communicating such information to others who might trade on the basis of that information.

9. Privacy and Data Protection

Privacy and data protection are developing areas around the globe that remain critical to preserving trust in the digital age. Suppliers are expected to understand the privacy and data protection laws applicable to the work they perform for Diligent. Suppliers must comply with local legislation when processing data about individuals, including providing appropriate notice of data collection practices, obtaining consent from individuals where required, and only using legal methods to transfer data across national borders. Diligent’s global privacy policy is available at https://diligent.com/privacy-policy and generally governs data collection of Suppliers.

10. Performance Quality and Expectations

Supplier must meet all regulatory quality and safety standards when providing products and services to Diligent, in addition to complying with all contractual and policy standards and having appropriate resources on hand to meet such standards. Suppliers must have all appropriate licenses and rights in order to perform services or provide products as agreed with Diligent, including ensuring compliance with all applicable sanctions and anti-boycott laws of relevant jurisdictions. Suppliers are urged to remember that import and export laws may not apply just to physical goods but also to technology, software and intellectual property. Suppliers must notify Diligent if it appears they may not be able to meet the obligations of this paragraph. Suppliers are expected at all times to follow established Diligent procurement rules, including following established points of contact, billing only off an appropriate purchase order whenever applicable, and responding to Diligent information requests within reasonable timeframes. Suppliers must conduct appropriate due diligence on their own third parties in order to ensure that they are capable and shall perform any work for Diligent in accordance with the expectations set out under this Supplier Code and any contract. Where applicable, Suppliers shall maintain ethical sourcing policies on sourcing of the materials they utilize to deliver products and services to Diligent. Suppliers may only retain subcontractors with Diligent’s prior written consent.

11. Honest and Ethical Conduct and Fair Dealing

Diligent’s employees, officers, consultants and directors endeavor to deal honestly, ethically and fairly with Diligent Suppliers, and Diligent expects the same from Diligent Suppliers. Suppliers are expected to compete in a fair and ethical manner for Diligent’s business. Supplier statements regarding products and services must not be misleading, deceptive or fraudulent. Suppliers must not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice. Diligent takes allegations of fraud or dishonest conduct extremely seriously. The term fraud includes but is not limited to:

• Any dishonest or fraudulent act
• Forgery or alteration of any document or account belonging to Diligent
• Forgery or alteration of a check, bank draft, or any other financial document
• Misappropriation of funds, securities, supplies, or other assets
• Impropriety in the handling or reporting of money or financial transactions
• Profiteering as a result of insider knowledge of company activities; and/or
• Any similar or related inappropriate conduct.

12. Conflicts of Interest

Suppliers must refrain from engaging in any activity or having a personal interest that presents a “conflict of interest” and should seek to avoid even the appearance of a conflict of interest. A conflict of interest occurs when a Supplier’s personal interest interferes with the interests of Diligent. A conflict of interest can arise whenever a Supplier takes action or has an interest that prevents it from performing its duties and responsibilities honestly, objectively and effectively. Suppliers are expected to affirmatively disclose any conflict of interest or any situation that seems like it may give rise to a conflict of interests.

13. Gifts and Gratuities

Suppliers must not give or offer, or permit any member of their immediate family to give or offer, any gifts, gratuities or other favors to Diligent or any customer, supplier or other person doing or seeking to do business with Diligent, other than items of insignificant value. Suppliers and their personnel must not accept, or permit any member of their immediate family to accept, any gifts, gratuities or other favors from Diligent or any customer, supplier or other person doing or seeking to do business with Diligent, other than items of insignificant value. Any gifts that are not of insignificant value should be returned immediately and reported to the Supplier’s Diligent business contact. If immediate return is not practical, such items should be given to Diligent for charitable disposition or such other disposition as Diligent, in its sole discretion, believes appropriate. The use of Diligent funds or assets for gifts to any customer, supplier, or other person doing or seeking to do business with Diligent is prohibited, except to the extent such gifts are in compliance with the policies of both Diligent and the recipient and requirements under applicable law.

14. Anti-Bribery and Anti-Corruption

Bribes and kickbacks are criminal acts and are strictly prohibited by law. The Foreign Corrupt Practices Act in the United States, the United Kingdom’s Bribery Act, and related laws around the world prohibit giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. Diligent takes any allegations of violations of bribery or corruption laws extremely seriously. Suppliers must not offer, give, solicit or receive any form of bribe, kickback or facilitation payment anywhere in the world, regardless of whether Suppliers work with government customers or in private markets.

15. Accuracy of Books and Records and Public Reports

Accurate information is essential to Diligent’s ability to meet legal and regulatory obligations. Diligent and its Suppliers must honestly and accurately report all business transactions. Suppliers are responsible for the accuracy of their records and reports, which must conform to generally accepted accounting rules.

16. Environmental Protections

Diligent recognizes the essential role of environmental protections in sustainable business practices. Diligent Suppliers must have in place all necessary environmental permits or authorizations to ensure that their businesses practices are in total compliance with all applicable environmental laws, regulations and standards. Suppliers should have in place environmental systems designed to reduce their environmental impact on an ongoing basis. These systems should include goals in areas such as chemical and waste management, energy efficiency improvement, reduction of carbon dioxide emissions, recycling initiatives, and water conservation. Metrics with respect to such goals should be tracked and available to Diligent. Suppliers are encouraged to support the goals of the Paris Agreement on climate change by pledging to achieve net zero carbon emissions by 2050.

17. Drug Free Workplace

The use or consumption of drugs of abuse is not permitted. Persons affected by them will not be allowed at the workplace. Suppliers who take drugs not prescribed on medical grounds will, in the absence of mitigating circumstances, be deemed to be committing an act of gross misconduct and may be subject to having their relationship with Diligent terminated. This also applies to any employee believed to be buying or selling drugs or in possession of prescription drugs without a prescription or illegal drugs. Smoking is not allowed inside any Diligent business building or in any business vehicle or in the presence of customers. Smokers may only smoke outside and away from the entrance area. The consumption of alcohol on Diligent’s business premises and offsite during working hours is permitted only at official functions and only with the approval of Diligent management. Suppliers and employees are expected to consume alcohol responsibly. Supplier personnel may not be unfit for work because of the consumption of alcohol or to be consuming alcohol during working hours.

18. Reporting and Compliance Procedures

Every Supplier has the responsibility to ask questions, seek guidance, report suspected violations and express concerns regarding compliance with this Supplier Code to his or her Diligent business contact or to Procurement@diligent.com. Any Supplier who knows or believes that any other Supplier, employee or representative of Diligent has engaged or is engaging in conduct that violates applicable law or this Supplier Code should report such information to his or her Diligent business contact or to Procurement@diligent.com. You may report such conduct openly or anonymously without fear of retaliation. Diligent will not discipline, discriminate against or retaliate against any person who reports such conduct (unless it is determined that the report was made with knowledge that the report was false) or who cooperates in any investigation or inquiry regarding such conduct. Any Diligent employee supervising a Supplier who receives a report of a violation of this Supplier Code must immediately inform the Diligent Legal Department. Suppliers are expected to cooperate fully with any inquiry or investigation by Diligent regarding an alleged violation of this Supplier Code. Failure to cooperate with any such inquiry or investigation may result in disciplinary action, including termination of contract. Diligent shall determine whether violations of this Supplier Code have occurred and, if so, shall determine appropriate penalties for any party who has violated this Supplier Code. Penalties for a Diligent Supplier’s noncompliance with this Supplier Code may include removal from assigned work projects, reduction in assigned hours, termination of contract, disbarment as a Diligent Supplier, and claims for damages. Certain violations of this Supplier Code may require Diligent to refer the matter to the appropriate governmental or regulatory authorities for investigation or prosecution.

19. Monitoring

Diligent may engage in audits or inspections to ensure that its Suppliers are compliant with the standards contemplated under this Supplier Code and any contracts. These audits or inspections shall be on reasonable advance notice, except where Diligent is engaged in a good faith investigation of a material breach of laws, this Supplier Code, or a contract with a Supplier. Diligent will generally elect to conduct an audit via a questionnaire or by requesting documentation from the Supplier, except where Diligent is engaged in a good faith investigation of a material breach of laws, this Supplier Code, or a contract with Supplier.

20. Standards of Compliance

Suppliers are expected to read and have a sufficient understanding to perform their obligations in compliance with the law, this Supplier Code, and any contractual commitments. Where necessary Suppliers shall ensure that their personnel are fully trained in the standards contemplated under this Supplier Code. In the event you have any concerns about any topics of this Supplier Code, or how it applies to your work with Diligent, please contact Diligent’s procurement department at Procurement@diligent.com.