RPM SUPPLIER EXPECTATIONS AND CODE OF CONDUCT                                         Updated 8/15/2023

RPM and its affiliates proudly aspire to be entrepreneurs who create value for all.  To maintain that standard, suppliers to RPM or its affiliates (RPM together with its affiliates, “our Company”) must be committed to a way of doing business that is ethical, responsible and consistent with our values of Transparency, Trust and Respect, and the principles expressed in RPM’s Values and Expectations of 168 (http://www.rpminc.com/about-rpm/worldwide-code-guidelines/), RPM’s Code of Conduct.  As such, we expect and require that each of our suppliers, vendors, service providers, contractors, agents and consultants (each a, “Supplier”) be a good corporate citizen and engage in legal, ethical and socially responsible business practices, as follows:

Business Conduct.

Bribery and Corruption.  Remain free of corruption and conduct business in a fair and ethical manner.  Do not, directly or through a third party, offer, give, request or receive inappropriate gifts, assurances, or other things of value for the purpose of seeking an unfair or inappropriate advantage or to induce favorable treatment, or do anything else that could be perceived as a bribe.  Facilitation payments (for example, nominal payments to expediate routine, non-discretionary government action) are also prohibited.  Comply with applicable anti-corruption and anti-bribery laws.  Ensure your books and records are accurate, complete and comply with applicable accounting and recording standards. Making or receiving such corrupt or illegal payments or engaging in corrupt activity is in violation of this code.

            Examples of Bribery:

• Gifts, meals, entertainment that are disproportionate, frequent or provided during ongoing business negotiations;
• Providing free or discounted services or products with corrupt intent;
• Cash payments;
• Providing benefits to a person or a family member of an existing or potential customer or government official; and
• Payment to influence a government official to speed up or facilitate a government action.

Conflicts of Interest. Do not engage in business transactions that may create, or be perceived as creating, a conflict of interest with Supplier interests or the interests of our Company.  Ensure your business conduct does not provide or give the appearance of providing your employees with personal gain at the expense of our Company.  Giving and receiving gifts and entertainment represents a source of potential conflict of interest and any significant gift or entertainment item likely to be deemed as influential upon decision making is unacceptable.

Fair Competition.  Comply with applicable antitrust, competition and trade laws, rules and regulations. Do not engage in unfair trade or anti-competitive trade practices. 

Trade. Ensure that no goods sent to our Company are associated with, either through manufacture, ownership, shipment or otherwise, (a) countries on the U.S. sanctioned parties list (Home | Office of Foreign Assets Control (treasury.gov) and Consolidated Screening List (trade.gov))  or (b) entities or individuals subject to any sanctions programs of the United States, United Kingdom, European Union or any other applicable country.  Ensure that any shipment or transfer of products to our Company comply with U.S. and other relevant countries’ export and trade regulations.

Data Protection and Privacy.  Protect all personal information received in the course of doing business with our Company in a manner consistent with industry recognized good security and organizational controls, contractual obligations and internationally recognized data protection standards and applicable data protection laws. Personal information must be kept confidential at all times and not used for any purpose other than the business purpose for which it was provided or made available.

Confidentiality.  At times our Company may provide you with confidential information.  Do not use or disclose of any confidential information or trade secrets of our Company other than as explicitly required to carry out your duties to our Company.  Comply with all nondisclosure agreements with our Company.

Supply Chain.  Provide representatives of our Company with accurate and complete information about policies, procedures, workforce, business conduct of your affiliates, subcontractors and suppliers and other relevant information as may be reasonably necessary for them to evaluate performance of Supplier with this Supplier Code of Conduct.

Suspension and Debarment.  Disclose to our Company any suspension, debarment or comparable action taken by any government agency with respect to Supplier or any of its affiliates.

Taxes.  When acting for or on behalf of our Company, Supplier should not be involved in any way with the fraudulent evasion of any tax. 

Compliance with Laws and Standards.  Comply with all applicable laws, rules and regulations and relevant internationally recognized environmental, social responsibility, governance and ethical business standards.  Where there are no relevant local or international requirements or standards, comply with industry best practices.

Social Responsibility.

Working Conditions.  Provide a safe and hygienic workplace and working environment.  Supplier employees shall have, where applicable, appropriate personal protective equipment, be provided Material Safety Data Sheets for hazardous or toxic substances used in the workplace and be sufficiently trained to safely perform their tasks.  Supplier employees have the right to refuse unsafe working conditions without fear of being disciplined. Have a safety program that is actively supported by management and that complies with applicable laws, rules and regulations and ensures identification and reporting of hazards, incidents and risks.

Worker Rights.  Share our Company’s commitment to human rights and worker rights.  Act consistent with internationally proclaimed standards, specifically in relation to reasonable, fair and appropriate compensation sufficient to meet basic needs and provide some discretionary income (living wage), right to work, safety, freedom of association, work hours, overtime, wages and benefits and prevention of harassment, slavery, human trafficking and child and forced or involuntary labor.

UFLPA. Ensure compliance with all aspects of the Uyghur Forced Labor Prevention Act (UFLPA). No materials at any point within the supply chain (in whole or in part) may be sourced, sub-sourced, mined, produced or manufactured from, or directly or indirectly connected to, the Xinjiang Uyghur Autonomous Region (XUAR) of the People’s Republic of China or other regions prohibited by US or International Law, including with the use of any state-sponsored labor transfers or recruitment from the XUAR.

Non-Discrimination and Equal Opportunities.   Share our Company’s commitment to equal opportunities.  Prevent discrimination on the grounds of sex, age, disability, national origin, race, color, religion, marital status, sexual preference, gender identity, current or veteran military status or any other characteristic protected by applicable law. 

Collective Bargaining.  Share our Company’s commitment to the rights of workers to collective bargaining.  Respect the rights of employees to associate, organize and collectively bargain in a lawful and peaceful manner, without penalty or interference.

Harassment.  Create and maintain an environment free from any threats of violence, sexual exploitation, abuse and harassment of any kind.

The Environment and Product Stewardship.

Environmental Protection.  Protect the environment and the health of employees, customers and neighbors. Act responsibly by minimizing impacts on the environment.

Environmental Stewardship.  Develop an environmental stewardship program that includes the following focus areas:  energy conservation (improving energy efficiency reduces emissions and energy costs) and conservation and reuse programs (including water conservation, material conservation, waste minimization and increased recycling). 

Resource Optimization.   Use appropriate resources efficiently to reduce waste and emission generation.  Optimize methods of transportation in the supply chain and seek sustainable transportation modes wherever possible.

Product Stewardship.  Identify and evaluate renewable/recycled material opportunities.  Evaluate and assess existing formulations containing substances that are under regulatory/toxicological review to develop and responsibly provide "safer" alternative formulations. Support a collaborative approach to developing new, competitive and sustainable offerings.  Optimize the use of packaging materials and pursue recyclable/renewable options.  Seek environmentally conscious development, manufacture and disposal methods.

Product Disclosure.  Provide our Company with all information necessary for them to comply with disclosure, reporting and registration requirements related to products they purchase.

Conflict Minerals.  Facilitate our Company’s conflict minerals reporting obligations by providing responses to our Company’s requests for documentation regarding the sourcing of conflict mineral materials used in the goods sold.

Product Safety.   Ensure that the goods sent to our Company comply with all applicable, relevant and appropriate environmental, health, safety, and quality standards.

Training and Reporting Systems.

Notification to Employees.  Ensure that the obligations contained in this Supplier Code of Conduct are communicated to Supplier employees who perform duties on behalf of our company.

Reporting Systems.  Ensure that systems are in place to detect and resolve treatment of employees that violates applicable law or this code, including a method for Supplier employees to safely report concerns.

Reporting and Auditing.

Reporting.  Report all suspected and actual violations of this Supplier Code of Conduct immediately to RPM’s Vice President, Operations or RPM’s Chief Compliance Officer, each at 2628 Pearl Road Medina OH 44256, compliance@rpminc.com, or by reporting it to RPM’s Compliance Hotline at  https://iwf.tnwgrc.com/rpminternational.

Auditing.  You agree that we have the right to verify your compliance with this Supplier Code of Conduct and our contractual relationships and to take corrective action, including, but not limited to, inspections and audits of your premises and records and termination of our relationship with you, if we have reason to believe you are not in compliance with this Suppler Code of Conduct.

This Supplier Code of Conduct supplements but does not supersede any rights maintained by our Company under any contract with the Supplier. 

By Accepting this Supplier Code of Conduct, Supplier acknowledges and agrees that Supplier will adhere to and comply with the principles set out in this Code related to all business relationships with our Company.

Accepted and Agreed by Supplier:

Supplier Name: _______________________________________________________________

Printed Name and Title of Signatory: ______________________________________________

Signature: ____________________________________________________________________

Date: ________________________________________________________________________