Effective Date: September 25, 2023

POLICY PROHIBITING TAX EVASION AND THE FACILITATION OF TAX EVASION

Purpose

The purpose of this Policy is to ensure that RPM International Inc. (“RPM”) and its subsidiaries (hereinafter collectively referred to as the “Company”) abide by all applicable laws and regulations regarding tax evasion and the facilitation of tax evasion, including but not limited to, the UK Criminal Finances Act 2017.  

The Company is committed to conducting business in an ethical and honest manner as outlined in our Code of Conduct, The Values & Expectations of 168. The Company takes a zero-tolerance approach to the facilitation of tax evasion. To do this, we implement and enforce effective systems to prevent tax evasion and the facilitation of tax evasion by others.

Scope

If the Company fails to prevent our associates, directors, officers, agents or service providers facilitating tax evasion, the Company can face criminal sanctions including an unlimited fine, and damage to our reputation. The Company therefore takes its legal responsibilities seriously and , thus, this Policy applies to all Company associates and those working for or on behalf of the Company (each a “representative”).

Definitions

For the purposes of this policy:

Third Party means any individual or organization not part of the Company.

Tax Evasion means the offence of cheating the public revenue by fraudulently (which means deliberately with dishonest intent) evading tax.

Facilitating(tate) Tax Evasion means knowingly taking steps to aid, abet, counsel or assist a Third Party to commit Tax Evasion.

Policy

Tax Evasion and Facilitating Tax Evasion are strictly prohibited.

In this policy, all references to tax include any type of tax wherever it is payable.

Our Obligations

The Company may not, nor may any Company associate or representative engage in any form of Tax Evasion or Facilitating Tax Evasion;

Company associates or representatives shall promptly report any request or demand it may receive to Facilitate Tax Evasion from any Third Party and any reasonably suspected Tax Evasion, to the company’s Legal and Compliance Department in accordance with the RPM’s Reportable Event Policy and RPM’s Hotline and Non-Retaliation Policy.

The Company will communicate its zero-tolerance position regarding Tax Evasion and Facilitating Tax Evasion to Third Parties with which the Company does business.

Raising Concerns

All Company associates and representative have a responsibility to help detect, prevent and report instances of Tax Evasion.

You are encouraged to raise concerns as soon as possible if you become aware of or reasonably suspect any Tax Evasion or Facilitating Tax Evasion in the course of your work. Please report your concerns to the Company’s Legal and Compliance Department or through the RPM Hotline.

If you are unsure about whether a particular act constitutes tax evasion or foreign tax evasion, raise it with the Company’s Legal and Compliance Department as soon as possible.

Examples of Tax Evasion scenarios: "red flags"

The following is a list of possible examples or “red flags” related to Tax Evasion or Facilitating Tax Evasion that you may encounter. The list is not intended to be exhaustive and is for illustrative purposes only.

If you encounter any of these or similar situations, please report them promptly to the Company’s Legal and Compliance Department or the Hotline.

1. a Third Party has made or intends to make a false statement relating to tax, has failed to disclose income or gains to, or to register with, a tax authority, has delivered or intends to deliver a false document relating to tax, or has set up or intends to set up a structure to try to hide income, gains or assets from a tax authority;
2. a supplier has deliberately failed to register for VAT (or the equivalent tax) or failed to account for VAT;
3. a Third Party requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made;
4. an employee asks to be treated as a self-employed contractor, but without any material changes to their working conditions;
5. a Third Party requests that payment is made to a country or geographic location different from where the Third Party resides or conducts business;
6. a Third Party to whom the Company has provided services requests that their invoice is addressed to an entity the Company did not provide services to directly;
7. a Third Party to whom the Company provided services requests a change to the description of services rendered on an invoice in a way that seems designed to obscure the nature of the services provided;
8. you receive an invoice from a Third Party that appears to be fraudulent;
9. a Third Party insists on the use of side letters or refuses to document any agreements between the parties in writing or asks for contracts or other documentation to be backdated;
10. you notice that the Company has been invoiced for a commission or fee payment that appears too large or too small, given the service stated to have been provided; or
11. a Third Party requests or requires the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to the Company.

A suspected violation of this policy can be reported to your supervisor, human resources or to any member of the legal and compliance department. Employees are also welcome to contact the Company’s Hotline to report their concerns to RPM. A suspected violation received by anyone in a management or supervisory role must be reported to RPM as a Reportable Event. Allegations will be investigated thoroughly and objectively. For more information, refer to RPM’s Hotline and Non-Retaliation Policy. Any employee who violates this Policy, including the failure to submit a Reportable Event, directs or who knowingly permits a subordinate to violate a Policy, or who engages in retaliatory actions, may be subject to disciplinary action up to and including termination.  We may terminate our relationship with other individuals and organizations working on the Company’s behalf if they breach this policy. The Company retains the right to report any violations of a Policy that are also illegal to the appropriate authorities.