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Banner strives to maintain a reputation as an organization that requires ethical business practices and high levels of integrity in all of our business transactions.  The strength of Banner’s reputation is based upon our own conduct as well as those with whom we do business.  For that reason, we will work only with those suppliers that share our values and commitment to ethical business practices.  The entire Banner team is committed to the highest standards of integrity and full compliance with our Company’s Code of Business Conduct as well as the regulations and policies affecting our business.  As such, it is our goal to ensure that our relationship with suppliers reflect and support the same high ethical standards.

In keeping with this goal, Banner has developed a Supplier Code of Conduct intended to reiterate Banner’s commitment to integrity and ethical standards.  Additionally, this document is intended to clearly convey to all suppliers how this pertains to their business relationship with Banner.

Banner values its business relationships with suppliers and requires them to share our commitment to at least the following standards:

Business Conduct

Ethical Dealings – Honest dealing with customers and suppliers is essential to sound business relationships.  Banner seeks to give all potential suppliers fair consideration.  Decisions are based on objective criteria such as price, quality, and service capability as well as supplier’s reliability and integrity.  Giving or receiving any kickbacks, bribes or similar payments of any sort is prohibited.

Anti-Corruption – Banner’s commitment to dealing legally and ethically with governments and customers applies worldwide.  Company policy and laws such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and similar anti-corruption laws around the world prohibit our employees or their agents from giving or offering to give money or anything of value, directly or indirectly, to anyone for the purpose of inducing that person to affect any governmental act or decision, or to assist the Company in obtaining or retaining business or securing any improper advantage.  This prohibition applies to all customers, whether government-owned or controlled or not, and to all government officials regardless of rank and duty.

Banner suppliers may not act in any way, in their business relationship with Banner or otherwise, that violates this important principle.  Further, Banner suppliers must only work with suppliers that do not violate ethical standards through bribes, kickbacks, or other similar improper or unlawful payments.  Additionally, suppliers must maintain awareness and comply with all applicable laws and regulations of the countries of their operation.

Despite the fact that the U.S. Foreign Corrupt Practices Act sometimes permits payments to government officials called “facilitation payments,” or small payments made to obtain ministerial, governmental services to which the payor is entitled, Banner prohibits making such payments. In addition, no one acting on Banner’s behalf may make such a payment.

Gifts – Suppliers should be aware that it is not permissible for Banner employees to give, receive or solicit gifts, payments or other benefits that influence any business decision or that create the appearance of influencing any business decision.  Suppliers are therefore, discouraged from providing any gifts whatsoever and absolutely may not provide a gift or other benefit that is more than nominal in value (US $100) to a Banner employee once per year.  Cash or cash equivalent gifts (i.e., gift cards or gift certificates) are prohibited by Banner policy.

Entertainment – Suppliers should be aware that it is not permissible for Banner employees to be entertained in such a manner as to cause the employee to feel obligated to make a certain business decision.  The appearance of such an obligation must also be avoided.  Suppliers may entertain a Banner employee only when:

• The entertainment is incidental to a discussion pertaining to Banner business
• The entertainment is in a setting appropriate for a discussion about business
• The entertainment is reasonably priced
• The entertainment was not solicited by any Banner employee

Trade Compliance

Suppliers may not source any goods or services for Banner from any entity known to be headquartered in, or owned or controlled by a national of Cuba, Iran, North Korea, Sudan or Syria, or of any other individual or entity identified on an applicable denied or restricted party list.  Suppliers are also prohibited from providing Banner with goods originating from, transiting or shipping through, or even making a port stop in, irrespective of whether the goods are unloaded, any country subject to trade sanctions including Cuba, Iran, North Korea, Sudan, or Syria.

Conflict Free Minerals

The United Nations Group of Experts on the Democratic Republic of the Congo (DRC) determined the trade of certain minerals mined in the DRC, Angola, Burundi, Central African Republic, Congo, Rwanda, South Sudan, Tanzania, Uganda, and Zambia (the “Conflict Area”) have helped fuel war and human rights violations in the eastern region of the DRC.  “Conflict-free mineral” is currently defined as tantalum, tin, tungsten, gold, or their derivatives, that does not finance, directly or indirectly, armed groups through mining or mineral trading in the Conflict Area.  Banner is committed to sourcing materials, components, and products from suppliers who share our values and commitment to work towards a Conflict-free mineral supply chain.  Banner expects the same commitment from its suppliers. To further this goal, Banner requires its suppliers to (i) undertake reasonable due diligence with their supply chain to identify and document the source of origin of the minerals contained in the materials, components, and products provided to Banner, (ii) respond to Banner inquiries in support of Banner reporting requirements under Section 1502 of the US Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) adopt policies and systems to source Conflict-free minerals, and (iv) require your suppliers to adopt similar socially responsible sourcing practices and policies.

Environment

Banner suppliers and subcontractors will comply with environmental rules, regulations, and standards applicable to their operations, and will observe environmentally conscious practices in all locations where they operate.

RoHS (Restriction of Hazardous Substances) – The European Commission promulgated the RoHS Directive for the restriction of products with hazardous substances banned from entering the European Union.  Banner suppliers are expected to monitor, maintain, and declare adherence to this Directive, in its most current form.

REACH (Registration, Evaluation, Authorization and Restriction of Chemical Substances) – REACH is a regulation of the European Union, adopted to improve the protection of human health and the environment from the risks that can be posed by any potentially hazardous substance.  This regulation requires procedures for collecting, assessing, and reporting information on the properties and hazards of substances.   Banner suppliers are expected to maintain adherence to this regulation in its most current form.

Discrimination and Harassment

Banner suppliers and subcontractors shall not subject any person to discrimination in employment, including hiring, salary, benefits, advancement, discipline, termination or retirement, on the basis of gender, race, religion, age, disability, sexual orientation, nationality, political opinion, or social or ethnic origin.

Banner suppliers and subcontracts must treat their employees with respect and dignity.  No employee shall be subject to physical, sexual or psychological harassment or abuse.

Banner prohibits all forms of unlawful harassment, whether physical or verbal.  Generally speaking, “harassment” is any form of unwelcome behavior toward another person that is motivated by a characteristic protected by applicable law and has the purpose or effect of creating an intimidating, hostile or offensive work environment, such as unwanted sexual conduct, threats and offensive comments.

Banner prohibits retaliation for good faith reporting of a potential or actual violation of the Banner Supplier Code of Conduct.

Security

Banner suppliers and subcontractors will maintain facility security procedures to guard against the introduction of non-manifested cargo into outbound shipments (e.g. drugs, explosives, biohazards and / or other contraband).

Labor Practices

Forced Labor - Banner will not purchase products or components from suppliers that use forced labor, prison labor, indentured labor or exploited bonded labor, or permit their suppliers to do so.

Child Labor - Banner will not purchase products or components thereof manufactured by persons younger than 15 years of age or younger than the age of completing compulsory education in the country of manufacture where such age is higher than 15.  Banner suppliers shall not employ such children.

Universal Human Rights

Banner is committed to respecting human rights worldwide.  To that end, Banner practices and seeks to work with suppliers who promote the following standards in accordance with applicable law:

• Equal opportunity for employees at all levels regardless of color, race, gender, gender identity, age, ethnicity, national origin, sexual orientation, marital status, religion, veteran status, disability or any other characteristic protected by the law;
• Wages that enable employees to meet at least their basic needs, and opportunities for employees to improve their skills and capabilities;
• Legally mandated work hours and compensation for overtime hours in accordance with local laws;
• Respect for the employees’ lawful freedom of association; recognition of all legal rights to organize and collectively bargain; and working with government and communities in which we do business to improve the education, cultural, economic and social well-being in those communities.

Health and Safety

Banner suppliers and subcontractors shall provide a safe and healthy working environment to prevent accidents and injury to health arising out of, linked with, or occurring in the course of work or as a result of the operation of employer facilities.  Employers must fully comply with all applicable workplace conditions, safety and environmental laws.

In addition, any supplier representative providing on-site services in a Banner facility is required to adhere to all Banner safety standards.

Confidential/Proprietary Information

Suppliers must respect intellectual property rights and safeguard Banner information; transfer of technology and know-how must be done in a manner that protects intellectual property rights.

Reporting and Notification

Banner requires prompt notification from our suppliers of any failure to comply with this Code of Conduct or any illegal or criminal activity related to our business.

Failure to adhere to the Banner Supplier Code of Conduct may be grounds for terminating the supplier relationship depending on the seriousness of the violation and the particular circumstances.