Supplier Code of Conduct

Supplier Code of Conduct¹

Smith² is committed to upholding the highest standards of labor, human rights, environmental and ethical conduct. Similarly, Smith requires its suppliers (Supplier or collectively, Suppliers) to adhere to the same level of excellence as set forth in our Code of Conduct, the RBA Code of Conduct, and as provided in the governing laws and regulations, recognized international standards and conventions and global best practices.

Our suppliers are required to understand and meet these and other requirements as amended. From time to time, Supplier shall be required to participate in Smith’s assessment programs. In cases of non‐ compliance to this Supplier Code of Conduct (Code), Smith reserves the right to take all available action against Supplier for violations of this Code, including without limitation, the termination or reduction of business, onsite compliance auditing at Supplier’s expense, compensation and/or reimbursement to affected workers at Supplier’s expense, seeking damages, and/or termination of Smith’s agreement with Supplier.

A.                    LABOR AND HUMAN RIGHTS³

Smith is committed to upholding the human rights of all workers, and to treat them with dignity and respect as understood by the international community. This applies to all workers including temporary, student, contract, direct employees, and any other type of worker. Smith requires all Suppliers to adhere to the following labor and human rights standards:

1)                         Forced Labor, Prison Labor and Trafficking in Persons.

All forms of forced, bonded (including debt bondage) or indentured labor, involuntary or exploitative prison labor, slavery or trafficking of persons are strictly prohibited. This includes transporting, harboring, recruiting, transferring, or receiving persons by means of threat, force, coercion, abduction or fraud for labor or services. Supplier shall prohibit the engagement in any form of human trafficking or involuntary labor through threat, force, fraudulent claims, or other coercion.

There shall be no unreasonable restrictions on workers’ freedom of movement in the facility, in addition to unreasonable restrictions on entering or exiting company‐ provided facilities, including, if applicable, workers’ dormitories or living quarters. As part of the hiring process, workers must be provided with a written employment agreement in their native language that contains a description of terms and conditions of employment. Foreign migrant workers must receive the employment agreement prior to the worker departing from his or her country of origin and there shall be no substitution or change(s) allowed in the employment agreement upon arrival in the receiving country unless these changes are made to meet local law and provide equal or better terms. All work must be voluntary, and workers shall be free to leave work at any time or terminate their employment without penalty if reasonable notice is given as per worker’s contract. Suppliers, agents and sub‐agents may not hold or otherwise destroy, conceal, confiscate or deny access by employees to employees’ identity or immigration documents, such as government‐issued identification, passports, or work permits, unless the holding is required by law. In this case, at no time should workers be denied access to their documents. Workers shall not be required to pay for their employment. Suppliers shall maintain adequate controls to ensure that workers have not been charged recruitment or placement fees during their recruitment process. If any such fees are found to have been paid by workers, such fees shall be repaid to the worker.

2)                         Young Workers

Supplier shall not use child labor in any stage of manufacturing or in the provision of services or supplies. The term “child” refers to any person under the age of 15, or under the age for completing compulsory education, or under the minimum age for employment in the country, whichever is greatest. Further, Supplier shall not permit any employee under the age of 18 (Young Workers) to perform work that is likely to jeopardize his or her health or safety, including night shifts and overtime. Supplier shall have a process in place to verify the age of workers.

The use of legitimate workplace learning programs, which comply with all laws and regulations, is supported. Workers under the age of 18 (young workers) shall not perform work that is likely to jeopardize their health or safety, including night shifts and overtime. Suppliers shall ensure proper management of student workers through proper maintenance of student records, rigorous due diligence of educational partners, and protection of students’ rights in accordance with applicable law and regulations. Suppliers shall provide appropriate support and training to all student workers. In the absence of local law, the wage rate for student workers, interns and apprentices shall be at least the same wage rate as other entry‐level workers performing equal or similar tasks. If child labor is identified, assistance/remediation is provided.

3)                         Working Hours

Supplier’s working hours shall not to exceed the maximum set by local law. Further, a workweek should not be more than 60 hours per week, including overtime, except in emergency or unusual situations. All overtime must be voluntary. Workers shall be allowed at least one day off every seven days.

4)                         Wages and Benefits

Supplier’s compensation paid to workers shall comply with all applicable wage laws, including those relating to minimum wages, overtime hours and legally mandated benefits. In compliance with local laws, workers shall be compensated for overtime at pay rates greater than regular hourly rates. Deductions from wages as a disciplinary measure shall not be permitted. For each pay period, workers shall be provided with a timely and understandable wage statement that includes sufficient information to verify accurate compensation for work performed. All use of temporary, dispatch and outsourced labor will be within the limits of the local law.

5)                         Humane Treatment

There is to be no harsh or inhumane treatment including violence, gender‐based violence, sexual harassment, sexual abuse, corporal punishment, mental or physical coercion, bullying, public shaming, or verbal abuse of workers; nor is there to be the threat of any such treatment. Disciplinary policies and procedures in support of these requirements shall be clearly defined and communicated to workers.

6)                         Non‐Discrimination/Non‐Harassment

Supplier shall be committed to a workplace free of harassment and unlawful discrimination. Supplier shall not engage in discrimination or harassment based on race, color, age, gender, sexual orientation, gender identity and expression, ethnicity or national origin, disability, pregnancy, religion, political affiliation, union membership, covered veteran status, protected genetic information or marital status in hiring and employment practices such as wages, promotions, rewards, and access to training. Workers shall be provided with reasonable accommodation for religious practices.

7)                         Freedom of Association

In conformance with local law, Supplier shall respect the right of all workers to form and join trade unions of their own choosing, to bargain collectively, and to engage in peaceful assembly as well as respect the right of workers to refrain from such activities. Workers and/or their representatives shall be able to openly communicate and share ideas and concerns with management regarding working conditions and management practices without fear of discrimination, reprisal, intimidation, or harassment.

B.                         HEALTH AND SAFETY

Smith recognizes that in addition to minimizing the incidence of work‐related injury and illness, a safe and healthy work environment enhances the quality of products and services, consistency of production and worker retention and morale. Smith also recognize that ongoing worker input and education are essential to identifying and solving health and safety issues in the workplace.

The health and safety standards are:

1)                         Occupational Safety

Worker potential for exposure to health and safety hazards (chemical, electrical and other energy sources, fire, vehicles, and fall hazards, etc.) are to be identified and assessed, mitigated using the Hierarchy of Controls, which includes eliminating the hazard, substituting processes or materials, controlling through proper design, implementing engineering and administrative controls, preventative maintenance and safe work procedures (including lockout/tagout), and providing ongoing occupational health and safety training. Where hazards cannot be adequately controlled by these means, workers are to be provided with appropriate, well‐maintained, personal protective equipment, and educational materials about risks to them associated with these hazards. Reasonable steps must also be taken to remove pregnant women and ‘nursing mothers from working conditions with high hazards, remove or reduce any workplace health and safety risks to pregnant women and nursing mothers, including those associated with their work assignments, and provide reasonable accommodations for nursing mothers.

2)                         Emergency Preparedness

Potential emergency situations and events are to be identified and assessed, and their impact minimized by implementing emergency plans and response procedures including emergency reporting, employee notification and evacuation procedures, worker training, and drills.

Emergency drills must be executed at least annually or as required by local law, whichever is more stringent. Emergency plans should also include appropriate fire detection and suppression equipment, clear and unobstructed egress, adequate exit facilities, contact information for emergency responders, and recovery plans. Such plans and procedures shall focus on minimizing harm to life, the environment, and property.

3)                         Occupational Injury and Illness

Procedures and systems are to be in place to prevent, manage, track and report occupational injury and illness, including provisions to encourage worker reporting, classify and record injury and illness cases, provide necessary medical treatment, investigate cases and implement corrective actions to eliminate their causes, and facilitate the return of workers to work.

4)                         Industrial Hygiene

Worker exposure to chemical, biological, and physical agents is to be identified, evaluated, and controlled according to the Hierarchy of Controls. If any potential hazards were identified, Suppliers shall look for opportunities to eliminate and/or reduce the potential hazards. If elimination or reduction of the hazards is not feasible, potential hazards are to be controlled through proper design, engineering, and administrative controls. When hazards cannot be adequately controlled by such means, workers are to be provided with and use appropriate, well‐maintained, personal protective equipment free of charge. Protective programs shall be ongoing and include educational materials about the risks associated with these hazards.

5)                         Physically Demanding Work

Worker exposure to the hazards of physically demanding tasks, including manual material handling and heavy or repetitive lifting, prolonged standing, and highly repetitive or forceful assembly tasks is to be identified, evaluated, and controlled.

6)                         Machine Safeguarding

Production and other machinery shall be evaluated for safety hazards. Physical guards, interlocks, and barriers are to be provided and properly maintained where machinery presents an injury hazard to workers.

7)                         Sanitation, Food, and Housing

Workers are to be provided with ready access to clean toilet facilities, potable water and sanitary food preparation, storage, and eating facilities. Worker dormitories provided by the Supplier or a labor agent are to be maintained to be clean and safe, and provided with appropriate emergency egress, hot water for bathing and showering, adequate lighting and heat and ventilation, individually secured accommodations for storing personal and valuable items, and reasonable personal space along with reasonable entry and exit privileges.

8)                         Health and Safety Communication

Suppliers shall provide workers with appropriate workplace health and safety information and training in the language of the worker or in a language the worker can understand for all identified workplace hazards that workers are exposed to, including but not limited to mechanical, electrical, chemical, fire, and physical hazards. Health and safety related information shall be clearly posted in the facility or placed in a location identifiable and accessible by workers. Training is provided to all workers prior to the beginning of work and regularly thereafter. Workers shall be encouraged to raise any health and safety concerns without retaliation.

C.                         ENVIRONMENT

Smith recognizes that environmental responsibility is integral to producing the products and services at the level of excellence expected by our customers. Smith requires all suppliers to operate their facilities and

conduct their business in an environmentally responsible and socially conscious manner, in accordance with the following environmental standards, as applicable:

1)                         Environmental Permits and Reporting

All required environmental permits (e.g. discharge monitoring), approvals, and registrations are to be obtained, maintained, and kept current and their operational and reporting requirements are to be followed.

2)                         Pollution Prevention and Resource Reduction

Emissions and discharges of pollutants and generation of waste are to be minimized or eliminated at the source or by practices such as adding pollution control equipment; modifying production, maintenance, and facility processes; or by other means. The use of natural resources, including water, fossil fuels, minerals, and virgin forest products, is to be conserved by practices such as modifying production, maintenance and facility processes, materials substitution, re‐use, conservation, recycling, or other means.

3)                         Hazardous Substances

Chemicals, waste, and other materials posing a hazard to humans or the environment are to be identified, labeled, and managed to ensure their safe handling, movement, storage, use, recycling or reuse, and disposal.

4)                         Solid Waste

Supplier shall implement a systematic approach to identify, manage, reduce, and responsibly dispose of or recycle solid waste (non‐hazardous).

5)                         Air Emissions

Air emissions of volatile organic chemicals, aerosols, corrosives, particulates, ozone depleting substances, and combustion byproducts generated from operations are to be characterized, routinely monitored, controlled, and treated as required prior to discharge. Ozone‐ depleting substances are to be effectively managed in accordance with the Montreal Protocol and applicable regulations. Suppliers should conduct routine monitoring of the performance of its air emission control systems.

6)                         Materials Restrictions

Supplier shall adhere to all applicable laws, regulations, and customer requirements regarding the prohibition or restriction of specific substances in products and manufacturing, including labeling for recycling and disposal.

7)                         Water Management

Supplier shall implement a water management program that documents, characterizes, and monitors water sources, use and discharge; seeks opportunities to conserve water; and controls channels of contamination. All wastewater is to be characterized, monitored, controlled, and treated as required prior to discharge or disposal. Supplier shall conduct routine monitoring of the performance of its wastewater treatment and containment systems to ensure optimal performance and regulatory compliance.

8)                         Energy Consumption and Greenhouse Gas Emissions

Supplier shall establish a corporate‐wide greenhouse gas reduction goals. Energy consumption should be tracked, documented, and publicly reported against the greenhouse gas reduction goal. Supplier shall look for methods to improve energy efficiency and to minimize their energy consumption and greenhouse gas emissions.

D.                        BUSINESS PRACTICES AND ETHICS

1)                         Business Integrity

The highest standards of integrity are to be upheld in all business interactions. Suppliers shall have a zero‐ tolerance policy to prohibit any and all forms of bribery, corruption, extortion and embezzlement.

2)                         No Improper Advantage

Bribes or other means of obtaining undue or improper advantage are not to be promised, offered, authorized, given, or accepted. This prohibition covers promising, offering, authorizing, giving or accepting anything of value, either directly or indirectly through a third party, in order to obtain or retain business, direct business to any person, or otherwise gain an improper advantage. Monitoring, record keeping, and enforcement procedures shall be implemented to ensure compliance with anti‐corruption laws.

3)                         Disclosure of Information

All business dealings should be transparently performed and accurately reflected on Supplier’s business books and records. Information regarding Supplier’s labor, health and safety, environmental practices, business activities, structure, financial situation, and performance is to be disclosed in accordance with applicable regulations and prevailing industry practices. Falsification of records or misrepresentation of conditions or practices in the supply chain are unacceptable.

4)                         Intellectual Property

Intellectual property rights are to be respected, transfer of technology and know‐how is to be done in a manner that protects intellectual property rights, and customer and supplier information is to be safeguarded.

5)                         Fair Business, Advertising and Competition

Standards of fair business, advertising, and competition are to be upheld.

6)                         Protection of Identity and Non‐Retaliation

Programs that ensure the confidentiality, anonymity, and protection of supplier and employee whistleblowers are to be maintained, unless prohibited by law. Supplier should have a communicated process for their workers to be able to raise any concerns without fear of retaliation.

7)                         Privacy

Supplier shall commit to protect the reasonable privacy expectations of personal information of everyone they do business with, including suppliers, customers, consumers, and employees. Supplier shall comply with privacy and information security laws and regulatory requirements when personal information is collected, stored, processed, transmitted, and shared.

E.                         LAWS AND REGULATIONS

Supplier shall operate in full compliance with all applicable laws and regulations of the countries in which it operates.

 1)                  Trade Compliance

Supplier shall comply with all applicable trade control laws and regulations of the US, the European Union, Hong Kong, Singapore and other applicable jurisdictions. This includes without limitation, export licensing requirements, end user, end‐use, and end‐destination restrictions, prohibitions on dealings with sanctioned individuals and entities, including but not limited to persons on the U.S. Office of Foreign Assets Control’s (OFAC) Specially Designated Nationals and Blocked Persons List, or the U.S. Department of Commerce Denied Persons List, Bureau of Information and Security (BIS) Entity List, Military End‐User List, and Military Intelligence End‐User List as amended, entities otherwise subject to military end‐use restrictions, as well as the Uyghur Forced Labor Prevention Act (UFLPA) Entity List.

2)                         Responsible Sourcing of Minerals

Supplier shall adopt a policy and exercise due diligence on the source and chain of custody of the tantalum, tin, tungsten, and gold in the products they manufacture to reasonably assure that they are sourced in a way consistent with the Organisation for Economic Co‐operation and Development (OECD) Guidance for Responsible Supply Chains of Minerals from Conflict‐ Affected and High‐Risk Areas or an equivalent and recognized due diligence framework.

Further in compliance with the UFLPA, Supplier shall not purchase or otherwise obtain products (including inputs and raw materials) from any entities (a) located in the Xinjiang Uyghur Autonomous Region (Xuar) or a country, region, or territory subject to import restrictions by U.S. Customs and Border Protection (CBP) or the customs authority of other relevant jurisdictions; or (b) subject to CBP’s or the custom authority of other relevant jurisdictions’ import restrictions, including but not limited to the UFLPA Entity List.

At Smith’s request, Supplier shall:

• Certify that forced labor was not employed in any stage of manufacture of the merchandise or any component thereof and that Suppliers do not purchase or otherwise obtain (directly or indirectly) any inputs (e.g., raw materials) used to produce the goods sold to Smith from any entities (a) located in Xuar or a country, region, or territory subject to import restrictions by CBP or the customs authority of other relevant jurisdictions; or (b) subject to CBP’s or the custom authority of other relevant jurisdictions’ import restrictions, including but not limited to the UFLPA Entity List;
• Provide information to Smith with respect to the providers of the inputs (including downstream suppliers) used to produce the goods, including, but not limited to, purchase orders, invoices, bill of ladings, transportation documents, importation documents, pictures of raw materials, etc.;
• Respond to Smith’s due diligence inquiries or requests for information made by Smith to ensure the compliance of the Suppliers goods with U.S. Customs and Border Protection or other customs authorities’ requirements; and
• Fully cooperate in any forced labor related enforcement action brought by CBP or the customs authority of other relevant jurisdictions.

F.                          MANAGEMENT SYSTEMS

Supplier shall adopt or establish a system to manage the elements of this Code. The management systems should consist of the following:

1)                         Company Commitment

Corporate social and environmental responsibility policy statements affirming Supplier’s commitment to compliance and continual improvement, endorsed by executive management, and posted in the facility in the local language.

2)                         Management Accountability and Responsibility

Supplier shall clearly identify senior executive and company representative(s) responsible for ensuring implementation of the management systems and associated programs. Senior management shall review the status of the management systems on a regular basis.

3)                         Legal and Customer Requirements

Supply shall have a process to identify, monitor and understand applicable laws, regulations, and customer requirements, including the requirements of this Code.

4)                         Risk Assessment and Risk Management

Supplier shall have a process to identify the legal compliance, environmental, health and safety, and labor practice and ethics risks associated with Supplier’s operations. Determination of the relative significance for each risk and implementation of appropriate procedural and physical controls to control the identified risks and ensure regulatory compliance.

Areas to be included in a risk assessment for environmental health and safety are production areas, warehouse and storage facilities, plant/facilities support equipment, laboratories and test areas, sanitation facilities (bathrooms), kitchen/cafeteria and worker housing/dormitories.

5)                         Improvement Objectives

Supplier shall have written performance objectives, targets and implementation plans to improve the Supplier’s social, environmental, and health and safety performance, including a periodic assessment of Supplier’s performance in achieving those objectives.

6)                         Training

Supplier shall implement programs to train managers and workers to implement Supplier’s policies, procedures, and improvement objectives and to meet applicable legal and regulatory requirements.

7)                         Communication

Supplier shall have a process for communicating clear and accurate information about Supplier’s policies, practices, expectations, and performance to workers, suppliers, and customers.

8)                         Worker Feedback, Participation and Grievance

Supplier shall have ongoing processes, including an effective grievance mechanism, to assess workers’ understanding of and obtain feedback on or violations against practices and conditions covered by this Code and to foster continuous improvement. Workers must be given a safe environment to provide grievance and feedback without fear of reprisal or retaliation.

9)                         Audits and Assessments

Supplier shall conduct periodic self‐evaluations to ensure conformity to legal and regulatory requirements, the content of the Code, and customer contractual requirements related to social and environmental responsibility.

10)                      Corrective Action Process

Supplier shall have a process for timely correction of deficiencies identified by internal or external assessments, inspections, investigations, and reviews.

11)            Documentation and Records

Supplier shall create and maintain documents and records to ensure regulatory compliance and conformity to Supplier corporate requirements along with appropriate confidentiality to protect privacy.

12)            Supplier Responsibility

Supplier shall have a process to communicate Code requirements to suppliers and to monitor supplier compliance to the Code.

¹ As amended and, effective May 1, 2023. The Code may be further amended from time to time. Additionally, the information contained is subject to change without notice.

² Smith includes N.F. Smith & Associates, L.P., Smith & Associates Europe B.V., Smith & Associates Far East Ltd. and its affiliated companies.

³ This Code is not intended to create new or additional third party rights, including for workers.