FOREIGN CORRUPT PRACTICES ACT AND ANTI-CORRUPTION COMPLIANCE POLICY. Adopted April 30, 2014

Transcription

1 FOREIGN CORRUPT PRACTICES ACT AND ANTI-CORRUPTION COMPLIANCE POLICY Adopted April 30, _1

2 TABLE OF CONTENTS I. POLICY STATEMENT... 1 II. KEY TERMS... 2 III. SCOPE AND APPLICABILITY OF THIS POLICY... 3 A. Expectations for All Company Personnel and Business Partners... 3 B. Expectations for All Supervisors of Company Personnel... 4 C. Good Faith Reporting... 5 IV. THE U.S. FOREIGN CORRUPT PRACTICES ACT... 5 A. Anti-Bribery Requirements... 5 B. Accounting Requirements... 6 C. Third Party Requirements... 7 D. Potentially Permissible Payments and Items of Value... 7 V. THE U.K. BRIBERY ACT VI. FACILITATING PAYMENTS PROHIBITED... 8 VII. PERSONAL SAFETY PAYMENTS... 8 VIII. FINES, PENALTIES, IMPRISONMENT AND DISCIPLINARY ACTION... 9 IX. BUSINESS PRACTICES REQUIRED BY THIS POLICY... 9 A. General Considerations... 9 B. Spot and Review Red Flags C. FCPA and Anti-Corruption Training of Company Personnel and Business Partners D. Monitoring Compliance and Expectation of Cooperation APPENDIX A - FCPA and Anti-Corruption Compliance Policy Acceptance and Compliance Certification

3 I. POLICY STATEMENT Academy, Ltd., a Texas limited partnership doing business as Academy Sports + Outdoors (together with its subsidiaries and affiliates, Academy ), is committed to conducting its worldwide operations ethically and in compliance with all Applicable Anti-Corruption Laws (as such capitalized term is defined in Section II of this Policy (Key Terms)), which may include but are not limited to the U.S. Foreign Corrupt Practices Act ( FCPA ) and the U.K. Bribery Act 2010 (the UKBA ) 1. Academy strictly prohibits all forms of bribery and corruption and will take all reasonable and necessary steps to ensure that they do not occur in Academy s business activities. This Foreign Corrupt Practices Act and Anti-Corruption Compliance Policy (this Policy ), along with Academy s Ethics and Code of Conduct Policy, set forth the standards and practices that Academy and all of its Company Personnel and Business Partners (as such capitalized terms are defined in Section II of this Policy (Key Terms)), worldwide, must follow in furtherance of Academy s commitment to conduct its operations ethically and in compliance with all Applicable Anti-Corruption Laws. U.S. and non-u.s. anti-corruption laws directly affect everyday business interactions between Academy and third parties, governments, government officials, government-owned or government-controlled entities and employees of such entities. Under the FCPA, it is illegal for U.S. persons, including U.S. companies and their subsidiaries, officers, directors/managers, employees and agents, to bribe non-u.s. government officials. Under the UKBA, it is illegal for any person or business with a connection to the U.K. to directly or indirectly offer, promise, give, request or receive an advantage to or from another person with the intention that either person improperly perform a function or activity or secure an improper business advantage. The penalties for violating the FCPA or UKBA are serious. Companies that violate the FCPA or UKBA can be subject to severe fines and other penalties and individuals who violate the FCPA or UKBA may be subject to imprisonment and fines. Aside from the FCPA and UKBA, Academy may also be subject to anti-corruption laws in the countries in which Academy conducts business activities. Other countries may impose additional severe fines and penalties on companies and individuals for violating their Applicable Anti-Corruption Laws. This Policy generally sets forth Academy s expectations and requirements for compliance by all of its Company Personnel and Business Partners with those Applicable Anti-Corruption Laws. 1 Although the UKBA s provisions apply only to persons or businesses with a connection to the U.K., this Policy requires that Academy and its Company Personnel and Business Partners comply with the anti-corruption standards required by the UKBA. However, inclusion of the UKBA in this Policy is not meant to infer that Academy does business in the U.K. or otherwise has any connection to the U.K. that would make the UKBA applicable to Academy in any legal forum. 1

4 II. KEY TERMS The following terms are used throughout this Policy with the meanings ascribed to them below. Anything of Value: Anything of Value is a broadly construed term that includes, but is not limited to: (1) cash and cash equivalents in any amount; (2) gifts and gift cards; (3) meals, entertainment, and other hospitality; (4) travel and lodging; (5) training; (6) in-kind services; (7) business, employment, education or investment opportunities; (8) contractual rights or interests; (9) discounts or credits; (10) commissions, kickbacks, rebates, loans, or other compensation; (11) payment of other expenses; and (12) political donations or charitable contributions. Applicable Anti-Corruption Laws: Applicable Anti-Corruption Laws means all relevant U.S. and non-u.s. anti-corruption laws and regulations applicable to Academy s worldwide business activities, which may include but are not limited to the FCPA, the UKBA and any country s other relevant anti-corruption laws and regulations. Business Partner: Business Partner means Academy and all of its vendors, suppliers, consultants, agents, accountants, law firms, public relations firms, contractors and other service or merchandise providers, wherever located in the world, that are engaged to act on Academy s behalf outside of the United States or with respect to transactions involving Foreign Government Officials. Company Personnel: Company Personnel means Academy s and its subsidiaries and affiliates respective board members, officers, directors/managers, associates, employees and temporary agency and contract-basis personnel, wherever located in world. Ethics Committee: Ethics Committee means the committee designated by Academy under its Ethics and Code of Conduct Policy and responsible for implementing this Policy. Foreign Government Official: A Foreign Government Official means any: (1) officer, official, employee or agent of any non-u.s. government or public international organization (e.g., United Nations, World Bank) or any agency, department, or instrumentality thereof (including officers, officials, employees or agents of a company or business owned (even partially), controlled, or operated by any non-u.s. government); (2) non-u.s. political party or officer, official, employee or agent of a non-u.s. political party; (3) candidate for non- U.S. political office; or (4) person acting on behalf of any of the above. General Counsel: General Counsel means the head of Academy s legal department, as designated by the President of Academy, who is responsible for the administration and oversight of this Policy, including the response to inquiries from Company Personnel and Business Partners regarding their compliance with this Policy. 2

5 III. SCOPE AND APPLICABILITY OF THIS POLICY This Policy applies to situations in which Company Personnel or Business Partners may give or offer Anything of Value to a Foreign Government Official in order to obtain or retain business or an improper business advantage, and/or related recordkeeping requirements to maintain adequate books and records and internal controls over financial transactions. This Policy also applies to situations in which Company Personnel or Business Partners may offer, promise or give Anything of Value to, or request or receive Anything of Value from, other persons involving Academy business with the intent to bring about or to reward the improper performance of a function or activity or secure an improper business advantage. This Policy covers all worldwide activities conducted by Academy and all of its Company Personnel and Business Partners. Despite its international focus, this Policy applies equally to Company Personnel and Business Partners who conduct Academy business solely in the United States, as well as to Company Personnel and Business Partners working for or on behalf of Academy outside the United States. Compliance with this Policy is mandatory for all Company Personnel and Business Partners. All Company Personnel and Business Partners must also review and comply with Academy s Ethics and Code of Conduct Policy, and all Business Partners must comply with Academy s Purchase Order Terms and Conditions, if applicable. These policies and terms and conditions prohibit Company Personnel and Business Partners from offering, promising, paying or accepting Anything of Value that is given to obtain an improper business advantage. A. Expectations for All Company Personnel and Business Partners Academy expects all Company Personnel and Business Partners to: Understand and comply with this Policy and all Applicable Anti-Corruption Laws in connection with their business dealings on behalf of Academy throughout the world; Act with the utmost level of integrity in connection with their business dealings on behalf of Academy throughout the world, avoiding even the appearance of impropriety; Attend training sessions relating to this Policy and the application of all Applicable Anti- Corruption Laws, as requested; Ask any questions, raise any concerns or report any possible violations regarding this Policy or any Applicable Anti-Corruption Laws through any of the resources available at Academy, as described by Section III.C of this Policy (Good Faith Reporting); Take the necessary steps to make sure any Company Personnel, Business Partner or other party acting on Academy s behalf understands and complies with this Policy; Maintain timely, accurate, and complete books and records of and internal controls over all expenditures made by or on behalf of Academy; 3

6 Understand and respect the policies of other companies and non-u.s. government agencies with which Academy does business; and Certify, as requested, that they have read, understood and complied with this Policy and all Applicable Anti-Corruption Laws, in form and substance contained in the form of FCPA and Anti-Corruption Compliance Policy Acceptance and Compliance Certification appended to this Policy as Appendix A. Academy also expects all Company Personnel and Business Partners to consider the following questions when in doubt about a particular course of conduct covered by this Policy: Is the conduct legal? Is the conduct ethical? Does the conduct comply with this Policy? Does the conduct comply with Academy s Ethics and Code of Conduct Policy and/or Purchase Order Terms and Conditions? Would the conduct reflect positively on Academy or me personally? If the answer to any of these questions is no, Company Personnel and Business Partners must not engage in the conduct. B. Expectations for All Supervisors of Company Personnel In addition to the expectations discussed above, Academy expects all supervisors of Company Personnel to promote a culture of compliance with this Policy and must: Ensure that all Company Personnel under his/her supervision understand their obligations under this Policy; Create an environment that enables and encourages Company Personnel to raise concerns or questions regarding any conduct covered by this Policy; Never request directly or implicitly that Company Personnel, Business Partners or third parties engaged by Business Partners achieve business results at all costs, especially at the expense of obligations under this Policy or any Applicable Anti-Corruption Laws; Report any known, potential or suspected violation of this Policy to Academy s General Counsel and/or legal department, Human Resources, or the Ethics Committee; and Respond, as appropriate, to questions and concerns related to this Policy, or refer such questions and concerns to Academy s General Counsel and/or legal department, Human Resources, or the Ethics Committee. 4

7 C. Good Faith Reporting All Company Personnel and Business Partners are expected to raise good faith concerns and to report all activity which may be a violation of Applicable Anti-Corruption Laws or may fail to comply with this Policy or Academy s Ethics and Code of Conduct Policy or Purchase Order Terms and Conditions. All reports will be kept confidential, and there will be no retribution of any kind for reports made in good faith. Company Personnel and Business Partners may ask questions, raise concerns or report possible violations regarding this Policy, Academy s Ethics and Code of Conduct Policy or Purchase Order Terms and Conditions or any Applicable Anti-Corruption Laws through any of the following resources available at Academy: Your supervisor or Academy s Human Resources Department, if you are Company Personnel; Your Academy relationship contact, if you are a Business Partner; Academy s Ethics Committee; Academy s General Counsel and/or legal department; Academy s Aware Line, available at: 1-(888) or via awareline.academy.com (which may be used anonymously, except as may be explained to Company Personnel and Business Partners outside the United States in countries that may allow confidentiality but not anonymity); Academy s dedicated ethics compliance address: ethics@academy.com (which may be used anonymously, except as may be explained to Company Personnel and Business Partners outside the United States in countries that may allow confidentiality but not anonymity); and/or Academy s mailing address: Academy Sports + Outdoors, 1800 N. Mason Rd., Katy, Texas, USA 77449, Attn: General Counsel (which may be used anonymously, except as may be explained to Company Personnel and Business Partners outside the United States in countries that may allow confidentiality but not anonymity). IV. THE U.S. FOREIGN CORRUPT PRACTICES ACT A. Anti-Bribery Requirements The U.S. Foreign Corrupt Practices Act ( FCPA ) and this Policy prohibit Company Personnel and Business Partners from offering, promising, giving, or authorizing the provision of Anything of Value, either directly or indirectly, to any Foreign Government Official with the intent to: influence a desired action; 5

8 induce a person to act or refrain from acting in order to violate a lawful duty; obtain or retain business or secure any improper business advantage; or influence the decision of a non-u.s. government or non-u.s. government instrumentality. Company Personnel and Business Partners may not offer Anything of Value regardless of amount to a Foreign Government Official in return for favorable business treatment. This prohibition includes payments by Company Personnel or Business Partners to third-parties knowing or having reason to know that the third-party will use any part of the payment for bribes to Foreign Government Officials on behalf of Academy. B. Accounting Requirements The FCPA includes accounting requirements applicable to certain companies that are traded publicly in the United States. For those companies, the FCPA explicitly imposes recordkeeping and internal control requirements that extend to the company s non-u.s. and U.S. subsidiaries. It is, for example, a separate and independent violation for a company to book as consultant fees money paid to a third party for other reasons, regardless of whether the funds actually can be traced to a non-u.s. government official. Many FCPA enforcement actions brought by U.S. regulators arise from accounting violations. Although the FCPA s accounting provisions apply only to issuers of securities on U.S. exchanges, this Policy requires that Academy and its Company Personnel and Business Partners comply with the recordkeeping and internal control standards required by the FCPA and maintain accurate financial records to avoid risky or suspicious payments. All expenditures made by or on behalf of Academy must be timely and accurately recorded in Academy s books and records or, in the case of a Business Partner, in the Business Partner s books and records and all transaction entries must include reasonable detail so that the accounting records fairly reflect the transactions. At a minimum, all transactions made by or on behalf of Academy must: occur only with appropriate Academy authorization; be recorded in accordance with generally accepted accounting principles ( GAAP ); and be periodically reviewed to identify and correct any accounting discrepancies, errors, and omissions. Anything of Value that is given or extended by Academy or its Company Personnel or Business Partners to Foreign Government Officials (whether in accordance or in violation of this Policy) must be recorded properly in Academy s books and records or, in the case of a Business Partner, in the Business Partner s books and records, according to this Policy, and include the following details: the name(s) and position(s) of the Company Personnel, Business Partner(s) and/or Foreign Government Official(s) involved; a description and value of Anything of Value that was provided; and 6

9 a description of the purpose of Anything of Value that was provided. Academy will not tolerate false, misleading, or inaccurate entries in Academy s books and records. Company Personnel who falsify Academy s accounting records will be subject to disciplinary action, up to and including termination. Business Partners who falsify their accounting records with respect to transactions by or on behalf of Academy will be subject to termination of their commercial relationship with Academy. See Section IX.B of this Policy (Spot and Review Red Flags) for examples of accounting Red Flags (as such capitalized term is defined in Section IX.B of this Policy (Spot and Review Red Flags)). C. Third Party Requirements Academy may be liable under the FCPA if the third parties that Business Partners engage (e.g., agents, consultants, accountants, law firms, vendors, distributors, logistics providers, and freight forwarders) improperly offer, promise, give, or authorize giving Anything of Value to Foreign Government Officials on behalf of Academy. As such, Company Personnel and Business Partners may not indirectly provide or extend Anything of Value to Foreign Government Officials through such third parties in order to secure an improper business advantage. Business Partners must conduct a reasonable level of due diligence on all third parties engaged to act on Academy s behalf outside of the United States or with respect to transactions involving Foreign Government Officials prior to engaging them to ensure that Academy and its Business Partners only enter into business relationships with reputable, qualified third parties that are willing and able to comply with this Policy, Academy s Ethics and Code of Conduct Policy and Purchase Order Terms and Conditions and all Applicable Anti-Corruption Laws. Such third parties may warrant further diligence by Business Partners when Red Flags (as such capitalized term is defined in Section IX.B of this Policy (Spot and Review Red Flags) are present. Business Partners may not engage a third party if there is any reason to suspect that the third party may attempt to offer, promise, provide or authorize providing Anything of Value to a Foreign Government Official or otherwise violate this Policy or any Applicable Anti-Corruption Laws. All third parties engaged by Business Partners to act on Academy s behalf outside of the United States or with respect to transactions involving Foreign Government Officials must, where possible, agree to comply with all Applicable Anti-Corruption Laws, this Policy, Academy s Ethics and Code of Conduct Policy or Purchase Order Terms and Conditions, and to not engage in improper business conduct, such as bribery and other corruption activities, with the intent to improperly influence behaviors or obtain any improper business advantage for Academy. Any such third parties who violate this Policy may be subject to termination of all commercial relationships with Academy. D. Potentially Permissible Payments and Items of Value In very limited circumstances and only with the prior written approval of the Ethics Committee, it may be permissible under this Policy for Company Personnel, Business Partners or third parties engaged by Business Partners to provide something of value to a Government Official. Section IX.A of this Policy (Business Practices Required by this Policy General Considerations) sets forth the requirements pursuant to which something of value may be provided to Foreign Government Officials in accordance with this Policy. 7

10 V. THE U.K. BRIBERY ACT 2010 The U.K. Bribery Act 2010 (the UKBA ) prohibits any person or business with a connection to the U.K., and this Policy prohibits all Company Personnel and Business Partners, from directly or indirectly offering, promising or giving an advantage to another person with the intention that the person improperly perform a function or activity. Thus, the UKBA s prohibitions are not limited to payments or benefits provided to Foreign Government Officials. The UKBA also prohibits any person or business with a connection to the U.K., and this Policy prohibits all Company Personnel and Business Partners, from making improper payments or benefits to anyone to secure an improper business advantage. Unlike the FCPA, the UKBA also prohibits any person or business with a connection to the U.K., and this Policy prohibits all Company Personnel and Business Partners, from making Facilitating Payments (as such capitalized term is defined in Section VI of this Policy (Facilitating Payments Prohibited). Finally, unlike the FCPA, the UKBA also prohibits any person or business with a connection to the U.K., and this Policy prohibits all Company Personnel and Business Partners, from directly or indirectly requesting, agreeing to receive or accepting a bribe. VI. FACILITATING PAYMENTS PROHIBITED Facilitating Payments by Company Personnel or Business Partners are strictly prohibited under the UKBA and this Policy. Facilitating Payments are small payments to Foreign Government Officials made to expedite or facilitate a Foreign Government Official s performance of a non-discretionary, routine governmental action, such as processing government paperwork or providing telephone or mail service. If a Facilitating Payment is made in violation of this Policy, then the Facilitating Payment must be reported promptly so that the Facilitating Payment can be properly addressed and recorded appropriately in Academy s books and records or, in the case of a Business Partner, in the Business Partner s financial records, in accordance with Section IV.B of this Policy (Accounting Requirements). Section III.C of this Policy (Good Faith Reporting) describes the resources available at Academy through which Company Personnel and Business Partners may ask any questions, raise any concerns or report any possible violations regarding this Policy or any Applicable Anti-Corruption Laws. VII. PERSONAL SAFETY PAYMENTS Academy recognizes that Company Personnel may confront situations in which seemingly non-routine payments are demanded, without advance notice or disclosure, by Foreign Government Officials, non-u.s. quasi-government officials or others claiming to exercise non- U.S. government official authority. This Policy permits such payment to be made only in those situations where harm to an individual s health or safety appears imminent, or where Company Personnel believe they or others may be in imminent danger, if payment is not made (a Personal Safety Payment ). The circumstances surrounding any actual, potential or suspected Personal Safety Payment must be reported as soon as possible. Section III.C of this Policy (Good Faith Reporting) describes the resources available at Academy through which Company Personnel and Business Partners may ask any questions, raise any concerns or report any possible violations regarding this Policy or any Applicable Anti-Corruption Laws. In all such cases, the payment of any Personal Safety Payment must be recorded appropriately in Academy s books and records or, in the case of a Business Partner, in the Business Partner s financial records, in accordance with Section IV.B of this Policy (Accounting Requirements). 8

11 VIII. FINES, PENALTIES, IMPRISONMENT AND DISCIPLINARY ACTION The penalties for violating the FCPA and UKBA are severe. Individuals who violate these Applicable Anti-Corruption Laws may face fines and imprisonment, and companies can be subject to fines and other penalties. Individuals and companies found to have violated the FCPA also may suffer collateral consequences, such as exclusion or debarment from certain federal programs, ineligibility to receive import/export licenses or suspension or debarment from the securities industry. Other countries may also impose severe fines and other penalties on companies and individuals for violating their Applicable Anti-Corruption Laws. Company Personnel who violate this Policy or any of the Applicable Anti-Corruption Laws will also be subject to disciplinary action by Academy, up to and including termination by Academy. In addition, Academy has the right to terminate contracts and relationships with Business Partners that are unwilling or unable to represent or work with Academy in a manner consistent with this Policy or any Applicable Anti-Corruption Laws. IX. BUSINESS PRACTICES REQUIRED BY THIS POLICY A. General Considerations Meals and Entertainment. Business meals and entertainment for a Foreign Government Official are permitted only with the prior written approval of the Ethics Committee (including the anticipated costs), and only when such business meals and entertainment are reasonable and directly related to legitimate Academy business interests or the fulfillment of a contractual obligation related to Academy s business, products, or services. Business meals and entertainment must never be offered to a Foreign Government Official or anyone else under circumstances that might reasonably be viewed as creating the appearance of impropriety or if the payment is unlawful under the FCPA, UKBA, or other Applicable Anti-Corruption Laws, in conflict with Academy s Ethics and Code of Conduct Policy or Purchase Order Terms and Conditions or inconsistent with any relevant contractual language. Business meals and entertainment must be properly recorded on Academy s books and records or, in the case of a Business Partner, in the Business Partner s financial records, in accordance with Section IV.B of this Policy (Accounting Requirements). Academy will not pay for business meals and entertainment for family members or companions of Government Officials except under limited circumstances and as approved in advance by the Ethics Committee. Company Personnel and Business Partners must not use their own funds (i.e., ones for which they will not seek reimbursement from Academy) to provide business meals and entertainment. Company Personnel and Business Partners should contact Academy with questions regarding whether any business meal or entertainment is permitted by this Policy or Applicable Anti- Corruption Laws. Section III.C of this Policy (Good Faith Reporting) describes the resources available at Academy through which Company Personnel and Business Partners may ask any questions, raise any concerns or report any possible violations regarding this Policy or any Applicable Anti-Corruption Laws. Gifts. Gifts to a Foreign Government Official are permitted only with the prior written approval of the Ethics Committee (including anticipated costs), and only when: (1) the gift is made as a courtesy or token of regard or esteem, a commemorative item, or in return 9

12 for hospitality and the cost of the item is reasonable and is in line with local customs; (2) the gift bears Academy s name or logo and/or is of nominal value; (3) the ceremonial value of the gift exceeds its intrinsic value; (4) the gift is not in the form of cash or cash equivalent (e.g., gift card); (5) the gift is given openly rather than secretly; and (6) the gift is properly recorded on Academy s books and records or, in the case of a Business Partner, in the Business Partner s financial records, in accordance with Section IV.B of this Policy (Accounting Requirements). Gifts must never be offered to a Foreign Government Official or anyone else under circumstances that might reasonably be viewed as creating the appearance of impropriety or if the gift is unlawful under the FCPA, UKBA, or other Applicable Anti-Corruption Laws, in conflict with Academy s Ethics and Code of Conduct Policy or Purchase Order Terms and Conditions or inconsistent with any relevant contractual language. Academy will not pay for gifts for family members or companions of Government Officials except under limited circumstances and as approved in advance by the Ethics Committee. Company Personnel and Business Partners must not use their own funds (i.e., ones for which they will not seek reimbursement from Academy) to provide gifts. Company Personnel and Business Partners should contact Academy with questions regarding whether any gift is permitted by this Policy or Applicable Anti-Corruption Laws. Section III.C of this Policy (Good Faith Reporting) describes the resources available at Academy though which Company Personnel and Business Partners may ask any questions, raise any concerns or report any possible violations regarding this Policy or any Applicable Anti-Corruption Laws. Travel and Lodging. Academy may provide travel and lodging expenses to a Foreign Government Official only with the prior written approval of the Ethics Committee (including anticipated costs), and only when: (1) such expenses are reasonable and directly related to Academy s legitimate business interests, such as business meetings, inspections, promotional visits, and training sessions that are directly related to the demonstration, promotion, performance or explanation of Academy s business; and (2) the travel and lodging is properly recorded on Academy s books and records or, in the case of a Business Partner, in the Business Partner s financial records, in accordance with Section IV.B of this Policy (Accounting Requirements). Travel and lodging expenses must never be offered to a Foreign Government Official or anyone else under circumstances that might reasonably be viewed as creating the appearance of impropriety or if the payments are unlawful under the FCPA, UKBA, or other Applicable Anti-Corruption Laws, in conflict with Academy s Ethics and Code of Conduct Policy or Purchase Order Terms and Conditions or inconsistent with any relevant contractual language. Academy will not pay for or reimburse a Foreign Government Official s side trips or the travel and lodging expenses of family members or companions of Government Officials except under limited circumstances and as approved in advance by the Ethics Committee. Company Personnel and Business Partners must not use their own funds (i.e., ones for which they will not seek reimbursement from Academy) to provide travel and lodging expenses. Company Personnel and Business Partners should contact Academy with questions regarding whether any travel and lodging expenses are permitted by this Policy or Applicable Anti-Corruption Laws. Section III.C of this Policy (Good Faith Reporting) describes the resources available at Academy through which Company Personnel and Business Partners may ask any questions, raise any concerns or report any possible violations regarding this Policy or any Applicable Anti-Corruption Laws. 10

13 Political Contributions. All political contributions made by or on behalf of Academy must be pre-approved in writing by the Ethics Committee. Company Personnel and Business Partners must not use their own funds to make political contributions to a Foreign Government Official for any purpose intended to be, or which could be reasonably construed to be, connected in any way to Academy s business activities, without the Ethics Committee s prior written approval. Charitable Contributions. All charitable contributions made by or on behalf of Academy must be pre-approved in writing by the Ethics Committee. Company Personnel and Business Partners must not use their own funds to make charitable contributions to a Foreign Government Official for any purpose intended to be, or which could be reasonably construed to be, connected in any way to Academy s business activities, without the Ethics Committee s prior written approval. Records. All records, reports, and documents related to steps taken by Company Personnel or Business Partners to obtain the Ethics Committee s prior written approval for business courtesies extended to Government Officials (whether approved or denied), as well as any other records, reports, and documents prepared by Academy or Company Personnel in such matters, shall be maintained by Academy s General Counsel and/or legal department and accounting department, and in accordance with Academy s record retention policies. Solicitation and Extortion. On occasion, a Foreign Government Official, or someone claiming to act on his or her behalf, may attempt to solicit or extort improper payments, gifts, entertainment, or Anything of Value from Company Personnel and/or Business Partners. In any such case, Company Personnel and/or the Business Partner must inform the Foreign Government Official that Academy does not improperly provide Anything of Value to Foreign Government Officials, and immediately report such conduct to Academy s General Counsel and/or legal department. Commercial Bribery. Company Personnel and Business Partners must not (1) offer, promise, give, or authorize giving Anything of Value to any employee, agent, or representative of another company to induce or reward his or her taking or failing to take any action, or making a decision, in breach of an expectation or duty of good faith, impartiality, and/or trust; (2) agree to provide Anything of Value to any employee, agent, or representative of another company when directly or indirectly requested or demanded by the individual to act or refrain from acting in relation to his or her duties; or (3) request, agree to receive, or accept Anything of Value from any employee, agent, or representative of another company or entity as an inducement or reward for his or her acting or refraining from acting in relation to his or her duties. 11

14 Due Diligence on Business Partners. Academy may be liable under the FCPA if Business Partners improperly offer, promise, give, or authorize giving Anything of Value to Foreign Government Officials on behalf of Academy. Before engaging any Business Partner, Company Personnel must conduct a reasonable level of due diligence on such Business Partner to ensure that Academy only enters into business relationships with reputable, qualified Business Partners that are willing and able to comply with this Policy, Academy s Ethics and Code of Conduct Policy and Purchase Order Terms and Conditions and all Applicable Anti-Corruption Laws. Business Partners may warrant further diligence when Red Flags (as such capitalized term is defined in Section IX.B of this Policy (Spot and Review Red Flags)) are present. The due diligence process may be performed periodically throughout the Business Partner s engagement with Academy to ensure the Business Partner s compliance with all Applicable Anti-Corruption Laws, this Policy, Academy s Ethics and Code of Conduct Policy and Purchase Order Terms and Conditions and any relevant contractual language. Company Personnel may not engage a Business Partner if there is any reason to suspect that the Business Partner may attempt to offer, promise, provide or authorize providing Anything of Value to a Foreign Government Official or otherwise violate this Policy, Academy s Ethics and Code of Conduct Policy and Purchase Order Terms and Conditions, as applicable, or any Applicable Anti-Corruption Laws. Any Business Partners who violate this Policy may be subject to termination of all commercial relationships with Academy. Payments to Business Partners. Unless specifically authorized by this Policy or the Ethics Committee, no payment to any Business Partner may be made or delivered: in cash or cash equivalents (including gift cards); with corporate checks payable to cash, bearer, or third-party designees of the party entitled to payment; or to an individual, entity, or account outside the recipient s country of residency. Company Personnel must ensure that Academy s accounting records (including expense reports) contain sufficient detail, in accordance with Section IV.B of this Policy (Accounting Requirements), so that the recipient(s) and purpose of the payment to a Business Partner is clear and the transaction is accurately recorded. Contracts with Business Partners. No Business Partner may act on Academy s behalf, and no Company Personnel may cause Academy to pay any Business Partner, until a written contract is in place with that Business Partner, and the Business Partner is approved by Academy s business unit responsible for the contract and General Counsel and/or legal department. This written contract should include, where possible, a commitment from the Business Partner to Academy that the Business Partner agrees to comply with this Policy, Academy s Ethics and Code of Conduct Policy and Purchase Order Terms and Conditions, as applicable, and all Applicable Anti-Corruption Laws and to not engage in improper business conduct, such as bribery and other corruption activities, with the intent to improperly influence behaviors or obtain any improper business advantage for Academy. Academy should not rely upon standard compliance-with-law 12

15 clauses, as certain Applicable Anti-Corruption Laws, including the FCPA and UKBA, may not apply directly to the Business Partner. Local Applicable Anti-Corruption Laws. Academy and all of its Company Personnel and Business Partners must comply with all Applicable Anti-Corruption Laws of the countries in which Academy operates. When in doubt about the appropriateness or compliance of any conduct, Academy requires that Company Personnel and Business Partners seek additional guidance from the Ethics Committee or Academy s General Counsel and/or legal department before taking any such action. Exceptions to this Policy. Academy s General Counsel and the Ethics Committee must provide written pre-approval for any exceptions to this Policy. B. Spot and Review Red Flags If any Company Personnel or Business Partner has an indication that a violation of this Policy or any Applicable Anti-Corruption Laws, including the FCPA and the UKBA, by or in any way relating to Academy or any of its Company Personnel and/or Business Partners has occurred or may likely occur (any such indication, a Red Flag ), then such Company Personnel or Business Partner must promptly notify and seek additional guidance from the Ethics Committee or Academy s General Counsel and/or legal department. Any person who, in good faith, reports suspected Red Flags will not suffer any retribution for doing so. Business Partners may warrant further diligence when Red Flags are present. The list below provides examples of Red Flags that is not all-inclusive. Examples of Red Flags include when a Business Partner: When requested, refuses to certify compliance with this Policy, Academy s Ethics and Code of Conduct Policy and Purchase Order Terms and Conditions and all Applicable Anti-Corruption Laws, to attend anti-corruption training, to respond adequately to any question during due diligence, or to submit to an audit as required by contract provisions, including unreasonable delays or onerous conditions; Appears to be related to a Foreign Government Official, or appears to have influence with a Foreign Government Official; Requests an unusual contract term or terms that may permit other Red Flags to arise; Requests that commissions, reimbursements, or other payments be paid in cash or cash equivalents (including gift cards) or untraceable funds, in a third-party country, to a third party, or to a numbered account; Requests payment: before the award of a concession, contract, or other business; that is higher than, or inconsistent with, itemized fee schedules of either Business Partner or applicable non-u.s. government agencies; or in a form or to a bank or business location or individual inconsistent with the terms of the contract; Seeks large commission or contingency or success fees; Lacks documentation to support a payment request or provides vague, non-specific 13

16 descriptions for payments or aggregated (non-itemized) entries; Uses catch-all phrases on invoices or in accounting entries, for fees or payments such as special, expediting, consulting, miscellaneous, other, or extra ; Makes payments to third parties in regular or round denominations, without appropriate documentation or to third parties other than the party performing the service or party from whom a product was purchased; or Provides multiple invoices for the same service or product (or on a more frequent basis than previously), over-invoicing, or invoices that appear to be false or suspicious, in whole or in part (e.g., invoices for line items not on the fee schedule). Examples of accounting Red Flags include: Unrecorded accounts or transactions or misstatement of transactions (e.g., recording a payment to the wrong payee or in the wrong amount); Payment descriptions that do not correspond to the appropriate account or payments drawn from incorrect accounts; Documents or information indicating an attempt to conceal or disguise to whom, or by whom, payment was made; Requests for, or entries reflecting, payments which are inconsistent with the terms of the contract or out of proportion to the purpose of the contract or original expectation of the parties; Use of general purpose or miscellaneous accounts, rather than appropriate accounts; or Travel and expense forms and reports with incomplete, unusual, inadequate, or suspicious information, or terms or individuals unfamiliar to Company Personnel. See Section IV.B of this Policy (Accounting Requirements) for this Policy s accounting requirements. C. FCPA and Anti-Corruption Training of Company Personnel and Business Partners 1. Company Personnel Academy will provide training to Company Personnel, as appropriate, to ensure that they are thoroughly familiar with the prohibitions and obligations imposed by this Policy and the Applicable Anti-Corruption Laws, including the FCPA and the UKBA. Academy s Human Resource and/or training department shall maintain a record of the training (including, date, materials and topics reviewed, and persons in attendance) per the Company s record retention policy. 14

17 2. Business Partners Where necessary and appropriate, Academy may either request documentation showing that certain Business Partners have conducted adequate anti-corruption compliance training, or require such Business Partners to undergo such training. D. Monitoring Compliance and Expectation of Cooperation Academy may periodically conduct internal or external audits or other reviews of this Policy to determine whether they are effectively reducing the risk of violations of Applicable Anti- Corruption Laws and detecting potential violations when they occur. As part of these reviews, Academy expects all Company Personnel and Business Partners to cooperate with Academy and its inside or outside legal counsel or auditors or other similar parties. * * * * * Academy reserves the right to amend or revise this Policy from time to time and all amendments and revisions are effective immediately upon posting. Academy will make the most recent version of this Policy available to Company Personnel and Business Partners on Academy s internal associate website and external vendor website. Company Personnel and Business Partners must review this Policy from time to time to ensure they are in compliance. 15

18 APPENDIX A FCPA and Anti-Corruption Compliance Policy Acceptance and Compliance Certification Academy, Ltd., a Texas limited partnership doing business as Academy Sports + Outdoors (together with its subsidiaries and affiliates, Academy ) is committed to conducting its worldwide operations ethically and in compliance with all Applicable Anti-Corruption Laws, including but not limited to the U.S. Foreign Corrupt Practices Act ( FCPA ) and, if applicable, the U.K. Bribery Act 2010 (the UKBA ). Capitalized terms used but not defined in this Certification shall have the meanings ascribed to such terms in Academy s Foreign Corrupt Practices Act and Anti-Corruption Compliance Policy, adopted April 30, 2014 (the Policy ). The Policy sets forth the standards and practices of ethical conduct that Academy and all of its Company Personnel and Business Partners, worldwide, must follow in furtherance of Academy s commitment to conduct its worldwide operations ethically and in compliance with all Applicable Anti-Corruption Laws. By signing below, the undersigned hereby acknowledges, certifies and agrees to the following: (i) The undersigned has read, understands and will comply with the Policy. (ii) Except as previously reported to the Ethics Committee, the General Counsel and/or Academy s legal department: (a) (b) (c) (d) The undersigned has never participated in, and is not aware of, any violation of the Policy or any Applicable Anti-Corruption Laws. The undersigned has not identified any Red Flags. The undersigned has not made or been asked to make, to or for the benefit of any Foreign Government Official, any payment, offer or promise of Anything of Value, including meals, gifts, entertainment, travel or lodging, where such payment, offer or promise was not specifically authorized under the terms of a contract approved in writing by the General Counsel and/or Academy s legal department and by the Ethics Committee. Should the undersigned violate, or obtain information about a known, likely or suspected violation of, the Policy or any Applicable Anti-Corruption Laws, including but not limited to the FCPA and the UKBA, by any Company Personnel or Business Partner, or identify any Red Flags, the undersigned promptly will report any such known, likely or suspected violation or Red Flags to the General Counsel and/or Academy s legal department as required by the Policy. (iii) The undersigned understands that Academy expressly reserves the right to change, modify or delete the provisions of the Policy from time to time and that Academy will make the most recent version of this Policy available to Company Personnel and Business Partners on Academy s internal associate website and external vendor website. (iv) For employed Company Personnel only: The undersigned understands that his/her employment is voluntarily entered into, and that he/she is free to resign at any time (pursuant to the terms of his/her employment contract, if applicable). For U.S.-based employed Company Personnel only: The undersigned understands that the undersigned is employed at will, Academy may terminate his/her employment relationship whenever it so determines with or without notice or cause, and this Policy does not modify his/her at-will employment status. Signature: Printed Name: Associate ID No.: Title: Date: