PURPOSE The purpose of this Policy is to ensure that Tyco International Ltd. ( Tyco or the Company ) establishes a compliant and consistent approach to managing its import, export and related domestic activities globally. SCOPE This Policy applies to all directors, officers and employees of Tyco and its subsidiaries, affiliates and operating segments, wherever incorporated, chartered, organized or located, including related companies, partnerships and joint ventures in which Tyco has a controlling interest. This Policy encompasses all Tyco products, services and technology that are or may be shipped or provided (including via electronic transmission or access) across international borders, irrespective of the method of shipment, value, rate of duty or whether a license is required. This Policy also covers the application of and compliance with applicable domestic and international economic sanctions laws and regulations, participation in boycotts and access to data and software by foreign nationals. DEFINITIONS Customs A government law enforcement agency primarily responsible for the collection of taxes imposed on imports and exports, and may also have other law enforcement functions as assigned. Economic Sanctions Program Coercive political measures, undertaken by one or more nations, designed to compel the target nation to cease certain behaviors. Export Controls Controls imposed by a nation on the export of goods. This typically refers to controls on military goods or dual-use goods (goods which have both a civilian and military application). ITAR International Traffic in Arms Regulations. The U.S. State Department regulations governing the export controls on military goods. ITTQ Tyco s International Trade Transaction Questionnaire. 1 of 9
POLICY It is Tyco s policy that its operations in a single country shall be uniform and consistent with local laws and requirements, internal controls, and the Tyco Guide to Ethical Conduct. All employees are responsible for conducting their import, export and related domestic activities in compliance with applicable laws and regulations. All Tyco managers (Business unit leaders, Managing Directors, etc.) are accountable and are expected to oversee their activity or organization to insure compliance with international trade and trade controls laws and regulations (collectively, international trade compliance ). They shall designate individuals responsible for compliance and provide the necessary resources. In all cases, no U.S. person (U.S. citizen or lawful permanent resident), wherever located, will engage in any trade or participate in any activity that violates a U.S. trade law or regulation. In some embargoed country or national (denied-party) cases, non-u.s. organized subsidiaries and non-u.s. persons can lawfully engage in transactions that would be a violation of U.S. law if done by U.S. persons. No U.S. persons may facilitate in any way such transactions, including selling, shipping, brokering, financing, approving, supporting, processing, arranging, advising, referring an order or other business opportunity to any non-u.s. entity, or changing procedures to permit or assist a non-u.s. entity or person to perform such transaction. In the event of a conflict, local country laws and regulations shall prevail over global policies. BACKGROUND Every country regulates the movement of goods, services, intellectual property and technology across its borders through the use of tariff and non-tariff barriers. Export control laws in many countries also have extra-territorial reach i.e., they apply to activity that may be conducted completely outside the normal geographical borders of a country with respect to goods, technology or software developed in whole or in part within that country. Many countries also implement trade controls, such as sanctions and embargoes, which may determine: With whom Tyco can legally trade (entities and individuals). What Tyco is allowed to legally trade (products, services, technology). Where Tyco may legally trade. Sanctions may originate unilaterally from a single country against another, or they may reflect an international determination by a body such as the United 2 of 9
Nations. They may be directed at an entire country or at specific targets. In implementing trade controls, many countries maintain lists of entities and individuals with which a company may not lawfully trade, commonly known as denied-party lists, as well as lists of items that may or may not be traded with such parties. Governments may reserve the right to issue licenses to engage in certain transactions with the targets of sanctions or denied-party lists. Trade compliance is critical to Tyco s success. A violation of customs, export or trade controls requirements can damage Tyco s reputation, give rise to civil or criminal fines or penalties, lead to seizure and destruction of goods by government authorities, result in increased government scrutiny, and risk loss of import and/or export privileges. For all transactions, whether domestic, import or export, the rules apply even if the transaction is with another Tyco entity. COMPLIANCE PROGRAM Each Tyco business operating segment shall institute a documented international trade compliance program. The program shall contain the following elements at a minimum: (a) Senior management statement endorsing the international trade compliance program. (b) Procedures for updating the compliance program annually. (c) Procedures for distributing the compliance program and any updates. (d) Identification of an International Trade Compliance Coordinator ( ITCO ) assigned primary responsibility for trade compliance for that business segment or unit. (e) Periodic self-assessment program requiring results to be reported to appropriate levels of management and monitoring of corrective action. (f) (g) Procedures for handling irregularities and suspected violations of applicable laws or Policy. Periodic international trade compliance awareness training and advanced training for ITCOs. (h) Maintenance of all relevant records in accordance with government requirements. If any government requires that records be retained longer than the time period specified in Tyco s Record Retention Policy, the longer time period will control. 3 of 9
(i) (j) (k) Procedures to insure proper communication between all internal departments that impact international trade compliance. Coordination with the Vice President for International Trade Compliance (the Corporate International Trade Compliance Department) and the Law Department for non-routine government communications or official government actions including all non-routine government audits, non-routine voluntary self disclosures, all anti-boycott reporting and other issues as appropriate. Every trade compliance program must have a written and approved process or procedure to address the following: (1) Tariff (import) and export classification (dual-use or military goods): a. Harmonized Tariff System (HTS). b. Export Control Classification Number (ECCN), or equivalent. c. International Traffic in Arms Regulations (ITAR) classifications, or other equivalent military/defense classifications. d. Steps for reclassification when products change or when there are changes in the law. (2) Proper valuation methods for purposes of calculating duties, taxes and fees, for import or export. Each operation must ensure that valuation reflects all relevant payments, including adjustments to the price. (3) Related party transactions. (4) Country of origin determination and origin marking for customs purposes. (5) Customs tariff preference/duty suspension/drawback or similar programs allowing entry of goods conditionally duty/tax/fee free or subject to reduced duty/tax/fee rates. (6) Import and export licensing required by law before importing or exporting goods, software or technology, and compliance with regulatory requirements for exporting under license exceptions. Additionally, there must be a process or procedure to address foreign patent filing licensing. Intellectual property rights may be forfeited if imports/exports occur before foreign filing licenses are obtained. 4 of 9
(7) End-use and end-user controls, and identification of end-use and end-user, especially uses or users connected with proliferation of weapons of mass destruction. (8) Screening for prohibited parties and a process for holding transactions from proceeding unless and until any potential matches are resolved. (9) Screening against red flag indicators of likely diversion to unlawful destinations, end-users or end-uses, and a process for holding transactions from proceeding unless and until any potential red flag indicators are resolved. (10) Sanctions and embargoes: Each business segment must develop specific procedures to insure compliance by all facilities, wherever located, and to specifically insure compliance with Tyco s corporate procedure for reviewing proposed transactions with countries subject to U.S. or EU trade sanctions. (The ITTQ procedure is found in Appendix A to this Policy.) (11) Anti-boycott restrictions: Procedures must require notice to the corporate trade compliance department of any illegal or reportable requests to comply with boycotts not sanctioned by the U.S., even if the business does not comply with such requests. Each business segment must develop specific procedures to insure compliance by all facilities, wherever located, with Tyco s corporate procedure for reporting boycott requests. (The procedure is found in Appendix B to this Policy.) (12) Deemed exports: a. Hiring of, assignment of, access to non-public-domain data and software by, and proposed site visits by foreign nationals, and other deemed exports, (including electronic, fax, verbal and computer access or transfers). b. Segregating and securing controlled technology/technical data from unauthorized disclosure to or access by foreign nationals. (13) Use of Tyco-approved customs brokers/agents/forwarders, service provider agreements and procedures for communications between the business and the agent. (14) Communications with government officials. 5 of 9
(15) Other agency requirements: Procedures for complying with other government agency requirements applicable to import or export transactions, including agencies (and all equivalent agencies in the countries in which Tyco does business) such as the Bureau of Industry and Security of the U.S. Commerce Department, Directorate of Defense Trade Controls of the U.S. State Department, Customs offices of the U.S. Department of Homeland Security, U.S. Bureau of Alcohol, Tobacco, Firearms and Explosives, U.S. Federal Communications Commission, U.S. Food & Drug Administration, U.S. Environmental Protection Agency, U.S. Consumer Product Safety Commission, and other similar agencies worldwide. (16) Sales samples, demos, service and repair items, and temporary imports. (17) Protests, tenders and disclosures. These are initiatives taken by Tyco entities to disclose errors, to pay any additional amounts owed or to otherwise correct import or export information. (18) Hand-carried goods, including commercial goods, prototypes or technology (e.g., laptops, hard data, computer disks, samples, spare parts, etc.) carried with Tyco employees as they travel internationally. (19) Supply chain cargo security, including participation in partnership programs, such as Authorised Economic Operator (AEO) and Customs-Trade Partnership Against Terrorism (C-TPAT), where appropriate and applicable. (20) Security Control Agreement: As a non-u.s.-owned company, Tyco is subject to a Security Control Agreement (SCA) with the Department of Defense, which allows Tyco segments in the United States to work on classified U.S. government contracts, provided that the terms and conditions of the SCA are met. A key component of Tyco s SCA is a Technology Control Plan (TCP), which mandates that all foreign national employees of, and visitors to, Tyco companies with security clearances obtain the requisite export licenses before they are given access to controlled technical data or sensitive material. Any questions about compliance with the SCA or TCP should be directed to the Tyco Global Security Department. 6 of 9
(l) (21) Mergers, acquisitions, and joint ventures: When a Tyco segment is involved with a merger, acquisition or joint venture, it must ensure that all relevant activities comply with applicable international trade laws, including restrictions on sharing of technology, software and other non-public information with parties to the proposed transaction. Persons conducting due diligence on a potential merger or acquisition should determine whether the target company has any violations of the laws described in this policy and assess the target s international trade compliance. (22) Prohibition of payments to government officials: All Tyco segments and employees are prohibited from giving or offering (directly or indirectly) anything of value to any governmental official (domestic or foreign) in order to obtain or retain business or preferential treatment or otherwise influence the decisions of the official or his or her government. Refer to Tyco s Anti-Bribery Policy and associated Procedures Governing Interactions with Government Officials for further clarification on this prohibition. (23) Immigration: Whenever Tyco employs foreign nationals or issues visa sponsor letters to foreign national visitors, the segment must ensure that it is in compliance with all applicable immigration and export control laws. Responsibility for this is shared between the business unit and the Immigration Specialists in Tyco s Human Resources Department and the. (24) Internal coordination. Non-routine government communications, official government actions including all government audits, prior disclosures, voluntary self disclosures and anti-boycott reporting, and other issues as appropriate, must be coordinated with the ITCO and the corporate international trade office of the Law Dept. The Vice President for International Trade Compliance (the Corporate International Trade Compliance Department) shall establish a set of Standards describing and defining the acceptable procedures necessary to implement this Policy. 7 of 9
IMPLEMENTATION Trade compliance impacts many functional areas, such as import and export management, manufacturing, logistics and distribution, finance, tax, accounting, security, information technology, human resources, accounts payable, purchasing, engineering, research and development, customer service, sales, government relations, and law. This wide range of involvement and complexity requires a coordinated and controlled environment within a business unit. Business leaders, functional experts in the Corporate International Trade Compliance Department (including ITCOs ), the Corporate and all managers have shared responsibility for supporting business units in implementing this Policy. COMPLIANCE AND SANCTIONS Failure to comply with this Policy and its attached Procedures may be grounds for disciplinary action, up to and including termination. In addition, individuals violating trade compliance laws may be fined and/or imprisoned as the result of civil enforcement or criminal prosecution. REPORTING AND NON-RETALIATION Tyco employees should, in accordance with local law, report any conduct that they believe in good faith to be a violation or apparent violation of this Policy to their manager, Human Resources, the or the Tyco Ombudsman. Employees may also contact the Tyco ConcernLINE at (800) 714-1994 or www.vitaltycoconcerns.com; within Europe, reports should be made to the ConcernLINE at +44 207 409 7509 or www.euvitaltycoconcerns.com. Any such reports shall be treated as confidential to the extent allowed by law. Tyco prohibits retaliation for good faith reports of suspected misconduct. NOTE: Employees in France, Belgium, Germany and Spain should only report financialrelated concerns when reporting issues through the ConcernLINE or Vital Tyco Concerns Web site. CONTACT Any questions concerning this Policy may be addressed to Tyco Corporate Compliance Counsel or by sending an email to tycopolicy@tyco.com. 8 of 9
APPENDIX A International Trade Transaction Questionnaire Process Appendix A contained the ITTQ process. This Appendix has been replaced by International Trade Compliance Standard ITC.07 on Sanctions and Embargoes for procedure APPENDIX B Anti-boycott Reporting Process Appendix B contained the Anti-boycott Reporting process. This Appendix has been replaced by International Trade Compliance Standard ITC.08 on Antiboycott Reporting. 9 of 9