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Ace Hardware Corporation

November 2015

Business Conduct Policy

129435_BusConductPolicyNov2015.indd 3 11/25/15 11:59 AM

Ace Hardware Corporation’s most valuable assets are its team members and the values for which you and the Company stand. Your character, together with the Company’s philosophies and values, continues to strengthen the brand and continues to earn us the highest of reputations in the hardware market since Ace’s founding in the 1920s. We intend to keep it!

Our reputation for integrity is the basis for all business endeavors at Ace. It is the result of continued dedication and commitment to the highest ethical standards in our relationships with each other, our retailers, our vendors, and other individuals, businesses and organizations with whom the Company does business or has relationships.

We strive to be sensitive to the human and social impact of our operations. It is our policy to conduct the business of the Company in full compliance with the laws, rules and regulations of every community in which it operates and to adhere to the highest ethical standards. All Ace team members are expected and directed to conduct business with complete honesty, candor and integrity.

The purpose of this document is to make you aware of the ethical standards that must be observed in the conduct of Ace’s business. Through this document, and through our policies, directives and procedures, we will continue to achieve our commitment to the highest ethical standards in the conduct of our business. To ensure our success, each of us must resolve that in all of our activities with our retailers, vendors, outside parties and with each other, no ethical lapses will be tolerated.

As you work for Ace Hardware Corporation or its subsidiaries, we entrust our reputation to you, for it was built by Ace retailers and Ace team members and must be maintained. To this end, please carefully read and practice this Business Conduct Policy. Its purpose is to help preserve Ace’s great reputation and make you proud to work for this Company.

John VenhuizenPresident & CEO

Statement on Business Principles


GENERAL OVERVIEW .......................................................................................................................................................1

Ace Values ........................................................................................................................................................................1

CONFLICTS OF INTEREST ...............................................................................................................................................2

Common Sources of Conficts .........................................................................................................................................2

What Should You Disclose? .............................................................................................................................................3

How Do You Disclose a Confict of Interest? .....................................................................................................................3

BUSINESS CONDUCT POLICY GUIDELINES..................................................................................................................4

Solicitations .....................................................................................................................................................................4

Gifts .................................................................................................................................................................................4

Travel, Entertainment and Tickets ....................................................................................................................................5

Business Travel ................................................................................................................................................................5

Business Meals ................................................................................................................................................................6

Prizes, Contests and Drawings .........................................................................................................................................6

Team Member Purchases .................................................................................................................................................6

Product Samples and Other Company Property ..............................................................................................................6

Company Vehicles ............................................................................................................................................................6

Company Credit Cards and Expenses .............................................................................................................................7

Corporate-Owned Personal Computers and Applications .................................................................................................7

Use of Personal Media / Electronic Devices ......................................................................................................................7

Employee Social Media Policy ..........................................................................................................................................7

Unlawful Conduct .............................................................................................................................................................7

Corporate Business Abuse (“Whistleblowing”) Policy ........................................................................................................8

NONDISCLOSURE OF CONFIDENTIAL INFORMATION .................................................................................................8

INFORMATION REQUESTS FROM SOURCES OUTSIDE THE COMPANY ..................................................................8

FAIR COMPETITION .........................................................................................................................................................8

INTEGRITY OF COMPANY RECORDS .............................................................................................................................9

GOVERNMENT AND PUBLIC AFFAIRS ...........................................................................................................................9

ENVIRONMENTAL COMPLIANCE ...................................................................................................................................9

FOREIGN CORRUPT PRACTICES ACT (FCPA)/ANTI-CORRUPTION COMPLIANCE POLICY...................................9

ANTI-MONEY LAUNDERING .........................................................................................................................................10

INTELLECTUAL PROPERTY ..........................................................................................................................................10

HEALTH AND SAFETY .....................................................................................................................................................10

OPEN DOOR POLICY .....................................................................................................................................................10

CORRECTIVE ACTION ...................................................................................................................................................10

INQUIRIES AND INTERPRETATIONS .............................................................................................................................10

TABLE OF CONTENTS


Ace Values

Ace Hardware Corporation is guided by the following values. We expect all of our team members to understand these values and perform their work in a way that supports them.

Winning — Our objective is to win and have a lot of fun doing it. We believe our weapon in the world is helpful, which means we win with and through people.

Excellence — We aspire to be the best, to continuously improve and to inspire others by giving the team our very best.

Love — Love the people, love the work and love the results.

Integrity — We believe honesty, reliability, accountability, empathy and ethical behavior are the building blocks to any successful business or trusted relationship.

Gratitude — We recognize that we are blessed to be in the business of serving others.

Humility — We strive for greatness with a humble, modest and respectful attitude.

Teamwork — We will fght the natural tendency for control and credit in favor of collaboration and mutual success, recognizing that Together, We are Ace.

We also act honestly and fairly in all of our endeavors. We believe the following practices allow us to do so.

Ace has adopted two basic principles of business conduct, and you are expected to adhere to each.

LEGAL COMPLIANCE. No team member should take any action on behalf of the Company that he or she knows (or reasonably should know) is in violation of an applicable law or regulation. These laws and regulations include, but are not limited to, those governing: 1) antitrust or franchising matters, such as pricing, purchasing, retailer location approvals, retailer terminations and other business practices; 2) protection of the environment, such as product storage, spills, transportation and disposal; 3) employment matters, such as nondiscrimination, safety and wage payment obligations; 4) copyright laws; 5) international business practices; and 6) domestic or foreign political contributions.

ETHICAL STANDARDS. In addition to the above, team members must adhere to the highest moral and ethical standards in conducting business on behalf of the Company.

GENErAL OVErVIEw

Ace Hardware Corporation | Business Conduct Policy | November 2015 1

Ace policy prohibits discrimination against team members, retailers, vendors and others based on race, color, religion,national origin, sex, sexual orientation, age, disability or for other unlawful reasons.

Ace respects our team members, and our policy is that management may not require team members to perform personal tasks for them. Team members cannot be coerced to support any particular public issue, social cause or political candidate. Your decision to support (or not to support) issues, causes or candidates is voluntary and is not a term or condition of employment with Ace.

Ace is dedicated to offering quality merchandise and services to our retailers and to providing honest and timely information about our programs. Ace’s selection of products, services and suppliers must be made solely on quality, price and service.

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For Ace to continue to prosper, we must have the loyalty of each of our team members. You, in turn, must advise management of any personal relationships or outside business interests that might affect your judgment or ability to perform in the best interest of the Company. This includes circumstances that may cause actual or potential conficts of interest, as well as perceived conficts of interest, regardless of whether one exists or not. You are required to inform management and obtain advice and approval in order to engage in or continue any situation that might cast doubt on your ability to act with total objectivity.

In general, a confict of interest arises when you (or someone to whom you are closely related or affliated) are on one side of a transaction and Ace is on the other side. Any team member may face any number of common situations where conficts of interest could arise. However, you are more likely to encounter a situation where a confict of interest could arise if you 1) prepare specifcations for products or services; 2) determine retail locations or provide services to current or prospective Ace retailers; 3) select, develop or manage arrangements with current or prospective vendors or Ace retailers; or 4) recommend, evaluate, test or approve products or services. If your job responsibilities include any of these or similar responsibilities, you must take particular care when making business decisions on behalf of the Company.

Listed below are some examples of potential confict of interest situations; this is not an all-inclusive listing. Use these to guide your common-sense approach to what could be considered a confict of interest in your dealings with others. Examples of potential confict of interest situations include:

• You, your spouse, a dependent or relative or a person or organization with whom you have a close personal relationship

has a signifcant fnancial interest in or obligation to:

— a current or prospective vendor of merchandise or services to Ace

— a current or prospective manufacturer representative organization

— a current or prospective Ace retailer

— a wholesaler that competes with Ace

— a retailer that competes with Ace retailers

• It is not considered a confict of interest if you are employed part-time by an Ace retail store and work there on your

personal time, unless you have a signifcant fnancial interest in that store. However, it is considered a confict of interest if a retailer asks you to provide unique services for a fee based on your particular expertise and/or relationship with the retailer, unless you and your manager receive prior written approval from the Ace offcer in charge of your department to perform such service. If your manager and offcer do not approve the request, you should politely refuse it. If you receive approval, it is important to provide a copy of the written approval to Human Resources for your personnel fle.

CONFLICTS OF INTErEST

Common Sources of Conficts

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You conduct Company business with a vendor, supplier or other business partner and an owner, offcer or representative of that vendor, supplier or other business partner is a family member or relative, or someone with whom you have a close personal relationship.

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If a person or organization offers you, your spouse, a dependent or relative, or a person or organization with whom you have a close personal relationship, a personal beneft or proft in exchange for sharing confdential Company information or using your position with the Company for their gain or beneft.

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If you are an Ace manager and have a family relationship, close personal relationship, or outside business relationship with another Ace team member who directly or indirectly reports to you or who is within your span of infuence or control.

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These types of situations, like other potential conficts of interest and circumstances that could create the perception of a confict of interest regardless of whether one exists or not, require immediate disclosure to your department head, offcer responsible for the area, or the Human Resources Department, as appropriate. The following sections contain additional information regarding disclosure.


You are required to disclose both actual and potential conficts of interest, as well as perceived conficts of interest regardless of whether one exists or not, in regard to all direct and indirect relationships and transactions. Please remember that the term “vendor,” “supplier” or “business partner” includes not only sellers of products, but also sellers of services, such as consultants, transportation companies, fnancial institutions, equipment lessors, temporary help agencies, realtors, and inventors or licensors of technology.

Conficts of interest can also arise in regards to fnancial matters, including those in which you have a direct or indirect interest. Indirect interests include situations in which you, your spouse, a dependent or relative, or a person with whom you have a close personal relationship is a benefciary under a trust, estate or custodian account, is a shareholder in another corporation, or is an owner or partner in a business venture. The term “indirect” applies to all situations in which technical ownership may not be vested in you directly, but there exists some fnancial interest of your spouse, dependent, relative or close personal affliate in an undisclosed arrangement.

Your ownership of the stock of a competitor, supplier or retailer is considered as “signifcant” and must be disclosed for management’s advance approval unless the ownership satisfes all of the following requirements:

• The fnancial interest consists of the stock, bonds or other securities of a publicly traded company; and

• The amount of the interest is less than one percent of the value of that class of securities; and

• Confdential information was not utilized in connection with the transaction.

The purchase of goods or services as a member of the public through normal retail channels is not treated as “signifcant.” You are not required to disclose loans at normal interest rates from recognized fnancial institutions, or purchases at generally available prices from recognized retailers (including Ace retailers) even though these businesses may have a vendor or customer relationship with the Company.

what Should You Disclose?

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If an actual or potential confict of interest situation arises, as well as a perceived confict of interest regardless of whether one exists or not, you must inform your manager. Managers and supervisors are responsible for alerting offcers or Human Resources of any confict of interest or potential confict of interest that is reported to them. If you are reluctant to discuss an actual or potential confict of interest with your manager, you must consult the Oak Brook Human Resources Department, which will coordinate the matter as appropriate under the circumstances. All team members may be asked periodically to submit a signed disclosure form to the Company regarding possible conficts of interest.

How Do You Disclose a Confict of Interest?

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BUSINESS CONDUCT POLICY GUIDELINES

Solicitations

Gifts

It is not feasible to describe every possible situation where a Business Conduct Policy concern or problem might arise. Again, you must use your common sense to determine if potential conduct could be considered inappropriate. Ace trusts that you know what is appropriate or not; use these guidelines to help determine if a particular situation presents a concern or a problem or might require disclosure.

Developing and fostering business partner relationships are essential in today’s business climate. Strong partnerships help strengthen the Company’s ability to increase sales and reduce costs to remain competitive in the marketplace. Relationship building may involve offce and factory visits, meals and entertainment. These events allow interaction with key decision makers. While it is very important to maintain these business relationships, it is equally important to ensure our team members act with integrity, independence and fairness to the Company, Ace retailers and our business partners.

You may not accept gifts of products or services for your personal beneft and use, whether at work, home or elsewhere, from any current or prospective vendor, manufacturer representative or Ace retailer. This includes, but is not limited to, cash, checks, gift cards, travel, accommodations, prizes or samples.

In spite of your best intentions, and even after proper prior notifcation to the giver, you may still receive gifts of food, candy, cheese, fruit or similar items. Such gifts need not be returned but should be shared with your fellow department team members.

In certain situations (particularly in some foreign business settings), a gift, award or plaque may be presented under circumstances where polite refusal might be deemed extremely offensive. Under these circumstances, the gift, award or plaque may be accepted in the name of the Company. Such gift, award or plaque must always be reported to the recipient’s superiors. You may not retain such gifts, but they may be used or displayed at the Company’s corporate or relevant local offce, or donated/auctioned for charitable purposes, as the Company deems appropriate. When the Company permits the gift, award or plaque to be used or displayed, including in a personal work area, the recipient must contact the Finance Department to arrange for the issuance of an asset number, or other suitable means of having the gift recorded in the Company’s books and records.

You may not solicit trips, outings, tickets to sporting or other events, gifts, awards, products, services, samples or meals from a current or prospective vendor or manufacturer’s representative (except when the request is for a donation to help support the Ace Foundation or an Ace-approved charity).



Occasionally team members may receive invitations to accompany a current or prospective vendor, manufacturer representative or Ace retailer to a concert, sports or theater event or golf outing. Subject to the guidelines below, and for purposes of developing or improving a business relationship, team members may accept such invitations, provided the value of such event is not excessive. Team members must use common sense to determine if the value of such entertainment is excessive. To provide guidance regarding when an invitation may be considered excessive, the table below outlines some examples of what would be considered permissible and not permissible.

Please note that while certain circumstances outlined below are permissible, in no event may any team member accept any offers from a current or prospective vendor, manufacturer representative or Ace retailer for trips, vacation lodging, or tickets of any kind that are for personal use. If a current or prospective vendor or retailer were to make such an offer for personal use, the team member must decline such offer or suggest that the offer be donated to the Ace Foundation or an Ace-approved charity.

The following are some examples:

Travel, Entertainment and Tickets

Business Travel

Tickets to accompany

a vendor to a regular season sports event:

Permissible Why it’s permissible: You’re attending with a vendor, building the business relationship, and the value of the event is not considered excessive.

Tickets to a regular season sports event to be attended by you

and your spouse:

Not Permissible (However, you may suggest a donation of the tickets to the Ace Foundation)

Why it’s not permissible:

While the value of the event is not considered excessive, this is not permitted since you’re not attending with a vendor and there is no vendor relationship building.

Tickets to a post-season, play-off or other major sports event (e.g., BMW Championship Golf Tournament) or any concert or theater event:

Not Permissible (However, you may suggest a donation of the tickets to the Ace Foundation)

Why it’s not permissible:

Regardless of whether you would attend this type of event with or without a vendor, the value of these tickets is considered excessive.

Round of golf at a local course (public or private) with a vendor, paid for by the vendor:

Permissible Why it’s permissible: A round of golf with a vendor builds the business relationship and is not considered excessive. (However, multiple rounds of golf with the same vendor in the same calendar year would be considered excessive).

When in doubt, politely decline the invitation, suggest a donation to the Ace Foundation or seek written approval from the senior management of the Company.

Participation in non-Ace sponsored sports leagues, where both Ace staff and vendors participate, is acceptable provided you and other Ace team members pay your own way.

Ace pays for all necessary business trips in accordance with the Company’s travel policy. Team members are responsible for complying with this policy when traveling on authorized Company business. The Company will reimburse you for all approved reasonable and necessary expenses while traveling on authorized Company business. Ace will not reimburse you for expenses that do not comply with the travel policy. You may keep any air, hotel or car rental rewards earned on Company business travel.

You may accept complimentary transportation (public or private) from vendors or potential vendors only when: (1) the trip and the complimentary transportation are disclosed in advance and approved by your manager, (2) the purpose of the trip is to visit the vendor’s factory or offce, and (3) the trip is entirely related to conducting business. You may not accept complimentary transportation if the trip includes your attendance at an event (e.g., a sporting event, round of golf, etc.). Vendor owned airplane travel is acceptable but should not be solicited.

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It is acceptable for a current or prospective vendor or manufacturer’s representative to purchase meals for team members, as long as such meals are in conjunction with industry shows or functions, factory or offce visits, or Ace conventions. We encourage you to have meals in an Ace cafeteria, if there is one in your location. If a vendor or manufacturer’s representative pays for your meal, on the next visit, you should buy that person’s meal. All Ace team members should decline excessive business meals with a vendor (e.g., more than a couple of times per year or at expensive restaurants).

Sometimes at meetings, dinners, seminars or other functions, an actual or prospective business associate of the Company may conduct contests, games of chance, drawings, sweepstakes, casino nights or award various prizes to attendees, including Ace team members. As a rule, such prizes as vacation trips, products, services or other property won or awarded to Ace team members by current or prospective business associates may only be accepted in the name of the Company and not in the name of the team member personally. These winnings should be given to The Ace Hardware Foundation. Where this is not possible, you must decline to accept the item.

The only exceptions to the foregoing are prizes or property won in sweepstakes, drawings, contests or activities, industry outings/dinners and/or Ace charity events that are publicly conducted and where a team member has personally purchased a “ticket” or paid for admission to the event which will not be claimed as an expense to be reimbursed by the Company.

As an Ace team member, you are eligible to purchase merchandise from the Ace Retail Support Center for your personal use at retailer cost (plus shipping and handling). You may not use your employment with Ace as a basis for requesting special discounts from Ace retailers, vendors or manufacturer’s representatives.

At trade shows sponsored by the Company and at other trade shows that the Company attends, Ace team members and their guests may not purchase merchandise from vendors unless the merchandise is offered at the same price for general sale to all attendees equally.

Product samples are routinely reviewed and tested. Product samples that must leave the building to be tested or reviewed must be accompanied by a property pass signed by the Department Merchandise Manager or General Merchandise Manager, or equivalent position. Samples for testing should only be delivered to an Ace corporate business address. After this review and testing, all samples should be returned to the vendor or donated to the Ace Foundation. If samples are delivered to a location other than an Ace-owned facility, they should be returned to the vendor or to the Ace-owned facility for donation to the Ace Foundation. The individual receiving the items should notify the vendor, in writing, with a copy to the appropriate offcer, that samples were not provided in accordance with Ace policy.

If you drive a Company vehicle, you must comply with all policies applicable to feet vehicles. You may not loan Company vehicles to friends or other unauthorized persons. You must refrain from unsafe or unlawful driving activities such as reckless driving or driving under the infuence of alcohol or drugs. Smoking in Company vehicles is prohibited.

Business Meals

Prizes, Contests and Drawings

Team Member Purchases

Product Samples and Other Company Property

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Company Vehicles

Personal/vacation travel may be combined with business travel provided there is no additional cost to the Company. All personal costs are your responsibility. Company-negotiated hotel and rental car rates may be used for personal/vacation travel when available; however, corporate insurance will not apply when using Company negotiated rates for personal/vacation travel. Companions may travel with you while on a business trip when approved by your manager prior to the trip. Expenses incurred by your companion will not be reimbursed.



Company credit cards must only be used for charges that are properly reimbursable to you under the Company’s Business Expense Reimbursement Policy, in whole or in part. Expenses that are solely of a personal nature and not incurred on Company business may not be charged or processed through Company credit cards. In addition, timely submission of expense reports and payment of all Company credit card invoices is expected. Late payment fees will not be reimbursed by the Company.

Expense reports must be submitted within the same monthly accounting cycle or as soon as the reimbursable expenses are incurred and supporting documentation is available.

Company team members are responsible for the care and handling of computers, hand held devices and laptops provided to them by the Company, as well as the data that is available on the Company’s systems. Team members are responsible for the integrity, security and backup of data that is inputted, manipulated and interpreted through the use of any device provided to them for business use.

The Company has an extensive Enterprise Technology & Information Security Policy dealing with the use of Ace’s computerized technology, including e-mail, instant messaging and the Internet. For more specifc information and guidance, please refer to the Enterprise Technology & Information Security Policy which is posted on Ace Online.

While at work, you are expected to exercise professional discretion in using all forms of personal media and electronic devices for personal purposes. This includes, but is not limited to, all electronic devices, televisions, radios and other similar items. Personal use of these devices can interfere with employee productivity and be distracting to others.

You are permitted to use personal media and electronic devices for business purposes, provided you comply with the Enterprise Technology & Information Security Policy. It is your decision whether or not to use your personal devices for business purposes. Should you decide to do so, you agree to receive business related phone calls and text messages on your personal device.

Online, electronic, and mobile communications and “social media” opportunities are important, mainstream forms of communication that we use in both our personal and business activities. In order to balance the employee’s rights to participate in social media, while protecting the brand and professional image of Ace, the Company has implemented an Employee Social Media Policy. The Employee Social Media Policy provides guidelines for all employees using social media and social networks, both inside and outside the offce.

The complete Employee Social Media Policy is posted on Ace Online. If you have any questions regarding this policy, please contact the Human Resources Department or the Legal Department.

Company Credit Cards and Expenses

Corporate-Owned Personal Computers and Applications

Use of Personal Media / Electronic Devices

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Employee Social Media Policy

Unlawful Conduct

Any team member conduct that is corrupt, deceptive, fraudulent or dishonest is contrary to his or her responsibility to the Company, and is also likely to be unlawful. Unlawful conduct will lead to immediate termination from the Company. Some obvious examples are 1) receipt or payment of kickbacks, whether in the form of money, property or other favors; 2) any threats or inducements to engage in conduct that is corrupt, deceptive, fraudulent or dishonest; and 3) the making of false or improper entries on expense reports, time cards, labor standards or any other records of the Company, at any time and for any reason.



The Company has an extensive Corporate Business Abuse (“Whistleblowing”) Policy that defnes your responsibility in regard to disclosing and reporting any wrongdoing that may adversely impact Ace, its retailers, vendors, employees or the public. The Business Abuse Policy sets forth an investigative process for reported acts of wrongdoing and also includes protection against adverse employment action (i.e., retaliation). Additionally, the policy outlines procedures for escalating reports of questionable auditing, accounting and internal control matters from employees to key offcers in the organization and, if deemed appropriate, to the Audit Committee.

For more specifc information and guidance, please refer to this policy which is posted on Ace Online. Should you have any other questions or concerns related to this policy, please contact the Legal Department or the Loss Prevention Department.

As a Company team member, you may have access to confdential, proprietary information about Ace’s products, customers, business practices and policies. In the course of your employment, you may also gain access to proprietary, confdential information that is provided to Ace Hardware Corporation by third parties, such as our vendors, retailers or service providers, as part of their business dealings with Ace. You may not share or disclose this confdential information with anyone other than the necessary parties in connection with your employment at Ace. You must protect the confdentiality of any third party information you receive with at least the same degree of care that you protect Ace’s confdential information. If you know or have reason to know that confdential information was wrongfully obtained from the owner of the information or was obtained from a third party who was under a confdentiality obligation to the owner, you may not use such information.

Confdential information includes the names of our business partners, vendors and retailers, the products and services we develop and provide, pricing structures, marketing/advertising strategies, future Company plans, employee information (including salaries, credit card numbers, bank account numbers, social security numbers and other personally identifable information), and other miscellaneous projects and/or informative data pertaining to the business of Ace.

Your obligation to maintain the confdentiality of Ace information applies after you are no longer employed by Ace. You hereby agree not to disclose or make use of any of the above listed confdential information, as well as intellectual properties (inventions, service marks, writings, art works, software, research, training material, presentations, etc.) created or used while employed at Ace.

While it is Ace’s policy to respond to legitimate requests for business information from the news media or other sources outside the Company, these responses must be made only by authorized Ace personnel. If you are not sure who is authorized to handle a particular request, the following general guidelines should be used. Inquiries from the news media or political offcials should be referred to the Public Relations Department. Other inquiries regarding retailers, vendors and team members should be referred to the Corporate Communications Department, or the Human Resources Department, as appropriate. Telephone calls or letters from attorneys and legal papers such as subpoenas should be referred to the Legal Department.

Ace believes in the free enterprise system and is dedicated to fair competition in the open marketplace. All team members must avoid any situation which violates, or which appears to violate, the antitrust laws, including but not limited to, the Competition Act. Employees may not discuss or enter into any agreement with competitors regarding prices, wages, costs, retailer territories, boycotting vendors or other anti-competitive practices. Normal business functions occasionally require contact with competitors, but on those occasions, none of the above-mentioned subjects may be discussed.

Employees must also refrain from making disparaging comments about the reputation, products or services of other companies. If doubt exists as to the legality of any situation or course of action, advice from Ace’s General Counsel should be sought in advance.

Corporate Business Abuse (“whistleblowing”) Policy

NONDISCLOSUrE OF CONFIDENTIAL INFOrMATION

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INFOrMATION rEQUESTS FrOM SOUrCES OUTSIDE THE COMPANY

FAIr COMPETITION



Ace’s accounting records and other essential data must be maintained accurately and honestly in strict compliance with applicable laws, generally accepted accounting principles, accounting policies and management’s general authorization. There must not be any liability or asset which is not accurately and properly recorded on Ace’s books and records. No transactions or payments may be requested or made for other than the stated purpose. Employees may not make any false or misleading statements about Company records or conceal information from management, Ace’s Loss Prevention Department, or Ace’s internal or external auditors. No one is ever authorized to instruct Ace team members to act in a manner that is contrary to this paragraph.

Ace advocates the democratic system and is committed to upholding our country’s political, legal and governmental processes. We recognize that participation by team members in civic and political activities is necessary for this system to function properly. Ace encourages you to exercise the right to vote, to participate in the political process, to be informed on public issues, and to support the issues, candidates and parties of your choice as an informed individual.

Company policy prohibits the Company from contributing corporate funds for use in campaigns for election to political offces. These include all federal, state and municipal elections. Ace also follows the general policy that Company funds are not to be contributed to the campaigns of any other candidates for election to any type of offce.

Your participation in the political process is proper and is encouraged, but your contributions must not be made, or even appear to be made, with Company funds. Company funds may not be used to reimburse you for any such contributions. The selection of any candidate of political party by a team member must not be (or appear to be) coerced by the Company. You are not permitted to use Ace’s name, either directly or indirectly, to endorse any public issue, political candidate, or political party unless expressly authorized by Ace’s President.

Team members are prohibited from offering or making any bribe, kickback or other illegal payment to any government offcial, political candidate or other person. This includes any payments to consultants, agents or other intermediaries when there is reason to believe that some part of any fee or payment will be used as a bribe, or to infuence some governmental action, whether in or outside of the United States.

Ace must fully comply with all federal, state and local laws regarding the protection of the environment. Hazardous or toxic materials must be used, stored and disposed of as required by law. Hazardous waste must be properly stored pending its disposal. It must then be recycled or disposed of at state or federally authorized facilities that have been approved by the Company. You must report, in accordance with applicable Company policies, any instance where hazardous materials or waste come in contact with the environment as well as any situation where it appears that hazardous materials or waste may have been improperly handled or disposed of, or where a possible violation of law might exist.

Ace does not tolerate, permit or engage in bribery, corruption or unethical practices of any kind. Specifcally, this Business Conduct Policy prohibits team members from paying, promising, offering or authorizing a payment (directly, indirectly or through a third party) of money or anything of value to a government offcial or political party for the purpose of infuencing an offcial act or decision in order to obtain or retain business or secure an improper advantage. The Company has an extensive FCPA/Anti-Corruption Compliance Policy. For more specifc information and guidance, please refer to this policy, which is posted on Ace Online. Should you have any other questions or concerns related to this policy, please contact the Legal Department or the Loss Prevention Department.

INTEGrITY OF COMPANY rECOrDS

GOVErNMENT AND PUBLIC AFFAIrS

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ENVIrONMENTAL COMPLIANCE

FOrEIGN COrrUPT PrACTICES ACT (FCPA)/ANTI-COrrUPTION COMPLIANCE POLICY



Ace must comply with all applicable laws prohibiting money laundering. Some countries also have their own laws related to the reporting of cash or other suspicious transactions that we must obey. For further guidance on this topic, please consult with the Corporate Legal Department.

Ace’s intellectual property is a valuable asset that must be used properly and protected from infringement by others. Ace owns all inventions, discoveries, ideas, trade secrets and original works of authorship that a team member conceives or develops either alone or jointly with others during the course of employment or using Company resources. As a team member, you agree to help the Company document Ace’s ownership of this intellectual property. Ace has the sole right to determine the terms and conditions of any disposition of its intellectual property which may be with or without monetary compensation.

Ace is committed to the health and safety of its customers, retailers and team members. Conducting business in compliance with all health and safety laws (e.g., OSHA) is crucial to protecting each other from harm. As an Ace team member, always comply with all relevant health and safety laws and policies. Team members are charged with the responsibility for maintaining safe practices and conditions in everything Ace does.

Each of us has a right and responsibility to ask questions about issues that are not clear to us. Ace’s Open Door Policy provides team members with access to two-way, honest and respectful communications. The Open Door Policy is intended to create an atmosphere that encourages team members to voice concerns, discuss problems, ask questions and make observations about workplace issues. Each team member should feel comfortable approaching his or her immediate supervisor, all Human Resources representatives, offcers and any other Ace resource.

A violation of this Business Conduct Policy makes you subject to appropriate corrective action, which could include immediate termination of employment.

INTELLECTUAL PrOPErTY

HEALTH AND SAFETY

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OPEN DOOr POLICY

COrrECTIVE ACTION

It is not feasible for the Company to specifcally identify every possible situation which could result in a breach of this Business Conduct Policy. We have attempted to provide an overview of those situations where questions or issues commonly arise and to include examples of conduct which would breach this policy. If you are uncertain about the interpretation or applicability of this policy to any actual facts or circumstances, talk to your manager. Ace reserves the right to modify this policy at any time, as well as the right to determine its applicability and interpretation based on actual facts and circumstances.

INQUIrIES AND INTErPrETATIONS

ANTI-MONEY LAUNDErING

Ace Hardware Corporation | Business Conduct Policy | November 201510


business conduct policy · excellence — we aspire to be the best, to continuously improve and to...

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