Veralto Anti-Corruption Policy

I.  PURPOSE
 
Corruption is prohibited by the laws of almost every jurisdiction in the world.  Veralto Corporation (“Veralto”) is committed to obeying the laws in all countries where Veralto does business. This policy sets forth Veralto’s commitment to ensure that Veralto and its subsidiaries abide by the anti-bribery and anti-corruption laws of the countries in which we operate, including in particular the U.S. Foreign Corrupt Practices Act (“FCPA”), since we are a U.S.-based and incorporated company.  To follow the laws of all the countries in which we operate, we prohibit corrupt and other improper payments in the conduct of Veralto’s business globally.   
 
Generally speaking, anti-bribery and anti-corruption laws globally prohibit bribery of government and political party employees and officials – that is, payments made improperly to affect a decision or secure an advantage in order to obtain or retain business.  These laws often apply even to small or immaterial payments of cash or other things of value, and to payments made directly or indirectly by a corporation or its agents or other business partners, including joint ventures.  Veralto is committed to compliance with all anti-bribery and anti-corruption laws globally, and this policy is designed to help fulfill that commitment.
 
II.  STATEMENT OF POLICY
 
Unless expressly permitted in this policy and approved in advance in writing in accordance with the procedures set forth in this policy, no director, officer or associate of Veralto or any of its direct or indirect controlled subsidiaries shall make, provide, offer, authorize or reimburse the cost of making or providing, any payment, gift or thing of value to any Government Official (defined below) or to any private person.  Veralto associates are prohibited from giving or accepting bribes, and may only give or accept business courtesies in strict compliance with the gift policy in Veralto’s Standards of Conduct and any other applicable Veralto policies.  Associates should never give or accept a business courtesy that will compromise the associate’s judgment, inappropriately influence others, or reflect negatively on Veralto.
 
This policy also prohibits corrupt payments made by third party representatives of Veralto or any of its direct or indirect controlled subsidiaries. Payments, gifts and things of value may not be provided, offered, authorized or reimbursed, directly or indirectly through any third party acting as an agent or representative of, or independent contractor working for, or otherwise on behalf of Veralto or any of its direct or indirect controlled subsidiaries.  
 
Under this Policy, the term “Government Official” means:
 

• Anyone who works for any government or for any government agency or department;
 
• Any person acting in an official capacity on behalf of a government or any department or agency;
 
• Any person who works for any company that is owned or controlled by any government or government department or agency (remember that in many countries many of our customers fit this description, e.g., hospitals, research institutes, or government owned companies);
 
• Any officer or employee of a public international organization such as the World Bank or the United Nations;
 
• Any political party or any official thereof; or
 
• Any candidate for political office.

 
For the avoidance of doubt, the term Government Official includes elected officials, civil servants and military personnel, as well as employees of government-owned businesses. The term also includes family members of any of these individuals (“family member” includes the person’s spouse or domestic partner and the person’s and the person’s spouse’s grandparents, parents, siblings, children, nieces, nephews, aunts, uncles and first cousins, the spouse or domestic partner of any of these people, and any other individual who shares the same household with the person).
 
Under this policy, the term “payments, gifts and things of value” includes the following (note that these are just examples; this is not intended to be a complete list):
 
Cash payments (never allowed), goods, services, favors, benefits, tickets to entertainment, membership in social organizations, seasonal gifts, conference fees, honoraria, loans, charitable contributions, special discounts, hotel rooms, transportation, job offers, political contributions, gifts (no matter how small), interests in business, and any and all other things that have value to the recipient or that have value to people the recipient cares about (like family, friends and business associates).
 
III.  SCOPE
 
This policy applies to all directors, officers and associates of Veralto and Veralto’s direct and indirect controlled subsidiaries globally.  This policy supplements, but does not supersede, the FCPA and other provisions in the Veralto Standards of Conduct.
 
This policy applies to improper payments of any type offered, made, or received, whether involving government employees and/or officials and/or private parties, and whether in the United States or in any other country in which Veralto does business.  This policy applies to all improper payments, whether made directly or indirectly through subsidiaries, third party agents, independent contractors or otherwise.  Remember, even though the FCPA and similar laws prohibit improper payments to government employees
and officials, this policy prohibits all improper payments, even to persons completely unrelated to any government.
 
IV.  LIMITED EXCEPTIONS
 
The following activities are permitted under this policy only pursuant to prior review and approval in writing as indicated below:
 

1) Provision of non-cash gifts and hospitality that are given in good faith and without
improper intent in connection with Veralto’s legitimate marketing and sales activities, after completion of the below approval process (cash gifts are never permitted).
 
APPROVAL PROCESS:  As provided in the Veralto Standards of Conduct, p. 15 (gift policy) or for gifts to Government Officials or private persons in China, as provided in the China Gift Policy.
 
2) Provision of travel and lodging directly related to the promotion, demonstration, or explanation of Veralto’s products or services, after completion of the below approval process.
 
 

APPROVAL PROCESS:  As provided in the Veralto Customer Trips and Entertainment Policy and Procedure.
 
Under no circumstances shall any officer, director or associate of Veralto or of any direct or indirect controlled subsidiary of Veralto or any third party who conducts business as an agent or representative of, works as an independent contractor for, or otherwise acts on behalf of Veralto or any Veralto affiliate, promise, attempt to make or make any payment to a Government Official or a private person under one of the limited exceptions set forth above without first strictly complying with the applicable approval process referenced above.
 
V.  ACCURATE BOOKS AND RECORDS & INTERNAL CONTROLS
 
The FCPA and other laws impose accounting and record-keeping requirements intended to ensure that companies maintain accurate books and records, as well as appropriate internal controls.    Accordingly, all payments made by Veralto or any direct or indirect controlled subsidiary, or made by any person and reimbursed by Veralto or any direct or indirect controlled subsidiary, must be accurately recorded in Veralto’s corporate books, records and accounts in a timely manner and in reasonable detail.  False, misleading, incomplete, inaccurate or artificial entries in the books and records of any Veralto company are strictly prohibited.  It is never allowed to mischaracterize an improper payment as a proper one, or to bury an improper payment in a larger line item of proper payments.  In addition, each Veralto reporting entity is required to maintain an internal control environment designed to prevent improper payments.   
 

VI.  THIRD PARTY REPRESENTATIVES
 
Before any Veralto company hires or enters into a contract or business relationship with any agent, reseller, distributor, consultant, or other representative to perform work that (i) will or may involve transacting business with a government official, or (ii) that will or may involve making sales of Veralto company products to others, Veralto requires that due diligence be conducted and proper authorization be obtained prior to commencing the relationship with the representative.  The purpose of the due diligence is to establish whether the representative is a legitimate business that will not make corrupt payments; to establish whether it is a government-related entity or person; and whether it has any reputation for (or history of) making corrupt payments.  All Veralto subsidiaries must follow the guidelines in the Veralto Distributor Toolkit in order to comply with this policy with respect to such third parties.
 
 
VII.  MERGERS, ACQUISTIONS, AND JOINT VENTURES
 
Any agreement by a Veralto company to merge, acquire, or enter into a joint venture with a non-Veralto entity requires advance approval from the Veralto Legal Department.  In situations where Veralto or a subsidiary will merge with, acquire a majority stake or operational control in, or acquire all or substantially all of the assets of a non-Veralto entity, Veralto must properly guard against legal, financial, and reputational risks related to potential corruption issues arising from those transactions.   
 
VIII.  COMPLIANCE AND PENALTIES
 
Management and the financial and legal staff of each Veralto business unit are responsible for compliance with and implementation of this policy. Failure to comply with this policy will be grounds for disciplinary action up to and including termination.  In addition, individuals violating anti-bribery laws may be fined and imprisoned as the result of criminal prosecution.  
 
IX.  TRAINING
 
All Veralto salaried associates must participate in FCPA training or Global Bribery and Corruption training every year, and must also review this policy.  Wherever permitted by local law and applicable labor agreements, all salaried associates must certify annually as part of their certification as to the Veralto Standards of Conduct that they have complied with Veralto’s policies relating to anti-bribery and anti-corruption.  
 
X.  REPORTING AND NON-RETALIATION
 
Directors, officers and associates must report any conduct which they believe in good faith to be a violation or apparent violation of this policy to supervisors, higher management or the Veralto Integrity & Compliance Helpline, www.Veraltointegrity.com (for associates in European Union countries where local implementation of the EU
Data Privacy Directive requires special handling, www.Veraltointegrityeu.com). Any such reports shall be treated as confidential to the extent allowed by law and consistent with appropriate investigation. Veralto prohibits retaliation for good faith reports of suspected misconduct.
 
If any Veralto company associate is unsure about whether they are being asked to make an improper payment, they should not make the payment.  They should consult with their supervisor, higher management, their operating company’s legal support or the Veralto Legal Department (or if greater confidentiality is desired, by making a report to the Veralto Integrity & Compliance Helpline, www.Veraltointegrity.com or www.Veraltointegrityeu.com), and obtain advice before making or helping any other person to make any payment.     
 
Any questions concerning this policy or the approval processes required by this policy may be addressed to the Veralto Legal Department.