Supplier Code

Periscope (Quad) Supplier Code of Conduct

Purpose and Scope

Quad's reputation and success starts with an unwavering commitment to honest and ethical business practices. Our long-standing value of Do the Right Thing reflects our culture of ethics and compliance, and forms the basis for this Supplier Code of Conduct ("Supplier Code"). Our expectation is that Suppliers will always Do the Right Thing and follow this Supplier Code at all times and in all situations. The Supplier Code sets forth our requirements in the areas of business integrity, labor practices, associate health and safety, and environmental management.

Suppliers, vendors, contractors, consultants, agents and other providers of goods and services who do business with Quad entities (collectively hereafter referred to as "Supplier" or "Suppliers") are required to follow the Supplier Code. Failure to comply with the Supplier Code may result in the termination of Quad's relationship with a Supplier.

  1. Maintain Knowledge of and Comply with Applicable Laws.

    Suppliers must maintain awareness and understanding of and comply with all applicable laws and regulations of the countries of their operation, including, but not limited to, all laws relating to anti-bribery and kickbacks, anti-corruption, insider trading, export compliance, economic sanctions and anti-boycott, money laundering and human trafficking.

  2. Engage in Free and Fair Competition.

    A free and fair market ensures that our customers receive the best quality products at the best value. Suppliers must not engage in activities that illegally restrain free and fair competition, such as price fixing, bid rigging or market division.

  3. Conduct Business with Integrity, Free of Corruption.

    Suppliers must not sacrifice integrity to get business or business advantages – no matter the size or benefit to the Supplier or Quad. Obtaining or attempting to obtain business or a business advantage or personal benefit through improper or illegal means is strictly prohibited. Suppliers must not give or receive bribes or kickbacks of any kind, obtain business through extortion or other corrupt methods or engage in transactions involving proceeds derived from unlawful activities.

    If Supplier is aware of anyone soliciting or accepting a bribe, kickback or anything of value with respect to Quad's business or other corrupt activity, Supplier must immediately notify Quad's Compliance Department.

  4. Doing Business with Governments Carries Heightened Compliance Obligations.

    Suppliers are expected to be knowledgeable about applicable anti-corruption laws and take steps to ensure that personnel are adequately trained to ensure compliance. Suppliers must scrupulously abide by all anti-corruption laws act in accordance with the United States Foreign Corrupt Practices Act, U.S. Foreign Corrupt Practices Act, the U.K. Anti-Bribery Act, all other foreign equivalents and other anti-corruption laws.

    Suppliers must not, directly or through a third party, offer to provide, provide, promise to provide, or authorize providing anything of value, directly or indirectly, to any foreign official to improperly secure a benefit for the Supplier or Quad, including but not limited to, winning a contract, influencing the procurement process avoiding customs duties, expediting the import/export or permit process, gaining access to non-public bids, evading taxes or penalties, obtaining exceptions to regulations, influencing litigation, preventing contract termination. A "foreign official" includes: any officer or employee of a foreign government or any department, agency, or instrumentality thereof. "Anything of value" includes, but is not limited to, cash or a cash equivalent (gift cards), gifts, travel expenses and/or payment of personal expenses, services, sports outings or other entertainment, charitable donations, medical treatment, loans, jobs for relatives, business courtesy, meal, entertainment or promise of a benefit. It does not matter if such activity is being carried out in a country where paying bribes is a common practice. Such activity is strictly prohibited – whether conducted directly or through a third party intermediary.

    Suppliers must seek express written approval from Quad's Compliance Department before giving anything of value to a government official. All payments, both direct and indirect, made to government officials must be accurately recorded in the Supplier's books and records.

  5. Protect Confidentiality.

    Suppliers with access to confidential information must not disclose such information to any other company or person without advanced written consent from Quad's Global Procurement Department. Confidential information includes, but is not limited to:

    • Product specifications
    • Product content
    • Account information and
    • Quad's brand (logo, name and tag line) in Supplier advertisements or references, this includes written, electronic, visual or verbal communication.

    Supplier procedures must be in place to ensure that confidential information is protected against unauthorized disclosure and theft. Quad Global Procurement must be notified at (414) 566-6000 by the Supplier if they become aware of an actual or possible unauthorized disclosure of Quad information.

  6. Comply with All Export and Import Laws.

    Supplier must strictly adhere to import/export laws, trade controls, and trade compliance rules and regulations, regardless of where they are located, even if outside the United States. These include, but are not limited to, government-imposed export controls, trade sanctions and boycotts that place restrictions on the exports of certain items to particular destinations or parties or for specific end uses; anti-boycott laws that prohibit companies from participating in or cooperating with an international boycott that is not sanctioned by the United States; and laws mandating the proper classification of products for import or export.

  7. Encourage a Diverse Workforce and Provide a Workplace Free from Discrimination, Harassment, Retaliation and Any Other Form of Abuse.

    Quad expects its Suppliers to provide and foster a diverse and inclusive workplace. Suppliers shall conduct their workplace and business activities free from discrimination or harassment based on race, religion, creed, color, national origin, ancestry, sex, gender, pregnancy or related conditions, age, physical or mental disability, veteran status, sexual orientation, gender identity, genetic information or any other basis protected by federal, state or local law. Suppliers shall treat business partners and employees with respect and dignity, without regard to any protected category.

  8. Treat Employees Fairly, Including with Respect to Wages, Working Hours and Benefits.

    Suppliers shall comply with all applicable legal and regulatory requirements relating to working hours, wages and benefits, including, but not limited to those pertaining to minimum wage, overtime, maximum working hours, rest and meal breaks, and time and recordkeeping.

  9. Prohibit All Forms of Forced or Compulsory Labor.

    Quad prohibits forced and compulsory labor and human trafficking and will not do business with any Supplier that engages in compulsory labor or human trafficking. Suppliers shall not use physical punishment or threats of violence or other forms of physical, sexual, psychological or verbal abuse or confiscate identify, immigration or work authorization documents as a method of discipline or control.

  10. Prohibit the Use of Child Labor.

    Suppliers shall adhere to minimum employment age limits required by applicable law and regulation. In no instance shall a Supplier permit children to perform work that exposes them to undue physical risks that can harm physical, mental, or emotional development or improperly interfere with their schooling needs.

  11. Respect Employees' Right to Freedom of Association and Collective Bargaining, Consistent
    with Local Laws.

    Consistent with applicable law, Suppliers shall respect employees' rights to join or refrain from joining associations and worker organizations.

  12. Provide Safe and Healthy Working Conditions.

    Suppliers shall proactively manage health and safety risks to provide an environment where occupational injuries and illnesses are prevented. Suppliers must implement management systems and controls that identify hazards and assess and control risk related to their specific industry. Also, Suppliers shall provide potable drinking water and adequate restrooms; fire exits and essential fire safety equipment; emergency aid kits and access to emergency response including environmental, fire and medical.

  13. Carry Out Operations with Care for the Environment and Comply with All Applicable Environmental Laws and Regulations.

    Suppliers must comply with all applicable environmental laws and regulations and abide by three principles on the environment:

    1. Support a precautionary approach to environmental change,
    2. Undertake initiatives to promote greater environmental responsibility, and
    3. Encourage the development and diffusion of environmentally friendly technologies.

    To comply with these principles, Suppliers are to ensure that the resources and
    materials (including precious metals) they use are:

    • Sustainable;
    • Capable of being recycled;
    • Used effectively with a minimum of waste unless Quad specifically requests a Supplier to use a specific product or material; and
    • Processes are planned, monitored and conducted in such a way to ensure environmental impacts are minimized.
    • Suppliers must not use resources or materials that result in PFAS or any known carcinogen being brought onto any Quad premises or incorporated into any Quad materials.

  14. Maintain Accurate Records and Bookkeeping.

    Suppliers must maintain and retain accurate financial books and business records in accordance with all applicable legal and regulatory requirements and accepted accounting practices. Supplier payments, reports, records and filings made in the course of business must be accurate and truthful. No one may falsify or improperly alter any information contained in the Supplier's records. If signing a document, Supplier must ensure its accuracy. If Supplier knows of an inaccuracy in a Supplier or Quad document, Supplier must report it immediately to Quad's Global Procurement Department

    For example:

    • All funds, assets, transactions and payments must be accurately reflected;
    • Payments for goods and services provided to Quad must be payable to the company legally entitled to receive payment;
    • All invoices must accurately reflect the items and services being purchased or sold and the prices being paid; and
    • Discounts must be included in the price or otherwise stated on our invoices. Documents and records must also be retained for the appropriate period of time as required by company policy or by the law.

    Documents and records must also be retained for the appropriate period of time as required by company policy or by the law.

  15. Deliver Products and Services Meeting Applicable Quality and Safety Standards.

    Quad is committed to producing high quality and safe products across all of our brands. Suppliers involved in any aspect of developing, handling, packaging or storing our products are expected to:

    • Know and comply with the product quality standards, policies, specifications, and procedures that apply to the products produced at your location;
    • Follow and adhere to good manufacturing practices and testing protocols;
    • Report issues immediately to Quad that could negatively affect the quality or public perception of a Quad product; and
    • Provide Safety Data Sheets (SDs) upon request.

  16. Respect Animal Welfare.

    Suppliers must ensure that they do not conduct, or cause third parties to conduct, any animal testing on products, raw materials or components of finished products supplied to Quad, unless such testing is necessary to meet the requirements of applicable laws or regulations.

  17. Observe Quad's Policies Regarding Gifts, Entertainment and Conflicts of Interest when Dealing with Quad Employees.

    Suppliers doing business or seeking to do business with Quad are prohibited from providing gifts, entertainment, favors, gratuities, and cash or cash equivalents to employees. Such gifts could influence an employee's ability to make appropriate judgments in the interests of the business. Modest business courtesies are acceptable only in connection with legitimate business purposes.

  18. Adhere to Quad's Supplier Global Procurement Protocol for Onsite Visits.

    Supplier inquiries should be directed to Global Procurement at (414) 566-6000. Supplier site visits must be for valid business purposes and Suppliers must perform the following prior to visiting Quad locations:

    • Obtain approval from Global Procurement or Department Manager/Supervisor prior to visit,
    • Have acknowledged understanding and receipt of Quad's safety manual, and
    • Have completed Quad's onsite safety orientation.

  19. Support Compliance with the Supplier Code.

    Suppliers must establish appropriate management processes and cooperate with reasonable assessment processes requested by Quad. To conduct business with Quad, Suppliers must enter into contracts and execute purchase orders that mandate compliance with the Supplier Code. With prior notice, Quad may conduct reasonable audits to verify Supplier's compliance with the Supplier Code.

    Quad expects Suppliers to act responsibly in all respects and to ensure that no abusive, exploitative or illegal conditions exist in their supply chains. Suppliers must also require that their subcontractors and vendors abide by the requirements and values as set out in the Supplier Code.

  20. Report suspected violations of the Supplier Code.

    Suppliers may report suspected violations of the Supplier Code to the Quad ethics and compliance hotline at:

    • U.S. and Canada 1-877-895-5411
    • Argentina 0800-266-4534
    • Brazil 0800-892-1579
    • Chile 1230.0200.5584
    • Colombia 01-800-912-0135
    • India 000 800 0502 227
    • Mexico 001-877-556-8022
    • Perú 0800-70-005 and 0800-52-950
    • Poland 0-0-800-111-1564

    The locations below have specific access information for reports by phone. First, dial the code below then enter the Ethics and Compliance Hotline number (877.895.5411) when prompted.

    China:

    • North, Beijing CNCG: 108.888
    • PRC-South, Shanghai – China Telecom: 10.811

    Denmark: 800.100.10

    Dominican Republic: 1.800.225.5288

    France:

    • Telecom: 0.800.99.0111
    • Telecom Development: 0805.701.288

    Germany: 0.800.225.5288

    Hong Kong:

    • Hong Kong Telephone: 0.800.225.5288
    • New World Telephone: 800.93.2266

    Sweden: 020.799.111

    Thailand: 1.800.0001.33

    United Kingdom: 0.800.89.0011

    Northern Ireland

    • Ireland: 1.800.550.000
    • UIFN: 00.800.222.55288

    Vietnam

    • Viettel: 1.228.0288
    • VNPT: 1.201.0288

    The ethics and compliance hotline is available worldwide on a 24/7 basis. Reports may also be made electronically by using web-based reporting:

    All such reports are treated as confidential, whether provided through our telephone line or web- based reporting, and you may remain anonymous where permitted by law.

    No Supplier may retaliate against an employee for making a good faith complaint or participating in an investigation under this Supplier Code.