Code of Business Conduct
and Ethics Policy
Last Updated November 2023

Dear Employees, Officers, and Directors of Kroll:
The good name, trust, and reputation of Kroll and all its businesses and affiliates (“Kroll” orthe "Firm") are a result of the dedication and hard work of all of us. Together, we areresponsible for preserving and enhancing this reputation, a critical part of upholding ourvalues and fundamental to our continued success. At Kroll, our goal is not just to comply
with the laws and regulations that apply to our business; we also strive to achieve thehighest standards of business conduct.
In this document, we set forth Kroll’s Code of Business Conduct
and Ethics ("Code"), which has been approved by our Board of
Directors. The purpose of the Code is to reinforce the Firm's
commitment to carrying out our business in an ethical way and theJacob Silverman
Chief Executive Officer

policies set forth here are part of our long-standing tradition of
ethical business practices.
All employees, officers and directors are expected to comply withthe policies set forth in this Code. Please carefully read the Codeand make sure that you understand it and how the Codecontributes to the success of the Firm. If you have any questions,speak to your supervisor, the Compliance Department, Legal
Department, or any of the other resources identified in this Code.
The Code is not intended to cover every applicable law andregulation, nor can it provide answers to all questions that mightarise. As such, in addition to the Code, we ask that you rely on yourgood sense of what is right, including knowing when it is appropriate to seek advice andguidance from others on the appropriate course of action. If you are ever in any doubt about
the advisability or propriety of a particular practice or matter, you should seek others’
guidance.
At Kroll, we are committed to providing the best and most competitive risk and financial
advisory solutions to our clients. Adherence to the principles set forth in the Code will help
us achieve success in that goal.

Sincerely,
Jacob Silverman
Chief Executive Officer

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TABLE OF CONTENTS
1

THE CODE OF BUSINESS CONDUCT AND ETHICS IN PRACTICE ................ 3

2

RESPONSIBILITY TO OUR ORGANIZATION ....................................................... 7

3

RESPONSIBILITIES IN THE MARKETPLACE ...................................................... 16

4

INTERACTING WITH THE GOVERNMENT ......................................................... 19

5

RESPONSIBILITY TO OUR PEOPLE ..................................................................... 21

6

RESPONSIBILITY TO THE COMMUNITY ............................................................. 23

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1

The Code of Business Conduct and Ethics in Practice

1.1 About the CodeWe at Kroll are committed to honest and ethical conduct in all our business activities andrelationships with each other, our clients, suppliers, shareholders, regulators, and otherstakeholders.
We strive to protect, restore, and maximize value for our clients as One Team, One Kroll.
The way we conduct our business must be aligned with the core values of the Firm:•

Excellence: Excellence is a mindset – we do challenging work and pursue
extraordinary results. We relentlessly focus on excellence – for our clients and ourcolleagues.

•

Ambition: We are energized to learn, to teach, to grow. We constantly seek to do
better – comfort and excellence rarely co-exist.

•

Inclusion: We embrace and cultivate diversity – we respect, include, and value one
another. We support and care about the communities where we live and work.

•

Innovation: We challenge ourselves to discover new ways to create value. We takecalculated risks, learn from failure, and quickly find our next success•

Courage: We make bold decisions, not just easy ones. We find, reveal, and tell thetruth. Integrity is the foundation of everything we do.

•

One Team, One Kroll: We are stronger together – always focused on solutions, notsilos. We collaborate across borders and disciplines in pursuit of excellence.

Our reputation and continued success depend on the integrity of our behaviors, actions, anddecisions. We conduct our business ethically and in compliance with applicable laws andregulations and we make choices based on our core values. This code provides fundamental
principles and key policies reflecting our core values to guide our decisions and govern the
conduct of our business.
All who work for, or on behalf of, Kroll, have a duty to demonstrate the highest standards ofbusiness conduct. Our Code applies to every officer, director, and employee, whether full-timeor part-time, contract employee, temporary employee, intern, or anyone else acknowledging
or providing a certification with respect to the Code (collectively “employees”). We also expect
agents, vendors, suppliers, consultants, business partners, and third-party representatives tocomply with the principles of the Code and uphold our core values when working for or on
behalf of Kroll.

31.2 Making Ethical Decisions
This Code serves as a framework to guide us in making ethical decisions. While this Code will
help address many situations, it is not intended to address every situation that may arise. We
rely on you to practice sound decision-making and take actions that will foster an ethical
workplace. If you are unsure of the proper course of action, the following series of questions
may be able to guide you:
Is it compliant
withlaws, Yes
regulations, the →Code, and ourpolicies?

↓

Is it consistent Yes
with our core →values?

↓If it came out in a
news
story Yes
would
it →
strengthen our
reputation?

↓

Is it in the best Yes
interest of the→firm and/or ourclients?

Your decision likely
complies with the
Code.

↓

NOT SURE

Seek guidance before proceedingNO

Do not proceed

You may seek guidance from your manager, People Business partner, the Legal Department,
the Chief Compliance Officer, or via the Ethics Hotline.

1.3 Meeting Our Shared Obligations
Employees are in the best position to protect the Firm’s reputation through their personalcommitment to integrity and ethical behavior.
We are each expected to be responsible for the following:•

Understanding, staying apprised of, and complying with our Code, Firm policies, andall applicable laws and regulations•

Conducting ourselves according to the highest ethical, professional, and legal
standards•

Seeking guidance if we have a question about our Code, our policies, or the law

Any employee who becomes aware of an issue or practice involving a potential violation oflaw, Firm policy, or the Code, is strongly encouraged to report the matter immediately.
For purposes of the Code, “managers” or “supervisors” include officers and managing
directors of the Firm, and any other employee who has management or supervisory
responsibilities. In addition to their responsibilities as employees, managers and supervisors
must lead by example and set a tone that reinforces the importance of compliance and ethicalbusiness conduct. Managers and supervisors must create a culture where employees feel
comfortable raising concerns, and managers and supervisors must escalate any concerns
through the proper channels.

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1.4 Seeking Advice and Raising Concerns
Kroll provides multiple resources to help us conduct business ethically and in compliance withthe law everywhere we operate.

1.4.1 Administration of the Code
The Compliance Department and Legal Department are responsible for administering,overseeing, and monitoring compliance with this Code.
For further information about the Code and its implementation, Employees should consult theinternal Code of Business Ethics web page which sets out the related policies referenced in
the Code as well as procedures and guidance.

1.4.2 Reporting Violations and Seeking Guidance
We each have a responsibility to speak up if we have questions or concerns. If you becomeaware of an actual or potential violation of applicable laws or regulations, this Code, or anotherFirm policy, you should promptly report that information. Kroll provides multiple internal
resources for reporting violations, asking questions, or raising concerns:•

Your direct manager or supervisor•Your People Business Partner•

The Legal Department•

The Compliance Department•

Kroll Ethics Hotline

1.4.3 The Ethics Hotline
The Firm has a 24-hour Ethics Hotline which is provided through a third-party service
provider to help maintain confidentiality when requested. Employees may use the Ethics
Hotline to ask questions, seek guidance, raise concerns, or to report suspected violations of
the Code, Firm policies, or the law. Reports may be made anonymously, where permitted by
local law; however, it may be more difficult for the Firm to thoroughly investigate reports thatare made anonymously. You are therefore encouraged to share your identity when reporting.
Your confidentiality will be protected to the greatest extent possible and in accordance withlocal law. You can access the Hotline as follows:
Via the internet:•

Kroll Ethics Hotline

Via telephone:•In the US: 1-866-921-6714•

In the United Kingdom: 0-800-092-3586

5•

Please consult the Code of Business Ethics intranet page for telephone numbers inother countries.

1.4.4 Investigations of Suspected Violations
All reported violations will be treated confidentially to the extent reasonably possible andpermitted by local law and promptly investigated by a designated, independent person within
the Firm. It is imperative that reporting persons not conduct their own preliminary
investigations. Acting on your own may compromise the integrity of an investigation andadversely affect both you and the Firm.
Due to requirements under data protection laws in some jurisdictions, the Firm may be
obligated to inform the subject of a reported violation that a report was filed and how he or
she may exercise his or her right to access and correct the information regarding theallegation. This right to access information does not entitle the subject of the allegation to any
information identifying the person who reported the allegation.

1.4.5 Non-Retaliation
Kroll strictly prohibits retaliation against any person for making a good faith report ofsuspected misconduct, raising concerns, or asking questions about the Code, or cooperating
in an investigation. If you report a suspected violation and it turns out that a violation has notoccurred, you will not be penalized for reporting in good faith if you came forward withinformation you believed to be true. Retaliation is a violation of this Code and anyone
engaging in acts of retaliation will be subject to disciplinary action, up to and including
termination.
Anyone making a report in bad faith may be subject to disciplinary action, as local law permits.
It is unacceptable to knowingly make a false complaint or provide false information during thecourse of an investigation.

1.4.6 Reports Regarding Accounting Matters
The Firm is committed to compliance with applicable securities laws, rules, and regulations,accounting standards and internal accounting controls. You are expected to report any
complaints or concerns regarding accounting, internal accounting controls and auditing
matters promptly. Reports may be made to the Chief Financial Officer, Legal Department,
Compliance Department, or to the Ethics Hotline.

1.4.7 External Reporting
Nothing in this Code prevents you from reporting to the government or regulators conductthat you believe to be in violation of law or potential violation of law.

6

1.5 Waivers of the CodeIn exceptional circumstances, waivers of our Code may be granted. Any waiver request will
be evaluated on a case-by-case basis. Any waiver request made by a member of the Firm’s
Executive Committee may only be granted by the Firm’s Board of Directors or the appropriate
Board committee and must be promptly disclosed where required by law or regulation.
Waivers of this Code for other employees may be granted only by the General Counsel.
To the extent any requirement in the Code violates local law, it will not be enforced in thatjurisdiction. If you are unsure of whether the Code or local law applies, you should seek
guidance from your manager, People Business partner, the Legal Department, the Chief
Compliance Officer, or via the Ethics Hotline.

1.6 No Rights CreatedThis Code is a statement of the fundamental principles and key policies that govern the
conduct of the Firm’s business. It is not intended to and does not create any obligations to or
rights in any employee, director, client, supplier, competitor, shareholder or any other personor entity. This Code does not act as an employment contract and cannot change any
individual’s personal employment status.

1.7 Compliance with the CodeFirm employees who violate this Code or other Firm policies may be subject to disciplinary
action, up to and including termination. Any violation of applicable law or regulations will also
be considered a violation of the Code.

2

Responsibility to Our Organization

As Kroll employees, we are required to act in the best interests of the Firm, protect firm
assets, systems, and information, ensure financial integrity, and preserve the Kroll brand.

2.1 Conflicts of Interest
We all have an obligation to ensure that our personal interests and activities outside of theFirm do not interfere with our ability to make sound business decisions and act in the bestinterests of Kroll. A conflict of interest occurs when our personal interests interfere, or evenappear to interfere, with the interests of the Firm. A conflict situation can arise when ouractions are influenced by personal interests that make it difficult to perform our work
objectively and effectively. Personal interests also include situations that benefit a family
member or friend, domestic partner, or someone with whom you have a significant personal
relationship (i.e., someone who lives with you, is financially dependent on you, or who you are
finally dependent on, regardless of familial relationship), or an entity in which you or any such
person owns a material interest.

7

Conflicts may arise, for example, from personal investments or financial interests, service on
boards of other entities, outside employment, personal or family relationships that overlap
with your professional life, financial or business relationships, or any situation in which we
may be inappropriately influenced in making a business decision.
It is not possible to describe every potential conflict of interest. We rely on you to exercise
sound judgment, seek advice when appropriate, and avoid situations where anyone could
question whether you were inappropriately influenced in making a business decision. You
must disclose to the Compliance and Legal Departments any activities that you think might
involve a conflict of interest.
Some common conflicts we must avoid include the following:•Working for, or serving as a director, officer, or advisor to a competitor of Kroll, or
engaging in any activity to advance a competitor’s interests.

•

Holding a substantial investment or ownership or any other personal interest in any
entity providing goods or services to Kroll, for example, a vendor supplier, service
provider, lessor, client, or competitor of Kroll, or steering or selecting any such personor entity to provide goods or services to Kroll.

•

Creating or maintaining any interest that impairs or could give the appearance ofimpairing your ability to make objective decisions on behalf of the Firm. In addition,
investments must always comply with our Personal Investment Policy and Insider
Trading laws.

•

Outside employment with a client while delivering services to that client or a vendor
when receiving services from such vendor.

•

Taking personal advantage of a business or investment opportunity you learned ofthrough your position at the Firm that the Firm might be interested in pursuing.

•

Using your personal influence to induce Kroll to do business with or provide favored
treatment to a company or person for the purpose of a direct or indirect benefit to you,a family member, or someone with whom you have a significant personal relationship,including with respect to any sales, investment opportunities, hiring, promoting,selecting contractors or vendors, or any other business matter.

•

Using Kroll assets, property, or information, including your position at Kroll for
personal benefit or improper personal gain, or to pressure others to assist you in
pursuit of your personal interests.

Always seek prior approval from the Compliance Department for the following:•

Serving on the board of any for-profit organization (or on an advisory committee forsuch an organization)•

Outside employment with or provision of services to a client, vendor, or supplier of the
Firm

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•

You or a family member, or someone with whom you have a significant personal
relationship, serving as or holding material interest in a vendor or supplier to the Firm•

Outside employment or provision of services in an area that involves the professional
skills you use at Kroll

If you find yourself in a situation that might pose a conflict of interest, you must disclose it to
the Compliance and Legal Departments and get written approval before you proceed.

2.2 Gifts and Entertainment
Offering or accepting gifts or entertainment may be appropriate and permissible as part of
the normal business process to the extent it does not influence or appear to influence businessdecisions.
Gifts and entertainment include anything of value and can take many forms, including but notlimited to, meals, goods or services, tickets to sporting or other events, discounts, loans, cash,
prizes, transportation, travel expenses, use of vehicles or vacation facilities, stocks, or othersecurities, charitable or political contributions made on your behalf, or gift certificates.
We must never accept gifts or other benefits if our business judgment or decisions could be
affected. Offering or accepting of any gift or entertainment must be in compliance withapplicable laws and regulations, this Code and Firm policies. In addition to the above, any gift
or entertainment offered or accepted must meet the following criteria:•

Be customary and commonly accepted business courtesies•

Comply with the gift and entertainment policy•

Not be excessive in value, lavish, frequent or in excess of generally accepted practices•

Not involve inappropriate activities•

Not violate standards of conduct at the other party’s organization

Gifts of cash or cash equivalents (including gift certificates, securities, below-market loans,etc.) are strictly prohibited and must be returned promptly to the donor1.
There are strict laws that govern providing gifts and entertainment to government officials.
Due to the heightened risks when interacting with government officials, you are prohibitedfrom providing gifts or entertainment government officials in connection with Firm businesswithout first obtaining prior written approval from the Compliance Department or Legal
Department. Please also see the “Anti-Corruption” section of this Code, as well as the AntiBribery and Corruption Policy for more details.

In the case of a raffle, prize, or similar type of giveaway, gift cards worth $100 (or the local equivalent) or less in aggregate value per source
per calendar year may be accepted.
192.3 Insider Trading
Employees are prohibited from buying or selling securities of companies when the Firm is inpossession of inside information or "material nonpublic information." This conduct is known
as "insider trading." Passing insider information along to a third party who may buy or sell
securities – known as "tipping" – is also illegal.
Information is "material" if (a) there is a substantial likelihood that a reasonable investor wouldfind the information important in determining whether to trade in a security, or (b) the
information, if made public, likely would affect the market price of a company's securities.
Information is nonpublic unless it has been adequately disclosed to the public, which meansthat the information must be publicly disclosed, and adequate time must have passed for the
securities markets to digest the information.
This prohibition applies to securities of our clients or any other public company related to thebusiness of Kroll, including suppliers, vendors, or consultants.
If there is any question as to whether information is material and/or non-public, contact theCompliance Department or the Legal Department for guidance.
See the Personal Investment Policy for additional information.

2.4 Protection and Proper Use of Firm Assets
We each have a duty to protect Firm assets from fraud, theft, negligence, and waste.
Employees must use Kroll financial resources, communication systems and other assets in amanner that complies with Firm policy and promotes their efficient and legal use.

2.5 Fraud
Acts of fraud include the intentional concealment of facts with the purpose of deceiving or
misleading others. Fraud may also include falsification of information on financial statements,
falsifying expense reports, or otherwise misrepresenting information for personal gain.
Engaging in fraud is a fundamental breach of our core values and we treat it as a most serious
breach of the Code. Kroll expects employees to take all reasonable steps to prevent, identify,
and report instances of known or suspected fraud committed by or against the Firm-by-Firm
employees or third parties. Suspected or actual instances of fraud or other financial
irregularities should be brought to the immediate attention of the Chief Financial Officer, theChief Compliance Officer, the Legal Department, or reported via the Ethics Hotline.

2.6 Truthful and Accurate Reporting
It is Firm policy to ensure business and financial records are accurate and complete. Krollfunds, assets and transactions must be properly and accurately recorded on the books andrecords of Kroll and in accordance with generally accepted accounting principles (“GAAP”) or
equivalent applicable local rules and standards.

10You must complete all Firm documents accurately, truthfully, and in a timely manner, including
all time, travel and expense reports, acquisition or disposition of Firm assets, or other firm
records. The making of false or misleading entries, records or documentation is strictly
prohibited.
Kroll business records, documents and records prepared for submission to a government
agency and public disclosures and communications must be truthful, accurate, fair, andunderstandable given their intended use.
If you become aware of unrecorded transactions, or false or artificial entries in the books andrecords of the Firm, or issues with the Firm’s accounting practices, please raise your concerns
immediately with the Chief Financial Officer, the Chief Compliance Officer, the Legal
Department, or report concerns via the Ethics Hotline.

2.7 Record Retention
The Firm is committed to maintaining records needed to meet our legal, regulatory,
accounting, and business requirements, in compliance with all applicable laws. We must
follow the Firm’s record management practices and record retention schedules. The Firm’s
policy is to identify, maintain, safeguard, and destroy or retain all records in the Firm’s
possession on a systematic and regular basis.
If you learn of a subpoena or a pending or contemplated litigation or government
investigation, you should immediately contact the Legal Department. A “legal hold” applies torecords connected with subpoenas seeking information and actual or anticipated litigation or
regulatory action. You must retain and preserve from destruction all records that may be
responsive until you are advised how to proceed by the Legal department.
See the Records and Information Retention Schedule.

2.8 Improper Influence on Conduct of Audits
Independent auditors periodically audit the Firm’s financial statements. We will not directly
or indirectly take any action to coerce, manipulate, mislead, or influence any independent or
certified public accountant engaged in the performance of an audit or review of the Firm’s
financial statements for the purpose of rendering those financial statements materiallymisleading, nor will we direct any other person to do so.
We will cooperate fully, promptly, and truthfully in any audit of the financial statements. Thisobligation includes, among other things, responding to requests for information, participating
in interviews and disclosing all information relating to the subject matter of the audit.

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2.9 Confidential Information
Employees, in the course of work-related duties, will have access to confidential Client andFirm information. Confidential information is information that is not generally known oravailable to the public which is generated or gathered in the Firm’s business and operations.
Confidential information includes proprietary Firm information, trade secrets, information
about the Firm, its employees, clients, prospective clients, suppliers, or other third parties. It
includes the kind of information that, if disclosed, could be valuable to competitors or harmful
to the Firm or our clients.
This information is the property of the Firm or our Clients and may not be used by any
Employee to benefit themselves or other parties. We are committed to protecting confidential
information entrusted to us.
You are required to adhere to the principles outlined below regarding the protection ofConfidential Information.
•

You must strictly comply with the terms of any non-disclosure or confidentiality
agreement with our clients or other parties•

You may only access Confidential Information when access is both authorized andnecessary for the performance of job duties.

•

You must not disclose confidential information to any person who does not havepermission to receive it.

•

You may only share Confidential Information with other Kroll Employees where there
is a legitimate business purpose. You may not disclose confidential information toanother Firm employee who does not have a business need to know it.

•

You must carefully guard against disclosure of confidential information to people
outside the Firm, except where authorized in writing to do so by the Firm or Client orsuch disclosure is essential to the performance of job duties. Where disclosure ispermitted, a non-disclosure, confidentiality or other agreement may be required prior
to such disclosure. Contact the Legal Department for guidance.

•

You must use only secure devices as authorized by Information Technology to store,
manage, and transmit confidential information.

•

You may not use the information for your own benefit or personal gain.

Your obligation to treat information as confidential does not end when you leave the Firm.
Upon the termination of your employment, you must return everything that belongs to theFirm, including all documents and other materials containing Firm and client confidential
information. You must not disclose confidential information to a new employer, and you may
not disclose your previous employer's confidential information to the Firm.
See the Records and Information Management Policy for additional information.

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Your obligation to treat information as confidential is not intended to restrict your ability to
discuss wages or terms and conditions of employment, in accordance with applicable labor
laws, nor it intended to restrict reporting violations of the law to the government or regulators.

2.10 Intellectual Property
The Firm’s intellectual property (such as ideas, inventions, discoveries, trade secrets,
copyrighted material, patented material, and trademarks) is a valuable corporate asset that
we must work to protect.
Subject to limited exceptions, Kroll owns all products, processes, information, models,financial and data structures, software, documentation, methodologies and other materials,
inventions, developments, discoveries, research, and any intellectual property related to theFirm’s business that is created or modified by employees while working for the Firm.
•

Trademarks: Our logos and the name Kroll are examples of trademarks. You must
always properly use our trademarks and the trademarks of third parties.

•

Copyright Compliance: Works of authorship such as books, articles, drawings,
computer software and other such materials may be covered by U.S. and foreign
copyright laws. It is a violation of those laws and of the Firm’s policies to makeunauthorized copies of or derivative works based upon copyrighted materials. The
absence of a copyright notice does not necessarily mean that the materials are notcopyrighted.

•

Intellectual Property Rights of Others: It is Firm policy not to infringe upon theintellectual property rights of others. When using the name, trademarks, logos, or
printed materials of another company, including any such uses on the Firm’s websites,
you must do so properly and in accordance with applicable law.

2.11 Data Privacy
As a global Firm, Kroll is subject to various data privacy and protection laws that govern thecollection, use, disclosure, and transfer of personal data. In the normal course of our business,
we may collect personal data about individuals, including employees, clients, suppliers, andother persons with whom we do business. The Firm is committed to limiting the collection
and use of personal data to that which is legitimately needed to carry out our business, andto implementing measures designed to protect that information.
It is a breach of our policies, and in many cases a violation of the law, to use or disclose
personal data for anything other than legitimate business purposes.
We each have a responsibility to ensure that personal data is being collected, shared, andused in appropriate ways, and that individual privacy rights are protected.
See the Global Privacy Policy and the Information Security Policy.

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2.12 Computer and Communication Resources
Each of us is responsible for safeguarding and maintaining any Firm property that is entrusted
to our control, including information technology (IT) systems or resources, such as e-mail, theInternet, networks, software, Firm-issued mobile devices and computers, and the informationthat runs on them.
The integrity of IT systems requires refraining from installing or using unapproved or
unlicensed software or bypassing the Firm’s information security measures. It also requiresthat we secure our passwords and other personal access information in order to prevent
unauthorized access.
When using any Firm IT resources, we should always conduct ourselves professionally andcourteously. We are all responsible for properly and appropriately using IT resources, inaccordance with applicable laws, Kroll’s Acceptable Use of Information Technology Policy
and all other Firm policies, including those relating to privacy, harassment or discrimination.
We must also comply with applicable license agreements for software and publishedmaterial.
All IT systems and all information transmitted by or stored in IT Systems are the property of
Kroll. Where and as permitted by law, authorized management reserves the right to monitor
or access email messages or system activities and use. No employee should have any
expectation of privacy regarding email or system use.

2.13 Use of Social Media
Kroll encourages communication and collaboration among its employees, clients, andbusiness partners through the appropriate use of social media. It is important to practice good
judgment whenever using social media and to remember that information posted on theInternet can remain in the public domain indefinitely and reach global audiences
instantaneously.
When using social media, remember:•

Never disclose confidential or proprietary Firm or client information on social media.

•

Never make any disparaging comments about customers or otherwise interfere witha customer relationship, and do not knowingly make false representations about yourcredentials or work.

•

Do not represent that you are authorized to speak on behalf of Kroll unless you areauthorized to do so by the Marketing Department.

14•

Unless authorized to speak on behalf of the firm, your communications are your own
personal opinions and do not reflect the opinion of the Firm. When using social media
to discuss Firm-related topics, make it clear that your opinions are your own and do
not necessarily reflect the views of Kroll. When endorsing or otherwise promoting
Kroll, you must disclose your association with Kroll in a clearly viewable manner (e.g.,inserting #Krollemployee conspicuously in close proximity to the content).

Ultimately, all of us are Kroll “brand ambassadors” and we should consistently act in a mannerthat reflects our core values. See the Social Media Policy for further information.
Nothing in this Code or any Firm policy is intended to interfere with or discourage any
activities under applicable labor relations laws, including engaging in concerted activity,
including but not limited to collective bargaining.

2.14 Interaction with External Stakeholders
The Firm designates certain authorized persons to communicate with the media, the public,
and other external stakeholders on the Firm’s behalf. Only authorized persons can speak as
representatives of Kroll. Therefore, we may not make public statements or issue material on
the Firm’s behalf unless we have been appropriately authorized.
•

Requests for information from external stakeholders should be referred to theappropriate departments.

•

Requests for information from the media, financial community, shareholders, or the
public should be referred to the Marketing Department.

•

Regulatory inquiries and requests should be directed to the Compliance Department
or Legal Department.

•

Requests for information or inquiries from the government should be directed to theLegal Department.

For requests for any other type of information from an unknown person, employees must
consult with the Legal Department prior to engaging in any discussion or providing any
information.

2.15 Additional Obligations of Certain Employees
Employees in certain service lines or jurisdictions may have additional obligations or
restrictions (for example, but not limited to, FINRA Registered Representatives or employees
subject to UK Financial Conduct Authority rules). If you are one of these employees, it is yourresponsibility to know what is expected of you and to meet all applicable obligations.
Contact the Compliance Department if you have questions about licensing, training, or otherrequirements.

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3

Responsibilities in The Marketplace

3.1 Preventing Financial Crime
The Firm is committed to preventing the use of its services for criminal activities including
money laundering and terrorist financing.
“Money laundering” is the process of moving criminal funds or the proceeds of crime throughthe financial system in order to hide their criminal origin and make it appear that the funds
come from a legitimate source. Money laundering can result from any criminal activity,
including terrorism, narcotics trafficking, human trafficking, corruption, fraud, bribery, or tax
evasion. “Terrorist financing” refers to the use of funds that may come from legitimate or
criminal sources but are destined for terrorist organizations.
Anti-money laundering laws of the United States and other countries and internationalorganizations require transparency of payments and the identity of all parties to transactions.
We are dedicated to complying with all applicable Anti-Money Laundering (AML) laws, rules,
and regulations, and U.S. OFAC regulations, as well as economic and trade sanctions imposed
against countries, governments, individuals, and entities specified by the competentauthorities in the jurisdictions where we conduct business.
We will not deal, directly or indirectly, with any person, entity, or group subject to antiterrorism measures or whom we believe or have reason to believe is involved in the financing
of terrorist activities. We conduct business only with clients willing to provide us withinformation regarding their true identity and ownership structure. We avoid the transfer offunds to or from entities or countries not related to a transaction.
We each have a duty to act diligently to prevent our services from being used to further money
laundering and terrorist financing. You must know and understand the clients you are dealing
with and obtain the necessary information to verify the identity of each client. You must be
vigilant of any suspicious activity and immediately report suspicious activity to theCompliance Department.

3.2 Anti-Corruption
Kroll has a zero-tolerance policy towards bribery and corruption in the public and private
sectors. We will not give, offer, or accept anything of value in the nature of a bribe, kickback,or other illegal, improper, or corrupt payment. We may never give, offer, or promise anythingof value to secure an unfair business advantage or improperly influence a business decision,or even appear to do so. We also cannot engage an agent, representative, or third party tomake an improper payment on our behalf, as we can be held liable for their actions.

16

We strictly comply with the anti-corruption laws that govern our operations including the
U.S. Foreign Corrupt Practices Act (“FCPA”) and similar laws of other countries in which
we operate. These laws generally prohibit the payment of bribes to government officials to
assist in obtaining or retaining business, or for the purpose of influencing them to misuse theirofficial capacity to secure any improper advantage. Government officials include officers andemployees of any government department or agency, any person acting in an official capacity
for or on behalf of any government department or agency, officers, and employees ofgovernment-owned corporations (also referred to as state-owned enterprises), and politicalparty officials and candidates for public office.
The Firm also prohibits commercial, or private sector, bribery. This may include, for example,
corrupt dealing such as paying a kickback to agents or employees of prospective clients inorder to secure an advantage over business competitors.
In addition, to prevent concealment of bribery, laws require that the Firm create and use
regular bookkeeping, accounting, internal controls, and compliance procedures sufficient to
identify and prevent potential bribery. It is a criminal offense to knowingly falsify a company’sbooks and records or knowingly circumvent internal accounting controls.
The consequences of bribery can be serious not only for the Firm but also the individuals
involved and can include civil and criminal fines and penalties.
See the Kroll Anti-Bribery and Corruption Policy for additional information.

3.3 Export/Import and Other Trade Restrictions
We comply with all trade control laws and regulations which relate to importing and exporting
goods, technology, software, services, and financial transactions. We will not commit Kroll toengage in trade in any country that is currently subject to trade restrictions imposed byauthorities in jurisdictions where the Firm conducts business.
All activities or engagements involving sanctioned countries must be reviewed by the Legaland Compliance Departments to ensure compliance with trade control laws. The list of
broadly sanctioned countries is updated regularly and is available on the Code of Business
Ethics web page.

3.4 Anti-Boycott
U.S. anti-boycott regulations exist to counteract foreign economic boycotts that are at odds
with U.S. policy. We must not cooperate with any request concerning unsanctioned foreign
boycotts or related restrictive trade practices. We will not enter into an agreement, provide
any information, or take any action that would cause Kroll to support an illegal foreign
economic boycott.

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3.5 Fair Dealing
We must all endeavor to deal fairly with the Firm's clients, suppliers, competitors, andemployees. We must never take unfair advantage through manipulation, concealment, or any
other unfair dealing practice.

3.5.1 Competition Laws
While the Firm competes vigorously in all of its business activities, its efforts in themarketplace must be conducted in accordance with all applicable competition laws (alsoreferred to as antitrust laws in some jurisdictions). In general, these laws prohibit unfair
methods of competition and activities designed to unreasonably restrain trade.
Failure to comply with the antitrust or competition laws can result in jail terms for individuals
and large monetary penalties for both the Firm and individuals. Additionally, in somejurisdictions private parties may bring civil suits to recover damages. This Code provides an
overview of some types of conduct that are likely to raise concerns under antitrust andcompetition laws. Antitrust and competition laws are complex; please seek advice from theLegal Department on any related questions.

3.5.2 Anti-Competitive Activities
Competition laws prohibit agreements or understandings among competitors that are
deemed collusive or anti-competitive, such as agreements to fix prices, restrict output or sales,
reduce, or eliminate competition in a competitive bidding process, or similar practices. We
cannot engage in discussions with our competitors about pricing, costs, or other competitive
information.
Competition laws may also prohibit:•

Discrimination in pricing, terms, and services among clients•

Exclusive dealing agreements whereby one party only does business with anotherparty if they agree to deal with them exclusively•

Tying arrangements where a client is required, as a condition of purchasing one
product, also to purchase a second, distinct product•"Predatory pricing" where a company offers a sales price below a product's cost todrive competitors out of the market.

3.5.3 Gathering Information about the Firm’s Competitors
Gathering information about our marketplace, including information about competitors, is alegitimate business practice. However, any information we obtain about our competitors must
be gathered through ethical and legal means.

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We may gather information about other companies from public sources, like their websites,
regulatory filings, advertisements or published articles, surveys by consultants, orconversations with our clients or suppliers (to the extent such information is not provided inbreach of a nondisclosure agreement or other confidentiality requirement). We must neverattempt to acquire a competitor's trade secrets or confidential or information throughunlawful means, such as theft, spying, bribery or breach of a competitor's nondisclosureagreement, including encouraging newly hired employees to divulge their prior employers’
confidential information.
When in doubt as to whether a source of information is proper, contact the Legal Department.

4Interacting with The Government

When we interact with government agents or officials in any capacity, remember that
more stringent rules often apply.

4.1 Bribery of Government Officials
Firm policy and the anti-corruption laws of most countries prohibit the Firm and its officers,
employees, and agents from promising, authorizing, giving, or offering to give money oranything of value to a government official (as defined in Section 3.2) in order to influence
official acts or decisions of that person or entity, to obtain or retain business, or to secure any
improper advantage.
Where applicable law allows certain courtesies, all offers of gifts, entertainment, or hospitality
must be pre-approved by the Legal Department in advance.

4.2 Gifts and Entertainment
There are strict laws that govern providing gifts and entertainment to government officials.
Where permitted by law, it may be permissible to provide gifts or entertainment togovernment officials where such gift or entertainment is not intended or does not appear toinfluence the government official. Due to the heightened risks when interacting withgovernment officials, you are prohibited from providing gifts or entertainment to government
officials in connection with Firm business without first obtaining prior written approval fromthe Compliance Department or Legal Department.
Please also see the “Anti-Corruption” section of this Code, as well as the Anti-Bribery andCorruption Policy for more details.

194.3 Working with Government Clients
Kroll recognizes that its dealings with the government impose a special risk on the Firm andits employees. As a global Firm that conducts business with governments, state-owned
entities, and other public sector entities around the world, we are subject to a variety of laws
and regulations that are significantly stricter than those that govern our work with our otherclients. Violations of applicable laws and regulations can lead to substantial fines andpenalties, as well as the possible debarment from government contracting.
Contracts with government and public sector clients often contain special obligations that are
not found in typical commercial contracts. Employees are responsible for complying withlaws, regulations, and contractual obligations that apply when working on government or
public sector engagements, which may include:•

Special recordkeeping requirements•

Clear and accurate reporting of all billing, pricing, time charges and expense reporting•

Mandatory disclosures of certain misconduct or errors•

Mandatory reporting of certain employee conduct and security-related issues

4.4 Political Contributions and Activities
Employees may participate in political activities or the political process on their own time andin compliance with local laws. However, we cannot make or commit to political contributions
on behalf of Kroll. Payments of corporate funds or the provision of corporate assets, services,time, equipment, or facilities to any political party, politician, candidate, or campaign may bemade only if permitted under applicable law and approved in writing and in advance by the
Legal Department. Your work time may be considered the equivalent of a contribution by theFirm. Therefore, you will not be paid by the Firm for any time spent running for public office,serving as an elected official, or campaigning for a political candidate.
This policy does not prohibit the Firm from establishing and maintaining political action
committees (PACs) where permitted under applicable law, nor does it prohibit Employees
from giving to such PACs.

4.5 Lobbying Activities
Lobbying activities may require disclosure and may be subject to specific laws andregulations. Generally, lobbying includes efforts to influence legislation, regulation,
administrative action or decision-making, however, the definition of lobbying and the related
requirements vary from jurisdiction to jurisdiction. Kroll complies with all applicable laws
regarding lobbying or influencing government officials.
Employees must obtain approval from the Legal Department prior to engaging in any activity
on behalf of the Firm that might be considered lobbying or prior to engaging a lobbyist on
behalf of the Firm.

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5

Responsibility to Our People

It is the Firm’s policy to provide employees with a healthy, safe, and productive
environment in which to work, extending beyond our physical surroundings andencompassing how we interact with and treat one another.

5.1 Diversity, Inclusion, and Respect
The way we treat one another, and our work environment affects the way we do our jobs. All
employees deserve a workplace where they are respected and appreciated. Everyone whoworks at Kroll must contribute to the creation and maintenance of a comfortable andprofessional environment by always treating our colleagues with respect and dignity.
We strive to maintain a global diverse workforce and a workplace atmosphere that attracts
people from various backgrounds. We value the diversity of our workforce by respecting
everyone’s contributions regardless of background, position, or individual differences among
us. We value an inclusive work environment which embraces and leverages our differencesand encourages diversity of thoughts, ideas, and perspectives.

5.2 Non-discrimination and Equal Employment Opportunity
Kroll is an Equal Opportunity Employer and does not discriminate on the basis of race, color,
national origin, ancestry, religion or religious creed, age, citizenship status, sex, gender,
gender identity, gender expression, marital status, uniform service member status, veteranstatus, pregnancy, physical or mental disability, protected medical condition, sexual
orientation, genetic information, or any other basis prohibited by applicable law or regulation.
In order to provide equal employment and advancement opportunities to all individuals,
employment decisions will be based on merit, qualifications, and abilities, and the Firm willconsider all individuals for any position for which they are qualified and able to perform. It is
the Firm’s policy to administer all phases of its personnel activity, including recruitment, hiring,placement, upgrading, training, promotion, transfer, separation, recall, compensation,
benefits, education, recreation, and all other conditions or privileges of employment without
regard to any category protected under applicable local, state, or federal law.
Please see your applicable Employee Handbook.

5.3 Harassment
The Firm is committed to providing a work environment that is free from all forms ofharassment. Harassment includes conduct that has the purpose or effect of creating an
intimidating, offensive, or demeaning work environment for another person. This may include
for example offensive comments, jokes, pictures, videos, innuendo, derogatory statements,
physical actions, or intimidation. The Firm prohibits harassment in any form, whether spoken
or written remarks, actions, or behavior.

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Sexual harassment includes unwelcome conduct of a sexual nature, such as unwelcome
sexual advances, requests for sexual favors and other verbal or physical conduct of a sexual
nature, when:•

Such conduct is made either explicitly or implicitly a term or condition of employment;or•Submission to or rejection of such conduct is used as the basis for employment
decisions affecting an individual’s employment.

Firm policy strictly prohibits any form of sexual harassment in the workplace. The Firm willtake prompt and appropriate action to prevent and, where necessary, discipline behavior that
violates this policy.
In addition to sexual harassment, other forms of workplace harassment may also include
harassment on the basis of race, age, religion, ethnicity, gender, gender identity and gender
expression, or any other category protected by applicable local, state, or federal law or
regulation.
If you feel that you have experienced any harassing behavior or have observed harassing
behavior, you are encouraged to report the situation to your manager, your People Business
Partner, or through the Ethics Hotline immediately.
Please review the relevant Workplace Harassment Prevention Policy for your jurisdiction
and your applicable Employee Handbook.

5.4 Health and Safety
The Firm is committed to providing a safe and healthy work environment for employees,
clients, and visitors. The safety and security of our workforce depends on the alertness andpersonal commitment of everyone. The Firm provides information to employees about
workplace safety and health issues through internal communication channels such as
manager-employee meetings, bulletin board postings, memos, or other written
communications. We are all required to obey safety rules and exercise caution in all work
activities. Employees must immediately report any unsafe condition to their manager or a
People Business Partner.
Please see your applicable Employee Handbook.

5.5 Violence/weapons
The Firm will not tolerate any acts or threats of violence against its employees, clients,
vendors, or visitors either on Firm premises or through its communications channels.
Additionally, any acts or threats of violence committed by employees while doing businesson behalf of the Firm will not be tolerated. Any threatening behavior must be reported
immediately.

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The Firm also prohibits the possession of firearms and/or other dangerous or deadly weapons
while on Firm property or engaged in Firm business.
Please see the applicable Employee Handbook.

5.6 Drug-Free Workplace Policy
Kroll aims to ensure a safe and drug-free work environment. We must never conduct Firmbusiness under the influence of drugs, alcohol or any other substance that may impair ourability to work safely and productively. The Firm prohibits employees from selling, buying,using, possessing, or transferring illegal narcotics or other illegal controlled substances while
on Firm premises or while conducting Firm business.
Drinking or being under the influence of alcohol in the workplace or while conducting Firmbusiness is also prohibited, except for moderate and responsible consumption of alcohol inappropriate firm-sanctioned events or business-related entertainment functions.
Please see the applicable Employee Handbook.

5.7 Employee Privacy
Kroll respects the privacy of our employees. We will collect and handle personal employee
data only for business reasons consistent with applicable laws. Access to personal employee
data is limited only to those who have a need-to-know for the performance of their job, andin accordance with legal requirements. Those who are responsible for personal data areadvised on a regular basis of their duty to protect this information. We each have a duty toprotect employee personal data in accordance with our internal control procedures. No one
should access prospective, current, or former employee records without proper authority.
Please see the Global Privacy Policy and Employee Privacy Notice.

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Responsibility to The Community

We value our relationship with the community and strive to be responsible corporate citizens.
Kroll maintains a robust Environmental, Social and Governance (ESG) program. Further
information can be found on our Corporate Responsibility Website.

6.1 Upholding Human Rights
We are committed to upholding human rights in all our operations, and we oppose the use ofmodern slavery in all forms. Various laws prohibit trafficking in persons, including traffickingrelated activities. Kroll has a zero-tolerance policy for participating in or benefitting from any
form of human trafficking or modern slavery, forced or involuntary labor or child labor under
any circumstances. We will comply with all applicable laws and regulations around minimum
wages, working hours, overtime pay, and age of our employees. Further, we will not dobusiness with any third parties or suppliers who do not operate in compliance with humanrights laws.

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We must immediately report any human rights violations observed within Kroll or committed
by our suppliers or third parties.
See Kroll Slavery and Human Trafficking Statement.

6.2 Charitable Contributions and Volunteering
We encourage and empower our people to make a positive contribution to society throughcharitable giving and volunteerism.
Each year we set aside time to engage in acts of service in our local communities to make an
impact as a team, and we encourage our colleagues to volunteer on their own.
While we are encouraged to support our communities by making personal charitable
contributions, we follow the proper approval procedures for making corporate donations onbehalf of Kroll. You must never make any charitable contribution in an effort to improperly
gain or retain a business advantage.
Note that any charitable contribution requested by or that would benefit a government official
requires special preclearance under the Anti-Bribery and Corruption Policy.

6.3 Environmental Sustainability
We believe that a focus on sustainability is an important part of building lasting value. We
expect our environmental program to protect the environment by reducing ourcarbon footprint and improving operational efficiency. We are committed to protecting theenvironment, reducing the footprint of our business operations, and providing anenvironmentally responsible and sustainable property portfolio across our more than 70
offices around the world.
We demonstrate our dedication to sustainability by considering the environment in all of ourbusiness activities, conserving, and protecting natural resources, and managing our use ofenergy and other resources responsibly.

Remember
Ultimate responsibility to ensure that we at Kroll comply with the many laws,
regulations and ethical standards affecting our business rests with each of us. You
must become familiar with these laws, regulations and standards and conduct
yourself strictly in compliance with the Firm's policies and guidelines pertaining tothem.

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