Good Ethics
is Good Business.
McCain Code of Conduct©McCain Foods Limited 2023

Contents.
Leadership Message

Our Company

A Message from Our President
and CEO............................................................... 3

Safeguarding Company Assets.............15

Our Global
CommunityProtecting Confidential
Information...................................................... 16

Protecting the Environment andPromoting Sustainability.........................32

Keeping Accurate Books andRecords...............................................................17

Respecting Human Rights.....................32

Our Code
Following Our Code...................................... 5
Upholding Our Responsibilities............. 6
Speaking Up and Seeking Help............. 7
Making Ethical Decisions..........................8

Our Family
Promoting a Safe and Healthy
Workplace........................................................ 10
Preventing Harassment, Bullying andDiscrimination.................................................12
Embracing Diversity, Equity andInclusion.............................................................13

Our
Code.

Our
Family.

Supporting Our Communities..............33

Preventing Cybersecurity Fraud.......... 19

Our Marketplace

Our Resources

Our
Company.

Actions................................................................35

Providing Safe and High-Quality
Products............................................................22
Protecting the Company
Reputation.......................................................23

Our
Marketplace.

Declaring and Avoiding Conflicts ofInterest.............................................................. 24
Competing Fairly..........................................26
Preventing Corruption and Bribery.. 28
Participating in the Political
Process.............................................................. 30

Our
GlobalCommunity.

Our
Resources.

2

A Message from Max.
At McCain Foods, the way we do business is just as important as
the delicious, planet-friendly food that we produce worldwide.
Our commitment to doing the right thing has always been
imbedded in our culture. Our founders said that “good ethics isgood business”, and that belief is as true today as it was in 1957
when our company began. Throughout our history, we haveearned a reputation as an authentic brand and today, as a world
leader in prepared potatoes and appetizers, we are trusted bymillions of customers and consumers around the world.
Our values and Code of Conduct are an articulation of who weare and what we stand for, and against, as a company. Our Codehelps ensure that we maintain the highest ethical standards ineverything we do, sets out our fundamental commitments andguides our business practices and decisions – whether big or
small, each and every day.
By aligning to our Code, we ensure that our daily decisions
maintain customer trust and safeguard our reputation in thecommunities where we operate. As an employee, you arepart of the McCain family and are required to follow our Codeof Conduct. If you experience a situation that you believe isinconsistent with our Code, please have the courage to speak up.
The Code will guide you to the right decision or the right people
to help.
Let’s continue to make great food and do business the right way,
together.

Max Koeune,
President and CEO
McCain Foods Limited

Our
Code.

Our
Family.

Our
Company.

Our
Marketplace.

Our
GlobalCommunity.

Our
Resources.

3

Our
Code.

Our Code.
Following Our Code

Our
Family.

Our
Company.

Upholding Our Responsibilities
Speaking Up and Seeking Help
Making Ethical Decisions

Our
Marketplace.

Our
GlobalCommunity.

Our
Resources.

4Following Our Code.
As Max stated in his message, our founders
believed that “good ethics is good business”.
Many decades later, this belief is still at theheart of how we work at McCain. It is thefoundation of this Code of Conduct (our “Code”).
Our Code serves as the basis of all our policies,
guidelines and ways of working. It is built
on one principle: follow the highest ethicalstandards in everything we do.
Our Code sets out the minimum expectations
for how we act, according to our company
values, and helps us understand the ethics
and compliance risks we face. It also helps us
understand how we can each address andminimize those risks.
Our Code can’t cover every situation we might
encounter. Because of this, it also serves asa framework for making ethical decisions. If
you’re not sure how to apply our Code to asituation you’re facing, know that you havesupport. Please discuss the situation with yourmanager or reach out to your local or global
Human Resources (HR) or Legal & Complianceteams.

Throughout
our Code, we refer
to “McCain” or the“Company” to mean
McCain Foods Limited andits subsidiaries aroundthe world.

Our
Code.

Our
Family.

Our
Company.

Our
Marketplace.

Our
GlobalCommunity.

Our
Resources.

5

Upholding Our Responsibilities.
McCain requires all its employees, officers anddirectors to comply with our Code. We also
expect our contractors, suppliers and otherbusiness partners to uphold these standards
as applicable.
As employees, we have a responsibility to:
Follow our Code, our policies and the law
Ensure safety is at the forefront of all we do
Conduct ourselves with honesty and integrity
Act fairly and ethically in our dealings
Promote a work environment based ontrust and respect; this includes how weinteract with each other, our suppliers, thecommunities in which we operate and ourother stakeholders
Ask questions, share concerns and promptly
report any suspected Code violations
Cooperate with investigations of 		
possible misconduct

•
•
•
•
•
•
•

When we are in a position of leadership, 		
we must also:
Be an example for others by always upholding
our Company values
Create an inclusive environment where
employees feel safe asking questions
Ensure our teams know and understand how
our Code applies to them
Never ask or tell an employee to violate ourCode, our policies or the law
Escalate matters raised, as appropriate

•
•
•
•
•

Our
Code.

Our
Family.

Our
Company.

Our
Marketplace.

Our
GlobalCommunity.

Our
Resources.

6

Speaking Up and Seeking Help.
We all must report any potential violations of ourCode, our policies or the law. If you have a concern,
report it immediately to one of the following:• A manager• A local or global Human Resources
representative• A member of the Legal & Compliance teamIf you feel that reporting to one of the above is not
an option, you may also report your concerns (withthe option to remain anonymous) through thefollowing channels:• Email: codeconnection@mccain.com. This email
is monitored by our Global Compliance team.
They will keep your concern as confidential
as possible, depending on the nature of theconcern.

• Online: at www.mccain.ethicspoint.com• Ethics Helpline: a third-party call centre (whereavailable). A complete list of telephone numbers
is provided on page 36.

The Ethics Reporting website and Ethics
Helpline are available 24 hours a day in multiple
languages. In some jurisdictions, McCain has
adopted whitsleblower policies in accordance withlocal requirements. If applicable, you may also
communicate your concerns in accordance withyour local policy.
Any potential violation of our Code will be
investigated appropriately. It is each employee’s
obligation to cooperate promptly and truthfully. A
failure to cooperate is, in itself, a breach of our Code.

Zero Tolerance for Retaliation.

It takes courage to speak up when something’s
not right. We depend on our employees to express
concerns and report possible violations. The Company
does not tolerate retaliation against employees whoreport concerns in good faith. Employees who support
an investigation are also protected from retaliation.
If you experience retaliation in any form, or believethat you have been treated unfairly, report the matter
immediately.

Our
Code.

Our
Family.

Our
Company.

Our
Marketplace.

Our
GlobalCommunity.

Our
Resources.

7

Making Ethical Decisions.
Before taking an action, we must ask ourselves ifwhat we are about to do complies with our Code, islegal and ethical, and will reflect well on ourselves
and the Company. Use the following questions as
guidance when making a difficult decision at work.

NO

Is it consistent with therequirements and guidance
set out in our Code?

YES

Is it consistent with ourcompany values?

YES

Does it feel right?

YES

Our
Code.

Our
Family.

STOP

NO

Our
Company.

STOP

NO
STOP

PROCEEDIf you answered “no” to any of these questions, you
should not take the action you are considering. If
you are concerned about someone else’s conduct,
then you need to voice your concerns. Contact yourmanager, or a local or global Human Resources
representative. You may also contact a memberof the Legal & Compliance team or use one of thechannels listed on page 35.

Our
Marketplace.

Our
GlobalCommunity.

Our
Resources.

8

Our
Code.

Our
Family.
Promoting a Safe and Healthy Workplace
Preventing Harassment, Bullying andDiscrimination
Embracing Diversity, Equity and Inclusion

Our
Family.

Our
Company.

Our
Marketplace.

Our
GlobalCommunity.

Our
Resources.

9

Promoting a Safe and Healthy
Workplace.
We put safety at the heart of everything we do.

Our
Code.

How We Deliver.
• We are each responsible for safety. We are all empowered•
Why It Matters.

At McCain, we put health and safety first. If
we can’t do it safely, we simply don’t do it.

•••

to take immediate action to keep ourselves and otherssafe. We never compromise on safety whether working in
one of our facilities, offices or remotely.
We report all safety incidents, unsafe acts and unsafe
conditions. This helps us make improvements and reducerisk of injury in the workplace.
Wherever we work, we promote safety awareness and asafety-first mindset. We emphasize prevention, because
every injury can and should be prevented.
We work together to correct all safety-related deficiencies
promptly.
We never work while impaired by drugs, alcohol orcontrolled substances and recognize that stress, mental
health and physical health can also affect safety. We
encourage each other to talk about stress and well-being
and use available physical and mental health resources.

Our
Family.

Our
Company.

Our
Marketplace.

Our
GlobalCommunity.

Our
Resources.

10

Good Ethics.
Each of us must ensure we all stay safe andhealthy at work. We cannot ignore unsafe
conditions. We owe it to ourselves and ourcolleagues to watch for possible safety hazards.
We must each report and/or fix what we see.

Good Business.

QA

As a new employee, I have some ideas about ways we
can improve safety in my workspace. Since I haven’t
been here very long, is it really my place to mention it?

Yes! We are always looking for improvements to safety.
Please raise it with your manager.

Our
Code.

Our
Family.

Our
Company.

Our
Marketplace.

Additional Resources• The Global Safety Principles and•Management commitment
See your Local HR for:• Safety - New Employee Onboarding• Right to Refuse• Regional Drug and Alcohol Policy• Global, Regional and Local Health &Safety policies and procedures

Our
GlobalCommunity.

Our
Resources.

11

Preventing Harassment, Bullying
and Discrimination.
We treat each other with fairness and respect.

How We Deliver.
• We always treat one another with dignity and respect.
• We avoid offensive, degrading or threatening language and

Why It Matters.

Being respectful in all of our interactions
strengthens our connections. It helps
create a safe, healthy work environment.

•••

actions. This includes insults and ridiculing people or theirideas. It also includes unwelcome physical contact of any
kind.
We seek to understand any misstep, apologize and avoid
doing it again.
We encourage coworkers to express opinions and ideas. We
listen to others’ points of view with courtesy and respect.
We look out for each other. If we witness harassing or
offensive conduct, including sexual harassment, we speak
up in the moment. If it doesn’t feel safe, we report it throughone of the available channels listed on page 35.

Our
Code.

Our
Family.

Our
Company.

Our
Marketplace.

Good Business.

QA

One of my team members repeatedly criticizes another person
on our team in front of everyone. It doesn’t seem fair. I know I’m
not directly involved, but it makes me feel uncomfortable. Whatshould I do?
Repeated public criticism of one person could constituteharassment. If you feel comfortable, raise the issue directly withthe team member who is being critical. Otherwise, speak to yourmanager, local HR or report it through one of the channels listed
on page 35. Even if the individual doesn’t feel victimized, it could
create a toxic work environment.

Our
GlobalCommunity.

Our
Resources.

12

Embracing Diversity, Equity andInclusion.
We create a work environment in which we welcome and value all people.

Why It Matters.

We are committed to becoming an
employer of choice for diverse employees;
where leaders, structures and interactions
encourage individuals to thrive while
being their authentic selves.
Now, and for generations to come.

How We Deliver.
• We embrace our differences and create conditions forfairness and opportunity.
• We model respectful, courteous and inclusive behaviour.
• We strive for diversity when building our teams.
• We cultivate belonging and mental wellbeing.
• We actively seek out and listen to different points of view
and opinions.
• We speak up about behaviour and actions that conflict with
our values.

Good Ethics.
Leveraging the diversity within our company benefits everyone.
Innovation, collaboration and open-mindedness are someof the keys to our success. We should all be aware of andcombat biases. This helps ensure we are including voices fromunderrepresented groups. Good ethics requires everyone tobuild a culture of belonging for our teams.

Our
Code.

Our
Family.

Our
Company.

Our
Marketplace.

Our
GlobalCommunity.

Our
Resources.

13

Our
Code.

Our
Company.

Our
Family.

Our
Company.

Safeguarding Company Assets
Protecting Confidential Information
Keeping Accurate Books and Records

Our
Marketplace.

Preventing Cybersecurity Fraud
Our
GlobalCommunity.

Our
Resources.

14

Safeguarding Company Assets.
We protect our company assets. They are the building blocks for our future and help us better serve ourcustomers and communities.

Why It Matters.

McCain’s assets are theresult of the hard work of ouremployees, past and present.
Our profitability and sustainablelong-term growth requirethat we protect and use ourassets wisely.

How We Deliver.
• We always handle McCain assets responsibly and follow
McCain policies.
• We take steps to ensure assets are not damaged, abused,
wasted, lost or stolen.
• We quickly report any loss, abuse or misuse of assets.
• We follow our Global Authority Limits Policy before•

approving or executing any contract, agreement or scope ofwork that binds McCain.
We ensure payments have appropriate approvals andsupporting documentation before processing.

Good Business.

Additional Resources• Global Authority Limits Policy• Global Corporate Card Policy• Global Data Breach Reporting•••

Procedure
Global E-mail Guidelines
Global Travel and Expense Policy
Global Acceptable Use PolicyQ

I can’t find my laptop and don’t know if it was lost or stolen. I am
about to leave for vacation. I plan to address this when I get back.
Is this ok?

A

If you think your device might be lost or stolen, do not wait.
Report it immediately to the Global IT Security Desk. They cantake remote steps to protect McCain from potential theft ofvaluable electronic data. There may also be privacy issues thatneed to be reviewed.

Our
Code.

Our
Family.

Our
Company.

Our
Marketplace.

Our
GlobalCommunity.

Our
Resources.

15

Protecting Confidential
Information.

We respect the sensitivity of non-public information and handle it with care. This includes informationthat may belong to others.

Why It Matters.

McCain’s confidential information(including financial and other sensitive
information) is a valuable asset thatgives us a competitive advantage. Its
unauthorized use or release can cause theloss of this advantage and damage ourbusiness relationships with third parties.
We have legal and ethical obligations
to protect personal information.

How We Deliver.
• We collect only the minimum information necessary for our
purposes.
• We retain information only as long as it is needed.
• We protect any personal or confidential information that is
entrusted to us.
• We limit access to confidential information to authorizedindividuals with a “need to know.”• We disclose confidential information only with approval andwhen there is a valid business need.
• We never use confidential information for personal benefit.
• We do not discuss confidential matters in public places orwith family and friends.
• We escort visitors while on company premises. We do not•Good Ethics.
From time to time, we receive requests
to provide information regarding ourbusiness or our industry that are in factattempts to exploit our confidential
information. We never advise any outside
party, or accept any consulting work(whether paid or unpaid), without formal
approval.

allow them to go into restricted areas and we are mindful tokeep confidential information out of view.
We report any concerns promptly.

Good Business.

Q
A

My colleague took a great photo of me. Unfortunately there is awhiteboard with confidential information in the background. Can
I still use it as my internal profile pic?
No. Confidential information must be safeguarded carefully.
Only people with a genuine “need to know” should see it. Obtainproper approval before taking photos inside a plant, facility or any
place confidential information could be visible. If you did havepermission to take the photo, remove or mask the confidential
information before you use it, even internally.

Our
Code.

Our
Family.

Our
Company.

Our
Marketplace.

Our
GlobalCommunity.

Our
Resources.

16

Keeping Accurate Books andRecords.
We maintain accurate financial and business records.

How We Deliver.
• We record all business transactions in a complete,
Why It Matters.

To safeguard our business, we base ourdecisions on reliable financial and businessinformation. Our shareholders and otherstakeholders also require truthful andaccurate information.

•
•
•
•
•

accurate and timely manner. We record transactions in theappropriate accounts and departments (cost centres). We
never delay or accelerate recording revenue or expenses.
We ensure no undisclosed or unrecorded funds or assets aremaintained.
We carefully maintain detailed financial records. This
includes transactions, timekeeping and expense reports.
We ensure records are secure and that the appropriate
people are given controlled access to them.
We ensure all internal records accurately reflect the mattersrecorded.
We follow policies for management, retention anddestruction of records.

Good Ethics.
We are committed to a system of internal controls that ensures
the accuracy of our records. These controls also help detect andprevent fraud, which is a threat to our company’s resources andreputation. If you believe that an entry or payment was incorrectly
made or is not consistent with our standards, immediately report
the concern. Contact a member of the Legal & Compliance team,your local Finance director or a member of the Global Internal
Audit team. You can also report anonymously through any of thechannels listed on page 35.

Our
Code.

Our
Family.

Our
Company.

Our
Marketplace.

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GlobalCommunity.

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Resources.

17

Good Business.

QA

A coworker asked me to clock in for them. They
forgot their cell phone in the car and said theywould be right back. Should I do it?

No. Each employee must clock in (and out)
themselves. This ensures their timesheet
accurately reflects the hours they were at work.

Q
A

Today is month end, and my report shows thatour department is slightly under budget. My
manager has instructed me to add one or twoof next month’s expenses to meet the target. Is
this appropriate?

No. Our financial records should be truthful andcomplete reflections of the company’s financial
results. You should point this out to yourmanager and if they continue to insist you alter
the records, report it immediately.

Our
Code.

Our
Family.

Our
Company.

Our
Marketplace.

Our
GlobalCommunity.

Additional Resources• Global Records Management Policy

Our
Resources.

and Guidelines18

Preventing Cybersecurity Fraud.
We remain vigilant about the risks of cybersecurity threats and how to protect against them.

How We Deliver.
• We act responsibly when using our electronic systems,
Why It Matters.

Cybersecurity risks are increasing globally.
We must ensure that we are always
careful to prevent unauthorized access toour systems and data. Cybersecurity is
everyone’s responsibility.

•
•
•
•
•
•

including by complying with all policies and directions
about the use of McCain technology. This includes storing,processing or transmitting data.
We ensure that only authorized users have access tosystems and data needed to do their jobs.
We protect user IDs and passwords, change them regularly
and never share them.
We keep computer equipment safe and secure at all times.
This equipment includes laptops, smartphones and storage
devices, whether on or off our premises.
We ensure that any data stored on removable McCainissued media (to the extent permitted) is maintained
securely.
We never open suspicious e-mail attachments or follow
questionable hyperlinks. We use the “Report Message”
button to report them. We know what “suspicious” and“questionable” mean in this context.
We only use company email addresses/accounts forbusiness purposes.

Our
Code.

Our
Family.

Our
Company.

Our
Marketplace.

Our
GlobalCommunity.

Our
Resources.

19

Good Ethics.
We are always updating our security andawareness programs to keep information safe
and avoid fraud. Be aware that “phishing” is a
popular method of social engineering. Criminals
send bogus emails that appear to be authentic
and from legitimate organizations. Embedded
links direct the recipient to a hoax website
where log-in or personal details are requested.
In this way, valuable personal details such asusernames and passwords are stolen. Clicking
on links or opening attachments exposes therecipient to viruses. Keep up to date on training
and policies to protect against this kind ofactivity.

Good Business.

Q

I saw a supervisor using another person’s log-in
information for our system. They said they were helping
out a coworker. Is that okay?

A

No. All passwords and IDs are employee-specific andmay not be shared. Keeping passwords secret and IDs
unique protects against unauthorized access. It also
allows us to trace and audit activities in the systems we
use.

Our
Code.

Our
Family.

Our
Company.

Our
Marketplace.

Our
GlobalCommunity.
Additional Resources• Global Data Breach Reporting••••

Procedure
Global Acceptable Use Policy
Global Employee Privacy Policy
Global Privacy Policy
Global Record Management Policy

Our
Resources.

20

Our
Code.

Our
Marketplace.
Providing Safe and High-Quality Products

Our
Family.

Our
Company.

Protecting the Company Reputation
Declaring and Avoiding Conflicts of Interest
Competing Fairly

Our
Marketplace.

Preventing Corruption and Bribery
Participating in the Political Process

Our
GlobalCommunity.

Our
Resources.

21

Providing Safe, High-Quality
Products.

We produce safe, high-quality products that our customers and consumers can trust.

Our
Code.

How We Deliver.
• We understand our food safety and quality policies. We
Why It Matters.

Our values, behaviours and processes arerooted in high standards of food safety andquality. We take great pride in our brands
and in being a trusted supplier.

•••comply with them at every stage of production, storage
and delivery.
We never take shortcuts, bypass controls or makedecisions that compromise food safety.
We communicate about our products in an honest andethical manner.
We always act with honesty and transparency. We
proactively raise concerns about any suspected quality
or food safety issue.

Good Ethics.
We are guided by our values to produce delicious, planetfriendly food that is trusted by consumers. We adhere to
our own high standards of responsible food safety practices,
including where they exceed applicable legal and regulatory
requirements.

Additional Resources

Our
Family.

Our
Company.

Our
Marketplace.

Our
GlobalCommunity.

Our
Resources.

• Key Elements of Food Safety
and Quality

22Protecting the Company
Reputation.

We communicate authentically and honestly. Protecting and enhancing our hard-earned reputation is
key to maintaining our success.

Our
Code.

Our
Family.

Why It Matters.

We speak with one voice because ourcustomers and communities deserve clear
and accurate information. This prevents
misinformation from being released that
could damage the trust placed in ourbrands.

Our
Company.

How We Deliver.
• We refer all media requests to Global External Affairs.
••

Additional Resources• Global Digital and Social Media••

Governance Policy
Global E-mail Guidelines
Global Media Policy••

We never provide comment to the media about McCain
unless authorized to do so.
We consult with Global External Affairs if developing
materials that reach a mass audience. This ensuresmessaging and brand image are appropriate.
We use social media wisely, making clear that any
personal postings are our own individual views. We
indicate that we are a McCain employee in our profile if
posting about the company. We avoid posting anythingthat violates our obligations to McCain.
When permitted to post on behalf of the company, we
use approved accounts and messaging.
We never disclose confidential or proprietary
information. We are careful to avoid accidental
disclosures (such as in the background of photographs).

Our
Marketplace.

Our
GlobalCommunity.

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Resources.

23

Declaring and Avoiding Conflicts ofInterest.
We declare and manage all actual and potential conflicts of interest. We avoid situations that placepersonal gain ahead of our obligations to the Company.

How We Deliver.
• We avoid situations and activities where personal
Why It Matters.

We use good judgment to pursue ourgoals without divided loyalty. This helps
us make unbiased, smart decisions that
benefit our business. We proactively
address conflicts so that others can rely
on our unbiased decision-making.

•
•
•
•

interests could interfere (or appear to interfere) with ourdecisions.
We don’t supervise anyone with whom we have a close
personal relationship. We also do not influence decisions
about the hiring or compensation of any such person.
We must not be employed by or have a substantial
business interest in a competitor.
We understand that business opportunities that arisein the course of our work belong to McCain, not to us
individually.
We disclose all actual or potential conflicts of interest
annually and as they arise.

Our
Code.

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Family.

Our
Company.

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Marketplace.

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GlobalCommunity.

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Resources.

24

Good Ethics.
Personal interests could relate to family
or close relationships, outside financial
interests (including outside employment) or
corporate opportunities.
When considering whether there is anactual or potential conflict of interest, ask
yourself the following. Do you or a close
relation of yours:

Good Business.

Q
A• Have a business interest in, or work••for, an actual or potential competitor,
supplier of goods or services, grower,
distributor, agent or customer?
Work for any governmental authority ina capacity that could impact McCain’s
business?
Also work for McCain?

Often the conflict can be managed, as longas it is disclosed. Inform a member of the
Human Resources or Legal & Complianceteams if you suspect you may have an actualor potential conflict of interest.

Q
A

We need to quickly engage a company that provides
employee contracting services. My daughter owns acompany that provides this service and would offer us agood deal. Can I hire her company?
Hiring your daughter’s company could create a conflict ofinterest. Let your manager know about your relationship andremove yourself from the selection process. Your daughter’s
company may be able to compete along with other vendors,
as long as you are not in a position to influence (or appear toinfluence) the final decision.
I have been invited to sit on the Board of Directors of a localorganization. Do I need to disclose it?
Please refer to the Outside Directorship Policy. Depending on
your role and the nature of the organization, you will likely
need to disclose or obtain approvals before you accept theinvitation.

Our
Code.

Our
Family.

Our
Company.

Our
Marketplace.

Our
GlobalCommunity.
Additional Resources• Global Procurement Policy• Outside Directorships Policy• Supplier Code of Conduct

Our
Resources.

25Competing Fairly.
We compete on the value of our offerings and the talent of our people – and never through unethicalmeans.

Our
Code.

How We Deliver.
• We follow our Competition Law Policy diligently. We
Why It Matters.

McCain is committed to vigorous and faircompetition. We follow the competition
laws where we operate in both the spirit
and the letter. Given the consequences
involved, we understand that violations ofthese laws never benefit the Company.

•
•
•
•
•
•

consult with a member of the Legal & Compliance teamif we’re unsure whether an action is lawful.
We make business decisions independently of ourcompetitors.
We never discuss pricing, contract terms, bidding,
dividing markets, collective boycotts, limiting production
or any other competitively sensitive matter withcompetitors.
We immediately report attempts by competitors to have
improper or illegal discussions to a member of the Legal& Compliance team.
We never use illegal or inappropriate actions to obtaincompetitive information.
We document the source and date on the face of any
competitive materials we receive.
We ensure that everything we say or write about ourbusiness and our competitors is professional in tone. We
do not use language that encourages anti-competitive
behaviour or disparages third parties.

Our
Family.

Our
Company.

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Marketplace.

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GlobalCommunity.

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Resources.

26

Good Ethics.

Gathering Competitive Information.

Trade association meetings and industry
conferences allow us to keep up on new
developments, trends and common concerns.
However, because our competitors are there,
these gatherings can be risky. We are always
mindful that nothing is “off the record” when
speaking with competitors. We refuse toparticipate in anticompetitive discussions.

We follow our Competition Law Policy diligently. We consult
with a member of the Legal & Compliance team when unsure
whether an action is lawful.

Good Business.

Q

A

I was at a trade association meeting thismorning. One of our competitors started
to share contract clauses that customers
often push back on. They suggested we all
hold firm on issues such as delivery rates
and penalties. If we agreed, none of us will
have to pay penalties. I didn’t think thatwas fair to customers, so I stayed out of the
discussion. Did I do the right thing?
You were right not to participate, but that’s
not enough. In these cases, it’s important tomake a “noisy exit.” A noisy exit consists ofthree steps:

DO:
Rely on publicly available information. This includes
published articles, regulatory filings and reputable online
posts
Conduct market research either directly or through external
agencies
Document the source and date of what you collect
Consult with a member of the Legal & Compliance team if
unsure••••DO NOT:
Seek or accept information if obtained illegally orunethicallyAccept confidential or proprietary information about acompetitor from job applicants or employees

•
•

Our
Code.

Our
Family.

Our
Company.

Our
Marketplace.

1. Announce loudly that you are leaving themeeting, and why.
2. Request that records of the meetingreflect your concern and your departure.
3. Immediately inform a member of theLegal & Compliance team.

Additional Resources• Competition Law Compliance•

Our
GlobalCommunity.

Our
Resources.

PolicyCompetition Law Guidelines

27

Preventing Corruption and Bribery.
We do not engage in any behaviour involving bribery or corruption.

Our
Code.

Why It Matters.

Bribery and corruption are illegal. We
live our values of trust and authenticity
by preventing bribery and corruption. We
do this even if it carries a cost, or we lose
an opportunity. No amount of profit isworth the sacrifice of our values.

How We Deliver.
• We never offer, promise or give anything of value toanyone to gain an improper advantage.
• We don’t pay facilitation payments, even if the amounts
are small, common or expected.
• We ensure that gifts, whether given or received,
•
•
•
•
•
•
•

are always appropriate. We never give lavishly or to
inappropriately influence the recipient.
We never engage in entertainment or gift-giving that isillegal or improper, or that causes the recipient to violate
their own policies.
We understand the reason for a payment. We confirm
it is legitimate and approved according to the Global
Authority Limits Policy.
We keep accurate and complete records of alltransactions.
We know that engaging a third party can increase therisk of bribery and corruption. We are careful whenhiring third parties to act on our behalf.
We never use or permit a third party to do anything we
may not do ourselves.
We know that transactions with governments arecovered by special legal rules. It is not the same as
conducting business with private companies.
We ask a member of the Legal & Compliance team for
guidance, and report any concerns.

Our
Family.

Our
Company.

Our
Marketplace.

Our
GlobalCommunity.

Our
Resources.

28

Good Ethics.

Key Terms.

The risks of bribery and corruption can behigher when we use third parties. This includes
agents and any parties who sell products or act
on our behalf. We conduct due diligence before
engaging them. This ensures they adhere to thesame high standards of ethics that we do.

Here are some important definitions to help you
understand bribery and corruption.

Good Business.

QA

I work in procurement. A general contractor
that we didn’t select for a recent project cameup to me in the airport. He asked if I had everthought about starting my own business andsaid he might invest if I did. I think he wastrying to get on my good side, so we would
choose him for the next project. I told him I
wasn’t interested. Did I do everything I shouldhave?
It was right not to engage. However, you alsoneed to tell your manager or a member ofthe Legal & Compliance team. If the vendor
is making offers in an attempt to win yourfavour, he may also conduct business in other
unethical ways. It’s especially risky since a
general contractor is often responsible forhiring others for McCain! We should know not
to engage with this vendor going forward.

Bribe – Anything of value offered to improperly influence abusiness decision or obtain an improper benefit.
Facilitation Payment – Anything of value offered to secureor speed up a transaction. This can include paying agovernment official for getting a permit expedited.
Government Official – Includes anyone with the ability to
act or make decisions in a governmental capacity. This can
include any government officer, employee or representative.
It includes any person acting in an official capacity for any
level of a government, a supranational or internationalorganization, or a state-owned or controlled enterprise. Also
included are: legislative, administrative or judicial officials;
law enforcement; employees of public hospitals; candidates
for public office; and officials of a political party or otherpublicly-funded institution. The same rules about bribery
and corruption also apply to close family members ofgovernment officials.
Nominal Value – The value of goods or services not likely
to influence, or be perceived to influence, the recipient toprovide an unfair business advantage. For the purpose ofgifts and entertainment, McCain defines nominal value as
CAD $100 or less. Regional or local leaders can set nominal
value to a lower amount where appropriate.
Examples of gifts below nominal value include McCainbranded materials that are provided to customers, suchas pens, coffee mugs, water bottles and notebooks.

Additional Resources• Global Anti-Corruption Policy• Global Procurement Policy• Supplier Code of Conduct• Global Authority Limits Policy

Our
Code.

Our
Family.

Our
Company.

Our
Marketplace.

Our
GlobalCommunity.

Our
Resources.

29Participating in the Political
Process.

We understand that individual participation in politics can make a difference in our communities. As acompany, we engage very carefully in this process.

Why It Matters.

We believe that an open and robust
political process makes for a fairer
and more productive society. We also
support every employee’s right to express
their personal beliefs. However, we don’t
engage in political activity on behalf of
McCain unless authorized to do so. We
do not give the impression that our
individual beliefs are shared by
McCain.

How We Deliver.
• We are always clear that our political views and actions
are our own and not McCain’s.
• We don’t make any direct or indirect political•contribution on behalf of McCain without theauthorization of the President and CEO of McCain. This
includes using McCain resources or facilities for politicalactivities.
We inform the local External Affairs team if we run forpolitical office to avoid any potential conflicts of interest.

Good Business.

QA

My friend is running for public office. Can I assist in the
campaign?

Yes. Your personal activity is your business, but you may not
use McCain resources without permission. You also can’t use
the McCain name to advance the campaign.

Our
Code.

Our
Family.

Our
Company.

Our
Marketplace.

Our
GlobalCommunity.

Our
Resources.

30

Our
Code.

Our Global
Community.

Our
Family.

Our
Company.

Protecting the Environment andPromoting Sustainability
Respecting Human Rights
Supporting Our Communities

Our
Marketplace.

Our
GlobalCommunity.

Our
Resources.

31

Protecting the Environment andPromoting Sustainability.
Our
Code.

We produce food responsibly to ensure asustainable future now and for generations
to come.
Sustainability is at the heart of our purpose as abusiness. The case for making our food systems
more sustainable and resilient has neverbeen more compelling. At McCain, this means
reducing our climate impact and supportingthe communities where we operate. Together
with our partners and growers, we can innovate,tackle challenges and drive positive change.

Our
Family.

Our
Company.

Respecting Human Rights.
We are committed to respecting humanrights and mitigating any negative impacts.
We require our business partners to sharein this commitment.
We do not tolerate modern slavery or humanrights abuses, such as forced or child labour, or
human trafficking, in our own workforce or by
our business partners. By operating according
to our values, we safeguard human rights ineverything we do.

OurMarketplace.

Our
GlobalCommunity.

Our
Resources.

32

Supporting Our Communities.
We help communities thrive where we live and work.
With many growers and facilities located in rural
areas, we are often the largest employer in ourcommunities. We are proud of the role we playas an employer and partner. We’re committed
to contributing to the competitiveness andresilience of these communities.

Our
Code.

Our
Family.

Our
Company.

Our
Marketplace.

Our
GlobalCommunity.

Additional Resources• Global Environmental Policy• Sustainability Reports• Supplier Code of Conduct

Our
Resources.

33

Our
Code.

Our
Resources.

Our
Family.

Our
Company.

Actions
Our
Marketplace.

Our
GlobalCommunity.

Our
Resources.

34

Actions.
Asking Questions.
Our company relies on each of us to speak up.
This means we ask questions and seek help
when we’re unsure of the right thing to do.
Speaking up makes us a better company byenabling us to identify and resolve problems
early.

Reporting Concerns.
It is essential that each of us reports any
potential violations of our Code, our policies
or the law. If you have a concern, report it
immediately to one of the following:
A manager
A local or global Human Resources
representative
A member of the Legal & Compliance team•••If you feel that reporting to one of theabove is not an option, you may also reportyour concerns (with the option to remain
anonymous) through the following means:
Email: codeconnection@mccain.com.
This email is monitored by our Global
Compliance team. Your concerns are kept
as confidential as possible, given the natureof the concern and the steps that may berequired to investigate it.
Online: at www.mccain.ethicspoint.com
Ethics Helpline: a third-party call centre(where available). The Ethics Helpline phone
numbers are on the next page.

•

•
•

Our
Code.

Our
Family.

Our
Company.

Our
Marketplace.

Our
GlobalCommunity.

Our
Resources.

35

The Ethics Helpline and website are available 24 hours a day in multiple languages. In some jurisdictions,
McCain has adopted whitsleblower policies in accordance with local requirements. If applicable, you may
also communicate your concerns in accordance with your local policy.

Country

Ethics Helpline Number

Argentina

0800-444-9123

Australia

1-800-551-155 then 888-622-2468

Belgium

080081975

Brazil08000474158

Canada8886222468

China

4009901429

Colombia

01-800-5-1-80529

France0800948669

Germany

08007243506

India

000-117 8886222468

Italy

800902912

Japan

0120914144

Mexico008002530411

Netherlands

08000200781

New Zealand

000-911 8886222468

Poland800702828

Russia

88003337489

South Africa

0800000503

Spain

900822569

Sweden020-79-4272

United Kingdom

08000286914

United States

8886222468

Our
Code.

Our
Family.

Our
Company.

Our
Marketplace.

Our
GlobalCommunity.

Our
Resources.

36Any potential violation of our Code will
be investigated appropriately. It is each
employee’s obligation to cooperate fully andtruthfully with any investigation. Any employee
who does not cooperate may be subject todisciplinary action.

Zero Tolerance for
Retaliation.
It takes courage to speak up when something’s
not right. We depend on all of our employees
to express concerns and to report possible
violations. Rest assured that the company does
not tolerate retaliation of any kind against
employees who report concerns in good faith.
Employees who support an investigation
are also protected from retaliation. If you
experience retaliation, report the matter
immediately.

Waivers.
In rare circumstances, following our Code may
cause significant hardship. In those situations,
you may request a waiver of our Code. Consult
with a member of the Legal & Compliance teamif you believe you need a waiver.

Resources.
See your Local HR or Legal Team for global andregional policies, standards and guidelines.

Our
Code.

Our
Family.

Our
Company.

Our
Marketplace.

Our
GlobalCommunity.

Our
Resources.

37

We are McCain.