Suppliers Code of Business Conduct

Note: We are grateful to the B-Lab Impact Assessment and Cummins Corporation for serving as templates and frameworks for this Suppliers Code of Business Conduct. 
 
Anzu Partners LLC (“Anzu”) is a management company with an international community of partners and investors. We require our suppliers to meet this code of conduct as a condition of our continued business and support.  If you are a supplier to Anzu or any of our portfolio companies who has any questions about how to comply with this code of conduct or you would like to report a potential violation of this code of conduct, please contact us directly at any of our offices listed on our website or at info@anzupartners.com
 
OBEY THE LAW
 
  1. Legal Compliance. We are committed to obeying the law everywhere. This principle also extends to all Anzu Partners suppliers. We require our suppliers to comply with the laws, rules, and regulations of the geographies in which they operate. We expect that all suppliers will:

    • Know and follow all applicable laws and maintain awareness of any legal or regulatory changes that may impact operations.
    • Ensure employees are aware of all applicable laws and put systems in place to monitor compliance
    • Provide timely responses to requests for information regarding the presence and source of conflict minerals in products supplied to Anzu.

  2. Bribery and Anti-Corruption. Anzu strictly prohibits all bribery and all of its suppliers must follow the applicable law that prohibits giving anything of value to any person or entity where the purpose is to obtain an improper business advantage. Bribery can include not just the payment of money, but the transfer of anything of value including lavish entertainment or travel expenses, a future job offer, or political or charitable donations. Anzu does not tolerate acts of bribery whether they involve government officials or individuals in the commercial and private sector.

  3. Export Control Laws. Anzu is subject to laws that regulate, restrict, and sometimes prohibit business dealings with certain countries, entities, individuals, and end-use applications. These restrictions can include controls on the export and re-export of goods or technical data to other countries or to employees with nationalities different from their location. Special rules also apply to products or technical data used in defense and military applications.

  4. Fair Competition Laws. Anzu and its portfolio companies compete for business but always play within the rules. We ask that our suppliers compete in the same manner and abide by the laws that deal with agreements among competitors or resellers, price discrimination, price fixing, and other acts or situations that may unfairly reduce competition.

  5. Dignity and respect. Anzu believes in respect for its employees and contractors, and it exercises that respect in many ways, one of which is compliance with all employment laws and administrative standards.  We expect that Anzu’s suppliers will:

    • Always maintain payroll records documenting wages, overtime pay, and hours worked.
    • Make sure official documentation that verifies a worker’s date of birth, employment history, and training history is adequately maintained.

  6. Human Rights. Anzu supports internationally recognized human rights and we will comply with all applicable laws regarding the treatment of our employees and other stakeholders. We insist that our suppliers also uphold these principles and we are committed to working with all suppliers and other partners as they undertake similar assessments of their own business and develop their own approach to respecting human rights.

  7. No forced or child labor. Suppliers that do business with Anzu are prohibited from using slave or involuntary labor, of any kind including prison labor, debt bondage, or forced labor by governments. Suppliers must not engage in human trafficking and must not use corporal punishment, physical or psychological abuse, threats of violence, or other forms of physical or mental coercion. Suppliers who do business with Anzu must comply with all applicable child labor laws, including those related to hiring, wages, hours worked, overtime and working conditions. Only workers who meet the applicable minimum legal age requirement in the country where they are working, or are at least 15 years old or are over the age for completion of compulsory education, whichever is greater, may be hired by a supplier. Vocational or developmental programs for young people may require an exception to the age requirements.

  8. Diversity and Inclusion. Anzu believes in recognizing and valuing our differences to deliver superior results. Bringing together people of different races, gender, education, language, viewpoints, skill sets, and experience enables ideas and innovation to flourish. Anzu expects its suppliers to be inclusive and to ensure that their employees and other stakeholders are always treated with dignity and respect.  Anzu expects its suppliers to prohibit discrimination or harassment against anyone based on an individuals’: ethnic descent or national origin, race or color, religion or ideology, gender, sexual orientation, gender identity and/or expression, age, disability, political or union affiliation, veteran status, citizenship, maternity, or marital status. To best meet these expectations, suppliers should have formal policies that prohibit harassment and discrimination and should periodically review hiring and promotion practices to ensure fair treatment of all employees.

  9. Wages and Hours. Suppliers must follow all applicable laws regarding working hours, wages, and overtime pay. Workers must be paid at least the minimum legal wage or a wage that meets local industry standards. Suppliers should conduct operations in ways that limit overtime to a level that ensures humane and productive working conditions.  Suppliers must pay overtime and any incentive rates required to meet standards. Hourly wage rates for overtime should be higher than the rates for the regular work shift. Workers should receive necessary time off, paid annual leave and holidays, as required by local laws.

  10. Freedom of Association. The right to freedom of association, to bargain collectively and all other workplace rights of employees must be respected by suppliers. Employees should be able to choose whether or not to join a union and should not be subject to discrimination based on that choice.

  11. Avoid conflicts of interest. Suppliers must do business in a way that is open, transparent, and with the highest integrity. There is the potential for a conflict of interest if a supplier’s employee or their family member has a close relationship with an Anzu employee who can make decisions that will affect the supplier’s business. For that reason the supplier must disclose these types of relationships to Anzu before entering into negotiations and whenever they arise.  The supplier should notify Anzu if any of its employees or its employees’ family members work for Anzu, have a financial interest in Anzu, or have any kind of past or present business relationship with Anzu. To better ensure that such notifications occur, suppliers should have policies regarding conflicts arising from personal relationships and the giving and receiving of gifts and other business courtesies. Anzu expects that its suppliers to acknowledge and appropriately manage any conflicts of interest that may arise.  Anzu expects the following practices of its suppliers:

    • Promptly notify Anzu if you become aware of any relationship that could be a conflict
    • Notify Anzu if an Anzu employee ever requests or demands a business courtesy that would be inappropriate under this code of conduct

  12. Gifts and Business Courtesies. We ask that suppliers respect the Anzu policy on conflicts of interest, which limits the giving and receiving of business courtesies. While the exchange of courtesies such as meals, entertainment, or nominal gifts is a widespread business practice, these exchanges must be casual and token. The following exchanges are never acceptable under Anzu policy:

    • Any gift of cash or cash equivalents
    • Any item offered with the expectation of something in return
    • Any business courtesy that involves parties currently in a competitive bidding process
    • Any entertainment or other business courtesy that is indecent
    • For all other business courtesies (meals, gifts, and entertainment), the courtesy must be for a legitimate business purpose and nominal in value.

PROVIDE A SAFE AND HEALTHY WORKSPACE

  1. Health and Safety Regulations. A safe and healthy working environment is a critical component of an effective partnership between Anzu and a supplier. Suppliers must comply with all applicable laws regarding working conditions. This includes worker health and safety, hygiene and sanitation, fire safety, risk protection, and electrical, mechanical, and structural safety. Anzu desires to partner with all suppliers in efforts to meet our commitment to the safety and well-being of our employees. To meet that commitment, suppliers are encouraged to adhere to the following guidelines:

    • Know and comply with applicable health and safety regulations
    • Provide all required training for employees, contractors, and others and ensure the effectiveness of such training in a timely manner.
    • Provide a work environment that is well lit, ventilated, and free from temperature extremes. Suppliers should assess their work environments for health and safety hazards and eliminate, control, or otherwise mitigate identified risks.
    • Post easy-to-follow warning signs and health and safety information signs.
    • Ensure there are sufficient, clearly-marked and unimpeded exits that allow workers to evacuate in an orderly fashion in the event of a fire or other emergencies. Emergency exit routes should be posted and clearly marked in all sections of the supplier’s factory.
    • Make available fire alarms and adequate fire suppression for each work environment, along with adequate emergency lighting to illuminate exit routes, exits, and stairwells.
    • Equip production and associated machinery with appropriate operational safety devices, and maintain, inspect, and service the machinery on a regular basis.
    • Maintain strict policies that forbid the use of illegal drugs or alcohol in the factory and prohibit impaired employees from working.
    • Implement and communicate a lookout-tagout program such that all machinery and equipment is to be shut-off, locked out, and tagged out as appropriate when maintenance or service work is performed to avoid injury due to unexpected startup or the release of stored energy.
    • Require appropriate personal protective equipment, such as gloves, steel-toe shoes or boots, safety glasses, goggles, hearing and respiratory protection to be used where applicable and made available to all workers at no cost. Ensure that provisions are made for storing such equipment in a hygienic manner.
    • Provide safe and accessible drinking water for all workers and allow reasonable access to clean and sanitary toilet facilities throughout the working day.
    • Establish a process to manage health and safety of activities performed by contractors.
    • Maintain procedures for timely dealing with injuries that require medical treatment inside of the facility, as well as procedures to manage serious injuries or emergency cases that require support from outside organizations.
PROTECT CONFIDENTIAL INFORMATION

  1. Confidential Information Stays Confidential. Our knowledge and information gives Anzu a competitive edge. We must maintain this edge by partnering with our suppliers to protect our proprietary information. All suppliers are responsible for safeguarding our confidential information and any intellectual assets. Both Anzu and our suppliers must maintain physical and electronic security for all sensitive information. Our employees as well as each supplier’s employees should use care in protecting all types of sensitive information. No Anzu confidential information should be stored on a USB drive or other portable devices, nor should it be transmitted using unsecured means, such as personal email accounts, text messaging, instant messaging, or social media.  Suppliers are expected to manage these compliance expectations by taking the following actions:

    • Do not print or download confidential Anzu documents without permission from an Anzu representative or the appropriate document owner.
    • Avoid using the Anzu brands, including registered or unregistered trademarks, without the written authorization of Anzu.
    • Confidential information should not be stored in unauthorized locations, such as personal email servers or an employee’s private electronic device, without proper approval.
    • If sensitive information is to be discussed or exchanged between Anzu and a supplier, or a supplier and a third party, the parties must first ensure that a Confidentiality or Non-Disclosure Agreement has been signed.
    • Each supplier must ensure that its own supply network respects the intellectual property rights of others. Suppliers must take reasonable steps to ensure that their vendors, through all tiers, safeguard sensitive information. Suppliers must avoid transmitting information from other customers to Anzu without written permission.
    • If a supplier becomes aware of any violation of Anzu’s intellectual property rights, then the supplier must notify Anzu immediately. A supplier must not register any intellectual property of Anzu’s or one of Anzu’s portfolio companies in the supplier’s own name, nor use Anzu or portfolio company intellectually property for any other purposes. At the request of Anzu or at the end of a supply relationship, a supplier must return Anzu sensitive information or certify its destruction.

  2. Personal Data and Privacy. Anzu is committed to protecting the privacy and personal data of our employees and partners. Anzu ensures that when collecting or transferring personal data, the local laws, Anzu’s Privacy Policy, and Anzu’s security requirements are followed. Suppliers that handle employees’ and partners’ personal data must comply with all regulatory requirements and must meet Anzu’s security standards prior to handling the personal data.
PRESERVE THE ENVIRONMENT AND CONSERVE NATURAL RESOURCES

  1. Environmental Laws, Regulations, and Standards. As the impact of our firm and our portfolio companies increase, so does our responsibility to ensure our actions reflect a commitment to the environment. We expect Anzu suppliers and their subcontractors to comply with all applicable environmental laws, regulations, and standards.  It is important that suppliers manage compliance, minimize environmental impact, and drive continual improvement of environmental compliance. Suppliers are encouraged maintain documentation to be able to respond to requests for information including but not limited to resource consumption, emissions, compliance, environmental risks and liabilities, and other environmental sustainability metrics.  Suppliers should have procedures for notifying community authorities in case of an accidental discharge or release of hazardous materials into the environment, or in case of any other environmental emergency. Suppliers should implement an audit program for compliance to applicable environmental regulations and standards, including a means to ensure corrective actions and avoidance of recurrence.  As a supplier, to meet these expectations, you should:

    • Keep documentation relating to compliance with this code and provide Anzu access to that documentation upon request. Compliance documentation of subcontractors shall also be maintained.
    • Establish a process and policy giving employees a way to raise concerns without fear of retaliation. Where allowed by law, maintain a system that allows for anonymous reporting of concerns.
RESPECT THE CODE OF CONDUCT

  1. Compliance with the Code of Conduct. Any code of conduct is only as effective as the efforts to enforce it. Anzu expects its suppliers to comply with the conditions of the Supplier Code of Conduct and maintain a system to monitor compliance.

  2. Understanding and Communicating the Code.  Suppliers must take the necessary steps to ensure that its employees understand and comply with the Code, including communicating the details of the Code to employees annually in the local language of the business. Suppliers must ensure that its suppliers and subcontractors who work on Anzu business are aware of an comply with this Code.

  3. Anzu’s Support to Ensure Compliance. Anzu may visit supplier facilities, review supplier documentation and conduct a full audit if necessary to ensure compliance with this Code. If Anzu determines that a supplier has violated the Code, the supplier must provide information relating to the incident(s) and show within 30 days the corrective actions taken. Anzu will follow up to make sure the condition has been corrected. Anzu reserves the right to terminate agreements with suppliers for non-compliance or for violations of law.