Introduction

FedEx is committed to doing business ethically and in compliance with the law. An important part of that commitment—and our commitment to integrity—is our strong opposition to Corruption and Bribery in any form.

FedEx operates in more than 220 countries and territories around the world. Our global network of operations offers both distinct opportunities and risks. To help protect our company and reputation, we must comply with the law, avoid doing business with those who do not respect the law, and understand and address our risks wherever they exist.

Policy Overview

FedEx prohibits Corruption and Improper Payments in all our business dealings throughout the world. Team Members must not directly or indirectly, offer, authorize, request, give or receive anything of value to or from any person or organization to obtain or retain business or influence a decision or action.

Team Members also must not participate in or allow Corruption to influence a business decision or gain an undue business advantage.

Objectivity, fairness, transparency and diligence are key to avoiding Corruption in our business dealings. Team Members must exercise appropriate oversight over their area of responsibilities and maintain adequate internal financial controls and keep accurate books and records so as not to allow Bribes or other Improper Payments to occur and be disguised as legitimate business expenses.

Scope

This Policy applies to every officer, director, manager and employee of FedEx Corporation and its subsidiary companies (each, a “Team Member”).

Definitions

• “Bribery” or “Bribe”: anything of value offered, given or received in exchange for a favorable decision or exercise of discretion by a Government Official or private person.
• “Corruption”: dishonest or fraudulent conduct, including the misuse or abuse of power, influence or position; some common types include kickbacks, Bribery, influence peddling and extortion.
  
• “Facilitating Payment”: anything of value, typically a small payment or gift, offered or provided to a Government Official to facilitate or expedite routine clerical or administrative, nondiscretionary actions such as inspecting goods in transit, issuing permits and/or licenses, processing visas or providing police protection.
  
• “Improper Payments”: anything of value used to corruptly influence the decision or action of a Government Official, private person or business. Includes Bribes, Facilitating Payments and kickbacks.
  
• “Third Party”: any prospective or current non‐FedEx entity, customer, vendor, supplier, service provider or any other person with whom FedEx does or may do business.
  
• “Promotional Item”: goods prominently featuring the FedEx corporate brand or logo. These items are generally available in the company store or catalog.
  
• “Team Members”: every officer, director, manager and employee of FedEx Corporation and its subsidiary companies.
  
• “Management”: any Team Member of FedEx managing at least one other employee. For purposes of the approval process under this Policy, Management refers to the immediate supervisor of the person seeking approval or a more senior member of Management with appropriate decision‐making authority.

Corruption, Improper Payments and Bribes

FedEx and the Third Parties with whom we do business enable trade by connecting people, goods, businesses and markets around the world.

Corruption risk appears in different forms and levels throughout the world. Corruption can be tied to government or private activities and can occur in a number of situations we may encounter in our work, such as: at border crossings during customs clearance; in business solicitation, negotiations, meetings or transactions; when interacting with Government Officials; or related to entertainment, social, political or charitable matters.

FedEx Team Members must be able to recognize Corruption risk in their work and be alert to situations where prohibited activity such as requests for Bribes or other illegal activities may occur. Upon recognizing the risk, Team Members must uphold our strong opposition to Corruption and Bribery by refusing to approve or participate in corrupt schemes or deals and immediately reporting such prohibited activity to your company’s Legal Department as soon as you learn of it.

Facilitating Payments

Anything of value, typically a small payment or gift, offered or provided to a Government Official to expedite routine clerical or administrative, non‐discretionary actions such as inspecting goods in transit, issuing permits and/or licenses, processing visas or providing police protection.

FedEx prohibits Facilitating Payments because they violate the anti‐corruption laws of most countries, are often poorly documented and tend to encourage and perpetuate Corruption. If you are asked to pay a Facilitating Payment, refuse and immediately contact your company’s Legal Department.

Official fees, documented in writing, that are required by a government to perform certain legitimate services are not considered facilitating payments.

Understanding Bribery

Anything of value offered, given or received in exchange for a favorable decision or
exercise of discretion by a Government Official or private person is a Bribe. Bribery and Improper Payments can be anything of value including:

• Money
  
• Kickbacks
  
• Unposted fees
  
• Unwarranted discounts
  
• Payments disguised as commissions
  
• Travel, meals, lodging, gifts and entertainment
  
• Favors
  
• Charitable and political contributions
• Jobs and internships
  

Travel, Meals, Lodging, Gifts & Entertainment

Team Members must exercise care, know the rules and obtain any required approvals before offering or providing travel, meals, lodging, gifts or entertainment to a Government Official or private person. These actions, if done incorrectly, at the wrong time, too often or in excessive amounts, could be considered a Bribe or Improper Payment.

Knowing the rules and getting advice and approvals in advance will help you understand not only what is prohibited but also what may be appropriate and allowed in each situation.

Before offering or providing travel, meals, lodging, gifts or entertainment to U.S. Government Officials, Team Members must obtain advance, written approval from the FedEx Corporation Government Affairs Department.

Remember to also review the Global Gifts & Entertainment Policy  when offering or receiving gifts to or from Third Parties.

Travel, Meals, Lodging, Gifts & Entertainment Reminders for Non‐U.S. Government Officials:

• Don’t give cash, gift cards or other cash equivalents.
• When allowed, Promotional Items are preferred as gifts and you should first ask, can you accept a ____ (noting type of item)?
• Don’t use your own money, petty cash, or third‐party funds to pay for something that FedEx wouldn’t allow you to submit as a business expense.
• Travel, meals, lodging, gifts or entertainment expenses must not be extravagant and expenses and attendance of any non‐FedEx guests, such as significant others, requires advance approval from your Legal Department.

Charitable Contributions

Corrupt individuals and enterprises can use charitable organizations as a front to funnel money to themselves in exchange for making a favorable decision to benefit the donor. For this reason, charitable contributions are considered a potential source of Bribery risk. Never provide a charitable contribution to obtain or retain business or gain any other advantage or favorable treatment. When considering any charitable donations, remember the following:

• Verify the charity is legitimate and the donation is for proper charitable purposes;
• Review the facts, intent, timing, parties and any relationship to ongoing discussions or deals to ensure there are no concerns of Corruption;
• Disclose to your company’s Legal Department any business dealings FedEx has with any Third Party that has encouraged FedEx to make a charitable contribution;
• Confirm that the donation would not violate the law and complies with FedEx policies and procedures; and
• If a Government Official is involved, review the background and reputation of the intended recipient and get prior written approval of your company’s Legal Department.

Your company may have other policies that relate to charitable contributions (such as who may offer them or the criteria to be followed). Team Members must comply with all relevant policies before making a charitable contribution on behalf of FedEx.

Political Contributions

Corrupt individuals may offer to make favorable decisions in exchange for contributions to certain political campaigns where they can access the funds for their personal use, particularly in regions with high Corruption risk.

At FedEx, we prohibit Team Members from making or authorizing a political contribution to a Government Official or political party, whether in cash or in kind, by or on behalf of FedEx.

Some examples of prohibited activities include:

• Making a financial donation to a political party or campaign on behalf of FedEx.
• Loaning Team Members to work for a political party or campaign, including allowing team members to use paid leave of absence or additional vacation time for such work.
• Using FedEx facilities, equipment or supplies, such as vehicles, printers, computers, paper or postage for a political campaign or activities.
• Guaranteeing debt for any political candidate, party, or campaign organization.

While Team Members may make political contributions or support political campaigns with their own time and money, they must never do so in exchange for a favorable decision or action related to FedEx. Please refer to the Code of Conduct and Policy on Political Contributions for more information.

Responding to a Request for a Bribe

If a Team Member is asked for or offered a Bribe or Improper Payment:

• Refuse to make or accept the payment and explain that FedEx does not pay or accept Bribes;
• Be clear that your refusal is not negotiable; and
• Immediately report the request to Management and your company’s Legal Department or the FedEx Alert Line.

Every Team Member has a responsibility to help recognize, detect and avoid potential Corruption.

Exercising Caution in Customs Clearance

Customs officials may solicit Bribes or other Improper Payments, particularly in many high‐risk countries. When Team Members have frequent, close interaction with customs officials, they should be prepared to quickly refuse to pay and inform the officials that FedEx doesn’t allow such payments. The following are examples of situations where you may be approached for a Bribe or Facilitating Payment:

• Clearing a shipment through customs
• Expediting or avoiding the clearance process or its specific requirements
• Avoiding the inspection, detention or seizure of cargo
• Allowing landing/entry or loading/unloading
• Providing required documentation for clearance
• Avoiding duties, taxes or other fees

Remember, making Improper Payments for any reason is strictly prohibited.

Extortion or Duress

Corrupt individuals may use fear, intimidation or violence to try to force others to pay them money or follow their orders. If someone threatens your health or safety, you should take whatever action you deem appropriate to ensure your safety. If a payment is made under those circumstances, you must notify your company’s Legal Department as soon as possible and document any transactions in accordance with the provisions of this Policy and your company’s policies and procedures.

FedEx Third Parties

The actions of the Third Parties with whom we do business may expose FedEx to significant liability under anti‐corruption laws and potential business and reputational risk. Therefore, we must take great care in selecting Third Parties and require them to act ethically and comply with all applicable laws, including all anti‐corruption laws.

Due Diligence Review

As part of the Third‐Party selection process and depending on the risk presented, your Legal Department may deem it necessary to conduct anti‐corruption due diligence before FedEx engages the Third Party.

The scope of due diligence is tailored to the level of risk presented by the Third Party. If you are uncertain whether a Third Party requires anticorruption due diligence, or the degree of due diligence required, consult with your company’s Legal Department.

Related Requirements

Accounting

At FedEx, we require our Team Members to maintain accurate financial records and appropriate internal controls to prevent violations of law. These internal controls also help ensure that Management authorizes only proper business transactions.

Team Members must keep appropriate books, records and accounts, which accurately and fairly reflect, in reasonable detail, all FedEx transactions and disposition of assets. Team Members must not create or falsify fictitious FedEx accounting or business records for any purpose. For example:

• Do not create or maintain any unrecorded fund or asset of FedEx.
• Do not make or participate in making any false or mislabeled entries in the books and records of FedEx.
• Do not approve or make any payment on behalf of FedEx if any part of the payment is to be used for an improper purpose or if the purpose is misstated.
• Do not directly or indirectly use any funds or assets of FedEx for any unlawful purpose.

FedEx policy requires that all payments and expenses involving Government Officials be appropriately documented. There are no exceptions. Merely failing to document a payment or expense involving a Government Official may subject FedEx to substantial liability. Certain payments to Government Officials must be approved in advance by the Legal Department. Please refer to your company’s Anti‐Corruption Compliance Procedures for detailed information about payment approvals and documentation.

Education and Awareness

Anti‐corruption education and awareness is crucial for Team Members’ understanding of this Policy’s requirements. All Team Members must receive some form of anti‐corruption education and awareness on a regular basis. The frequency and type of education and awareness depends on each Team Member’s job requirements and risk.

Certain FedEx Third Parties must also receive anti‐corruption education and awareness to help them understand the risks they may face while providing services to FedEx.

Please refer to your company’s Anti‐Corruption Compliance Procedures for detailed information regarding anti‐corruption education and awareness for Team Members and Third Parties.

FedEx Maintains a Robust Compliance Program

FedEx prohibits Bribery and Corruption in its business. To help enforce compliance and uncover potential violations, FedEx has implemented a robust compliance program including policies and procedures, education, risk and program assessment, due diligence, financial controls, monitoring, investigations, reporting and other controls.

Auditing

The Internal Audit Department, in collaboration with Corporate Integrity & Compliance, periodically assesses compliance with this Policy and suggests enhancements as needed. In addition, the Internal Audit Department will consider anti‐corruption concerns as part of its regular audits of FedEx operations and books and records.

Questions and Answers

Question 1. A friend of mine works in the government and has offered to help me win business for FedEx. Is this okay?

Answer 1. You should be concerned. If your friend wants something from you in exchange for using her influence to help you win the business, then this may be an example of illegal influence peddling. Report the offer to Management and your Legal Department and wait for guidance before proceeding.

Question 2. Can I pay a Facilitating Payment if it’s common in my local area?

Answer 2. No. Facilitating Payments are illegal in most countries and are prohibited by FedEx. Please report any request for a Facilitating Payment to your Legal Department.

Question 3. Is anti‐corruption due diligence required for all Third Parties?

Answer 3. Anti‐corruption due diligence may be required depending on the risk presented. It is typically required for Third Parties that interact with Government Officials on behalf of FedEx or other Third Parties that pose Bribery or Corruption risk. Check with your Legal Department if you are not sure whether due diligence is required.

Question 4. I regularly interact with customs officials as part of my job duties at FedEx. Do I need anti‐corruption education and awareness?

Answer 4. Yes. Please contact your Legal Department for the appropriate anticorruption education and awareness for your position.

Question 5. How do I know if I am interacting with a Government Official?

Answer 5. Any person that works on behalf of a government agency or government‐owned entity may be considered a Government Official under anti‐corruption laws. Please contact your Legal Department for assistance in identifying Government Officials.

Question 6. What if I am pulled over by a police officer and they ask for a cash payment to let me go?

Answer 6. You should refuse to make the payment and tell the police officer that it is against company policy and you could lose your job if you pay. If the police officer is threatening your health or safety, take the action needed to protect your health and safety and report it to your Legal Department as soon as possible.

Question 7. My manager seems to prefer to do business with certain Third Parties. I think my manager may be getting kickbacks like cash and paid vacations. What should I do?

Answer 7. This may be an example of commercial Bribery and kickbacks. You must report it to your Legal Department or the FedEx Alert Line.

Related Policies

• Code of Conduct
• Global Gifts & Entertainment Policy
• Your company’s Human Resources and Finance Policies
• Governmental Contacts and Lobbying Disclosure Compliance Policy
• Policy on Political Contributions
• Anti‐Corruption Compliance Procedures for your Company

Policy Compliance

Strict compliance with this Policy is required. Compliance also includes timely completing any mandatory training and following any procedures that may be issued under this Policy. All members of management are responsible within their teams for enforcement and compliance with this Policy, including its communication to their Team Members. Any Team Member who does not comply with this Policy shall be subject to disciplinary action, up to and including termination, to the extent permissible under local law.

Reporting and Anti‐Retaliation Policy

We encourage Team Members to speak up and report violations of this Policy. If you have information about a possible violation of this Policy, contact your Management, your Legal or Human Resources department or the FedEx Alert Line.

Reports to the FedEx Alert Line may be made anonymously by calling a toll‐free number or completing an online report form. Within the U.S., you can reach the FedEx Alert Line at 1.866.42.FedEx (1.866.423.3339). International phone numbers and access to the online report form can be found at www.fedexalertline.com.

We prohibit retaliation against anyone who reports a known or suspected violation in good faith. We also prohibit retaliation against anyone who assists in an investigation. Any Team Member who is found to have retaliated against a person who has reported in good faith a violation, or assisted in an investigation, will be subject to discipline, up to and including termination to the extent permissible under local law.

Policy Custodian

Chief Compliance Officer

Adoption Date

This Policy was adopted effective May 2013.

Revised effective June 1, 2020.