Policy overview

This Global Conflicts of Interest Policy reinforces our commitment to maintaining the highest standard of business conduct and ethics as set forth in the FedEx Code of Conduct. The requirements of this Policy are designed to help FedEx team members avoid even the appearance of a Conflict of Interest and recognize when to get help or report a concern.

It is crucial that we operate our business with the highest level of integrity. That means we must all act openly, honestly and transparently.

Scope

This Policy applies to every officer, director, manager and employee (collectively, “team member”) of FedEx Corporation and its subsidiary companies throughout the world (“FedEx”).

Definitions

For purposes of this Policy:

• “Close Personal Relationship” means persons who are related by blood, marriage, or law (e.g., spouse, parent, in‐law, sibling, child, grandparent, grandchild, stepparent, stepchild), persons who live together, persons who are dating or engaging in an intimate relationship or any other situation with persons who have a similarly close relationship.
  
• “Conflicts of Interest” include situations in which a team member’s Personal Interest or Close Personal Relationship creates, could potentially create or may appear to create a conflict with the team member’s responsibilities at FedEx or compromise the interests of FedEx.
  
• “Personal Interest” means a team member’s situation or circumstances outside FedEx that could create, potentially create or appear to create a financial or other benefit to the team member or their Close Personal Relationship.
  
• “Third Party” means any non‐FedEx entity, customer, prospective customer, supplier, prospective supplier, service provider and any person with whom FedEx does or may do business.

Overview of team member responsibilities

As a FedEx team member, you have a duty to:

• act and conduct business in a manner that promotes the best interest of FedEx;
• avoid activities, relationships and other situations that create an actual, potential or apparent Conflict of Interest between your Personal Interest and the interest of FedEx; and
• disclose Conflicts of Interest to your manager, your company’s human resources or legal department as soon as you become aware of the situation.

Identification and disclosure

A Conflict of Interest exists when a team member’s Personal Interests are, may be, or appear to be, incompatible with the interests of FedEx. While employed at FedEx, your primary business loyalty must lie with FedEx. As a result, you must not engage in activities that create a situation in which your loyalties are, may be, or appear to be, divided.

Conflicts also occur in situations when a team member making a FedEx business decision is, could be, or appears to be, influenced by their own personal benefit or the benefit of a Close Personal Relationship.

Team members must avoid creating situations that result in a Conflict of Interest with FedEx. When a Conflict of Interest arises, is discovered, or is believed likely to occur, you must immediately disclose the situation to your manager, your company’s human resources or legal department in writing.

A manager who receives notice of a Conflict of Interest must immediately contact your human resources or legal department for assessment of the situation and appropriate action. Each FedEx operating company or international region is responsible for implementing procedures for team members to follow for disclosing, evaluating and recording conflicts of interest.

How to recognize conflicts of interest?

To help recognize a Conflict of Interest situation, ask questions such as:

• Are you able to represent the interest of FedEx as your first business priority or could a Personal Interest compromise your judgment?
• Are you faced with making a decision that could benefit FedEx but also provides a related personal benefit for you?
• Could other people perceive your behavior as a Conflict of Interest?

Conflicts of Interest can occur under a number of circumstances. The guidance and situations described in this Policy may help you recognize Conflicts of Interest, so you can avoid and disclose them properly.

The examples included in this Policy are not exhaustive. If you have questions about a specific situation, you should discuss the situation with your manager, human resources or legal department. Below are several types of circumstances where conflicts can arise.

1. Financial interests

A conflict can arise if a team member or a Close Personal Relationship is employed by, otherwise compensated by, or has an ownership or financial interest in a company doing business with, attempting to do business with or competing against FedEx.

When you become aware of an actual, potential or apparent conflict in this or a similar situation, you must disclose the concern to your manager, human resources or legal department. Routine FedEx shipping business conducted with someone with whom you have a Close Personal Relationship is generally not considered a Conflict of Interest. A Conflict of Interest could nevertheless occur with FedEx shipping customers if you have significant decision‐making authority over FedEx business conducted with a Close Personal Relationship.

Remember, the key is to remain objective when making FedEx business decisions and disclose any Conflict of Interest to your manager, human resources or legal department.

In any case, team members must never use their influence or position to affect the selection, or oversee the work, of a Third Party in which they or a Close Personal Relationship are employed, have an ownership or other financial interest.

2. Corporate opportunities

If because of your status as a FedEx team member, you learn of a business opportunity that could benefit FedEx, you may not take that opportunity for your personal benefit or the benefit of your Close Personal Relationship unless you first disclose the opportunity in writing to your manager, human resources or legal department and obtain legal department approval.

3. Employing or supervising relatives or other close personal relationships

All team members are responsible for maintaining a culture of trust and respect in our workplace. If you are in management, you must never hire, supervise, promote, discipline or influence the compensation or work assignment of a Close Personal Relationship unless you have received written permission from your legal department.

Any questions or concerns should be raised with your manager, human resources or legal department as needed.

4. Improper exercise of influence

Team members must not use the influence of their FedEx position to affect a Third Party’s decision to make a charitable or political contribution to a particular entity or person. Refer to your operating company policy on solicitation for more information.

5. Outside engagements

Team members should not take additional employment with an outside entity, operate your own business, serve in any capacity for any for‐profit or non‐profit organization, hold a public office or participate in similar situations, if the activity will interfere with your job duties for or primary business loyalty to FedEx.

You must also not use FedEx confidential information, property or systems for matters not related to FedEx (other than appropriate minimal personal use of systems as addressed in the Code of Conduct) even if no other conflict exists.

You must also comply with your operating company’s policy on outside employment or “moonlighting.”

Key points to remember

To remain objective, team members must retain their independence in making business decisions. Making the best decision for FedEx means you must act free from the influence of your Personal Interests.

Remember to:

• Put FedEx interests first at work;
  
• Make objective decisions;
  
• Consider how a decision would look if made public and everyone knew all the facts; and
  
• Disclose Conflicts of Interest to your manager, human resources or legal department.

This Policy does not anticipate or attempt to identify all situations where an actual, apparent or potential Conflict of Interest may occur. Your manager, human resources, or legal department may address other related concerns consistent with the intent of this Policy.

Questions and answers

Question 1. I am considering hiring a former FedEx team member as a supplier or consultant for FedEx. Is this OK?

Answer 1. There could be a number of Conflicts of Interest in this situation. Contact your manager, human resources or legal department to determine what additional review and approvals may be needed.

Question 2. I want to date a team member that reports to me. As long as we keep it quiet, is this OK?

Answer 2. Supervising someone that you date creates a Conflict of Interest. Contact your manager, human resources or legal department to address the Conflict.

Question 3. May I hire my brother to do some contract work for FedEx if his rates are the best available?

Answer 3. No, you may not hire or supervise your brother for contract work. If your brother is presented as a viable potential supplier, you should alert your manager, human resources or legal department and remove yourself from any involvement. If FedEx chooses your brother as a supplier, you cannot be involved in the decision to hire him or oversee the work.

Question 4. My daughter is seeking employment and has expressed an interest in working for FedEx. What is the FedEx policy on this?

Answer 4. If the hiring policy at the relevant FedEx operating company allows it, your daughter can apply for employment with FedEx, as long as the position for which she applies does not report to you and you would not be reporting to her. Her application will be evaluated according to the same criteria as all other applications. You cannot use your influence or position to affect the hiring process.

Question 5. I work with a number of FedEx vendors. One of the vendors has offered to hire my son as a summer intern. Is this a conflict of interest?

Answer 5. The offer presents a Conflict of Interest. Conflicts occur when your decision making at FedEx could be influenced by your own personal benefit or the benefit of a Close Personal Relationship. Here, you or the vendor may feel like you owe the vendor something in return for the internship. You must disclose the situation to your manager, human resources or legal department for guidance.

Question 6. My wife works for a FedEx competitor. Does this constitute a Conflict of Interest?

Answer 6. No, not necessarily. However, you should discuss the situation with your manager, human resources or legal department for assessment and appropriate action. You also must not disclose confidential FedEx information to your spouse or solicit confidential information from your spouse about her employer.

Question 7. A friend asked me to invest in a company that will produce a product that might eventually be sold to FedEx. If my only involvement in the new company is financial, is it a Conflict of Interest?

Answer 7. This has the potential to be a Conflict of Interest, depending on your position with FedEx, your ability to influence FedEx purchasing decisions, the amount of your investment and the importance of FedEx as a future customer to the new company. Before investing, you should advise your manager, human resources or legal department. You also cannot be involved with, or attempt to influence, FedEx corporation’s decision whether to purchase the product.

Related policies

• FedEx Code of Conduct
• Global Gifts & Entertainment Policy
  
• Global Anti‐Corruption Policy and Compliance Procedures
  
• Policy on Political Contributions
  
• Policy on Review and Preapproval of Related Person Transactions
  
• Your operating company’s HR, Finance and Procurement policies
  
• Your operating company’s policy on solicitation
  

Policy compliance

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 managers are responsible within their teams for enforcement and compliance with this Policy, including its communication to their team members. Anyone who does not comply with this Policy shall be subject to disciplinary action, up to and including termination.

Reporting and anti‐retaliation policy
If you know or suspect there is a violation of this Policy, speak up and report it to your manager, human resources, legal department or the FedEx Alert Line.

Go to fedexalertline.com to report online or find the phone number that applies to your country or territory. In the U.S., the phone number is 1.866.42.FedEx (1.866.423.3339).

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.

Anyone who is found to have retaliated against a person who, in good faith, has reported a violation of this Policy, or assisted in an investigation, will be subject to discipline, up to and including termination.

Policy custodian
Chief Compliance Officer

Adoption date
This Policy was adopted effective October 16, 2019.

Company political activities

FedEx actively participates in the political process with the ultimate goal of promoting and protecting the economic future of the company and our stockholders and employees.

We are subject to extensive regulation at the federal and state levels and are involved in a number of legislative initiatives in a broad spectrum of policy areas that can have an immediate and dramatic effect on our business and operations. Through our participation and that of our employees, we ethically and constructively promote legislative and regulatory actions that further the business objectives of FedEx and attempt to protect FedEx from unreasonable, unnecessary, or burdensome legislative or regulatory actions at all levels of government.

Policies and procedures for political contributions

One way to participate effectively in the political process is by making prudent political contributions in compliance with applicable laws and reporting requirements. FedEx’s political contributions and expenditures are made to further the best interests of the company and our stockholders and employees, and are made without regard to the personal political preferences of individual FedEx Board members, officers, and employees.

Political contributions of all types are subject to extensive governmental regulation and public disclosure requirements, and FedEx is fully committed to complying with all applicable campaign finance laws. For example, under U.S. federal law, FedEx cannot directly support candidates for federal office, so we do not. In addition, while some U.S. states allow corporate contributions to state and local candidates or ballot issue campaigns, it is our policy not to make such contributions. FedEx also does not make independent expenditures.

In addition, FedEx does not make corporate contributions to groups organized under section 501(c)(4) or section 527 of the Internal Revenue Code, other than membership dues, event sponsorships, and contributions to the organizational committees of the Democratic and Republican national party conventions, Democratic and Republican presidential and state gubernatorial inaugural committees, and the annual conferences of the Democratic and Republican Governors Associations. None of these expenditures are used to directly support any election-related activity or ballot initiatives at the federal, state, or local level.

These limited corporate expenditures are approved by the Corporate Vice President of Government and Regulatory Affairs, in consultation with appropriate members of FedEx senior management. 
 

Voluntary political participation by employees

FedEx values the right and responsibility of our employees to participate in the political process. Such participation is entirely a matter of personal choice. Employees are free to support the political process in a variety of ways, such as through personal contributions or by volunteering their personal time to candidates or organizations of their choice. These activities, however, must not suggest FedEx’s support and must not be conducted on company time or involve the use of any company resources, such as telephones, computers, or supplies. In addition, employees may not make or commit to political contributions on behalf of FedEx, and FedEx will not reimburse or otherwise compensate an employee for his or her personal political contributions.

FedEx provides an opportunity for our employees to voluntarily participate in the political process by joining the company’s non-partisan political action committee, the FedExPAC – FedEx Corporation Political Action Committee (“FedExPAC”). The FedExPAC keeps employees aware of important issues and decisions made by government officials that can affect our business, and allows our employees to pool their financial resources to support political candidates, campaigns, and committees in furtherance of the best interests of the company and our stockholders and employees.

The political contributions made by the FedExPAC are funded entirely by the voluntary contributions of our employees (no corporate funds are used), and decisions about membership in the FedExPAC have no bearing on an employee’s career at FedEx. Moreover, the FedExPAC’s activities are subject to comprehensive regulation by federal, state, and local governments, including detailed disclosure requirements, such as monthly reports filed with the Federal Election Commission. These reports are publicly available at www.fec.gov (Committee ID No. C00068692) and include an itemization of the FedExPAC’s receipts and disbursements, including any political contributions, over a certain amount (currently, $200).

Requests for the FedExPAC to make a political contribution must be forwarded to the Corporate Vice President of Government and Regulatory Affairs or her designee. A committee composed of appropriate members of FedEx senior management decides which candidates, campaigns, and committees the FedExPAC will support based on a nonpartisan effort to advance and protect the best interests of the company and our stockholders and employees. The FedExPAC contributes to the campaigns of candidates who share the company’s views on public policy, serve as congressional or legislative leaders, represent geographical areas where FedEx has a major business presence, or serve on committees with jurisdiction over legislation important to the company. Other contribution considerations include prior voting records, prior committee assignments, contribution history, and the type of political race (e.g., primary or general election). All contributions are made without regard to the personal political preferences of individual FedEx Board members, officers, and employees.
 

Participation in trade associations

Our participation in the political process is designed to promote and protect the economic future of FedEx and our stockholders and employees, and we maintain memberships with a variety of trade associations expressly for that purpose. Participation as a member of these associations comes with the understanding that we may not always agree with all of the positions of the organizations or organizations’ other members. We believe the associations, however, take positions and address issues in a collective industry manner and often advance positions consistent with company interests that will help us provide strong financial returns, enhance long-term stockholder value, and further the best interests of our employees consistent with our corporate values.

Compliance and oversight

Management is responsible for implementing effective reporting and compliance procedures designed to ensure that FedEx’s political activities are conducted and disclosed in accordance with applicable law and this policy. In addition, management is responsible for monitoring the appropriateness and effectiveness of the political activities undertaken by the most significant trade associations in which FedEx is a member.

The Governance, Safety, and Public Policy Committee of the FedEx Board of Directors (the “Committee”) assists the Board in oversight of the company’s political activities and expenditures. The Committee reviews and discusses with FedEx’s Executive Vice President, General Counsel and Secretary (i) public policy, political, and legislative trends and matters that affect or may affect the company’s business, performance, strategies, or reputation; (ii) the company’s political activities and participation in the political process, including direct and indirect political spending and lobbying activities and expenditures; (iii) the company’s contributions to trade associations and other tax-exempt organizations that engage in political activities; (iv) the steps management has taken to identify, assess, and manage risks relating to the company’s political activities and expenditures; and (v) the company’s reporting of its political activities and expenditures. The Committee also periodically reviews and discusses this policy with management and shall approve any changes to this policy.

Amended June 12, 2022

Policy overview

This Global Gifts and Entertainment Policy covers gifts, meals, and entertainment between Third Parties and FedEx. Appropriate gifts and entertainment can help build and maintain relationships. However, when gifts and entertainment are excessive, they can bring unnecessary risk to our business. This Policy is intended to help us avoid these risks, which include corruption, bribery, influence peddling, conflicts of interest, and kickbacks and reinforces our commitment to maintaining the highest standard of business and personal ethics as set forth in the FedEx Code of Conduct.

Scope

This Policy applies to FedEx Corporation and its subsidiaries throughout the world (“FedEx”), and every officer, director, and employee (collectively, “team member”) of FedEx. If you have questions about a situation not covered in this Policy, you should ask your manager or your company’s Legal or Human Resources Department.

Government officials

Gifts, meals, and entertainment for government officials are subject to additional restrictions and prohibitions. Please refer to the Governmental Contacts and Lobbying Disclosure Compliance Policy before offering gifts, meals, and entertainment to U.S. government officials and the Global Anti-Corruption Policy before offering gifts, meals, and entertainment to non-U.S. government officials.

Marketing programs

Proposed gifts or payments to prospective or current customers that are included as part of a formal, written, customer marketing, market research, incentive, accommodations, or rewards program are not covered by this Policy. Due to the complexity of these programs and unique risks, they require separate review and approval by your company’s Legal Department.

Definitions

“Gifts” are items of value accepted from or provided to a Third Party by FedEx or a FedEx team member, including but not limited to:

• Merchandise (includes gift baskets, wine, clothing, mugs, pens, collectibles, and hospitality bags);
• Tickets to in-person or virtual, sports, music, or cultural events where FedEx team members and representatives of the Third Party providing the tickets do not attend the event together;
• Travel or lodging not associated with a business conference, meeting, or event; or
• Favorable terms or discounts on a product or service for the team member’s benefit that are not otherwise available to all FedEx team members within the same geographic location.

“Meals and entertainment” include:

• Appetizers, entrees, drinks, desserts, other food and beverages, or meals; or
• Tickets to in-person or virtual sports, music, cultural events, or business conferences where FedEx team members and representatives of the Third Party providing the tickets attend the event together.

“Third Party” means any non-FedEx person, including customers, prospective customers, suppliers, prospective suppliers, service providers, and any person with whom FedEx does or may do business.

Accepting gifts from third parties

Subject to any local law or other restrictions set forth in this Policy, team members may accept nominal gifts with a combined market value of US $75 or less from the same Third Party per year. Team members must never:

• Solicit or request gifts from a Third Party;
• Accept lavish or excessive gifts; or
• Accept a gift offered as a bribe, payoff, or kickback.

Exception request

Acceptance of individual gifts greater than US $75, or multiple gifts in one year from the same Third Party totaling greater than US $75, must be approved by your company’s Legal Department.

Cash or cash equivalents prohibited

Gifts of cash or cash equivalents (such as gift cards, gift certificates, or “red packets” commonly offered in Asia) must never be accepted, regardless of amount.

Return or donation of prohibited gifts

If a gift prohibited by this Policy is received, contact your manager or your company’s Legal or Human Resources Department for guidance on how the gift may be returned, donated, or otherwise handled.

Please refer to the Policy on Company-Provided Gifts and Awards for Employees for guidance regarding gifts from FedEx to U.S. team members.

Accepting meals and entertainment from third parties

Subject to any local law or other restrictions set forth in this Policy, team members may accept reasonable and appropriate meals or entertainment from Third Parties only for legitimate business purposes and if it meets the following conditions:

• Is infrequent;
• Is not solicited or requested;
• Is not given as a bribe, payoff, or kickback;
• Does not create the appearance (or an implied obligation) that the Third Party is entitled to preferential treatment;
• Is tasteful and occurs at a business-appropriate venue;
• Is reasonable and appropriate in the context of the business occasion and the parties’ respective positions; and
• Complies with any specific FedEx operating company or work group limits.

Attendance by third party

If a representative of the Third Party does not attend the meal or entertainment with the FedEx team member, the meal or entertainment is considered a gift and is covered by the gifts guidelines.

Attendance by spouse or another adult guest

An attending team member may bring a spouse or another adult guest to a meal or entertainment event provided by a Third Party if they are necessary to assist the FedEx team member with the business purpose of the event. Manager preapproval is required.

Expenses related to conference attendance

Offers by a third party to pay for lodging, travel, or conference fees related to a business-related conference, meeting, or event must be approved in advance by your company’s Legal Department.

Meals and entertainment during a business-related conference, meeting, or event, are governed by the Accepting Meals and Entertainment from Third Parties section in this Policy.

Third-party negotiations

A team member must not accept any gifts, meals, or entertainment from a Third Party if that team member is the responsible officer or manager for a contract with the Third Party and FedEx is or soon will be in contract or other business negotiations with the Third Party.

Offering gifts, meals, and entertainment to third parties

Before you offer gifts, meals, or entertainment to a Third Party it is important to know if the Third Party is a Government Official or employee of a state-owned or controlled business. Gifts, meals, and entertainment for government officials are subject to additional restrictions and prohibitions. Please refer to the Governmental Contacts and Lobbying Disclosure Compliance Policy before offering gifts, meals, and entertainment to U.S. government officials and the Global Anti-Corruption Policy before offering gifts, meals, and entertainment to non-U.S. government officials.

Team members may offer or provide gifts, meals, or entertainment to Third Parties only for legitimate business purposes and if it meets the following requirements:

• Complies with our Anti-Corruption Policy and Procedures;
• Is not given as a bribe, payoff, or kickback;
• Does not create the appearance of impropriety;
• Does not violate any gift policy of the Third Party;
• Is in good taste and occurs at a business-appropriate venue;
• Is reasonable and appropriate to the circumstances and your position at FedEx; and
• Is properly documented in FedEx’s books and records.

Gifts of cash or cash equivalents (gift cards or gift certificates) are never appropriate and may not be offered to Third Parties.

Gifts to entities

FedEx as an entity or a FedEx representative may offer or provide corporate gifts (such as a painting, framed photograph, model, or sculpture) to a Third-Party entity (e.g., company, agency, or department) in commemoration of an event or similar celebration. Gifts in these circumstances are subject to approval by your company’s Legal Department.

Gifts to fellow team members

Employees may give personal gifts (e.g., books, food, business card holders, planners, and even gift cards) to fellow employees (including from managers to team members) if the gifts are in good taste, reasonable and appropriate, and paid for by the employee and not expensed to FedEx.

Please note that personal gifts to employees should not be provided as performance awards. Performance awards should be provided to employees by FedEx under approved programs, such as the Bravo Zulu program, and must comply with the Policy on Company-Provided Gifts and Awards for Employees.

Related policies

• Code of Conduct
• Policy on Company-Provided Gifts and Awards for Employees
• Governmental Contacts and Lobbying Disclosure Compliance Policy
• Global Anti-Corruption Policy
• Your company’s Solicitation & Distribution Policy
• Your company’s Charitable Contribution Policy
  

Policy compliance

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 managers are responsible for enforcement and compliance with this Policy, including its communication to their team members. Anyone 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

If you know or suspect there is a violation of this Policy, speak up and report it to your manager, your company’s Legal or Human Resources Department, or the FedEx Alert Line.

Go to fedexalertline.com to report online or find the phone number that applies to your country or territory. In the U.S., the phone number is 1.866.42.FedEx (1.866.423.3339).

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.

Anyone who is found to have retaliated against a person who, in good faith, has reported a violation of this Policy or assisted in an investigation, will be subject to discipline, up to and including termination.

Policy custodian

Chief Compliance Officer

Adoption and update history

This Policy was adopted effective November 1, 2015.

This Policy was updated effective November 15, 2021.