CODE OF CONDUCT – HR-E3-B
Role Name Date
Prepared Human Resources, Legal 2016/2017
Approved The Board of Directors January 26, 2017
Effective January 26, 2017 – Last Review March, 2019
Electronic copies valid without signature.
Master files are stored electronically and are available to all individuals within the scope of this document. Printed copies are for reference only.
1 Purpose
To set forth the commitment of REV to conduct Company business in compliance with the laws of the United States and each
state or country where business is transacted, through a documented compliance program.
2 Scope
Applies to all employees of REV and all business units. In addition, any person or organization authorized to represent the
Company shall be required to comply with this policy and the Code of Conduct in the same manner and to the same standards
as Employees.
3 Summary
Our Compliance Program is designed to be consistent with the provisions of the Organizational Sentencing Guidelines under
the federal law and incorporates all 7 elements of the Guidelines.
4 Policy
The Code of Conduct, as presented below, specifies the high standard of business conduct and integrity that is required from
each employee. All employees must have full knowledge of the policies and standards of conduct that they are expected to
comply with. Training will be provided to educate employees on specific policies and laws. In addition, compliance will be
periodically monitored and/or audited. All compliance assessments, audits, spot checks, and other monitoring methods will be
documented and maintained in files.
An additional method for assessing and monitoring compliance is the Compliance Hotline. The purpose of this hotline and
associated policy is to provide an additional means for employees to report misconduct and observed or suspected violations of
standards and policies without fear of retribution. We encourage employees to report violations through appropriate corporate
channels confidentially and to use the Compliance Hotline when anonymity is required. Refer to Compliance
Hotline/Whistleblower Policy (LG-I1). An anonymous report should provide enough information about the incident or situation to
allow the Company to investigate properly. If concerns or complaints require confidentiality, including keeping an identity
anonymous, the Company will endeavor to protect this confidentiality, subject to applicable law, regulation or legal proceedings.
As the front line, any concern or questions involving any business conduct or ethics matter should be directed to the employee's
immediate supervisor, or the Chief Human Resources Officer.
Code of Conduct
Our Company
A Respectful Workplace
Equal Employment Opportunity, Discrimination, and Harassment. We strive to be a company where the best people want to
work, where people are hired and advanced on their merits, and where opportunities to develop are widely available. We are
fully committed to equal employment opportunity and compliance with the letter and spirit of the full range of laws regarding fair
employment practices and nondiscrimination. The Company shall select, place, promote, and compensate all employees on the
basis of job-related qualifications without regard to non-job characteristics including but not limited to age, race, color, creed,
sex, sexual orientation, religion, marital status, national origin, ancestry, citizenship status, and physical or mental disability. We
will take affirmative action to ensure the meeting of these obligations. For more information, please refer to our Equal
Employment Opportunity/Affirmative Action policy (HR-E1). Moreover, we strictly prohibit all forms of discrimination, harassment
or intimidation that are unlawful or otherwise violate our policies, whether committed by or against a manager, co-worker,
supplier, or visitor. If you believe that you are being subjected to discrimination or harassment, or if you observe or receive a
complaint regarding such behavior, you should report it to your manager, Human Resources representative, or the Hotline
telephone number found in our Harassment and Complaint Procedures Policy (HR-E2).
A Safe Workplace
Drug-Free Workplace. REV is concerned about the adverse effects of alcohol and drug abuse on the well-being of its employees.
It is REV’s policy to maintain a work environment that fosters the health and safety of its employees and protects the integrity of
its business practices. Misusing controlled substances or selling, manufacturing, distributing, possessing, using or being under
the influence of illegal drugs or alcohol, is prohibited in the workplace or while performing work-related duties. For more
information, please refer to our Alcohol and Drug Testing Policy (HR-E31).
Environment, Health, and Safety
Environmental Protection. The Company will comply with all applicable local, state and federal laws relating to the protection of
the environment in the conduct of our business. Hazardous materials must be used and stored properly to ensure that contact
with the environment is minimized and limited to accepted practices. Employees must report all circumstances under which
hazardous materials and wastes are improperly handled or where potential violations may exist. For more information, please
refer to the Workplace Safety & Health policy (EHS-C1).
Protecting REV’s Confidential Information
Safeguarding Proprietary and Confidential Information. While working for REV and after you cease your employment, you have
an obligation to safeguard proprietary and confidential information that you obtain or create in connection with your activities for
REV, regardless of its form. Your obligation to safeguard such information includes, but is not limited to, protecting it from misuse,
using information only to the extent necessary to perform your assigned job duties and not using such information or permitting
such information to be used for unauthorized purposes. Confidential information includes all non-public information that might
be of use to competitors, or harmful to the company or its customers, if disclosed. For more information on your obligations,
please refer to the Confidential or Proprietary Information policy (GMA-A8).
Conflicts of Interest
Conflicts of Interest. We, at REV, are expected to act in accordance with the highest standards of personal and professional
integrity and to comply with all applicable laws, regulations, and REV policies and procedures. We must never compromise that
integrity, either for personal benefit or REV’s benefit. REV recognizes and respects the individual employee’s right to engage in
activities outside of his or her employment which are private in nature and do not conflict with or reflect poorly on the Company.
However, employees must refrain from taking part in, or exerting influence in, any transaction in which their own interests may
conflict with the best interest of the Company. A "conflict of interest" occurs when an individual's private interest interferes in any
way - or even appears to interfere - with the interests of the corporation as a whole. A conflict situation can arise when an
employee, officer or director takes actions or has interests that may make it difficult to perform his or her company work
objectively and effectively. Conflicts of interest also arise when an employee, officer or director, or a member of his or her family,
receives improper personal benefits as a result of his or her position in the company. Loans to, or guarantees of obligations of,
such persons are of special concern. For more information, please refer to the Conflicts of Interest policy (GMA-A5).
Accepting Gifts and Entertainment. In general, you may not accept gifts or the conveyance of anything of value (including
entertainment) in excess of $100.00 from current or prospective suppliers or distributors, be they individuals or business
organizations. You may never accept a gift under circumstances in which it could appear to others that your business judgment
may be compromised. Gifts or entertainment in any form that would likely result in a feeling or expectation of personal obligation
should not be extended or accepted. Similarly, you may not allow a close family member to accept gifts, services, loans, or
preferential treatment from anyone in exchange for past, current, or future business with REV. For more information on accepting
gifts and entertainment, please refer to the Gifts and Entertainment policy (GMA-A7).
Political Interest and Contributions. Federal law prohibits companies that perform certain types of government contracts from
using Company funds, services, equipment, or material for political purposes in federal elections. In no event shall the Company
or any employee, on behalf of the Company, make any illegal contribution or use any Company resources in support of political
parties or candidates. The Company will not reimburse employees for any political contributions.
Fair Dealing. Each employee, officer and director of the Company should endeavor to deal fairly with customers, suppliers,
competitors, the public and one another at all times and in accordance with ethical business practices. No one should take
unfair advantage of anyone or seek an unfair business advantage through the use of gratuities or honoraria or any other unfair
dealing practice. The providing or accepting of gratuities under circumstances which may even infer that favorable treatment is
being sought, induced, or rewarded is not acceptable conduct by any Company employee or agent. The Company specifically
prohibits the offering, giving or receiving of any bribes, kickbacks, or other illegal inducements. Under many circumstances,
these are criminal acts and can result in prosecution of the involved employee(s) and the Company. For more information, please
refer to policies on Gifts and Entertainment (GMA-A7) and Anti-Corruption (LG-I5). This is particularly true when involved in
foreign transactions. Except in certain limited circumstances, the Foreign Corrupt Practices Act prohibits giving anything of value
directly or indirectly to any “foreign official” for the purpose of obtaining or retaining business. Please refer to the Foreign Corrupt
Practices Act policy (LG-I2).
Corporate Opportunities. Employees, officers and directors are prohibited from taking for themselves business opportunities that
are discovered through the use of corporate property, information or position. No employee, officer or director may use corporate
property, information or position for personal gain, and no employee, officer or director may compete with the Company.
Competing with the Company may involve engaging in the same line of business as the Company, or any situation where the
employee, officer or director takes away from the Company opportunities for sales or purchases of products, services or interests.
Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so
arises.
Company Assets
Protecting Company assets against loss, theft or other misuse is the responsibility of every employee, officer and director. Loss,
theft and misuse of Company assets directly impact our profitability. Any suspected loss, misuse or theft should be reported to
a manager/supervisor or the Legal Department. The sole purpose of the Company’s equipment, vehicles, supplies and
technology is the conduct of our business. They may only be used for Company business consistent with Company guidelines.
Social Media
The use of social media presents certain risks and carries certain responsibilities. It’s important for employees to remember that
any conduct that adversely affects the employee’s job performance, the performance of colleagues or others who work on behalf
of REV could affect their employment. When using social media, whether for personal or permitted business reasons and
whether during or outside of work, you must never act as an unauthorized spokesperson for REV, participate in discussions
about REV in any way (e.g. communicating though on-line chat rooms), never discuss or disclose confidential financial
information or other non-public proprietary company information, and remember that REV’s workplace values and standards
apply to your online activities, including refraining from harassment or retaliatory actions of any kind. For more information,
please refer to the Social Media policy (IT-B2).
Accurate Accounting Records and Public Disclosures
The Company requires full compliance with the applicable laws and regulations which require us to maintain books and records
which, in reasonable detail, accurately and fairly reflect business transactions and the disposition of assets. The Company has
a responsibility to provide full and accurate information in its public disclosures, in all material respects, about the Company’s
financial condition and results of operations. The Company will maintain a system of internal controls sufficient to provide
reasonable assurance that transactions are executed and recorded in accordance with standard accounting principles. Refer to
various policies in the accounting policy section. The Company’s reports and documents filed with or submitted to the Securities
and Exchange Commission and our other public communications shall include full, fair, accurate, timely and understandable
disclosure.
Our Industry
Anti-Corruption and Anti-Bribery. All REV businesses and employees are subject to the anti-bribery laws of the countries in
which they operated as well as the U.S. Foreign Corrupt Practices Act (“FCPA”). REV has developed policies, procedures, and
internal controls for complying with anti-bribery and corruption laws, and prohibits any improper promise, offer, or the provision
of anything of value to government officials, or to any other person for the purpose of obtaining or retaining business or
influencing official action. For more information, please refer to the Anti-Corruption policy (LG-02).
Insider Trading. The Company and all officers, and employees will comply with the federal security laws, particularly those which
prohibit the use of material inside information that is not disclosed to the general public. Material inside information must be held
in strict confidence. It is a violation of federal law to engage in a buy or sell transaction before the information is disclosed to the
public. It is also illegal to “tip” or pass on inside information by trading in securities or passing such information on further, even
if you do not receive any monetary benefit from the tippee. For more information, please refer to the Insider Trading policy (LG-
I3).
Related Person Transactions. Related Person Transactions can present potential or actual conflicts of interest and create the
appearance that REV’s decisions are based on considerations other than the best interest of REV and its stockholders. A
“Related Person Transaction” is any transaction that is reportable by the Company under paragraph (a) of Item 404 of Regulation
S-K (i.e., a transaction in which the Company is or will be a participant, the amount involved exceeds $120,000 and any Related
Person has or will have a direct or indirect material interest). For more information on who qualifies as a “related person” and
the approval procedures in place, please refer to the Related Party Transactions policy (LG-I5).
Antitrust. Situations that create the potential for unlawful anti-competitive conduct should be avoided. These include, for example,
proposals from competitors to share price information or other competitive marketing information, terms or conditions of sale, or
allocations of products, business markets, customers, or territories. If a competitor tries to discuss subjects with you that raise
concerns about anti-competitive conduct, you should refuse to do so and ask the person to stop immediately. Employees shall
not discuss, correspond, or enter into any understanding or agreement with any competitor regarding prices, terms or conditions
of sale, distribution, production, territories, or customers with respect to the competition between REV and the competitor. For
more information on which actions violate this policy, please refer to the Competitor Relations policy (GMA-A6).
Export Compliance. REV employees are required to comply with the Unites States export control laws and regulations. No
transactions are to be conducted by or on behalf of REV contrary to such laws and regulations, including anti-boycott laws and
regulations, the Export Administration Regulations and the International Traffic in Arms Regulations. Neither sales nor shipments
are to be made to any individual appearing on any of the Denied Parties lists. Export compliance is a daily exercise and
noncompliance is very costly. For more information, please refer to our Export Compliance policy (LG-I6).
Waivers and Amendments
Any waiver of the provisions in this Code for executive officers or directors may only be granted by the Board of Directors and
will be disclosed to the Company’s shareholders within four business days. Any waiver of this Code for other employees may
only be granted by the Legal Department. Amendments to this Code must be approved by the Nominating and Governance
Committee Board of Directors and, to the extent required, amendments of the provisions in this Code will also be promptly
disclosed to the Company’s shareholders.
Corrective Action
Our Compliance Program will be enforced and all employees, directors and officers are expected to comply with all of the
provisions of this Code of Conduct. When violations to our Code of Conduct or other Company policies are detected or reported,
a thorough investigation will be conducted and dealt with immediately, including by subjecting persons who violate its provisions
to corrective and/or disciplinary action such as dismissal or removal from office. If evidence of a violation is confirmed, sanctions
which are appropriate and consistent with Company policy will be imposed. Disciplinary action, depending on the nature and
seriousness of the offense, may vary from a warning to termination.
Under certain circumstances, disciplinary measures may be necessary beyond those involving the individual employee who is
guilty of misconduct. Appropriate disciplinary action will be taken against a supervisor that has negligently failed to adequately
supervise the employee. Depending upon the facts surrounding the case, such discipline may include requiring the supervisor
to reeducate himself or herself on the Company’s compliance policies, suspension, demotion, or dismissal.
If an employee’s misconduct might expose the corporation to legal liability, corporate legal counsel will be notified and a
documented report will be filed in the employee’s personnel file. Termination and referral to appropriate law enforcement
authorities will generally be the response to illegal activity.
Situations which may involve a violation of ethics, laws, rules, regulations or this Code may not always be clear and may require
the exercise of judgment or the making of difficult decisions. Employees, officers and directors should promptly report any
concerns about a violation of ethics, laws, rules, regulations or this Code to their supervisors/managers or the Legal Department
or, in the case of accounting, internal accounting controls or auditing matters, the Audit Committee of the Board of Directors.
Interested parties may also communicate directly with the Company’s non-management directors through contact information
located in the Company’s annual report on Form 10-K.
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We at REV aspire to the highest standards of ethical and professional conduct, working to earn and maintain trust every day.
Through our decisions and actions, we demonstrate our commitment to this Code of Conduct, which highlights the key policies
you need to follow. It is important that you understand that there will be no retaliation or harassment of any employee
reporting a possible violation. As a member of the REV community, you are responsible for putting this Code of Conduct into
practice.
5 Other
Upon presentation of this Policy, all employees receiving the Policy for the first time, or when receiving material
changes to the Policy will sign and return an acknowledgement substantially in the form below:
“CODE OF CONDUCT ACKNOWLEDGEMENT
I hereby acknowledge receiving a copy of the Code of Conduct.
I agree to read the Code of Conduct and will discuss any part of it that I don’t understand with my supervisor or the
Human Resources Department.
_________________________
Employee Signature
_________________________
Printed Name
_________________________
Date”
