SitusAMC Vendor Code of Conduct

INTRODUCTION 

OUR MISSION 

At SitusAMC, our mission is to transform the real estate finance industry by providing comprehensive, sustainable solutions that drive operational efficiency and enhance market agility for our clients, focusing on powerful opportunities through innovative service offerings and expertise.  Aligning to this mission ensures that we conduct ourselves with the utmost integrity as we deliver high value products and services while following all applicable laws, regulations and standards of business conduct.  In everything we do, we avoid all appearance of impropriety as this is what our clients expect, and we are committed to meeting those expectations.  We, in turn, hold our third parties to the highest standards of ethical conduct. 

WHY WE HAVE A VENDOR CODE OF CONDUCT 

SitusAMC seeks to conduct business with reputable vendors, consultants, agents, contractors, temporary workers and other third parties (together, “Vendors”) who are committed to the same high ethical standards to which we are committed.   All Vendors and their employees or representatives with whom SitusAMC does business are expected to follow this Vendor Code of Conduct (“Code”) and must implement systems and controls to ensure compliance with applicable laws and regulations and the principles set out in this Code.  This includes policies, training monitoring and auditing mechanisms designed to provide ongoing improvement and assurance of its effectiveness.  SitusAMC reserves the right to require that Vendors provide a certification of its compliance to this Code.   

Nothing in this Code shall be construed as creating an employment relationship between SitusAMC and Vendors.  In addition, nothing in this Code is meant to supersede any specific provision in a particular contract between SitusAMC and Vendor.  This Code contains general requirements applicable to all Vendors.  Specific Vendor contracts may contain more specific provisions addressing some of the same topics.  If there is inconsistency between this Code and any other provision of a particular contract, the provisions of the contract have precedence as to the specific inconsistency.  As a general matter, SitusAMC expects our Vendors to comply with the specific provisions of this Code.  

FUNDAMENTAL EXPECATIONS 

The highest standard of integrity is always expected from Vendors in their interactions with on or behalf of SitusAMC.  Vendors must act responsibly in all aspects and ensure that no abusive, exploitative, or illegal conditions exist, either in their own operations or in their respective Vendor’s operations.   Vendors are responsible for educating and training their employees and subcontractors and ensuring that subcontractors are compliant with the provisions of this Code and applicable law.  SitusAMC reserves the right to monitor, review and verify compliance with this Code and may take action up to and including terminating its business relationship with any Vendor who fails to comply with this Code. 

REPORTING CONCERNS 

Vendors are expected to report any actual or suspected violations of this Code, or any applicable law, rule, regulation or policy in connection with work performed for or services provided to SitusAMC.  SitusAMC prohibits retaliation against anyone who makes a report in good faith about an actual or potential violation of this Code, policy or any applicable law, rule or regulation. Vendors can report concerns to compliancegov@situsamc.com or to their internal SitusAMC contact. Reports may be submitted confidentially, and where permitted by law, may be submitted anonymously. Vendors are expected to provide their employees and subcontractors with access to an internal channel for raising issues or concerns confidentially and anonymously (where permitted by law) without the fear of retaliation.  Vendors are also expected to prohibit retaliation against a person who has made a report in good faith. 

AUDITS AND INSPECTIONS 

SitusAMC reserves the right at any time to review a Vendor’s adherence to this Code and to investigate any complaints or violation of this Code.  Failure of a Vendor to cooperate with SitusAMC regarding audits and inspections will have consequences up to and including termination of our relationship with such Vendor. 

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

Vendors are required to fully comply with all laws, rules and regulations applicable to their countries of operation and countries where SitusAMC operates.

GLOBAL REACH WITH LOCAL IMPACT 

FOSTERING BELONGING 

SitusAMC strongly encourages our Vendors to adhere to the requirements of this Code and promote ethical behavior in all their operations and engagements.  Our Vendors are encouraged to foster an inclusive culture where every employee feels they belong and be and do their best.  To the extent practical, we also encourage Vendors to help their employees align to the unique needs of the communities in which we operate. 

NON-DISCRIMINATION AND HARASSMENT 

Vendors are expected to comply with all applicable laws concerning equal employment opportunity and prevent discrimination in hiring and employment practices.  This includes fostering a workplace that is free from discrimination, harassment, and prohibiting conduct regarding an individual’s protected characteristics, including but not limited to race, color, sex, sexual orientation, age, religion, national origin, disability or veteran status.  Vendors are encouraged to reinforce their commitment to nondiscrimination and harassment by: 

• Ensuring employment practices are fair, and that everyone has an opportunity to obtain or develop their careers based on merit; and 

• Maintaining the principles of equal employment and opportunities and adherence to the laws relating to non-discrimination and fair employment practices. 

NON-RETALIATION 

SitusAMC is committed to fostering a culture of compliance and ethical behavior; therefore, it promotes an environment where Vendors feel comfortable speaking up.  Vendors and their employees should be able to report concerns without the fear of retaliation from SitusAMC.  If a vendor’s employee believes, suspects or has knowledge of behavior that is inconsistent with this Code they are required to speak up.  Remaining silent about possible misconduct may worsen a situation and decrease trust in SitusAMC’s ability to address concerns or in some cases, negatively impact client trust. 

SitusAMC does not tolerate retaliation against any Vendor’s employee or subcontractor who, in good faith, brings a complaint or report of suspected inappropriate conduct to its attention.  SitusAMC also prohibits a Vendor from retaliating against anyone who reports concerns in good faith. 

WORKPLACE HEALTH, SAFETY AND SECURITY 

Vendors are expected to comply with applicable health and safety laws, regulations, standards, as well as SitusAMC health, safety and security policies and procedures. 

COMPENSATION, WORKING HOURS AND CONDITIONS 

Vendors are expected to receive compensation in compliance with all applicable wage laws, including those relating to minimum wages, overtime hours and legally mandated benefits.  Vendor’s employees should be able to earn fair wages, as determined by applicable law.  All wages and benefits should be paid in a regular, timely manner.  Vendors should also provide adequate working conditions in compliance with health and safety laws, regulations, standards, codes, policies, and procedures.  

HUMAN RIGHTS IN THE WORKPLACE 

Vendors are expected to maintain and promote fundamental human rights. Vendor’s workforce should not be forced to, bonded or indentured, or subjected to involuntary labor.   Vendors are expected to adhere to the minimum employment age limit defined by national law or regulation of their and SitusAMC’s country of operation.  Vendors should ensure that their workforce meets the minimum age requirement as set by local law.  In no instance shall a Vendor engage in child labor.  To ensure compliance, Vendors must create and maintain official and verifiable documentation of the ages of its workforce. 

POLITICAL ACTIVITIES AND LOBBYING 

Vendors are prohibited from making any political contributions of any form, or lobby government entities or officials on behalf of SitusAMC without express written preapproval from SitusAMC.   

SUSTAINABILITY 

SitusAMC guides our approach to sustainability and how we seek to meet our client’s evolving expectations.   As part of this stewardship, SitusAMC believes that taking care of our clients and employees also means taking care of the communities where we work and live.  This includes conservation and helping our communities be more environmentally friendly.  SitusAMC is also committed to operational excellence, which includes wisely using and conserving our shared natural resources while pursuing efficient and environmentally friendly operations.  

ENVIRONMENTAL RESPONSIBILITY FOR VENDORS 

SitusAMC requests that our Vendors join us in our commitment to stewardship, including compliance with all applicable environmental laws, regulations, policies, procedures and industry requirements.  Vendors are expected to manage their operations as good stewards of our shared communities, while avoiding, minimizing and mitigating negative impacts to the environment and/or community when possible.   Vendors are also encouraged to implement systems designed to reduce emissions, increase energy efficiency, reduce water consumption and increase waste diversion from landfills. 

BUSINESS CONTINUITY 

Vendors are expected to manage business continuity risks and assure the availability of their products and services during an unexpected event.  Vendors should have disaster recovery plans in place to ensure that they can continue to meet their obligations to SitusAMC with minimal disruption in the event of an emergency or impact to operations.  

ETHICAL BUSINESS PRACTICES 

CONFLICTS OF INTEREST 

Vendors are expected to avoid both actual and potential conflicts of interest.  This includes circumstances in which their personal interests influence, or appear to influence, their ability to act in the best interest of SitusAMC and its clients. Vendors must not develop any relationship with a SitusAMC executive or employee, whether financial or otherwise, which might conflict, or appear to conflict, with such person’s obligation to act in the best interest of SitusAMC.  We expect our Vendors to disclose in writing any actual or potential conflicts between their personal, professional or commercial interests and the interests of SitusAMC or its clients prior to initiating any relationship with SitusAMC, or as soon as becoming aware of such conflict.    

GIFTS AND ENTERTAINMENT 

In any business relationship, Vendors are expected to ensure that the offering, giving or accepting of all gifts, entertainment or anything of value is permitted by law and regulation; does not violate the rules and standards of the recipient’s organization; is consistent with reasonable marketplace customs; has a valid business purpose; and will not adversely impact SitusAMC’s reputation.  Vendors are expected to use good judgement and discretion to avoid even the appearance of impropriety or obligation. 

SitusAMC employees are not allowed to accept either (1) lavish, frequent or extravagant gifts or entertainment or (2) gifts or entertainment that could be considered or perceived to be quid quo pro for past, pending or anticipated business.   SitusAMC employees are also generally required to receive written approval in order to accept gifts from a single source valued at more than $100 USD per instance. Furthermore, gifts received by SitusAMC employees may not be in the form of cash, cash equivalents or gift cards.  

Certain SitusAMC employees may not accept gifts or any other form of consideration from an individual or entity doing business or seeking to do business with SitusAMC.   In addition, SitusAMC’s Vendors must never offer an incentive to SitusAMC’s employee family or friends to obtain, retain or influence SitusAMC business.  SitusAMC employees may not accept gifts or entertainment from Vendors that are in active contract negotiations with SitusAMC or if the employee is responsible for evaluating Vendor’s performance.  Vendors must never offer gifts, favors or entertainment to SitusAMC employees that would violate this Code.  

CONFIDENTIAL INFORMATION 

Vendors must take extreme care in the appropriate use and protection of all sensitive information, including confidential, proprietary and personal information of SitusAMC, its regulators, employees and clients in accordance with applicable laws, prevailing industry practices and contract terms, and prevent its disclosure, theft, damage, unauthorized or inappropriate use.  All Vendors must notify SitusAMC in writing immediately upon becoming aware of a real or potential breach of their systems used to process SitusAMC data or a real breach or misuse of SitusAMC client, employee or proprietary data. 

INTELLECTUAL PROPERTY RIGHTS 

Vendors may not use SitusAMC’s name, logo and other brand assets without the prior written consent of SitusAMC.   Vendors must respect SitusAMC’s intellectual property rights including processes, information, technology and client information.  Vendors are required to take all reasonable steps and necessary precautions to protect SitusAMC’s intellectual property rights.   

FAIR COMPETITION AND ANTITRUST 

Vendors are a very important part of our business.   We expect them to provide us with the best service, deliver the best products and materials and provide us with the best value.  We treat our Vendors fairly by using a transparent procurement process and maintaining integrity with their information.  We do not abuse our relationship with our Vendors to gain an undue advantage.  Our procurement practices encourage, and do not restrain fair trade.  Vendors are expected to conduct their business in accordance with all applicable antitrust and anti-competition laws and regulations.  Vendors must protect competitively sensitive or confidential information.  All Vendors are expected to refrain from all forms of illegal or improper activity, including misrepresentation, extortion, embezzlement or insider trading. 

ANTI-BRIBERY AND CORRUPTION 

SitusAMC has a zero-tolerance policy for bribery or corruption.  Vendors must perform their activities related to SitusAMC’s business and operations in compliance with all applicable federal and state anti-bribery and anti-corruption laws. 

Under no circumstances may a Vendor, or any of its employees, agents or representatives offer, accept, pay, promise to pay, authorize, transfer, solicit or arrange for the payment of anything of value (including but not limited to gifts, entertainment, lodging, travel, charitable or political contributions and employment offers), to or from any person, including a government official, on behalf of themselves or SitusAMC, whether directly or indirectly, to obtain, to retain business or to improperly influence a business decision.  

Vendors must never encourage, allow, or even appear to encourage or allow others to engage in any form of bribery on behalf of themselves or SitusAMC.  This prohibition includes small payments, often known as facilitation payments, intended to expedite or secure the performance of an action. 

Vendors must also have in place adequate policies and procedures designed to effectively prevent bribery and corruption, and must notify SitusAMC of any alleged potential, suspected or actual breach of the law or this Code. 

INTERNAL AND EXTERNAL FRAUD 

SitusAMC has no tolerance for fraud committed by any external party.  Strong internal and external fraud risk management governance and oversight is critical to controlling SitusAMC’s exposure to fraud.  SitusAMC upholds the highest standard of ethics and professional conduct and ensures that all business dealings and individual employee conduct reflects adequate judgement, common sense, and is consistent with SitusAMC’s values.    

Vendors and their employees at all levels are responsible for reporting concerns, suspicious activity or instances of fraud. 

CONCLUSION 

At SitusAMC, we are committed to conducting business with integrity, respect and responsibility.   As a critical component of our business, we appreciate Vendors commitment and continue to expect you to uphold the highest ethical, environmental, and social standards outlined in this Code.   Compliance with these principles is essential to maintaining a strong a sustainable and sustainable partnership.   By working together, we can foster a responsible and ethical supply chain that benefits our businesses, communities and the environment.