Anti-Corruption Compliance Policy & Manual - Teck

1 Anti-Corruption Compliance Policy & Manual March 2018 2 TABLE OF CONTENTS STATEMENT OF THE PRESIDENT & CEO .. 4 STATEMENT OF THE GENERAL COUNSEL .. 5 INTRODUCTION .. 6 TECK RESOURCES Anti-Corruption Policy .. 7 Anti-Corruption Policy .. 7 SANCTIONS .. 8 ADEQUATE RECORDS; ADEQUATE CONTROLS .. 9 Compliance AND TRAINING .. 9 What is the best way to get clarification on the Policy , ask a question, clear a transaction, or report a violation?.. 11 Who is the Compliance Coordinator and how can I contact him/her?

2 11 What is the role of the Compliance Coordinator? .. 11 Which Anti-Corruption Law do I follow? .. 11 What is a government official? .. 12 Are First Nations leaders considered governmental officials? .. 12 Does this Policy apply with regard to payments made to non-governmental officials? .. 13 What is a consultant, agent, or intermediary? .. 13 What payments violate the Policy ? .. 13 Are any payments allowed under the Policy ? .. 14 What procedures need to be taken to clear a payment or retain a third party agent under this Policy ?

3 18 How do we deal with third party agents? .. 19 If I do not make a payment, do I still need to be concerned with my interaction with government officials? .. 19 Are there any special concerns under this Policy with respect to joint ventures and other business combinations? .. 20 SUMMARY OF APPLICABLE LAWS .. 22 The corruption of Foreign Public Officials Act ( CFPOA ) (Canada) ( 1998, c. 34) .. 22 Foreign Corrupt Practices Act ( FCPA ) (United States) (15 78dd-1, et seq.) .. 25 Bribery Act 2010 ( Bribery Act ) (United Kingdom) (Bribery Act 2010 CHAPTER 23).

4 28 Other Anti-Corruption Laws .. 31 3 GIFT/ENTERTAINMENT GUIDELINES .. 32 INDIGENOUS PARTICIPATION FUNDING GUIDELINES .. 33 APPENDIX A - CONTACT INFORMATION .. 36 4 STATEMENT OF THE PRESIDENT & CEO Our Code of Ethics affirms Teck s commitment to uphold high moral and ethical principles and specifies the basic norms of behavior for those conducting business on its behalf. While Teck s business practices must be consistent with the business and social practices of the communities in which we operate, we believe honesty is the essential standard of integrity in any locale.

5 Thus, though local customs may vary, Teck s activities are to be based on honesty, integrity, respect, and Compliance with all applicable laws, including those laws which prohibit corruption . This Policy supplements the Code of Ethics and reinforces the Company s commitment that it will work against corruption in all its forms, including corrupt payments to government officials as well as commercial bribery such as kick-backs and bid rigging. Each Teck executive and manager, and all personnel with direct or indirect contact with governmental officials, is required to be fully familiar with this Manual and to adhere strictly to the practices it describes.

6 You are also required to advise the employees under your supervision of these requirements and to monitor their Compliance . This Manual also identifies practices which could potentially violate Anti-Corruption laws. However, it is not intended to equip you to act as your own legal counsel. Instead, it will help you recognize when you need to seek the advice of our Compliance Coordinator. The Board of Directors and I expect each of you to give these requirements your careful attention in carrying out your duties.

7 Don Lindsay President and Chief Executive Officer 5 STATEMENT OF THE GENERAL COUNSEL Teck s Policy is to comply with the letter and spirit of the Anti-Corruption laws of Canada and the United States as well as the comparable laws of the other countries in which we do business often called Anti-Corruption Laws. Although Anti-Corruption Laws may vary in their scope and severity, Teck s Policy is to comply with the strictest requirements. There is no exception to this Policy and it may not be compromised or qualified by anyone acting for or on behalf of Teck or any of its divisions or subsidiaries.

8 No claim of business exigency, increased sales or profits or business opportunity will excuse any violation of Teck s Anti-Corruption Policy . This statement applies regardless of the apparent reasonableness or justification for such arrangements on economic or other grounds. As a result each of us must be alert to activities which may give rise to corruption concerns including even the appearance of corruption . To this end, this Manual has been prepared to explain in more detail the Anti-Corruption Laws and their possible application to Teck.

9 This document is intended only as a guide. It is not a complete compilation of all Anti-Corruption Laws, but points out areas of conduct which must be avoided and alerts you to situations in which you should seek the assistance of the designated Compliance Coordinator. Whenever a situation arises where a payment or other item of value is requested by a governmental official, either directly or through an agent, those involved are expected to seek the advice and assistance of the Compliance Coordinator to avoid a possible violation of an Anti-Corruption Law.

10 The payment of a bribe to a governmental official, no matter how small, or some other form of inappropriate offering or conduct, can cause major losses to the Company and great embarrassment. The ultimate sanctions may be grossly disproportionate to whatever advantage was sought to be gained. Violations of Anti-Corruption Laws can result in criminal penalties for the Company and its directors, officers and employees, including imprisonment. If an individual is convicted of an Anti-Corruption Law violation, Teck cannot protect the person from any punishment that the Court may impose.