Integrity Highlights - SNC-Lavalin

1 Integrity HighlightsCOMMITTED TO DOING BUSINESS THE RIGHT WAYDear colleagues, Our Integrity Program is a benchmark in our industry, and is an integral part of our daily work and decision-making process. We demand Integrity and professionalism of ourselves, just as others such as our shareholders and clients expect it of that end, we continue to formalize our best practices, solidify them and make them more observable. Our Integrity Program is there to help us act on our values. It is more than just a program it s a way of doing and compliance have become fundamental to our business and our decision-making process. In fact, we go beyond ensuring that our people are aware of and understand our policies and procedures. We expect every employee to put them into action, especially when a decision is to be , Integrity is about doing the right thing. It should be as natural as breathing you don t have to think about it: it s just the way you do business.

2 And that s what we all are striving for, because ethics and business success go hand in BrucePRESIDENT AND CHIEF EXECUTIVE OFFICERDr. Hentie DirkerCHIEF Integrity OFFICERCOMMITTED TO DOING BUSINESS THE RIGHT WAYVALUES THAT GUIDE US4We put safety at the heart of everything we do, to safeguard people, assets and the do the right thing, no matter what, and are accountable for our work together and embrace each other s unique contribution to deliver amazing results for redefine engineering by thinking boldly, proudly and values are the essence of our company s identity. They represent how we act, speak and behave together, and how we engage with our clients and THAT GUIDE USSNC-LAVALIN | Integrity Highlights 20195 INTRODUCTIONINTRODUCTIONA global team of dedicated professionalsOur ethics and compliance team encompasses highly experienced professionals who work in three areas: Corporate Integrity & Regulatory compliance function Dedicated sector, regional and functional Integrity officers compliance remediation and monitoring groupOur team s responsibilities include developing, implementing and maintaining a comprehensive Integrity Program that influences our company s activities and supports our sectors and regions.

3 Integrity officers ultimately report to the Chief Integrity Officer, ensuring true independence of the compliance function. The Chief Integrity Officer reports to the General Counsel, with a direct line to the Board of officers are appointed for each sector of activity and for each region in which SNC-Lavalin operates. Our employees are encouraged to ask questions about the interpretation or the application of compliance procedures directly to the Integrity officer responsible for a chosen sector or region. The close and trustful relationship between Integrity officers and employees is the bedrock of our program s Officer MontrealCLEAN POWERS ector Integrity Offi cerMontrealEDPMS ectorIntegrity Officer LondonINFRASTRUCTURES ector Integrity Offi cerMontrealMINING & METALLURGYS ector Integrity Offi cerTorontoNUCLEAR-Sector Integrity Offi cerMontrealOIL & GASS ector Integrity Offi cerAbu DhabiExecutive Vice-President and General CounselLegal AffairsCANADAR egional Integrity HeadMontrealUS & LATAMR egional Integrity HeadTorontoMIDDLE-EAST, AFRICA.

4 APACR egional Integrity HeadAbu DhabiUK/EUROPE Regional Integrity Head LondonSECTORSBUSINESS PARTNERSC hief Integrity OfficerCORPORATE FUNCTIONS Integrity AND TRADE COMPLIANCEOffi cerMontrealINTEGRITY PROGRAM OFFICEHeadMontrealREMEDIATION AND MONITORINGHeadMontreal IFI COOPERATION&MONITORSHIPHeadMontrealDATA PRIVACYHeadLondonDouble hatted roleHard line reportingOperational reportingCORPORATE FUNCTIONSB oardGovernanceand EthicsCommitteeSNC-LAVALIN | Integrity Highlights 20197 Our Integrity ProgramThree action elements define our Integrity Program: prevent, detect and respond. This comprehensive and integrated approach maintains our ethical health, supports our long-term success and preserves and promotes our an ethical culture prevents the likelihood of wrongdoing and compliance violations from occurringTone from the top and management responsibility We turn words into action, starting at the top. Tone from the Top involves clear and consistent messages from the top Leadership Team, engaging middle management in compliance communications.

5 This way, we also create the Tone in the Middle, which we believe is essential for our program s success. compliance messages are included in regular management meetings and events, with the clear message that everyone is responsible for ethics and of our managers must exemplify ethical behaviour and compliance with laws and internal policies. They are encouraged to promote a culture of compliance and Integrity , including a positive working environment in which people are treated with dignity and respect. Everyone expects our management to lead by both word and Code of Conduct and our governanceOur Code of Conduct is one of the many tools we ve created to strengthen our Integrity Program. The Code is a living document that we regularly update to reflect changes in laws, policies and best practices. It applies to each and every one of us at SNC-Lavalin from the members of the Board of Directors to the Leadership Team and managers, employees and in-house contractors.

6 We are all responsible for adhering to the are the voice of our company s values, and each one of them must read and understand our Code and its underlying policies and procedures as part of the terms and conditions of employment with SNC-Lavalin . They are also required to complete a yearly certification process on the Code. We make hundreds of decisions every day, and while most ethics -related decisions are made using good judgment, the right path is sometimes unclear. The Code offers guidance on the right thing to do when faced with those difficult situations. If the answer is still unclear after consulting the Code, employees must speak with their manager, Integrity Officer or Human Resources most current version of our Code is available in multiple languages on our website. Our governance documents also include policies and procedures, among which you can find our procedure on compliance and our procedure on Conflict of respect to our Code and our governance, SNC-Lavalin is committed to the highest standards of Integrity , and set forth the following guiding principles: SNC-Lavalin prohibits bribery and corruption in all its forms in all business dealings and relationships (including the public and private sectors), no matter where we operate.

7 It is strictly prohibited to use SNC-Lavalin s funds or other assets for any unlawful or improper purpose. SNC-Lavalin employees are expected to be vigilant in ensuring enforcement of this prohibition and the proper use of company assets. SNC-Lavalin employees are expected to comply in every respect with all applicable anti-corruption and anti-bribery legislation. Specific guidance is provided on the following topics: ReportingSNC-Lavalin employees have a duty to report any known or suspected, actual or potential violation of policies or procedures, applicable anti-corruption and anti-bribery legislation or any observed instances of misconduct, including pressure to compromise SNC-Lavalin s ethical does not tolerate retaliation against anyone who reports in good faith or raises genuine concerns in the best interests of the | Integrity Highlights 201911 Facilitation paymentsThe payment, authorization of payment, direct or indirect offer, or promise to pay any facilitation payments or grease payments by employees of SNC-Lavalin is strictly the unlikely event that an SNC-Lavalin employee would have no alternative but to provide a payment to protect against an imminent and serious threat to his or her health, safety or welfare.

8 The demanded payment would be considered an extortion payment and would therefore be permissible under these exceptional and competitionSince it is not possible to cover all the different requirement levels of the applicable antitrust laws and regulations, the highest levels of antitrust legal and ethical requirements are promoted and the types of conduct that antitrust and competition laws address are described to ensure employees good partnersGeneral principles and procedures need to be observed before entering into and over the duration of an agreement with any business partner. Please refer to our section on the compliance Procedure for contributionStrict guidelines are applied with respect to making political contributions. The use of SNC-Lavalin s funds, property, services or resources for or in aid of political parties or candidates for public office is do not retain the service of politicians for any business a result of the Atkins acquisition in 2017, employees in the United States of America (USA) may voluntarily contribute to the Atkins Political Action Committee (PAC) in the USA.

9 The Atkins PAC complies fully with all USA campaign finance law and with SNC-Lavalin s policies and procedures. The Atkins PAC is supported entirely by employee contributions; accordingly, the Atkins PAC does not use SNC-Lavalin funds, property, services or , sponsorships, employee involvement and corporate membershipsA Donations and Sponsorships Committee is responsible for the evaluation and the approval of requests for donations and sponsorships to ensure that the funding of the social and community investment is globally aligned in accordance with the philanthropic and business objectives of and hospitalityEmployees giving or receiving gifts and hospitality must respect principles and processes that are supported by helpful tools such as a web-based mobile friendly application to determine when giving or receiving is appropriate and permitted, especially when government officials are complianceSNC-Lavalin s operations must be fully compliant with Export Controls and Economic Sanctions laws and regulations.

10 Please refer to our International Trade Statement for details. Data privacySNC-Lavalin is committed to respecting individual privacy laws. We will ensure that the use of personal information is always explained transparently and is used only for the purpose for which it was collected or to meet legal obligations. Please refer to our section on our Data Privacy Notice for details. SNC-Lavalin | Integrity Highlights 201913 Conflict of interestThroughout the course of employees work with the company, conflicts of interest, whether actual, potential or perceived, must be avoided in the performance of their professional duties. Employees must ensure that they act in the best interests of the company and its stakeholders and not let other professional or personal interests influence our judgment and must complete a conflict of interest disclosure form when they first join SNC-Lavalin , then yearly except in the case where there is a change of situation that can be perceived as an actual, potential or perceived conflict of must be adhered to with respect to hiring current or former government officials or their immediate family record keepingAccurate, complete and reliable records are crucial to our business as they guide decision-making and strategic planning.