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Foreign Corrupt Practices Act and International Anti–Corruption Compliance Policy

Foreign Corrupt Practices Act and International Anti–Corruption Compliance Policy

APPLICABLE: All U.S. and International operating units of McCormick & Company, Incorporated.

I. INTRODUCTION

Purpose:

The purpose of this Policy is to help ensure compliance by McCormick & Company, Incorporated ("McCormick" or the "Company") and its directors, officers, employees, agents, consultants, and representatives with the United States Foreign Corrupt Practices Act ("FCPA") and related laws of other countries in which the Company conducts, or intends to conduct, business.

Compliance with Law:

Our Business Ethics Policy states that the Company's policy is to conduct its worldwide operations ethically and in compliance with all applicable laws of the United States and other countries in which it is operating, including prohibitions against bribery. The FCPA prohibits the bribery of foreign officials and also requires U.S. companies to maintain internal accounting controls and keep books and records that accurately reflect all transactions. The FCPA is interpreted very broadly and directly affects business relationships with foreign governments and government-owned companies in the many countries in which McCormick operates. McCormick will not authorize, involve itself in, or tolerate any business practice that does not comply with this Policy. Any such failure may result in discipline by the Company, including termination, as well as possible criminal and civil liability for the Company and the individuals involved.

Policy Scope:

McCormick expects its officers, directors, and employees, including those of any affiliate, subsidiary, or other entity controlled by the Company ("McCormick Personnel"), and all brokers, agents, consultants, representatives, distributors, and other third-party intermediaries with whom the Company transacts business and that are authorized to act on the Company's behalf ("Intermediaries"), to comply with this Policy and all applicable anti-corruption laws, including the FCPA. This Policy extends to all of the Company's domestic and foreign operations, including majority-owned affiliates and joint ventures. The Company will undertake in good faith to communicate this Policy to minority owned affiliates.

Related Policies & Procedures:

The Foreign Corrupt Practices Act & International Anti-Corruption Compliance Procedure ("FCPA Procedure") which is associated with this Policy describes the procedures designed to assist McCormick Personnel in complying with this Policy and the FCPA. This Policy and the associated FCPA Procedure are intended to supplement the Company's Business Ethics Policy and Procedure.

If You Have Questions: If you have any questions or concerns regarding this Policy, the FCPA Procedure, or any matter of compliance with the FCPA and/or applicable anti-corruption laws, please contact the Corporate Legal Department promptly.

II. REFERENCES:

McCormick Policies: Business Ethics (Legal Policy #2)

McCormick Procedures:

Business Ethics (Legal Procedure #2)

III. OTHER ISSUES RELATED TO THIS POLICY AND THE FCPA

Responsibilities of Employees Associated with Foreign Companies:

U.S. nationals and residents remain subject to the FCPA regardless of where they are employed or with whom they are working. McCormick Personnel who are associated with foreign companies, either through temporary assignment or secondment to, or by serving on the board of directors of, such a foreign company remain individually subject to the FCPA, even if the foreign company is not. If you are such an employee, follow the guidelines set forth in this Policy and the FCPA Procedure.

Penalties:

The FCPA imposes criminal liability on both individuals and corporations. Statutory criminal penalties for individuals include fines up to US$250,000 per violation or twice the financial gain from the improper payment, imprisonment for up to five years, or both. Individual officers, directors, and employees may be prosecuted even if the Company is not. Fines assessed against individuals may not be reimbursed by the Company. Statutory criminal penalties for companies include fines up to US$2,000,000 per violation or twice the financial gain from the improper payment.

The FCPA also allows civil penalties up to US$10,000 per violation against any firm that violates the anti-bribery provisions of the FCPA and against any officer, director, employee, or Intermediary that violates the anti-bribery provisions. Individuals who willfully violate the accounting provisions of the FCPA may be fined up to US$1,000,000, imprisoned up to ten years, or both. Alternatively, both individuals and companies violating the FCPA's accounting provisions may be subject to fines of up to twice the amount of any financial gain or loss resulting from the violation.

Company Disciplinary Action:

McCormick is committed to full compliance with all applicable laws, including the FCPA. Failure of any McCormick Personnel to comply with the Policy or the FCPA Procedure will result in disciplinary action, up to and including termination.

Reporting Concerns:

Any director, officer, or employee who suspects or becomes aware of any violation of this FCPA Policy or the FCPA Procedure, or who has any concerns about any past or proposed behavior by anyone at McCormick or any third party working with the Company, must contact the Corporate General Counsel (410-771-7830). Alternatively, the Chair of the Audit Committee (703-489-2966 or mgmontiel66@gmail.com), or the Company's confidential hotline (800-569-9651), may be contacted. This contact information can also be found in McCormick's Business Ethics Policy (Legal #2) and Business Ethics Procedure (Legal #6), located in the Policies and Procedures Library on the Company's Intranet, or on posters at your facility's employee postings area.

No Retaliation:

It is McCormick's policy to forbid retaliation of any kind against McCormick Personnel who report potential or actual ethics or legal violations in good faith, including those related to anti-corruption compliance. McCormick Personnel have the right and obligation to address ethical concerns in good faith without fear of punishment or harassment from co-workers, supervisors, or senior management. Commitment to compliance with our legal obligations and ethical standards is valued and respected.