Third-Party Code of Conduct

Conflicts of Interest

A conflict of interest means any situation in which the personal or business interests of the third-party may conflict, or be perceived to conflict, with those of CIBC Mellon.
Third Parties must avoid any situation of conflict of interest, whether real, apparent or potential. As such, their interests must not be likely to influence their professional judgment, giving them an unfair advantage or harming their ability to objectively exercise their functions within CIBC Mellon. They must also not risk having a negative impact on the reputation of CIBC Mellon.
Any conflict of interest or situation likely to create a conflict of interest must be declared to CIBC Mellon immediately.

Anti-bribery, Anti-corruption and Sanctions Screening

Third Parties must not be involved in bribery, kickbacks, corrupt business practices or other financial crimes. Under no circumstances are they authorized to carry out activities that run counter to anti‑corruption, fraud, illicit transactions or money laundering, such as accepting, concealing or transferring funds from criminal activities. This includes the prohibition of activities related to terrorist financing.
Third Parties must agree to provide appropriate details about their organization, including its directors, shareholders, beneficial owners, and persons with significant control to allow CIBC Mellon to conduct required regulatory activities related to Foreign Interference and Sanctions screenings on a regular basis, as defined by CIBC Mellon and to cooperate in a timely manner when additional information is requested.

Gifts and Entertainment

The nature of any gifts or entertainment must not, by their quality, quantity or timing, be used by third parties to gain improper advantage or preferential treatment from CIBC Mellon employees. The CIBC Mellon Code of Conduct has prescribed limits in place that our employees must adhere to, including a $100 gift limit. Third parties are to inform their employees of the requirements and comply with these limits, as well as maintain appropriate records of exchanges of gifts and/or entertainment with our employees. For greater clarity, the exchange of cash, cash equivalents, bonds or negotiable securities is prohibited. No gifts or entertainment are permitted during a CIBC Mellon Request for Proposal process.

Outsourcing and Subcontracting

Third Parties must obtain the prior written consent of CIBC Mellon to subcontract services or outsource activities that directly impact the delivery of goods and services to CIBC Mellon.
In addition, third parties must monitor outsourcing and subcontracting arrangements to ensure they comply with the third-party's contractual obligations and with the Code, and provide evidence of such monitoring upon request. Third Parties are responsible for any subcontracted service or outsourced activity irrespective of CIBC Mellon's approval thereof.

Taxation

Third Parties must comply with any applicable obligations and must not participate in any way in tax evasion in any jurisdiction.

Undue Influence, Foreign Interference and Malicious Activity

Third Parties must protect against malicious or unintentional external or internal threats to real property, infrastructure, and personnel (physical threats), and technology assets (electronic threats). Such threats may arise from human error or be the unintended consequences of otherwise benign activity. They may also result from undue influence, foreign interference, or other malicious activity. Measures should be put in place for the prompt detection of threats and their careful investigation, ensuring, among other things, appropriate limits on access to information, confidentiality, and the independence and integrity of the investigation. Any threat that impacts services provided to CIBC Mellon must be reported promptly.

Confidentiality

All nonpublic CIBC Mellon financial and non-financial information such as customer information, business plans, marketing strategies, methods of doing business, pricing information, analytical models or methods, computer software, source code, databases, inventions, employee/worker information and ideas, inventions, and works of authorship are deemed to be confidential and proprietary to CIBC Mellon and may include trade secrets and other confidential information protected by law. Third parties with access to such information have a duty to protect such information and must not disclose it to anyone outside of CIBC Mellon except as required by law, nor to others inside of CIBC Mellon who do not need the information to perform their business functions. We expect our third parties to comply with our information security requirements as disclosed to them from time to time.
As applicable, third parties will be required to execute a non-disclosure agreement when being considered for business with CIBC Mellon. Nothing in the Code of Conduct prohibits a third-party from lawfully communicating with governmental agencies about possible legal violations without notice to CIBC Mellon. CIBC Mellon nonetheless asserts and does not waive its attorney-client privilege over any information appropriately protected by the privilege.

Third parties must comply with all applicable privacy and data protection laws and regulations with respect to any personal information they collect, use or disclose in connection with their relationship with us. For services that include personal information, third parties must have a privacy program that at a minimum includes a person responsible for privacy, policies and procedures, control monitoring, issue management, training, and complaint handling procedures.

Communication about CIBC Mellon and Use of Name

Third Parties may not use CIBC Mellon's or any CIBC Mellon affiliates' names or marks in any advertising, promotional material, press releases, client lists or similar materials, or in any form of digital or social networking channel without first obtaining written consent. Third Parties and staff may not post, share, or like anything on social media that could be viewed as a violation of the Code.

Human rights and labour law

Without limiting the obligation of third parties to respect labour and human rights in accordance with applicable laws and regulations, CIBC Mellon expects its third parties to respect the United Nations' Universal Declaration of Human Rights, the International Covenant on Civil and Political Rights and the International Covenant on Economic, Social and Cultural Rights, as well as the International Labour Organization Declaration on Fundamental Principles and Rights at Work.

Working conditions

Third Parties must take all reasonable precautions to ensure a safe and healthy working environment for their employees, while providing protection against harassment, abuse, discrimination and violence in the workplace. Without limiting the generality of the foregoing, they must comply with applicable wage laws, labour laws, regulations governing employee compensation, minimum age of employment and hours of work, and health and safety guidelines.

Child labour, forced labour and modern slavery

CIBC Mellon does not practice, support nor tolerate the use of child labour, forced labour or any other form of modern slavery at any level of its supply chain, regardless of where it takes place. For the purposes of the Code, the concepts of forced labour and child labour are defined in the Fighting Against Forced Labour and Child Labour in Supply Chains Act. CIBC Mellon expects its third parties to comply with this Act and all other laws and regulations in force concerning child labour, forced labour or modern slavery.
Third Parties are not permitted to engage in the practice of child labour, forced labour or any other form of modern slavery, and must have a zero-tolerance policy in this regard for all their establishments, business activities and supply chains. Third Parties must confirm and demonstrate that their supply chains are free from child labour, forced labour or any other form of modern slavery, and may be asked by CIBC Mellon to report on this on a regular basis. In addition, third parties must be able to provide evidence of their policies and due diligence processes in place to prevent the use of child labour, forced labour or any other form of modern slavery in their supply chains, as well as the measures taken to address the loss of income for the most vulnerable families resulting from the prohibition of the use of child labour, forced labour or any other form of modern slavery.

Diversity, Equity and Inclusion

Third Parties are encouraged to promote diversity, equity and inclusion in their operations. We require our third parties to respect the dignity and diversity of all people regardless of their race, gender, age, sexual orientation, colour, ethnicity, religion, marital status, religious beliefs, physical characteristics or other personal characteristics protected by applicable laws. Third Parties must not engage in discriminatory practices in hiring and pre-employment processes, including but not limited to job offers, application forms and interviews. Third Parties must provide services to CIBC Mellon in an accessible format upon reasonable request including, without limitation, communications, applications, information, documents and websites, in accordance with WCAG 2.0 level AA accessibility guidance.