Microsoft Word - WynD Supplier Code of Conduct (1)-1.docx

Supplier Code of Conduct

Introduction

The execution of our strategy is firmly anchored by our culture — the foundation comprised of the shared

values, competencies and spirit. Aligned with our vision to put the world on vacation, our values are the

HEART of Wyndham Destinations -

ospitality,

ngagement,

ccountability,

espect and

eamwork.

We recognize that our impact on customers, associates, and communities strengthens lives. Wyndham

Destinations thrives upon our commitment, and we foster a culture that unlocks the full potential for

success as a company, and as individual and team contributors.

Wyndham Destination's Supplier Code of Conduct (“Code”) defines our expectations of how Wyndham

Destinations’ Suppliers must operate. Suppliers, their workers, agents, and subcontractors (collectively

referred to as “Suppliers”) are expected to adhere to this Code while conducting business with or on behalf

of Wyndham Destinations. This includes aligning and integrating guidelines, policies, and practices with

this Code and communicating and enforcing the Code throughout their organization and across their

supply chain. This Code should be prominently communicated in a language and method that is accessible

and understandable.

All Suppliers must act with integrity and are expected to demonstrate a commitment to legal, ethical, safe,

fair, and responsible business practices. Wyndham Destinations promotes an inclusive and diverse work

environment and expects its Suppliers to demonstrate a similar commitment to inclusive business

practices.

While we recognize that there are different legal and cultural environments in which our Suppliers operate,

all Suppliers are required to comply with all relevant laws, rules, regulations, and standards in the countries

in which they operate and meet the minimum requirements set forth in this Code. We encourage our

Suppliers to go beyond legal compliance, aspiring to meet internationally recognized standards, in order

to advance social and environmental responsibility, and business ethics. In instances where standards

outlined in this Code differ from local laws, Suppliers must adhere to the more stringent standards.

This Code consists of six sections, including standards on human rights, labor rights, and environmental

and anti-corruption principles.

• Section 1: Human Rights and Labor Practices

• Section 2: Health and Safety

• Section 3: Inclusion and Diversity

• Section 4: Environmental Sustainability

• Section 5: Business Ethics and Regulatory Compliance

• Section 6: Management Systems

Human Rights and Labor Practices

We are committed to conducting business with honesty and integrity, and in full compliance with all

applicable laws. Respecting human rights means treating people with dignity. Wyndham Destinations

recognizes its responsibility to respect internationally recognized human rights and labor standards,

including the Universal Declaration of Human Rights, United Nations Guiding Principles on Business

and Human Rights, and the International Labor Organization’s Core Conventions. We expect our

Suppliers to enact similar policies and practices covering the following topics that apply to their

workers and business relationships, including contract workers.

Freely Chosen Employment

Suppliers must not engage in or support any form of slavery, forced or compulsory, bonded,

prison, indentured labor, or human trafficking of involuntary labor through threat, force,

fraudulent claims, or coercion. Suppliers must also not permit their subcontractors to engage

in these practices. We require our Suppliers to fully comply with the requirements of

applicable slavery, forced labor, and human trafficking laws, including, but not limited to, the

UK Modern Slavery Act and the Australian Modern Slavery Act.

Suppliers must be aware of the indicators of forced labor identified by the International

Labour Organization, such as the withholding of wages, retention of identity documents, and

restriction of movement. Suppliers must also implement measures to ensure that workers

are not exploited by third-party labor providers, such as recruiters or agencies. Such measures

include, but are not limited to, caps on or elimination of recruitment fees, provision of

contracts to all workers in their native language or other language that they are able to

understand, and elimination of deposits paid by workers to vendors or recruiters to secure

jobs.

Suppliers are required to implement due diligence measures to ensure that no human

trafficking exists within their extended supply chains.

Child Labor

We condemn all forms of exploitation of children. Suppliers must not employ or recruit child

labor, and support the elimination of exploitative child labor. Suppliers must not employ or

support the employment of child labor in the manufacturing or in the provision of services or

supply of goods. The term “child” refers to any person under the age of 15, or under the age

for completing compulsory education, or under the minimum age for employment in the

country, whichever is higher. Wyndham Destinations only supports the development of

legitimate workplace apprenticeship programs for the educational benefit of young people

and will not do business with those who abuse such systems. Workers under the age of 18

shall not perform work that is likely to jeopardize their health or safety, including night shifts

and overtime.

In addition, Suppliers must take the necessary preventive measures to ensure that they do

not employ anyone under the applicable legal minimum age of employment. Examples of

preventive measures include, but are not limited to, age verification systems, training for

managers, and communicating with suppliers about child labor issues.

Wages and Benefits

Suppliers must ensure that their workers are paid lawful wages, including overtime, premium

pay, equal pay for work, and legally mandated benefits. Compensation must be provided in a

way that is prompt and easily understood. Conditional payments or disciplinary deductions

are not tolerated.

Working Hours

Suppliers must ensure that working hours do not exceed the maximum set by local law. In

addition, a work week shall not be more than 60 hours per week, including overtime, except

in emergency or unusual situations. Employees must be allowed at least one day off per a

seven - day week.

Freedom of Association and Collective Bargaining

In addition to all local laws and regulations governing the legal rights of their employees,

Suppliers must respect the rights of workers to join or not to join worker organizations

including trade unions, without any form of physical or psychological violence, threats,

intimidation, retaliation, harassment, or abuse. Employees must also have the right to

collectively bargain if they choose not to be represented.

Harassment, Discrimination, and Equal Employment Opportunity

Suppliers must ensure that all people are provided with equal employment opportunities and

are not harassed or discriminated against in any way.

All forms of violence and harassment, including physical, sexual, verbal, and psychological

abuse, are prohibited. Sexual harassment, including unwelcome sexual advances, unwanted

hugs and touches, suggestive or lewd remarks, requests for sexual favors, or the display of

indecent, derogatory, or pornographic material, is prohibited. Suppliers must ensure that all

workers are protected from retaliation for raising concerns related to violence and

harassment.

Health and Safety

Wyndham Destinations recognizes the importance of conditions that are healthy and safe for all

workers and requires its Suppliers to provide a working environment that minimizes health and safety

risks, supports accident prevention and emergency plans and response procedures, and protects the

health and safety of all people who may be affected by their activities. Our Suppliers must comply

with health and safety laws and regulations in the geographies in which they operate, and must

provide workers with health and safety information in a language and through a medium that is

understandable. In addition, our Suppliers are expected to adhere to the following.

Occupational Safety

Suppliers must identify, assess, and control as appropriate any possibility of workers being

exposed to potential safety hazards (e.g. chemical, electrical and other energy sources, fire,

vehicles, and fall hazards). Where hazards cannot be adequately controlled by these means,

Suppliers must provide workers with appropriate and well-maintained protective equipment

at no cost, as well as educational materials about risks associated with these hazards to their

health and safety. Workers must be encouraged to raise safety concerns.

Our Suppliers must also have in place procedures and systems to prevent, manage, track,

and report occupational injury and illness.

Physically Demanding Work

Our Suppliers must identify, evaluate, and control any worker exposure to the hazards of

physically demanding tasks, including manual material handling and heavy or repetitive

lifting, prolonged standing, and highly repetitive or forceful assembly tasks.

Machine Safeguarding

Suppliers must evaluate safety hazards related to production and other machinery. Physical

guards, interlocks, and barriers must be provided and properly maintained where machinery

presents an injury hazard to workers.

Drugs and Alcohol

Our Suppliers must prohibit the use, manufacture, distribution, sale, or possession of

narcotics, drugs, controlled substances, paraphernalia, and literature that promotes illegal

drugs and substance use while on Wyndham Destinations-owned or Wyndham Destinations-

managed premises.

Suppliers must also prohibit the use of alcohol and any other impairing substance (including

those permitted by state or local law) that adversely affects their employees’ job performance

or is within eight hours of an employee reporting for work, training, or other opportunities

while engaging in work for or representing Wyndham Destinations.

Inclusion and Diversity

Respect is the foundation of an inclusive work environment and is key to Wyndham Destinations’

success, sustainability, and profitability. We require our Suppliers to promote an inclusive work

environment in their operations and across their supply chains. Suppliers are encouraged to establish

diversity and inclusion strategies and goals, develop cross-functional diversity taskforces, and track

key metrics such as diversity representation by level, attrition by gender, representation in external

hires, representation in promotions, and representation on the board of directors.

Suppliers are encouraged to engage in supplier diversity by procuring goods and services from

companies that are owned, operated, and controlled by underrepresented groups such as women

and ethnic minorities. Similarly, Suppliers are encouraged to engage in impact sourcing, by

outsourcing the procurement of goods and services to individuals in economically disadvantaged

areas.

Environmental Sustainability

With our global presence, Wyndham Destinations considers many of the world’s most beautiful and

coveted travel destinations “home”. We place a high value on protecting the environment and

communities in which we live and operate. We ask our suppliers to share the commitments we have

made in our Environmental Sustainability Policy Statement which affirms our commitment to reduce

the environmental impacts associated with our operations and value chain.

We require our suppliers to comply with all applicable environmental laws and regulations.

We expect and encourage our suppliers to:

• Eliminate or minimize emissions, establish greenhouse gas emissions reduction

targets, and select low greenhouse gas emissions products and services where

possible.

• Ensure the responsible use of energy and water via the addition of efficiency measures,

behavioral changes and investments in renewable technologies.

• Minimize and properly manage waste by reducing, donating and recycling waste

streams generated by the supplier’s business operations.

• Consume responsibly by partnering upstream suppliers that sustain, protect and

restore the environment, and maximize our procurement of sustainable, eco-efficient

products and services.

As Wyndham Destinations provides information to its stakeholders on how we effectively manage the

performance of our environmental footprint, we rely upon our suppliers to provide similar information

and work collectively toward this goal. Wyndham Destinations may ask its suppliers to provide

information on its efforts to identify, monitor and minimize the environmental impacts of its operations.

Business Ethics and Regulatory Compliance

Wyndham Destinations conducts its business in accordance with the highest ethical standards and

in compliance with all applicable laws, rules, and regulations. Our Suppliers must conduct business

fairly, ethically, and in compliance with the applicable laws, rules, and regulations. Our Suppliers must

have in place policies and processes as appropriate to ensure that all employees understand and

adhere to these standards.

Anti-Bribery

Suppliers must have a zero-tolerance policy for corruption and bribery in any form. Our

Suppliers are required to comply with requirements of all applicable anti-corruption laws,

including but not limited to the U.S. Foreign Corrupt Practices Act and the UK Bribery Act. In

addition, our Business Partners must not directly or indirectly give, offer, or accept anything

of value to obtain or retain business or favored treatment, to influence actions, or to obtain

an improper advantage for Wyndham Destinations, itself, or a third party. This includes, but

is not limited to, any benefit, fee, commission, dividend, gift, cash, gratuity, services,

consideration, or inducements of any kind to any Wyndham Destinations employee. We

require our Suppliers to require the same of their affiliates, retained agents, subcontractors,

intermediaries, or workers.

Antitrust

Suppliers must adhere to all antitrust and fair competition laws that govern the jurisdictions

in which they operate. This includes not participating in any of the following: price fixing,

volume/ capacity agreements among Suppliers, collusive bidding, market/customer

allocation, illegal price discrimination in products, tie-ins, attempts to monopolize any market,

reciprocal dealing requirements, and theft or trade secrets.

Conflicts of Interest

Suppliers must avoid the appearance of or actual improprieties or conflicts of interest.

Wyndham Destinations’ Suppliers must disclose promptly all information regarding financial

and personal relationships, arrangements with Wyndham Destinations employees,

representatives, or their close relatives that could appear to influence the negotiation process

or the outcome of an agreement, or potentially create a conflict of interest. To disclose conflict

of interest visit wyntegrity.ethicspoints.com.

Insider Trading

Suppliers must not buy or sell Wyndham Destinations or another company’s securities when

in possession of “material, non-public information” about Wyndham Destinations or another

company that could influence an investor’s decision to buy or sell the security.

Press

Suppliers are prohibited from speaking to the press on behalf of Wyndham Destinations

without written express authorization from Wyndham Destinations.

Business Records

Suppliers must honestly and accurately record and report all business information and

dealings and comply with all applicable laws regarding their completion and accuracy. Our

Suppliers are required to create, retain, and dispose of business records in full compliance

with all applicable legal and regulatory requirements. The falsification of records and/or

misrepresentation of conditions or practices in the supply chain is unacceptable.

Gifts

Suppliers are permitted to offer Wyndham Destinations employees business gifts or

hospitalities as long as the gift or hospitality is customary in size, cost, frequency, or nature.

Wyndham Destinations’ Conflict of Interest Policy contains guidelines of acceptable and

unacceptable gifts. Gifts cannot be offered during an active RFP, contract renewal, or contract

negotiations; and requires individual gifts more than $150.00 (US Dollars), or multiple Gifts

over the course of a single calendar year that is more than $500.00 (US Dollars), to be

disclosed and approved prior to providing. To disclose gifts visit wyntegrity.ethicspoints.com.

Intellectual Property

Suppliers must protect Wyndham Destinations’ intellectual property, including trademarks,

patents, copyrights, business methodologies, and trade secrets. Suppliers may not use any

of Wyndham Destinations’ intellectual property or confidential information except as provided

in the Supplier’s contract.

Privacy and Data Protection

Suppliers must have privacy and security programs in place to ensure the protection of

personal information of everyone they conduct business with, including Suppliers, Employees,

Customers, and consumers. Suppliers must also comply with all privacy and security laws and

regulatory requirements regarding the collection, storage, process, and transmission of

personal information, such as the General Data Protection Regulation.

Responsible Sourcing of Minerals

Suppliers that supply products that include minerals sourced from conflict-affected and high-

risk areas, including but not limited to cobalt, tantalum, tin, tungsten, or gold, must ensure

that the sourcing of these minerals does not directly or indirectly finance or benefit armed

groups or contribute to serious human rights abuses in Conflict-Affected and High-Risk Areas,

as defined in the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals

from Conflict- Affected and High-Risk Areas. Our Suppliers must exercise due diligence on the

source and chain of custody of these minerals.

Management Systems

Wyndham Destinations requires its Suppliers to maintain an effective management system that

allows the company to comply with applicable laws and regulations and adhere to this Code. The

system must include a process for the identification and mitigation of risks related to this Code and

allow the facilitation of continuous improvement of our Suppliers’ social and environmental

performance.

Audits

While we expect our Suppliers to self-monitor and demonstrate their compliance with the

Code, Wyndham Destinations may audit a Supplier or inspect a Supplier’s facilities in order

to confirm compliance. If requested by Wyndham Destinations, Suppliers are required to

provide details and data about their performance on the topics included in this Code.

Complaint Mechanism

Suppliers must have a process through which employees can raise workplace concerns

without fear of retaliation. This complaint mechanism must be transparent and

understandable to all employees and must recognize the sensitivities associated with lodging

a concern, especially by employees who are women, minorities, or people with disabilities.

Noncompliance with Code

Suppliers are required to promptly report to the Ethics and Compliance team or the Wyndham

Destinations Business Integrity Hotline any actual or suspected violations of this Code,

Wyndham Destinations’ policies and procedures, and/or federal, state, or local law. If a

Supplier is or may be in violation of this Code, the Supplier must inform Wyndham

Destinations immediately, remedy any violation in a timely and sensitive manner, and

participate in a Progressive Remediation Program as defined by Wyndham Destinations.

Wyndham Destinations reserves the right to immediately terminate any and all agreements

with a Supplier if such Supplier or its subcontractor(s) behaves in a manner that is or may be

perceived to be unlawful or inconsistent with this Code.

Progressive Remediation Program

A Progressive Remediation Program may be administered for violations of this Code.

Wyndham Destinations reserves the right to deviate from or modify this program depending

on the nature, severity, and circumstances of the violation. The following are potential

program steps that can be used subject to modification at Wyndham Destinations’ sole

discretion:

•

Initial Guidance

– This step is designed to identify, determine scale, and document the

issue and ensure that all involved parties are aware of the situation and of expected

performance standards.

•

Continued Guidance –

If a new issue arises or an existing issue persists after Initial

Guidance, Wyndham Destinations may issue Continued Guidance to the Supplier

explaining our expectations.

•

Final Guidance –

If an issue is severe but does not warrant termination of the relevant

agreement between Wyndham Destinations and the Supplier, or if an issue persists after

Initial and Continued Guidance, Wyndham Destinations may issue Final Guidance to notify

the Supplier of our intent to suspend or terminate an agreement until the issue is resolved

within an acceptable timeframe.

•

Suspension or Termination

– If an issue is severe in nature or has not been corrected with

previous Guidance, Wyndham Destinations reserves the right to terminate or suspend the

relevant agreement with the Supplier.

Reporting

Wyndham Destinations maintains a number of channels for Employees, Suppliers, and the

public to raise concerns without reprisal.

• For guidance on this Code of Conduct and questions concerning laws and acceptable

business practices, email Wyndham Destinations’ Ethics and Compliance team at

WynDCompliance@wyn.com.

To anonymously report concerns and potential or actual violations of this Code, contact our

Wyndham Destinations Wyntegrity Hotline at 1-866-949-9963 for U.S., PR, U.S. Virgin Islands,

Canada or visit wyntegrity.ethicspoints.com. Additional country phone numbers are available

on the GEP portal. Our hotline is operated by an independent third party and is available 24

hours a day, 7 days a week. Concerns will be routed to the appropriate Wyndham Destinations

leadership for investigation.

Wyndham Destinations, where applicable by local law, will maintain confidentiality to the

extent possible and will not tolerate any form of retaliation against anyone who, in good

faith, reports misconduct or noncompliance with this Code.

Wyndham Destinations will periodically review and may unilaterally amend this Code to ensure that

it continues to reflect the most important environmental, social, and governance issues that affect

Wyndham Destinations, its Suppliers, and society.