Code of Conduct

This "Code of Conduct for Skillsoft Suppliers" defines Skillsoft’s basic requirements and expectations with respect to the manner in which its suppliers and vendors carry out their respective businesses.

Skillsoft reserves the right to change the requirements and expectations set forth in this Code of Conduct at any time. In such event, Skillsoft expects the supplier to abide by such reasonable changes upon receipt of notice.

By virtue of entering into a business relationship with Skillsoft, the supplier agrees:

1. Legal Compliance/Ethics:

• to comply with the laws of the applicable legal system(s);

• to support fair-trade and ethical sourcing practices relevant to the commodity or service provided;

• to respect the human rights of the people and communities in which they operate and strive to improve the lives of the people and communities in which they operate;

• to not engage in or support trafficking in human beings;

• to provide evidence (if requested) that they have implemented due diligence procedures to manage ethical issues within their supply chain, including all labor-related processes to ensure they comply with laws on slavery and human trafficking;

• to ensure that it, as well as its supply chain, contractors and service providers, have robust procedures to ensure that they provide disability accessible products, services and opportunities;

• if supplier is based in the United States: Unless exempt, this contractor and subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment qualified individuals without regard to race, color, religion, sex, sexual orientation, gender identification, national origin, protected veteran status or disability. If applicable, the contractor and subcontractor shall also abide by the requirements 41 CFR § 61-300.10 regarding veterans’ employment reports and 29 CFR Part 471, Appendix A to Subpart A regarding posting a notice of employee rights; and

• to have reasonable and lawful payment policies with their own suppliers and subcontractors.

2. Prohibition of Corruption and Bribery

• to tolerate no form of and to not engage in any form of corruption or bribery, including any payment or other form of benefit conferred on any government official for the purpose of influencing decision making in violation of law; and

• to ensure that policies are in place to prevent and detect fraud, money laundering, bribery and corruption.

3. Respect for the Basic Human Rights of Employees

• to promote equal opportunities for and treatment of its employees irrespective of skin color, race, nationality, social background, disabilities, sexual orientation, political or religious conviction, sex or age;

• to respect the personal dignity, privacy and rights of each individual;

• to refuse to employ or make anyone work against his/her will;

• to refuse to tolerate any unacceptable treatment of employees, such as mental cruelty, sexual harassment or discrimination;

• to prohibit behavior including gestures, language and physical contact, that is sexual, coercive, threatening, abusive or exploitative;

• to provide fair remuneration and to guarantee the national statutory minimum wage;

• to provide clear and uniformly applied disciplinary practices and grievance procedures that include provisions prohibiting mental, physical or verbal abuse; and

• to comply with the maximum number of working hours laid down in the applicable laws.

4. Prohibition of Child Labor

• to employ no workers under the age of 15 or, in those countries subject to the developing country exception of the ILO Convention 138, to employ no workers under the age of 14.

5. Health and Safety of Employees

• to provide a safe work environment, abiding by local laws and regulations;

• to take responsibility for the health and safety of its employees;

• control hazards and implement reasonable and appropriate precautionary measures against accidents and occupational diseases;

• to ensure health and safety is effectively managed, so that health and safety risks, issues, incidents and non-compliance are identified and addressed in order to provide adequate facilities to ensure the health and well-being of its workforce; and

• to provide training and ensure that employees are educated in relevant health and safety issues.

6. Environmental Protection

• to act in accordance with the applicable statutory and international standards regarding environmental protection;

• to take reasonable and appropriate steps to minimize environmental pollution and make improvements in environmental protection;

• to ensure that every manufacturing facility complies with environmental laws, including all laws related to waste disposal, air emissions, discharges, toxic substances and hazardous waste disposal;

• to validate that all input materials and components were obtained from permissible harvests consistent with international treaties and protocols in addition to local laws and regulations; and

• to set up or use a reasonable environmental management system.

7. Supply Chain

• to use reasonable efforts to promote among its suppliers compliance with this Code of Conduct;

• to comply with the principles of nondiscrimination with regard to supplier selection and treatment.

We believe that it is important that our suppliers are compliant with the principles set forth in this Code of Conduct. We expect our vendors and suppliers not only to comply with this Code of Conduct in their own organization, but also to ensure, in turn, that their subcontractors and suppliers and vendors which assist in providing goods and services to Skillsoft under this Agreement adhere to this Code of Conduct.