STORE Capital Corporation (“STORE Capital”), has adopted this Vendor Code of Conduct (this “Vendor Code”) to set forth STORE Capital’s standards for fair and ethical business practices, safe labor conditions, respect for human rights and environmental stewardship as applicable to the vendors we engage in the course of our business.
STORE Capital strives to be a responsible corporate citizen, and we expect the same commitment from our vendors. Responsible citizenship is reflected in our valued reputation for honesty, fairness and candor in our business activities. We believe that considering the impacts our actions have on all stakeholders is important, which includes considering the integrity and business practices of our vendors.
This Vendor Code cannot address or anticipate every legal, environmental, social or ethical concern that may arise in connection with services provided by a STORE Capital vendor. At a minimum, we expect our vendors and their subcontractors to adequately comply with all applicable laws and regulatory requirements that govern their business activities. If you are a STORE Capital vendor, we encourage you to contact STORE Capital’s Chief Compliance Officer at chiefcomplianceofficer@storecapital.com with any questions or concerns regarding any of the requirements set forth in this Vendor Code. The provisions in this Vendor Code supplement the terms of any agreement between STORE Capital (or a STORE Capital affiliate) and a vendor, and in no way alter or amend the terms of a pre-existing agreement with any vendor. The requirements set forth in this Vendor Code extend with the same force to subcontractors of vendors, and we expect the subcontractors of STORE Capital vendors to likewise comply with this Vendor Code.
These standards are set forth below:
Ethical Business Practices
We expect our vendors to abide by the standards set forth in our Code of Business Conduct and Ethics, which govern the behavior of our employees. We expect our vendors to satisfy the requirements in our Code of Business Conduct and Ethics that are reasonably applicable to them as vendors. We encourage our vendors to join our commitment to moral and ethical standards in conducting their business, and to refrain from engaging in or tolerating any unethical, improper or immoral business practices, including, but not limited to, bribery, corruption, extortion, fraud or misrepresentation.
Anti-Corruption. We expect our vendors to comply with the U.S. Foreign Corrupt Practices Act, the Bank Bribery Act and any other anti-corruption laws, foreign or domestic, as applicable. STORE Capital will not do business with any vendor if we find they offer or provide anything of value to a government official or a labor organization official for the purpose of (i) influencing the offeree or recipient to take or refrain from taking any official action for the benefit of the vendor or STORE Capital, or (ii) inducing the offeree or recipient to conduct business with the vendor or STORE Capital. Vendors are encouraged to review our General Policy on Compliance with Anti-Corruption Principles, which contains standards that we will impose on our vendors and any subcontractors they may employ.
Dealings with STORE Capital Employees. STORE Capital’s Code of Business Conduct and Ethics restricts our employees’ relationships with vendors, including specific limitations on gift-giving to and from vendors, as well as restrictions governing fair competition and fair and ethical dealing with anyone with whom STORE Capital has a potential or current business relationship. Our vendors should not undertake any action that is intended to unduly influence or induce a STORE Capital employee to violate our Code of Business Conduct and Ethics, and any such behavior that comes to our attention will not be tolerated.
Reporting Illegal Behavior. STORE Capital encourages our vendors to report illegal behavior, including threatened or potential illegal behavior, undertaken by STORE Capital employees, associates or affiliates, as well as any vendor providing products or services on behalf of STORE Capital or our affiliates. Any such illegal activity may be reported to STORE Capital’s Chief Compliance Officer by email at chiefcomplianceofficer@storecapital.com.
Confidentiality of Information. We require any confidential company information shared with our vendors or their subcontractors to be adequately safeguarded, and insist that any such information not be accessed, disseminated or otherwise disclosed except as expressly authorized in writing. We expect our vendors and their subcontractors to comply with all applicable laws and regulations governing data security, privacy, record retention and data destruction. STORE Capital requires each of our vendors, upon request, to demonstrate that they, and their subcontractors, maintain adequate data security, including cybersecurity and physical security, as well as documented internal mechanisms to safeguard our confidential information. We expect our vendors to monitor their subcontractors to ensure compliance with these agreements, and promptly alert us to any instances of noncompliance.
Treatment of Employees
STORE Capital expects our vendors to champion the same values and standards that we require each of our employees to live up to every day. Our vendors should make a concerted effort to advance diversity and inclusion in the workplace, undertake measurable commitments to promote the health and well-being of every employee, forbid harassment and discriminatory behavior at every level, ensure safe working conditions for their employees, comply with applicable human rights standards and treat their employees with respect and dignity.
Working Conditions and Wages. We expect our vendors to provide working conditions, wages, work hours, rights to collective bargaining and benefits that satisfy all applicable legal requirements. STORE Capital encourages all our vendors to pay decent, living wages to their employees.
Supporting Human Rights. As set forth in STORE Capital’s Policy Statement on Human Rights, we are committed to the protection of fundamental human rights, and we expect this same commitment from our vendors. We expect that all our vendors and any subcontractors they employ will satisfy the requirements of any applicable labor laws and regulations wherever they are located and maintain operations. We expect that all parties with whom we do business will respect individual human rights and conduct their business operations free from human rights abuses, such as forced or child labor, human trafficking and slavery.
Anti-Discrimination, Anti-Harassment and Anti-Discrimination Laws. STORE Capital has committed to maintain a harassment-free workplace in which all employees can feel comfortable and can perform at their very best. We similarly expect the vendors we contract with to meet the standards of all applicable anti-discrimination, anti-harassment and anti-retaliation laws.
Environmental Sustainability
STORE Capital has adopted a Policy Statement on Environmental Sustainability that evidences our commitment to addressing the evolving environmental risks we and our stakeholders face and contributing to solutions as an involved corporate citizen. We encourage our vendors to adopt sustainability initiatives of their own.
At a minimum, we expect our vendors and their subcontractors to comply with all applicable environmental rules and regulations while actively seeking to minimize the environmental impact of their business operations. We encourage our vendors and their subcontractors to consciously monitor, and reduce whenever possible, their energy consumption, water use, and other negative environmental externalities in the course of running their business.
Vendor Diversity
STORE Capital values diversity because we believe it strengthens our community, provides a wide array of varying perspectives that make us a better company, gives us an edge on our competitors and affirms our commitment to the greater social good. Our primary vendors are global banking firms, international law and accounting firms, and national environmental and property inspection firms, substantially all of which have adopted diversity and inclusion policies and practices evidencing their commitment to similar values.
Oversight Over Our Vendor Code
The Nominating and Corporate Governance Committee of our Board of Directors is charged with considering and advising the Board on social responsibility matters, reviewing and recommending appropriate social responsibility goals, policies and practices, and reviewing and monitoring key performance metrics relating to social responsibility matters.
In accordance with the foregoing, this Vendor Code was approved by our executive management team on October 29, 2019, and is overseen and reviewed at least annually by the Nominating and Corporate Governance Committee of our Board of Directors. This Policy Statement is maintained by our Chief Compliance Officer. Substantive revisions may be approved by our Chief Compliance Officer in conjunction with oversight by the executive management team and the Nominating and Corporate Governance Committee.
