Other Policies

Background

This anti-fraud policy is established to facilitate the development of controls that will aid in the detection and prevention of fraud against any company and non-profit of the REVOLVE group. It is the intent of REVOLVE to promote consistent organizational behavior by providing guidelines and assigning responsibility for the development of controls and conduct of investigations.

Scope of Policy

This policy applies to any irregularity, or suspected irregularity, involving employees as well as shareholders, consultants, vendors, contractors, advisors, outside agencies doing business with employees of such agencies, and/or any other parties with a business relationship with REVOLVE.

Any investigative activity required will be conducted without regard to the suspected wrongdoer’s length of service, position/title, or relationship to REVOLVE.

Policy

Management is responsible for the detection and prevention of fraud, misappropriations, and other irregularities. Fraud is defined as the intentional, false representation or concealment of a material fact for the purpose of inducing another to act upon it to his or her injury. Each member of the management team will be familiar with the types of improprieties that might occur within his or her area of responsibility and be alert for any indication of irregularity.

Any irregularity that is detected or suspected must be reported immediately to the Founder of REVOLVE and the board of advisors, who coordinates all investigations with the REVOLVE lawyers.

Actions

The terms defalcation, misappropriation, and other fiscal irregularities refer to, but are not constituting limited to:

Fraud

• Any dishonest or fraudulent act.
• Misappropriation of funds, securities, supplies, or other assets.
• Impropriety in the handling or reporting of money or financial transactions.
• Profiteering as a result of insider knowledge of company activities.
• Disclosing confidential and proprietary information to outside parties.
• Disclosing to other persons securities activities engaged in or contemplated by the company.
• Accepting or seeking anything of material value from contractors, vendors, or persons providing services/materials to REVOLVE. Exception: Gifts less than US $50 in value.
• Destruction, removal, or inappropriate use of records, furniture, fixtures, and equipment.
• Any similar or related irregularity.

Other Irregularities

Irregularities concerning an employee’s moral, ethical, or behavioral conduct should be resolved by REVOLVE management and the social security team. If there is any question as to whether an action constitutes fraud, contact the Board of Advisors: info@revolve.media

Investigation

The Board has the primary responsibility for the investigation of all responsibilities suspected fraudulent acts as defined in the policy. If the investigation substantiates that fraudulent activities have occurred, the Board will issue reports to appropriate designated personnel and, if appropriate, to the Founder through the REVOLVE lawyers.

Decisions to prosecute or refer the examination results to the appropriate law enforcement and/or regulatory agencies for independent investigation will be made in conjunction with legal counsel and senior management, as will final decisions on disposition of the case.

Confidentiality

The Board treats all information received confidentially. Any employee who suspects dishonest or fraudulent activity will notify the Founder immediately and should not attempt to personally conduct investigations or interviews/ interrogations related to any suspected fraudulent act.

Investigation results will not be disclosed or discussed with anyone other than those who have a legitimate need to know. This is important in order to avoid damaging the reputations of persons suspected but subsequently found innocent of wrongful conduct and to protect REVOLVE from potential civil liability.

The third party Investigation Unit assigned by the Board will have rights for:

Investigating

• Free and unrestricted access to REVOLVE records and premises, whether

Suspected Fraud – owned or rented.

• The authority to examine, copy, and/or remove all or any portion of the contents of files, desks, cabinets, and other storage facilities on the premises without prior knowledge or consent of any individual who might use or have custody of any such items or facilities when it is within the scope of their investigation.

Reporting

• Great care must be taken in the investigation of suspected improprieties or

Procedures

• irregularities so as to avoid mistaken accusations or alerting suspected individuals that an investigation is under way.

An employee who discovers or suspects fraudulent activity will contact the Board immediately. The employee or other complainant may remain anonymous. All inquiries concerning the activity under investigation from the suspected individual, his or her attorney or representative, or any other inquirer should be directed to the Investigations Unit or the Board directly. No information concerning the status of an investigation will be given out. The proper response to any inquiries is: “I am not at liberty to discuss this matter.” Under no circumstances should any reference be made to “the allegation,” “the crime,” “the fraud,” “the forgery,” “the misappropriation,” or any other specific reference.

The reporting individual should be informed of the following:

• Do not contact the suspected individual in an effort to determine facts or demand restitution.
• Do not discuss the case, facts, suspicions, or allegations with anyone unless specifically asked to do so by the REVOLVE lawyer.

Termination

If an investigation results in a recommendation to terminate an individual, the recommendation will be reviewed for approval by the designated representatives from Human Resources and the REVOLVE lawyer and, if necessary, by outside counsel, before any such action is taken. The third party Investigation Team does not have the authority to terminate an employee. The decision to terminate an employee is made by the employee’s management. Should the Unit believe the management decision inappropriate for the facts presented, the facts will be presented to executive-level management for a decision.

Administration

The REVOLVE managers are responsible for the administration, revision, interpretation, and application of this policy. The policy will be reviewed annually and revised as needed.

The REVOLVE Group is committed to conducting its business ethically and in compliance with all applicable laws and regulations where it has offices in Belgium, Spain and Austria, and similar laws in other countries that prohibit improper payments to obtain a business advantage. This document describes REVOLVE’s Policy prohibiting bribery and other improper payments in the conduct of REVOLVE business operations and employee responsibilities for ensuring implementation of the Policy. Questions about the Policy or its applicability to particular circumstances should be directed to the Compliance Officer: info@revolve.media.

Policy Overview

REVOLVE strictly prohibits bribery or other improper payments in any of its business operations. This prohibition applies to all business activities, anywhere in the world, whether involving government officials or other commercial enterprises. A bribe or other improper payment to secure a business advantage is never acceptable and can expose individuals and REVOLVE to possible criminal prosecution, reputational harm or other serious consequences. This Policy applies to everyone at REVOLVE, including all officers, employees and agents or other intermediaries acting on REVOLVE’s behalf. Each board member and employee of REVOLVE has a personal responsibility and obligation to conduct REVOLVE’s business activities ethically and in compliance with all applicable laws based on the countries wherein REVOLVE does business. Failure to do so may result in disciplinary action, up to and including dismissal.

Improper payments prohibited by this policy include bribes, kickbacks, excessive gifts or entertainment, or any other payment made or offered to obtain an undue business advantage. These payments should not be confused with reasonable and limited expenditures for gifts, business entertainment and other legitimate activities directly related to the conduct of REVOLVE’s business. REVOLVE has developed a comprehensive program for implementing this Policy, through appropriate guidance, training, investigation and oversight. The Compliance Officer has overall responsibility for the program, supported by the executive leadership of REVOLVE.

The Compliance Officer is responsible for giving advice on the interpretation and application of this policy, supporting training and education, and responding to reported concerns. The prohibition on bribery and other improper payments applies to all business activities, including when dealing with government officials. REVOLVE abides by the U.S. Foreign Corrupt Practices Act and similar laws in other countries that strictly prohibit improper payments to gain a business advantage and impose severe penalties for violations. The following summary is intended to provide personnel engaged in international activities a basic familiarity with applicable rules to avoid inadvertent violations and to recognize potential issues in time to be properly addressed:

1. Purpose

The purpose of this policy is to establish controls to ensure compliance with all applicable anti-bribery regulations, and to ensure our business is conducted in a socially responsible manner. This policy applies to all the countries and territories that we as an organization operates in. This policy needs to be read alongside our related policies and procedures where appropriate. See our Anti-Fraud and Whistleblowing policies.

2. Policy statement

Bribery is the offering, promising, giving, accepting or soliciting of an advantage as an inducement for action which is illegal or a breach of trust. A bribe is an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage.

It is our policy to conduct all of our business in an honest and ethical manner. We take a zero- tolerance approach to bribery and corruption. We are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate, implementing, and enforcing effective systems to counter bribery.

We will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate. However, we remain bound by the laws of Belgium, Spain, and Austria, in respect of our conduct both at home and abroad.

Bribery and corruption are punishable for individuals by up to ten years’ imprisonment and a fine. If we are found to have taken part in corruption, we could face an unlimited fine, be excluded from tendering for public contracts and face damage to our reputation. We therefore take our legal responsibilities very seriously.

3. Scope

• Who is covered by the policy?

In this policy, third party means any individual or organization you meet during the course of your work for us, and includes actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies, including their advisors, representatives and officials, politicians and political parties. All arrangements with third parties should be subject to clear contractual terms, including specific provisions requiring them to comply with minimum standards and procedures in relation to bribery and corruption. Appropriate wording to be included in contracts can be obtained from the Legal team.

This policy applies to all employees (whether permanent, fixed-term or temporary), consultants, contractors, trainees, seconded staff, home workers, casual workers and agency staff, volunteers, interns, agents, sponsors, or any other person associated with us, or any of our subsidiaries or their employees, wherever located (collectively referred to as employees in this policy). It also applies to Board and Members (any membership level) This policy covers:

• • Bribes
  • Gifts and hospitality
  • Facilitation payments
  • Political contributions
  • Charitable contributions

• Bribes

Employees must not engage in any form of bribery, either directly or through any third party (such as an agent or distributor). Specifically, employees must not bribe a foreign public official anywhere in the world.

• Gifts and hospitality

Please see our Gifts Policy in the REVOLVE Handbook.

• Facilitation payments and kickbacks

Facilitation payments are a form of bribery made for the purpose of expediting or facilitating the performance of a public official for a routine governmental action, and not to obtain or retain business or any improper business advantage. Facilitation payments tend to be demanded by low-level officials to obtain a level of service, which one would normally be entitled to.

Our strict policy is that facilitation payments must not be paid. We recognize, however, that our employees may be faced with situations where there is a risk to the personal security of an employee or his/her family and where a facilitation payment is unavoidable, in which case the following steps must be taken:

• • Keep any amount to the minimum
  • Create a record concerning the payment
  • Report it to your manager

• Political contributions

We do not make donations, whether in cash or kind, in support of any political parties or candidates, as this can be perceived as an attempt to gain an improper business advantage.

• Charitable contributions

Charitable support and donations are acceptable (and indeed are encouraged), whether of in-kind services, knowledge, time, or direct financial contributions. However, employees must be careful to ensure that charitable contributions are not used as a scheme to conceal bribery. We only make charitable donations that are legal and ethical under local laws and practices. No donation on behalf of the organization must be offered or made without the prior approval of a member of the Board.

4. Record-keeping

You must declare and keep a written record of all gifts accepted or offered, which will be subject to management review.

You must ensure all expenses claims relating to hospitality, gifts or expenses incurred to third parties are submitted in accordance with our expenses policy.

5. How to raise a concern

You are encouraged to raise concerns about any issue or suspicion of malpractice at the earliest possible stage. If you are unsure whether a particular act constitutes bribery or corruption, or if you have any other queries or concerns, these should be raised with your manager or director. If you feel you cannot raise it with any of the above, then please discuss with the Founder of REVOLVE and refer to our Whistleblowing Policy.

6. What to do if you are a victim of bribery or corruption

It is important that you tell your manager, director, legal department and colleagues as soon as possible if you are offered a bribe by a third party, are asked to make one, suspect that this may happen in the future, or believe that you are a victim of another form of unlawful activity.

7. Protection

Employees who refuse to accept or offer a bribe, or those who raise concerns or report another’s wrongdoing, are sometimes worried about possible repercussions. We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken. For further info, please view our Whistleblowing Policy.

8. Training and communication

Training on this policy forms part of the induction process for all new employees, members and advisors. All existing employees receive regular, relevant training on how to adhere to this policy.

Our zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors and business partners at the outset of our business relationship with them and as appropriate thereafter.

9. Who is responsible for the policy?

The Founder and Board of Advisors has overall responsibility for ensuring this policy complies with our legal and ethical obligations, and that all those under our control comply with it. The external auditors have general responsibility for monitoring and verifying the operation and effectiveness of our anti-bribery arrangements. All managers have day-to-day responsibility for implementing this policy and for dealing with any queries on its interpretation. Management at all levels are responsible for ensuring those reporting to them are made aware of and understand this policy.

All employees are responsible for the success of this policy and should ensure they use it to disclose any suspected danger or wrongdoing.

This policy does not form part of any employee’s contract of employment and it may be amended at any time.

This policy is intended to encourage board members, staff (paid and volunteer) and others to report suspected or actual occurrence(s) of illegal, unethical or inappropriate events (behaviors or practices) without retribution.

1. The Whistleblower should promptly report the suspected or actual event to his/her supervisor.
2. If the Whistleblower would be uncomfortable or otherwise reluctant to report to his/her supervisor, then the Whistleblower could report the event to the next highest or another level of management, including to an appropriate Board committee or member.
3. The Whistleblower can report the event with his/her identity or anonymously.
4. The Whistleblower will receive no retaliation or retribution for a report that was provided in good faith – that was not done primarily with malice to damage another or the organization.
5. A Whistleblower who makes a report that is not done in good faith is subject to discipline, including termination of the Board or employee relationship, or other legal means to protect the reputation of the organization and members of its board and staff.
6. Anyone who retaliates against the Whistleblower (who reported an event in good faith) will be subject to discipline, including termination of Board or employee status.
7. Crimes against person or property, such as assault, rape, burglary, etc., should be reported immediately to local law enforcement personnel. REVOLVE has a zero-tolerance policy for sexual harassment; any hint at sexual misconduct, lack of respect for any person’s gender, race, religion or tendencies, will result in the staff, employee, or volunteer being relieved of their functions.
8. Supervisors, managers and/or board members who receive the reports must promptly act to investigate and/or resolve the issue.
9. The Whistleblower shall receive a report within five business days of the initial report, regarding the investigation, disposition or resolution of the issue.
10. If the investigation of a report, that was done in good faith and investigated by internal personnel, is not to the Whistleblower’s satisfaction, then he/she has the right to report the event to the appropriate legal or investigative agency.
11. The identity of the Whistleblower, if known, shall remain confidential to those persons directly involved in applying this policy, unless the issue requires investigation by law enforcement, in which case members of the organization are subject to subpoena.