Exelis Inc.

Based on public information, there is evidence that the company has published statements by the Chief Executive Officer within the last 2 years supporting the ethics and anti-corruption agenda of the company.

Based on public information, there is no readily available evidence that the company’s Chief Executive Officer or Chair of the Board demonstrates a strong personal, external facing commitment to the ethics and anti-corruption agenda of the company. However, TI does note that there is evidence of delegated engagement at events external to the company. The company therefore scores 1.

Based on public information, there is some evidence that the company’s Chief Executive Officer demonstrates a personal, internal-facing commitment to the ethics and anti-corruption agenda of the company, for example in the form of introductory statements to company reports and the Code of Conduct. However, there is no readily available evidence that he actively promotes the agenda, for example through direct engagement with the staff or speaking at ethics training events.

Based on public information, there is evidence that the company publishes a statement of values representing high standards of business conduct. This includes integrity, honesty, trust, transparency and accountability.

Based on public information, there is evidence that the company belongs to initiatives that promote anti-corruption or business ethics. Exelis is a member of the Defense Industry Initiative on Business Ethics and Conduct. It is also noted that Exelis is a member of TRACE.

Based on public information, there is evidence that the company has appointed the Board Governed Audit Committee with overall corporate responsibility for its ethics agenda.

Based on public information, there is evidence that the Chief Legal Officer is accountable to the Board of Directors for the implementation of the company’s ethics and compliance programme. The Chief Legal Officer is identifiable by name: Ann D. Davidson. TI also notes that the Board Audit Committee regularly meets with the Head of Ethics to discuss and review the implementation of the policy.

Based on public information, there is evidence that the company’s Audit Committee monitors and reviews the performance of the company’s ethics and anti-corruption agenda. Evidence suggests this occurs at least annually, as the Committee meets quarterly.

Based on public information, there is limited evidence that the company has a written plan in place on which the review of the ethics and anti-corruption agenda is based. However, TI notes the improvements executed in 2013 as evidence of improvement plans being implemented. The company therefore scores 1.

Based on public information, there is some evidence that the company has a formal process for review and where appropriate updates its policies and practices in response to actual or alleged instances of corruption. TI notes the existence of Policy Review Boards. However, it is only implied that these Review Boards would undertake a review in response to actual or alleged instances of corruption. The company therefore scores 1.

Based on public information, there is limited evidence that the company has a formal anti-corruption risk assessment procedure implemented enterprise-wide. The company also undertook a review of its risk assessment program (including corruption risks) recently. However, there is no mention of mitigation plans, their ownership or implementation timelines. The company therefore scores 1.

Based on public information, there is no readily available evidence that the company has a formal anti-corruption risk assessment procedure for assessing proposed business decisions

Based on public information, there is evidence that the company conducts due diligence that minimises corruption risk when selecting or reappointing its agents. Employees are instructed to seek the approval of the Legal Department for agents and also undertake a due diligence questionnaire to execute the due diligence process. However, there is no readily available evidence that the due diligence is refreshed at least every 3 years or when there is a significant change in the business relationship. The company therefore scores 1.

Based on public information, there is evidence that the company has processes for the behaviour, monitoring and control of agents with respect to countering corruption. Employees must carefully monitor third parties, who must comply with the company’s standards and maintain accurate records. The company therefore scores 1. To score higher the company would need to provide evidence of termination rights if corrupt activities are found.

Based on public information, there is evidence that the company makes clear to contractors, sub-contractors, and suppliers, through its policies contained in the Code of Conduct its stance on bribery and corruption. There are standard terms and conditions available on the company website that apply in relations with suppliers and subcontractors and that refer to specific anti-corruption regulations with clear contractual terms.

Based on public information, there is no readily available evidence that the company explicitly addresses the corruption risks associated with offset contracting.

Based on public information, there is no readily available evidence that the company conducts due diligence that minimises corruption risk when selecting its offset partners and offset brokers.

Based on public information, there is evidence that the company has an anti-corruption policy, contained in its Code of Conduct, which prohibits corruption in its various forms.

Based on public information, there is evidence that the company has a zero tolerance policy of bribery.

Based on public information, there is evidence that the company’s anti-corruption policy, contained in its code of conduct, is easily accessible to Board members, employees, contracted staff and any other organisations acting with or on behalf of the company.

Based on public information, there is evidence that the company’s anti-corruption policy, contained in its code of conduct, is easily understandable and clear to Board members, employees and third parties.

Based on public information, there is evidence that the company’s anti-corruption policy, contained in its code of conduct, is applicable to employees and directors.

Based on public information, there is evidence that the company has a policy on potential conflicts of interest with relevant examples and details for the same. The same is contained in the Code of Conduct which is applicable to all employees and Board Directors of the company.

Based on public information, there is evidence that the company has a policy for the giving and receipt of gifts, which it defines in the context of its policy on “business courtesy”. However, it is not clear that the company sets upper limits or that there is a threshold for senior authorisation. The company therefore scores 1.

Based on public information, there is evidence that the company has a policy for the giving and receipt of hospitality which it defines in the context of its policy on “business courtesy”. However, it is not clear that the company sets upper limits or that there is a threshold for senior authorisation. The company therefore scores 1.

Based on public information, there is evidence that the company has a policy that explicitly prohibits facilitation payments. The policy mentions relevant examples and guidance on the nature of facilitation payments.

Based on public information, there is evidence that the company prohibits company funds or assets to be used for political contributions. TI notes that as a US company, it is required by law to declare any political contributions.

Based on public information, there is limited evidence that the company has a policy on engagement in lobbying activities. There is a mention of lobbying under the remit of the Head of political involvement; however, details and a specific focus on the same is lacking. The company therefore scores 1. TI notes that there is evidence that the company discloses its US lobbying activities, in compliance with the US Lobbying Disclosure Act.

Based on public information, there is limited evidence that suggests the company recognises the risk posed by charitable contributions. However, there is no additional evidence about a policy or procedure in place to regulate such contributions.

Based on public information, there is evidence that the company provides written guidance to help Board members and employees understand and implement the firm’s ethics and anti-corruption agenda. The Code of Conduct is detailed, contains definitions of key terms and provides an ethical decision making model. The company therefore scores 2.

Based on public information, there is evidence that the company has a training programme that explicitly covers anti-corruption

Based on public information, there is evidence that the company has provided anti-corruption training in “most” locations. However, clear data or confirmation that the same has been conducted for all employees or in all countries where the company operations is not publicly available. The company therefore scores 1.

Based on public information, there is no readily available evidence that the company provides targeted anti-corruption training to members of the Board

Based on public information, there is no readily available evidence that the company provides tailored ethics and anti-corruption training for employees in sensitive positions.

Based on public information, there is evidence that the company has a clear and formal process by which employees declare conflicts of interest in writing. Also in case of US government contracts, by law the company is required to disclose Organizational conflicts of interest (OCI).

Based on public information, there is only evidence that the company may apply disciplinary procedures to employees, Directors and Board members found to have engaged in corrupt activities. The company therefore scores 1. TI notes that the question seeks a stronger commitment that the company will definitely discipline employees, Board members and Directors should they engage in corrupt activities.

Based on public information, there is evidence that the company has multiple, well-publicised channels through the EthicsPoint Helpline or the Exelis Ombudsperson that are easily accessible and secure, to guarantee confidentiality or anonymity where requested by the employee (e.g. web, phone, in person), to report concerns or instances of suspected corrupt activity.

Based on public information, there is evidence that the company has an existing internal as well as anonymous third party whistleblowing channel which is available to all employees.

Based on public information, there is limited evidence that the company has a comprehensive mechanism to ensure whistleblowing is not deterred. There is a zero tolerance for retaliation and also whistleblowing channels outside the company (Department of Defense Inspector General (DoD IG) hotline is mentioned) to encourage employees to report. However, data regarding the handling of complaints and evidence of mechanisms to support whistleblowers, such as feedback surveys, is not available. The company therefore scores 1.

Based on public information, there is sufficient evidence that the company has well-publicised resources (EthicsPoint Helpline, member of the Ethics and Compliance Review Board (ECRB), Exelis Ombudsperson etc.) available to all employees where help and advice can be sought on corruption-related issues.

Based on public information, there is evidence that the company makes a commitment to non-retaliation for bona fide reporting of corruption. Although the company states that it has a “zero tolerance” policy for retaliation and treats it as a violation of its Code of Conduct; the commitment to discipline is assessed to be insufficiently strong. It only may result in disciplinary action, which suggests that there might be exceptions. The company therefore scores 1.