The purpose of this policy is to set forth the procedures established by the Audit Committee of the FedEx Corporation Board of Directors for:
- the receipt, retention and treatment of complaints or concerns received by FedEx Corporation and its subsidiaries (collectively, "FedEx") regarding financial fraud or accounting, internal accounting controls or auditing matters; and
- the confidential, anonymous submission by FedEx employees and contractors throughout the world of complaints or concerns regarding financial fraud or questionable accounting or auditing matters.
Complaints and Concerns Covered by Policy
The procedures set forth in this policy relate to complaints and concerns regarding:
- financial fraud or questionable accounting, internal accounting controls or auditing matters, including without limitation:
- fraud or deliberate error in the preparation, evaluation, review or audit of any FedEx financial statement;
- fraud or deliberate error in the recording and maintaining of FedEx financial records;
- deficiencies in or noncompliance with FedEx internal accounting controls;
- misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in FedEx financial records, financial reports or audit reports; or
- deviation from the full and fair reporting of FedEx financial condition; or
- retaliation against employees or contractors who, in good faith, make reports regarding any of the foregoing items.
Any of the above complaints or concerns are considered a Report under this policy.
Responsibilities with Respect to Specified Reports
The Audit Committee is responsible for overseeing the receipt, retention and investigation of and response to all Reports. The FedEx Corporation Executive Vice President, General Counsel and Secretary (the "General Counsel") and Staff Vice President, Chief Compliance Officer ("CCO") are responsible for administering these procedures on behalf of FedEx.
The General Counsel or CCO will promptly forward to the Audit Committee any Report involving a FedEx senior officer or having a potential aggregate value exceeding $1,000,000. In determining whether the Audit Committee, the General Counsel or CCO should be responsible for investigating such Report, the Audit Committee will consider all relevant facts and circumstances, including the identity of the alleged wrongdoer, the gravity of the alleged wrongdoing and the likelihood of a material adverse effect on the FedEx corporate reputation or financial statements.
The General Counsel or CCO (or his or her respective designee) will investigate all other Reports. At the next scheduled Audit Committee meeting, the General Counsel or CCO will present a summary of all other Reports received. The General Counsel or CCO will provide such additional information regarding any Report as may be requested by the Audit Committee.
Treatment of Reports
In connection with the investigation of a Report, the Audit Committee, the General Counsel and CCO may consult with, and obtain the assistance of, any member of FedEx management who is not the subject of the Report. Additionally, independent legal, accounting or other advisors may be retained as necessary or appropriate.
Upon completion of the investigation of a Report, prompt and appropriate corrective action shall be taken if the Report is substantiated.
Follow-Up to Reports
The Audit Committee, General Counsel or CCO (or a designee) will update, to the extent appropriate and practicable, each person who files a Report to inform him or her of the status of the investigation.
Consistent with FedEx policies, neither FedEx, the Audit Committee nor any director, officer or employee of FedEx will retaliate, directly or indirectly, against any FedEx employee or contractor who makes a Report in good faith or otherwise assists FedEx or any other person or group investigating a Report, including any governmental, regulatory or law enforcement body.
Neither FedEx, the Audit Committee nor any director, officer or employee of FedEx will (i) reveal the identity of any person who makes a Report and asks that his or her identity remain confidential, unless necessary to conduct a sufficient investigation or compelled by judicial or other legal process, or (ii) make any effort to ascertain the identity of any person who makes a Report anonymously, except to the extent necessary to conduct a sufficient investigation.
The CCO will maintain a log of all Reports, tracking their receipt, investigation and resolution and the response to the person making the Report.
FedEx will retain all Reports and all records relating to such Reports in accordance with the applicable provisions of its records retention policy.
Procedures for Making Reports
The FedEx Alert Line is managed by an outside, independent service provider, and it allows any FedEx employee or contractor to make a Report without divulging his or her name. The FedEx Alert Line service provider is required to share promptly the information provided in the Report with the General Counsel, CCO or his or her respective designee and the FedEx Corporation Internal Audit Department. The FedEx Alert Line service provider supplies instructions to individuals making a Report on how to follow up and check on the status of a Report.
Reports can be made confidentially and anonymously, 24 hours a day, seven days a week as follows:
- by calling the FedEx Alert Line, toll-free, at 1.866.42.FedEx (1.866.423.3339)
(phone numbers for callers outside the United States or Canada are available at www.fedexalertline.com;
- by submitting an online report via the FedEx Alert Line web portal located at www.fedexalertline.com; or
- by writing to FedEx management at the following address:
Attn: Executive Vice President, General Counsel and Secretary
942 South Shady Grove Road
Memphis, Tennessee 38120
Amended March 6, 2020