Policy on Treatment of Complaints Regarding Accounting and Auditing Matters
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 received by FedEx Corporation and its subsidiaries (collectively, "FedEx") regarding accounting, internal accounting controls or auditing matters; and
- the confidential, anonymous submission by FedEx's employees and contractors throughout the world of concerns regarding questionable accounting or auditing matters.
Complaints Covered by Policy
The procedures set forth in this policy relate to complaints and concerns regarding:
- questionable accounting, internal accounting controls and auditing matters, including, without limitation:
retaliation against employees or contractors who, in good faith, make reports regarding any of the foregoing
- 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's financial records;
- deficiencies in or noncompliance with FedEx's internal accounting controls;
- misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in FedEx's financial records, financial reports or audit reports; or
- deviation from full and fair reporting of FedEx's financial condition; or
(each, a "Report" and collectively, the "Reports").
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 its Corporate Vice President and Global Chief Compliance & Governance Officer ("CCGO") are responsible for administering these procedures on behalf of FedEx.
The General Counsel or CCGO will promptly forward to the Audit Committee, in detail, 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 CCGO 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 FedEx's reputation or financial statements.
The General Counsel, CCGO or his or her respective designee will investigate all other Reports. At the next scheduled Audit Committee meeting, the General Counsel or CCGO will present a summary of all other Reports received. The General Counsel or CCGO 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 CCGO may consult with, and obtain the assistance of, any member of FedEx management who is not the subject of the Report, and 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.
Follow-Up to Reports
The FedEx Alert Line service provider, the Audit Committee, the General Counsel or CCGO, as determined by the General Counsel, 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's 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, in good faith, makes a Report or otherwise assists the Audit Committee, FedEx management or any other person or group, including any governmental, regulatory or law enforcement body, in investigating a Report.
Neither FedEx, the Audit Committee nor any director, officer or employee of FedEx shall (i) reveal the identity of any person who makes a Report and asks that his or her identity remain confidential, unless necessary to conduct an adequate 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.
The CCGO will maintain a log of all Reports, tracking their receipt, investigation and resolution and the response to the person making the Report. The General Counsel or CCGO will provide periodic summary reports thereof to the Audit Committee.
FedEx shall 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 allows any FedEx employee or contractor to make a Report without divulging his or her name. The FedEx Alert Line service provider is required promptly to share the information provided in the Report with the General Counsel, CCGO or his or her respective designee and the FedEx Corporation Internal Audit Department. The FedEx Alert Line service provider will explain to each caller procedures for following up on the Report (including the caller's providing additional information at a later date).
Reports can be made, at any time, confidentially and anonymously:
- to the FedEx Alert Line by calling, toll-free, 1-866-42-FedEx (423-3339) or completing an online questionnaire.
(The online questionnaire and telephone numbers for callers outside the United States and Canada are available at www.fedexalertline.com)
- to FedEx management by writing to:
Attn: Executive Vice President, General Counsel and Secretary
942 South Shady Grove Road
Memphis, Tennessee 38120
Amended March 6, 2015