The purpose of this policy is to set forth the procedures
established by the Audit Committee of the FedEx Corporation Board of Directors
for:
(1)
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
(2)
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 of FedEx's employees and contractors ("Reports")
regarding:
(1)
questionable accounting, internal accounting controls and
auditing matters, including, without limitation:
a)
fraud or deliberate error in the preparation, evaluation, review or audit
of any FedEx financial statement;
b)
fraud or deliberate error in the recording and maintaining of FedEx's
financial records;
c)
deficiencies in or noncompliance with FedEx's internal accounting
controls;
d)
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
e)
deviation from full and fair reporting of FedEx's financial condition.
(2)
retaliation against employees or contractors who, in good
faith, make 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 and General Counsel is responsible for administering
these procedures on behalf of FedEx.
The General Counsel 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 or the General Counsel 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 or his or her designee will investigate all other Reports.
At the next scheduled Audit Committee meeting, the General Counsel will
present a summary of all other Reports received. The General Counsel 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
and the General Counsel may consult with, and obtain the assistance of,
any member of FedEx management who is not the subject of the Report. In
addition, the Audit Committee and the General Counsel may, in its or his or her
sole discretion, retain independent legal, accounting or other advisors
as may be necessary or appropriate.
Upon completion of the investigation
of a Report, the Audit Committee or the General Counsel, as the case may
be, will take such prompt and appropriate corrective action, if any, as
in its or his or her judgment is deemed warranted.
Follow-Up to Reports
The FedEx Alert Line service provider, the Audit Committee or
the General Counsel, as determined by the General Counsel, will contact,
to the extent appropriate, each FedEx employee or contractor who files
a Report to inform him or her of the results of the investigation and
what, if any, corrective action was taken.
Retaliation Prohibited
Consistent with FedEx's policies, neither FedEx, the Audit Committee nor any director,
officer or employee of FedEx will discharge, demote, suspend, threaten, harass or in any
other manner discriminate or 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.
Records
The General Counsel 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 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 or his or her 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:
(1)
to the FedEx Alert Line by calling toll-free:
1-866-42-FedEx (423-3339)
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