Name: MIP-07 Global Anti-Corruption (Foreign Corrupt Practices Act and U.K.

Bribery Act) (MIP-07)

Discipline: Legal

Brand: CY-N , FIS , MHR-N , RHR-N , RI-N , SHS , TPS , MEA , RC , MHR-I , RHR-I , CY-I , MIHQ , MVW , Abv
Prop , JW-I , JW-N , RI-I , AUTO , EH , RCDC , RCR, Gaylord, Protea

Type: Marriott International Policies (MIPs)

Applies To:
Associate: US | Canada: Required
Franchisee: US | Canada: N/A
Associate: AP | CALA | Europe | MEA: Required
Franchisee: AP | CALA | Europe | MEA: N/A

Last Revised: March 28, 2014 Published: January 01, 2005

Effective: January 01, 2005 Last Reviewed: March 28, 2014

Confidential & Proprietary

Key Responsibilities:
Policy Approver: Executive Vice President, General Counsel (Edward Ryan)
Policy Owner: Senior Vice President, Global Compliance Counsel (William Dempster)
IAD Policy Office Representative: Sr. Manager, Internal Audit (Shahzad Shah)

1. Policy & Requirements

It is the policy of Marriott International, Inc. (“Marriott” or “Company”) to comply fully with all
anti-corruption laws, including the Foreign Corrupt Practices Act ("FCPA") and the U.K. Bribery
Act. In addition, many countries have enacted their own anti-corruption laws and thus it is
increasingly important to ensure that, in complying with this Policy, you are familiar with the
laws and regulations that apply to you and your area of responsibility.

This Policy applies to our business conducted around the world and prohibits all forms of
bribery in both the public and private sectors. It is against the law and Company policy to
promise, offer, give, or authorize, directly or indirectly, a bribe or anything of value to any
person, including any government official, employee of, or representative of, a state-owned or
controlled entity, in order to obtain or retain business or gain any other type of business or
competitive advantage for Marriott.

This prohibition against offering, promising or paying bribes also applies to all third parties who
provide services and act on Marriott’s behalf, such as business partners, consultants,
contractors, vendors, suppliers or agents. This Policy likewise covers the receipt of a bribe by,
or for the benefit of, a Marriott associate.

The information provided below is only a summary of the FCPA and the U.K. Bribery Act and
does not cover every aspect of those or other applicable laws.

Marriott publishes and provides amplifying guidance and training related to these anti-
corruption laws. Questions that are not specifically answered by this Policy can be resolved by
referring to other sources published on Marriott Global Source or by contacting Marriott’s Law
Department for guidance.

Foreign Corrupt Practices Act:

The FCPA prohibits giving or offering anything of value to foreign officials for the improper
purpose of influencing any decision to benefit the Company. The FCPA also prohibits giving or
offering anything of value indirectly through third persons if the payor has knowledge or strong
suspicions that those third persons intend to make prohibited payments.

Confidential & Proprietary

The FCPA’s anti-bribery provisions are broadly written. A bribe can be “anything of value” given
in an attempt to influence a person’s actions or decisions in order to gain or retain a business
advantage and can include:

• cash
• gifts
• meals
• entertainment
• transportation
• lodging
• excessive promotional activities
• political or charitable donations
• discounts
• employment or business opportunities.

The FCPA sets no minimum value for what can constitute a bribe.

Under the FCPA, the definition of a “foreign official” is broad and by definition is a government
official from outside the United States and its territories. A “foreign official” includes any
elected or appointed government official or government employee from any of the following
entities or anyone acting in an official capacity on behalf of these entities:

a. Any government, government agency, department or branch (including the military and
members of the ruling Royal families);
b. Any government ministry or bureau (including ministries of tourism or government-
controlled visitors’ bureaus);
c. Any federal, state, local or municipal level of government;
d. Any embassy or consulate of any country;
e. Any public international organization, such as the World Bank or United Nations; and
f. Any government-owned or controlled business or enterprise or quasi-government body
– “SOEs.”

Foreign officials also include candidates for public office and party officials.

For further guidance regarding government officials in the United States and its territories,
please consult MIP 80. In addition to prohibiting bribery of foreign officials, the FCPA also
requires that a corporation's books, records and accounts be kept "in reasonable detail" to
"accurately and fairly reflect" its business transactions. The requirement to be accurate and
complete applies to all books and records and encompasses expense reports, invoices and all
business-related documents.

U.K. Bribery Act:

Confidential & Proprietary

Similar to the FCPA, the U.K. Bribery Act prohibits bribery of foreign public officials for the
improper purpose of influencing any decision to benefit the Company. The U.K. Bribery Act
further prohibits the bribery of any person for the improper purpose of influencing any decision
to benefit the Company – thus this law is broader than the FCPA as it specifically prohibits
bribery in the commercial context. Under the U.K. Bribery Act, both the bribe giver and the
bribe recipient can be subject to liability, including criminal prosecution.

The U.K. Bribery Act also mandates that adequate procedures must be adopted by a company
to prevent bribery. The law holds companies, such as Marriott, strictly responsible for “failing
to prevent” a bribe from being paid to obtain or retain business or to gain a business
advantage.

2. Roles & Responsibilities

2.1 All Officers, Directors, Associates & Business Representatives of Marriott

It is the responsibility of all associates, officers, directors or other persons acting on behalf of
Marriott (collectively, “associates”) who may deal with employees of foreign governments,
state-owned entities or commercial entities to become familiar with the restrictions imposed
by the anti-bribery provisions of the FCPA, U.K. Bribery Act and any applicable local anti-
corruption law and to refrain from giving, promising or authorizing anything of value, directly or
indirectly, to a foreign official or to any person in order to obtain or retain business or gain any
other type of competitive advantage.

All associates are responsible for accurately recording all business transactions and keeping
complete and accurate books and records of business expenditures. Associates are required to
accurately document the purpose of a transaction, the provider or recipient of funds, the
accounts to and from which funds are transferred and the entities and departments responsible
for particular transactions.

In addition, managers who are responsible for supervising other associates have a special
responsibility to ensure that associates who report to them understand and comply with all the
anti-corruption laws that may be applicable, including the FCPA and the U.K. Bribery Act.

2.2 Reporting Violations or Suspicious Activity

It is the responsibility of all associates to report any suspected or actual violation of this Policy.
Should an associate become involved in any situation where a request or offer is made for a
bribe, kickback or any other payment the propriety of which is questionable or which may
violate the Policy, or where the associate has any knowledge of such a request or offer, the

Confidential & Proprietary

associate is required to immediately report such information to his or her manager, to the Law
Department or Internal Audit.

Associates may also report any suspected violation of this Policy by using the Company’s
Business Integrity Line. The Company respects the confidentiality of associates who report a
known or suspected violation and has a No Retaliation policy for associates who raise a concern
honestly and in good faith.

2.3 Governance and Training

Legal and Ethical Steering Committee (“LESC”) and Legal and Ethical Compliance Councils
(“LECCs”)

As explained in greater detail in MIP-12, which is incorporated by reference here, the LESC and
the LECCs in each continent are responsible for ensuring the further development and
implementation of an overall legal compliance and ethical conduct program incorporating, at a
minimum, compliance with this Policy.

Finance and Internal Audit

The Finance organization and the Internal Audit Department have shared responsibility for
implementing and monitoring proper accounting controls and procedures as may be necessary
to assess compliance with the applicable law and regulations. Internal Audit further will take
appropriate steps to evaluate compliance with this Policy and when appropriate ensure reports
to the Board of Directors and Audit Committee are timely submitted.

Training

The Law Department and Internal Audit shall oversee the development of a training program to
ensure compliance with this Policy. The LECCs in each continent are responsible for
coordinating with the Law Department and Internal Audit to oversee the development and
implementation of a training program to help educate and ensure compliance with this Policy.

3. Policy Compliance

The Company takes its obligations to comply with anti-corruption and anti-bribery laws with
utmost seriousness. Violations of this Policy can result in disciplinary action, including
immediate termination of employment and referral for prosecution.

Violations of this Policy also may result in criminal prosecution or civil sanctions against the
individuals involved and the Company. Penalties can include significant jail time, millions of
dollars in fines, disgorgement of profits, the risk of private lawsuits, as well as reputational
damage and loss of goodwill. Under certain anti-corruption laws, the Company is not permitted

Confidential & Proprietary

to, and will not, reimburse associates for any monetary fines imposed on the person as a result
of a violation.

4. Documents Associated with this Policy

A Resource Guide to the U.S. Foreign Corrupt Practices Act, published by the U.S.
Department of Justice and Securities and Exchange Commission 2012
The U.K. Bribery Act 2010 Guidance, published by U.K. Ministry of Justice
United States Foreign Corrupt Practices Act Guidance Manual
FAQs regarding Interacting with Non-U.S. Governments, Compliance with Anti-Corruption
and Anti-Bribery Laws (future content)
MIP-12 Legal Compliance Program
FAQs regarding Rewarding Events
Business Integrity Line
MIP-80 Interaction With Government, Political Activity and Political Contributions in the
United States

*In the case of proposed gifts, compliments, meals, entertainment and contributions to
government officials or political persons in the United States and its territories, please
consult MIP-80 and coordinate with Marriott’s Government Affairs Department if
appropriate and necessary before taking any action.
MIP-75 Gift and Entertainment Policy

Confidential & Proprietary