POLICY PERSPECTIVE

This Ethics and Compliance Policy (this “Policy”) sets forth the duties of NCR’s Ethics & Compliance Office (the “E&C Office”) and the organization of NCR’s Ethics & Compliance Program (the “Compliance Program”).

POLICY

The E&C Office, led by NCR’s Chief Ethics & Compliance Officer, shall manage the day to day functions of the Compliance Program.  The Compliance Program shall oversee NCR’s compliance with NCR’s Code of Conduct and Shared Values and NCR policies (collectively, the “NCR Compliance Mandates”).

POLICY STATEMENTS


1.                All NCR directors, officers, employees, contractors, agents and all third parties representing or acting on behalf of NCR (collectively, “NCR Associates”) are required to conduct themselves in accordance with the NCR Compliance Mandates.

2.               The E&C Office.

2.1.          The E&C Office shall manage the day to day functions of the Compliance Program.

2.2.          The E&C Office shall periodically review the NCR Compliance Mandates and propose revisions thereto, including adoption of new policies and revisions to NCR’s Code of Conduct.

2.3.          The E&C Office shall answer inquiries from NCR Associates regarding the NCR Compliance Mandates.

2.4.          The E&C Office shall oversee the investigation of allegations of violations of the NCR Compliance Mandates.

2.5.          The E&C Office shall opine on disciplinary actions and other recommendations in response to violations of the NCR Compliance Mandates.

2.6.          The E&C Office shall develop compliance training programs, including annual Code of Conduct Training.

2.7.          The E&C Office shall conduct root cause analysis of substantiated reports of violations of the NCR Compliance Mandates and shall develop communications, bulletins and trainings in response thereto.

3.               The Compliance Program.

3.1.       The E&C Office shall establish committees to oversee NCR’s various compliance requirements.  Each committee shall have its own compliance mandate.  Initially, there shall be four committees:

3.1.1.     The Ethics Committee, which shall oversee NCR’s compliance with the Ethical Mandates and NCR policy and shall be comprised of a cross-functional team of NCR Associates.

3.1.2.     The Anti-Trust Committee, which shall oversee NCR’s compliance with NCR anti-trust policies and applicable anti-trust law and regulation and shall be comprised of a cross-functional team of NCR Associates.

3.1.3.     The Export/Import Committee, which shall oversee NCR’s compliance with applicable export/import laws and regulations and shall be comprised of a cross-functional team of NCR Associates.

3.1.4.     The Payments Committee, which shall oversee NCR’s compliance with applicable payments industry requirements, including applicable laws and regulations as well as NCR’s contractual KYC/CIP obligations and shall be comprised of a cross-functional team of NCR Associates.

3.2.        The Board of Directors’ Committee on Directors and Governance shall oversee the Compliance Program, other than its handling of cases involving fraud, which shall be overseen by the Board of Directors’ Audit Committee.