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POLITICAL ACTIVITIES POLICY

February 16, 2012

Applicability

This Political Activities Policy (this "Policy") governs the making of corporate political contributions and other campaign expenditures by R.R. Donnelley & Sons Company and its subsidiaries (the "Company"). Unless otherwise noted, this Policy applies to both U.S. and international markets.

Definition of Political Contribution

For purposes of this Policy, a "Political Contribution" is any gift, loan, advance or deposit of money or anything of value, made: (a) for the purpose of influencing any policymaking, federal, country, state or local election for political office or ballot initiative; or (b) to pay any debt incurred in connection with any such election or ballot initiative.

Corporate Political Activities

Philosophy
Because public policy issues have the potential to impact the Company's business, its employees, customers and the communities in which the Company operates, in certain cases it may be appropriate and in the Company's best interests to use its resources to make Political Contributions.


Political Contribution Approval Guidelines
Any Political Contribution made by the Company must be approved in advance by the SVP, Public Affairs, and must support a political candidate, political party or ballot initiative that the SVP, Public Affairs determines is beneficial to the interests of the Company. In making such determination, the SVP, Public Affairs may examine many factors, including, but not limited to, the merits of the candidate, election or ballot initiative, the value of the contribution to the election or ballot initiative, the quality and effectiveness of the organization to which the contribution will be made and the appropriateness of the Company's level of involvement in the election or ballot initiative. The SVP, Public Affairs shall also, as may be appropriate, consult with members of the Company's legal department, compliance personnel or management team.

All Political Contributions must:

  • comply with the Foreign Corrupt Practices Act and all other applicable laws and regulations in the jurisdictions in which the contributions are made;
  • adhere to this Policy and the Company's Principles of Ethical Business Conduct; and
  • avoid being made through a conduit or intermediary organization when possible.


Industry and Trade Groups
The Company is a member of numerous industry and trade groups. Such organizations take a wide variety of positions on a number of matters, not all of which are supported by the Company. Although these are not primarily political organizations, a portion of the dues that the Company and other participants pay could be part of the fund that the organizations use, in their discretion, to fund political activities.

Except as specifically permitted by the SVP, Public Affairs, the Company may not belong to any industry or trade group that has annual dues in excess of $50,000.

The RR Donnelley Good Government Fund (Political Action Committee)

Eligible Company employees, directors and shareholders may contribute voluntarily to the RR Donnelley Good Government Fund (the "GGF"). The GGF is a non-partisan fund used to make contributions to U.S. federal and, where permitted, state candidates, parties and political committees. Any employee may refuse to contribute to the GGF without fear of reprisal. A board of directors oversees contributions from the GGF. The SVP, Public Affairs makes reports to the Corporate Responsibility and Governance Committee of the Board of Directors on the activities of the GGF.

Employee Political Activities

Employees have the right to participate individually in the political process, and to make voluntary contributions of their non-working time and personal resources to support candidates and political parties of their choice. The Company encourages employee involvement in the political process, but these activities must not in any way suggest Company support or use Company resources.

What it means

  • Except as specifically permitted by the SVP, Public Affairs and only to the extent allowed by applicable law,
    • the Company does not allow use of company workplaces, equipment or other resources for political campaign, fund-raising or political purposes, and
    • the Company does not permit employee participation in political activities during paid working hours.
  • Employees engaging in political activities are expected to do so as private citizens, and must at all times make clear that their views and actions are their own, and not those of the Company and must at all times comply with Company policies and state and local laws (e.g., those that govern public sector procurement).
  • Employees must not use their position with the Company to coerce or pressure other employees to make contributions to or support or oppose any political candidates, elections or ballot initiatives.
  • Employees engaging in political activities must also adhere to the applicable provisions of the Company's Principles of Ethical Business Conduct.

Permitted Activities

This Policy does not prohibit or restrict the lawful activities or uses of Company resources by the Company and/or the GGF including the following:

  • The activities of the SVP, Public Affairs, the GGF or the GGF board;
  • The use of Company resources and facilities for GGF fundraising or GGF-sponsored meetings, events and activities;
  • Company communications on issues of concern to the Company or its employees; and
  • Other lawful activities or uses of Company resources that are consistent with this and other policies.
Oversight

The SVP, Public Affairs will report annually to the Corporate Responsibility and Governance Committee of the Board of Directors regarding the Company's compliance with this Policy.

Disclosure

The following shall be disclosed on a timely basis on the Company's external website:

  • this Policy, as it may be amended from time to time;
  • the Company's direct Political Contributions made during the preceding twelve months, listing for each contribution, the recipient or entity's name, state and party affiliation as well as amount and date of contribution; View Direct Corporate Contributions
  • the Company's Political Contributions made during the preceding twelve months to any organization in the United States required to report their contributions and expenditures to the Internal Revenue Service under Internal Revenue Code Section 527 totaling $50,000 or more; View Political Corporate Contributions
  • a link to the Federal Election Commission website that lists all Political Contributions made by the GGF; and
  • an annual report, beginning with the fiscal year ended December 31, 2012, of those industry or trade groups in which the Company is a member and pays annual dues of $50,000 or more and the amount of dues that were reported to the Company as being used for lobbying expenditures or political contributions by such industry or trade groups that, if made directly by the Company, would not be deductible under Internal Revenue Code Section 162(e)(1).
Amendments to this Policy

Amendments to this Policy must be approved by the Board of Directors, or the Corporate Responsibility and Governance Committee acting on its behalf.


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