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Anti-Bribery and Anti-Corruption Policy

Purpose

The purpose of this policy is to establish controls to ensure compliance with all applicable anti-bribery and corruption regulations, and to ensure that the Company’s business is conducted in a socially responsible manner.

Policy statement

Bribery is the offering, promising, giving, accepting or soliciting of an advantage as an inducement for action which is illegal or a breach of trust. A bribe is an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage.

It is our policy to conduct all of our business in an honest and ethical manner. We take a zero- tolerance approach to bribery and corruption. We are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate and implementing and enforcing effective systems to counter bribery.

We will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate.

Bribery and corruption are punishable for individuals by up to ten years' imprisonment and a fine. If we are found to have taken part in corruption, we could face an unlimited fine, be excluded from tendering for public contracts and face damage to our reputation. We therefore take our legal responsibilities very seriously.

Scope

Who is covered by the policy?

In this policy, third party means any individual or organisation you come into contact with during the course of your work for us, and includes actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies, including their advisors, representatives and officials, politicians and political parties.

This policy applies to all individuals working at all levels and grades, including senior managers, officers, directors, employees (whether permanent, fixed-term or temporary), consultants, contractors, trainees, seconded staff, homeworkers, casual workers and agency staff, volunteers, interns, agents, sponsors, or any other person associated with us, or any of our subsidiaries or their employees, wherever located (collectively referred to as employees in this policy).

This policy covers:

Bribes;
Gifts and hospitality;
Facilitation payments;
Political contributions;
Charitable contributions.

Bribes

Employees must not engage in any form of bribery, either directly or through any third party (such as an agent or distributor). Specifically, employees must not bribe a foreign public official anywhere in the world.

Gifts and hospitality
Employees must not offer or give any gift or hospitality:

which could be regarded as illegal or improper, or which violates the recipient’s policies; or
to any public employee or government officials or representatives, or politicians or political parties; or
which exceeds $200 in value for each individual gift or $200 in value for each hospitality event (not to exceed a total value of $500 in any financial year), unless approved in writing by the employee’s manager.

Employees may not accept any gift or hospitality from our business partners if:

it exceeds $200 in value for each individual gift or $200in value for each hospitality event (not to exceed a total of $500 in any financial year), unless approved in writing by the employee’s manager; or
it is in cash; or
there is any suggestion that a return favour will be expected or implied.

Where a manager’s approval is required above, if the manager is below Director level then approval must be sought from an appropriate Director.

If it is not appropriate to decline the offer of a gift, the gift may be accepted, provided it is then declared to the employee’s manager and donated to charity.

We appreciate that the practice of giving business gifts varies between countries and regions and what may be normal and acceptable in one region may not be in another. The test to be applied is whether in all the circumstances the gift or hospitality is reasonable and justifiable. The intention behind the gift should always be considered.

Within these parameters, local management may define specific guidelines and policies to reflect local professional and industry standards. Where this policy requires written approval to be given, the Company Secretary shall put in place a process to maintain a register of all such approvals.

Facilitation payments and kickbacks

Facilitation payments are a form of bribery made for the purpose of expediting or facilitating the performance of a public official for a routine governmental action, and not to obtain or retain business or any improper business advantage. Facilitation payments tend to be demanded by low level officials to obtain a level of service which one would normally be entitled to.

Our strict policy is that facilitation payments must not be paid. We recognise, however, that our employees may be faced with situations where there is a risk to the personal security of an employee or his/her family and where a facilitation payment is unavoidable, in which case the following steps must be taken:

Keep any amount to the minimum;
Create a record concerning the payment; and
Report it to your line manager.

In order to achieve our aim of not making any facilitation payments, each business of the Company will keep a record of all payments made, which must be reported to the Company Secretary, in order to evaluate the business risk and to develop a strategy to minimise such payments in the future.

Political Contributions
We do not make donations, whether in cash or kind, in support of any political parties or candidates, as this can be perceived as an attempt to gain an improper business advantage.

Charitable contributions

Charitable support and donations are acceptable (and indeed are encouraged), whether of in- kind services, knowledge, time, or direct financial contributions. However, employees must be careful to ensure that charitable contributions are not used as a scheme to conceal bribery. We only make charitable donations that are legal and ethical under local laws and practices]. No donation must be offered or made without the prior approval of [the compliance manager.

All charitable contributions should be publicly disclosed.

Your responsibilities

You must ensure that you read, understand and comply with this policy.

The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for us or under our control. All employees are required to avoid any activity that might lead to, or suggest, a breach of this policy.

You must notify your manager OR the Company Secretary or the confidential helpline as soon as possible if you believe or suspect that a conflict with or breach of this policy has occurred, or may occur in the future.

Any employee who breaches this policy will face disciplinary action, which could result in dismissal for gross misconduct. We reserve our right to terminate our contractual relationship with other workers if they breach this policy.

Record-keeping

We must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties.

You must declare and keep a written record of all hospitality or gifts accepted or offered, which will be subject to managerial review.

You must ensure all expenses claims relating to hospitality, gifts or expenses incurred to third parties are submitted in accordance with our expenses policy and specifically record the reason for the expenditure.

All accounts, invoices, memoranda and other documents and records relating to dealings with third parties, such as clients, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness. No accounts must be kept "off-book" to facilitate or conceal improper payments.

How to raise a concern

You are encouraged to raise concerns about any issue or suspicion of malpractice at the earliest possible stage. If you are unsure whether a particular act constitutes bribery or corruption, or if you have any other queries or concerns, these should be raised with your line manager OR the Company Secretary or through the confidential helpline.

What to do if you are a victim of bribery or corruption

It is important that you tell the Company Secretary or the confidential helpline as soon as possible if you are offered a bribe by a third party, are asked to make one, suspect that this may happen in the future, or believe that you are a victim of another form of unlawful activity.

Protection

Employees who refuse to accept or offer a bribe, or those who raise concerns or report another's wrongdoing, are sometimes worried about possible repercussions. We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken.

We are committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in bribery or corruption, or because of reporting in good faith their suspicion that an actual or potential bribery or other corruption offence has taken place, or may take place in the future. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. If you believe that you have suffered any such treatment, you should inform [the compliance manager] immediately. If the matter is not remedied, and you are an employee, you should raise it formally using the company’s Grievance Procedure.

Training and communication

Training on this policy forms part of the induction process for all new employees. All existing employees will receive regular, relevant training on how to implement and adhere to this policy. In addition, all employees will be asked to formally accept conformance to this policy on an annual basis.

Our zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors and business partners at the outset of our business relationship with them and as appropriate thereafter.

Who is responsible for the policy?

The managing partners have overall responsibility for ensuring this policy complies with our legal and ethical obligations, and that all those under our control comply with it.

The Company Secretary has primary and day-to-day responsibility for implementing this policy, and for monitoring its use and effectiveness and dealing with any queries on its interpretation. Management at all levels are responsible for ensuring those reporting to them are made aware of and understand this policy and are given adequate and regular training on it.

Monitoring and review

The Company Secretary will monitor the effectiveness and review the implementation of this policy, regularly considering its suitability, adequacy and effectiveness. Any improvements identified will be made as soon as possible. Internal control systems and procedures will be subject to regular audits to provide assurance that they are effective in countering bribery and corruption.

All employees are responsible for the success of this policy and should ensure they use it to disclose any suspected danger or wrongdoing.

Employees are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to the Company Secretary.

This policy does not form part of any employee's contract of employment and it may be amended at any time.

Rohde and Liesenfeld Canada Inc. success as a company is built upon a strong foundation of integrity and we are committed to conducting business in accordance with the highest ethical and moral standards. Our Code of Conduct reflects this commitment and our business values guide us and define the principles by which we deliver service excellence each and every day.

At Rhode & Liesenfeld Inc, we comply with all applicable laws and regulations. This includes compliance with all applicable anti-bribery and anti-corruption laws, rules and regulations existing in or applying to jurisdictions in which we operate including the Corruption of Foreign Public Officials Act (Canada), the UK Bribery Act, the US Foreign Corrupt Practices Act and other similar such laws against corruption, money laundering prevention, terrorism and bribery funding in Chile, Argentina, Uruguay and Bolivia. We recognize these local laws may, in some instances, be less restrictive than the principles set forth in this policy. As applicable laws, rules and regulations vary between jurisdictions and may have extra-territorial application, R&L and its employees and business associates will be expected to comply with the principles set out in this policy in respect of its and their conduct in all jurisdictions where we operate, even where compliance with this policy prohibits conduct that may otherwise be permitted by the local law of a particular jurisdiction

R&L employees and any business associates working on R&L’s behalf may not offer, promise or give a bribe to anyone, and may not request, agree to accept or take a bribe from anyone. Bribery is a crime in all countries where R&L operates and penalties can be severe including prison sentences and large financial penalties. Depending on the circumstances, these penalties can be applied to the company and its directors and officers or employees and business associates or a combination of any of them. In certain jurisdictions, a company can also be held liable for failing to prevent acts of bribery by those working on its behalf. To defend itself against these types of claims, R&L must put in place adequate procedures designed to prevent bribery by those acting on its behalf.

The purpose of this global policy is to assist in the prevention of bribery and corruption in R&L’s business dealings. This policy provides information and guidance on how to recognize and deal with bribery and corruption and ensures that all individuals have a clear and consistent understanding of their responsibility for following and upholding the policy.

Any questions regarding compliance with this global policy should be addressed with your manager following our confidential process.

Any changes in local regulations that render this policy non-compliant with local regulations must be reported to your manager to facilitate the amendment of this policy to incorporate the change and strengthen the global policy.

This policy applies to all R&L employees and business associates.

R&L is defined to include Rohde and Liesenfeld Canada Inc. and its subsidiaries or joint ventures over which R&L has a controlling interest.

For the purposes of this policy Rohde and Liesenfeld Canada Inc. and business associates is defined to include:

Employees, officers, and directors of Rohde and Liesenfeld Canada Inc.
Contractors, consultants or suppliers and their respective employees who are our agents or who are working on our behalf or in our name
Businesses and their employees or individuals to which Rohde and Liesenfeld Canada Inc. may outsource its services, processes or any business activity
Independent contractors, consultants or suppliers and their employees who will be required to act consistently with this policy when acting on our behalf

All Rohde and Liesenfeld Canada Inc. employees and business associates must comply with this policy and are required to act consistently with this policy when acting on Rohde and Liesenfeld Canada Inc. s behalf. Independent contractors, consultants or suppliers will be made aware of this policy, as it applies to our people in their dealings with them. Joint venture companies and joint venture partners not under Rohde and Liesenfeld Canada Inc.’s control are encouraged by R&L to adopt a similar policy and procedures to prevent bribery and corruption.

Bribery and corruption – What does it mean?

Under our global policy bribery occurs when one person offers, pays, seeks or accepts a payment, gift, favor, or a financial or other advantage from another to improperly influence a business outcome, or to induce or reward improper conduct. Corruption is the misuse of public office or power for private gain within the realm of government, or the misuse of private power for gain in relation to commercial business.

Bribery and corruption – whether involving government officials or commercial entities, including joint ventures – can be direct or indirect through third parties such as agents, brokers and joint venture partners.

A bribe may be paid or received, is not limited to money, and can include anything of value such as:

Gifts
Corporate meals, hospitality or entertainment
Payment or reimbursement of expenses
Charitable donation or social contribution
Offer of employment for an individual or relative
Offer of scholarships to an individual

Examples of bribes:

Offering a bribe: You offer a potential customer tickets to a major sporting event, but ONLY if the customer agrees to do business with us.

Receiving a bribe: A supplier offers a job to your relative but makes it clear they expect you to use your influence to return the favor by ensuring we start (or continue) to do business with them.

Bribing a government official: You are asked to make a payment directly to a customs official to speed up the administrative process of clearing our property through customs.

A non-comprehensive list of potential “red flags” which may indicate bribery or corruption is listed in Appendix A at the end of this policy.

Guidelines to mitigate typical bribery and corruption risks

Gifts and Hospitality

Our global policy does not prohibit normal and appropriate gifts, hospitality, entertainment and promotional or other similar normal course business expenditures. The practice of giving gifts and hospitality is recognized as an established and important part of doing business.

However, to avoid committing or creating the perception of committing a bribery offence, the gift or hospitality must:

Be justifiable in all circumstances
Be of reasonable value
Be intended to improve the image of the commercial organization, better present its products and services, or establish cordial relations

To be acceptable, gifts and hospitality whether being given or received must also meet all of the following requirements:

Must be given in R&L’s name
Must be for a bona fide business Not made with any intentions to influence or reward a third party for obtaining or retaining business or an exchange of favors. Avoid requesting or soliciting gifts or hospitality from an individual or organizations
Must not be given or received frequently between the same individuals
Must not be cash or a cash equivalent
Must not be given or received to/from individuals or individuals in businesses that are actively engaged in, or have a relation with, a bidding or tender process

The type and value of the gift or hospitality item must be commensurate with the reason behind the gift. The gift or hospitality must not be inappropriate or indecent in order to avoid reputational damage to R&L’s name.

Must be properly recorded and disclosed:

Never engage in personal payment for any gift or hospitality to avoid the approval process or recording requirements
Gifts offered or considered for acceptance should be discussed with your manager to determine whether such gifts are acceptable under reasonable standards considering the nature, value and frequency, and whether they enhance the business When in doubt regarding the nature, value, or timing of the gift, your manager should confer further with your legal, internal audit, or human resources representative to determine the appropriateness of receiving such gift under the business circumstances
Must comply with local laws and rules of the giving and the receiving organization and the guiding principles set in this policy

If you are ever unsure of what to do in any situation, take the time to ask before you act. If you have a concern about something that you think may be unethical, we value your input. Talk to your manager, legal, internal audit or human resources representative.

Responsibility Of Policy

At R&L we all share the accountability and responsibility for our policy against bribery and corruption.

Internal Audit – includes a review of the effectiveness of the policy as part of their annual risk assessment process and periodically monitors compliance and reports their findings directly to the Audit Committee

Management – is responsible for the implementation of the policy and all communication and training activities in relation to the policy to ensure that those reporting to them are made aware of, and understand, this policy. Management is responsible for the internal controls related to this policy.

Individuals – each of us is responsible for preventing, detecting and avoiding any activity that may lead to, or suggest, a breach of this policy and for reporting any violation or suspected violation of this policy. A non-comprehensive list of potential red-flags is provided in Appendix A to assist you in identifying situations that may raise concerns.

Reporting violations

If you have any suspicions or concerns regarding conduct to which this policy applies, or if you become aware of any action in conflict with this policy, you must report those concerns or actions to your manager, internal audit, human resources.

Investigations

The identity of any person filing a report will be treated as confidential to the extent possible and will only be revealed on a need to know basis or as required by law or court order.

Consequences

Failure to comply with this policy may result in disciplinary consequences up to and including termination of employment. In cases where the conduct violates applicable laws, rules and regulations, R&L may also refer the matter to appropriate regulatory authorities, which could result in penalties, fines or imprisonment.

Record keeping

Books and records must be kept in reasonable detail, which accurately and fairly reflects all payments, transactions and dispositions of assets and to clearly identify the purpose of such events. Gifts and hospitality received must be appropriately disclosed and reported to your manager. No accounting record or other document related to any transaction shall be falsified in any manner, which may obscure or disguise the true nature of the transaction.

Risk mitigation procedures at R&L

Monitoring and preventative controls exist at R&L to further enhance risk mitigation and include the following:

R&L shall regularly identify bribery and corruption risks in its business and implement adequate risk-based procedures aimed at preventing bribery and corruption from occurring
R&L shall maintain adequate books and records which properly and fairly document all transactions. We will maintain written evidence to record compliance with this policy
Internal control systems and procedures will be periodically audited to provide assurance that they are effective in countering bribery and corruption
Anti-bribery and anti-corruption training programs will be periodically audited to ensure that effective training is provided to all
Appropriate due diligence will be applied before engaging any consultant or agent, entering into any joint venture relationship or participating in any merger or acquisition to prevent the acquisition of bribery and corruption related liabilities
Employees and business associates (including agents, consultants and contractors of R&L) will be provided a copy of this Key employees with exposure to red flag areas and significant business associates will also be advised when the policy is amended and will provide an annual written certification of compliance with this policy
Training on this policy will form a part of the hiring process for all new employees, officers, directors, agents, consultants and contractors of R&L
Periodic refresher training will be provided to those individuals deemed to be at a higher risk with more exposure to the red flag areas

Potential red flags

The following is a list of situations that may arise during the course of business at R&L that may raise concerns under our global anti-bribery and anti-corruption policy. Of course this list is only indicative for illustrative purposes only and is by no means intended to be an exhaustive list of all possible problem areas:

Use of an agent or consultant with a poor reputation or with links to government officials or politicians
Unusually large commission payments or commission payments where the agent or consultant does not appear to have provided significant services
Cash payments or requests for cash payments
Payments without adequate paper trails or compliance with normal internal controls
Bids for services where the amounts bid are significantly in excess of prevailing levels
Unusual bonuses for which there is little support
Payment arrangements directed to third party countries or to offshore accounts
Unexplained preference for certain contractors or suppliers
Requests made by third parties that contributions be made to charitable organizations
Refusal of third parties to acknowledge and adhere to our policies
Requests for payments outside the standard terms and conditions of third party or supplier contracts
Multiple intermediaries to provide the required services
Payment requested by individuals where it is reasonably apparent that they do not have organizational authority to deal with the payments

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2016-05-28 21:00:58 MST

Anti-Bribery and Anti-Corruption Policy Uploaded by Jan Beringer Bryan - [email protected] IP 204.237.80.62