As Adopted February 1, 2016
EJ is committed to conducting business fairly, honorably, with integrity, and in compliance with the laws of every country in which it operates. Bribery is illegal. It can expose the Company to massive fines and other penalties, and it can lead to prison for employees. All EJ directors, officers, and employees must be familiar with and follow each of the requirements described in the EJ AntiBribery and Anti-Corruption Compliance Policy (the “Policy”). Agents, consultants, business partners, and any other persons or entities doing business on behalf of EJ (i.e., third-party intermediaries) must also comply with this Policy
II. POLICY SUMMARY
The Policy can be summarized in three points:
Any attempt to pay, authorize, or promise a bribe, kickback, or any other form of corrupt payment – in any amount – is strictly prohibited. It does not matter if the intended recipient of the bribe works in the public or private sector. It does not matter if the intended recipient conducts business in a country where paying bribes is a common practice, “necessary to get anything done,” or “engrained in the business culture.” And it does not matter if “everyone else is doing it.” No officer, director, employee, or third-party intermediary shall pay, authorize, or promise to give anything of value – whether directly or indirectly through a third party – in order to improperly influence any person or entity to act favorably towards EJ.
To ensure compliance with this Policy, and consistent with our accounting policies, all transactions must be recorded accurately and with sufficient detail to identify the actual purpose for each payment. EJ strictly prohibits any “off-the books” accounts or payments, or making any false, misleading, or incomplete entries in the books and records in an attempt to obscure the actual purpose of a payment. This prohibition applies regardless of the amount of the payment.
III. WHO IS COVERED BY THIS POLICY?
This Policy prohibits bribery and corrupt behavior by:
Acts of bribery and corruption commonly involve public or government officials. This Policy prohibits the payment of bribes – in any amount and at any level – to any public or government officials, including but not limited to the following:
Bribery also can involve corrupt payments to agents or employees of customers or business partners in order to secure an advantage over competitors. This Policy therefore prohibits the payment of bribes – in any amount and at any level – to any private persons, including but not limited to the following:
As noted above, any payment that cannot be made directly to an individual under this Policy may also not be made indirectly, such as to a close relative, through a friend, via the individual’s business, or through some other intermediary.
IV. BRIBERY & CORRUPTION – THE BASICS
Bribery and corruption have a range of definitions in law, but certain fundamental principles apply universally.
Bribery is the offer, promise, giving, demanding, or acceptance of anything of value as an inducement for an action which is illegal, unethical, or a breach of trust.
Corruption consists of an offer, payment, or promise that is intended to induce the recipient to misuse his or her official position, whether as a government official or as the representative or employee of a private business. Acts of bribery and corruption are designed to influence the individual in the performance of their duties and to incent them to act dishonestly.
Importantly, anti-bribery and anti-corruption laws prohibit not only bribes made directly by employees, but also bribes made indirectly through third parties acting on behalf of the Company. In the context of this Policy, third parties are broadly defined to include any person or entity acting on behalf of the Company, including but not limited to agents, brokers, consultants, sales representatives, lawyers, accountants, distributors, and other business partners.
V. WHAT MIGHT CONSTITUTE A BRIBE?
Bribes can take many different shapes and forms, but typically they involve corrupt intent. There will usually be a “quid pro quo” – that is, the bribe will be offered or paid in exchange for some benefit. Bribes can be made by using anything of value, including:
Some examples of improper influence of a public or government official include:
Some examples of improper business advantage include when a government official:
Examples of commercial bribery include:
This Policy cannot cover every situation or provide information on every law that may be applicable where EJ conducts business. If you are ever uncertain, feel uncomfortable about, or question the ethics of any situation or request, you should seek further guidance from the Company. Information on who to contact for additional guidance, as well as other available resources, can be found in the Compliance Hotline and Company Contacts section of this Policy.
VI. ARE BUSINESS COURTESIES PERMITTED?
“Business courtesy” generally refers to something of value that is provided to customers and potential customers as a means of developing a legitimate relationship with that customer. This includes meals, entertainment, discounts on products and services not readily available to the general public, payment of travel expenses, personal favors, and token gifts.
EJ prohibits its employees from corruptly providing business courtesies of any value to any individual, including foreign officials, in exchange for that individual taking some action that benefits EJ. Because some of EJ’s customers and potential customers are state-owned or state-controlled companies, business courtesies to these customers may implicate both U.S. laws (including the FCPA) and local laws.
The Company must take care to ensure that business courtesies do not constitute a corrupt payment to individuals, including foreign officials. Only legitimate and reasonable business courtesies may be provided by EJ employees to customers. A good way to judge the propriety of a contemplated business courtesy is to ask yourself whether it would appear to an objective person that the courtesy was intended to influence the decision maker recipient. Imagine a news story reporting on the gift. Was the value significant? Is the gift similar to Super Bowl or World Cup finals luxury suite tickets? Did the Company have business pending before the recipient? Is there a pending bid for business or some sort of pending regulatory approval?
It is rare that business courtesies are appropriately offered to government officials acting as government officials, but reimbursement of reasonable and bona fide travel, food, lodging, and other comparable expenses for foreign officials, party officials, or candidates may be permissible provided that the business courtesy:
Appropriate gifts or business courtesies will usually be valued at less than $100.00, and any gifts given by EJ employees, as appropriate, should usually bear the EJ logo.
The following gifts, meals, entertainment or business courtesies are never permitted:
Infrequently, it may be appropriate for EJ personnel to pay for travel expenses of officials, customers, suppliers, or other business associates, such as where it is necessary to visit a particular facility for an inspection or for a contract negotiation session. Because such offers in nearly all cases require a non-nominal expenditure, offers to pay for travel-related expenses always require the prior approval of your manager.
In reviewing the travel request, the approver will consider whether:
Paid-for travel for family members generally is inappropriate, and always requires prior approval. In no event is it permissible for EJ personnel to provide a trip as a reward for obtaining or retaining business, or as a reward for the award of previous business.
VII. THIRD-PARTY INTERMEDIARIES
The definition of third-party intermediaries is broad, and could include agents, brokers, distributors, professionals (lawyers/accountants), franchisees, consultants, and joint-venture partners. While use of third parties can help us reach our goals in foreign countries, we need to be aware that these arrangements can potentially present EJ with significant risks because the Company cannot as easily control the actions taken by non-U.S. third parties on the Company’s behalf.
Non-U.S. third parties who act on behalf of EJ must operate at all times in accordance with this Policy. It is imperative that EJ knows and keeps track of the companies with whom it does business and through whom it offers its services. The FCPA, UKBA, and many other non-U.S. jurisdictions outlaw the payments of bribes through third parties to the same extent to as if they were paid directly by EJ. Accordingly, special care and due diligence must be exercised when retaining consultants, agents, and other third party representatives to assist EJ in non-U.S. countries.
It is the policy of EJ that:
The Office of Corporate Compliance will create and maintain a file documenting the due diligence conducted on each non-U.S. third party.
VIII. COMPLIANCE HOTLINE AND COMPANY CONTACTS
Any employee of EJ must immediately report to their manager, or the Office of Corporate Compliance, evidence that a director, officer, employee, agent, representative, or business partner of EJ has violated or may violate this Policy, the FCPA, or any other anti-corruption law. Failure to report such information is cause for disciplinary action up to and including termination. The Company has zero tolerance for retaliation of any kind against any individual who in good faith makes inquiries, reports concerns, or participates in external or internal investigations. Any employee who is concerned about retaliation or feels that he or she has been subjected to such retaliation should immediately contact the Compliance Hotline.
Any questions regarding this Policy or anti-bribery and anti-corruption laws should be directed to Compliance Hotline at firstname.lastname@example.org.
The Compliance Hotline is a toll-free, confidential service set up for employees to report possible violations of the law, this Policy, or other EJ policies regarding ethics. All calls and online reports will be promptly investigated and reviewed at the EJ Corporate Headquarters. Employees may also report issues or problems mail addressed to EJ, Attn: Corporate Compliance, P.O. Box 439, East Jordan, MI 49727.
Contacting the Compliance Hotline:
Email to: email@example.com
English-Eastern Standard Time: Call 1-844-218-3380
French and English-Central European Time: Call +800 3510 3510