Purpose, scope, and responsibility

Our Anti-Bribery and Corruption Policy lays out the principles that rule our conduct in order to: a) comply with the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act and similar anti-corruption laws worldwide and b) more broadly, reinforce our intention and obligation to act honestly and ethically in all of our business dealings.

Bribery is offering, giving, or receiving anything of value with the intention of inducing a person to act or to reward a person for having acted. It is important to understand that a corrupt act has occurred even if:

• A bribe does not succeed. 
• A person authorizes or provides direction for a bribe, but no bribe is ultimately offered or paid.

“Anything of value” includes, but is not limited to:

• Cash, cash equivalents (such as gift certificates/cards), stock, personal property, and assumption or forgiveness of a debt.
• Gifts, meals, entertainment, and travel—Any corporate travel, gifts, entertainment, and meals must be proportionate to the occasion and comply with the gift & entertainment policy/standards applicable to your location.
• Political contributions.
• Charitable contributions—if made to a charity at the direct request of a government official or private business partner, it could be considered an indirect bribe made in order to obtain or retain business or to secure other improper business advantage.
• Job offers or internship awards—offers to Government Officials (or their relatives) can present a risk of violating anti-bribery or anti-corruption laws and regulations. Compliance must be consulted prior to making such offers.

Corruption is dishonest or fraudulent conduct by those in power, typically involving bribery.

Third parties

Companies cannot avoid liability by using a third party to give or receive a bribe. A third party includes, but is not limited to consultants, agents, representatives, subcontractors and subadvisors.

We must clearly convey to third parties representing the Company that we expect them to comply with our Bribery and Corruption Policy. In some jurisdictions, the Company can be convicted of a criminal offense if it fails to prevent bribery carried out on its behalf by a third party even if no one in the Company had actual knowledge of the bribe.

Whenever the Company seeks to engage a third party in which the third party may interact with a Government Official for or on behalf of the Company, the following guidelines apply:

1. Due diligence should be performed to ensure that the third party is a bona fide and legitimate entity; is qualified to perform services for which it will be retained; and maintains standards consistent with the legal, regulatory, ethical and reputational standards of the Company.
2. Agreements with third parties must be in writing and should contain provisions related to the following, based on corruption risk present in the third-party relationship:
   • A representation that the third party will remain in compliance with all relevant anti-corruption laws, including the FCPA.
   • A provision that requires the third party to respond to reasonable requests for information from the Company regarding the work performed under the agreement and related expenditures by the third party.

Reporting violations

Employees and representatives should seek clarification on any questions or concerns regarding activities under consideration or the interpretation of any law. If you are offered a bribe from a person or entity doing business with or seeking to do business with the Company, report it immediately to our Chief Operations Officer. If you are offered something of value and are uncertain whether you are allowed to accept it, refer to the gift & entertainment policy and standards applicable to your location, or check with your leader or our Chief Operations Officer.  Violation reports are always treated as anonymous. Our Whistleblower Policy protects employees who report concerns in good faith.