Dole Food Company, Inc. and its Consolidated Subsidiaries

Transcription

1 Dole Food Company, Inc. and its Consolidated Subsidiaries COMPLIANCE MANUAL FOREIGN CORRUPT PRACTICES ACT UNITED KINGDOM S BRIBERY ACT June 6,

2 1. INTRODUCTION This Manual provides guidance for our compliance with anti-corruption and anti-bribery laws and related Dole policies. These laws and policies apply wherever Dole Food Company, Inc. ("Dole") and its consolidated subsidiaries conduct business throughout the world. This Manual sets forth the procedures to be followed by directors, officers, employees and agents of Dole Food Company, Inc. and its consolidated subsidiaries (collectively, the "Dole Companies" and individually, a Dole Company ), and any stockholder of a Dole Company acting on behalf of such company, and should be read in conjunction with the Code of Conduct. This Manual summarizes the applicable provisions of: Dole s Code of Conduct; The Foreign Corrupt Practices Act of 1977, as amended in 1988 and 1998 ("FCPA"); and The United Kingdom s Bribery Act of 2010, effective as of July 1, 2011 ( UK Bribery Act ). This Manual is not meant to be a definitive treatise on the FCPA or the UK Bribery Act, or their application to Dole. Rather, it is meant to provide guidance to the Company in our effort to comply with all applicable laws and with our Code of Conduct. In an effort to assure full compliance, this Manual takes a broad view of the FCPA and the UK Bribery Act, and we should therefore assume that all of the Dole Companies and everyone acting on their behalf are subject to these laws. 2. FINES, PENALTIES AND DISCIPLINARY ACTION 2.1. FCPA PENALTIES Companies that violate the FCPA anti-bribery provisions are subject to criminal fines of up to $2,000,000 per violation. Willful (or knowing) violations by an officer, director, employee or agent, or a stockholder acting on behalf of that company, may be subject to criminal prosecution, with fines up to $250,000 and/or imprisonment for up to five years for each violation. The criminal penalties for the willful violation of the FCPA s books and records provision or willfully and knowingly making, or causing to be made, a false or misleading statement in any application, report or document to be filed are even more severe: up to $25,000,000 for public companies and up to $5,000,000 and 20 years in prison for individuals. The FCPA also allows for civil penalties. Individual officers, directors, employees and agents, and stockholders acting on behalf of a Dole Company, should note that the FCPA prohibits Dole from providing indemnity for any of the fines levied against them as individuals

3 2.2. UK BRIBERY ACT PENALTIES The UK Bribery Act carries unlimited fines for companies and unlimited fines and/or up 10 years imprisonment for individuals IMPLICATIONS OF THE RACKETEERING INFLUENCED OR CORRUPT ORGANIZATIONS ACT ("RICO") AND OTHER U.S. CRIMINAL LAWS; AND POTENTIAL CIVIL DAMAGES Additional punishment may come in the form of a civil or criminal "RICO" action filed against a company or its individual directors and employees. Successful plaintiffs have used FCPA violations as the basis for civil claims under the Racketeer Influenced or Corrupt Organizations Act ("RICO"). Under RICO, a plaintiff can recover three times its actual damages for any loss of business arising from a defendant's actions in violation of the FCPA. The U.S. Government may also bring a criminal RICO action, the penalties for which include up to 20 years imprisonment and/or forfeiture of any proceeds gained from the illegal act. A violation of the FCPA's antibribery provisions will almost invariably involve violations of other U.S. federal criminal statutes as well. Thus, a single act of bribery could result in imprisonment and criminal fines well in excess of the already substantial penalties that apply to a violation of the FCPA itself. There could also be civil litigation, such as shareholder derivative lawsuits, after a company is found liable for violations of anti-bribery laws. Plaintiffs may sue a company and its board of directors for failure to implement necessary oversight and anti-bribery compliance practices DISCIPLINARY ACTION The penalties for violating the FCPA are severe. Compliance by the Dole Companies, and their directors, officers, employees and agents with both the FCPA and the UK Bribery Act, and by any stockholder of a Dole Company acting on behalf of such company, is therefore essential. Given the serious nature of a violation, an employee s failure to comply these laws or with our Code of Conduct and anti-bribery policies, whether intentionally or by an act of negligence, will be subject to appropriate disciplinary action, up to and including termination. 3. DOLE S CODE OF CONDUCT Our Code of Conduct includes three sections specifically setting forth Company policy related to the FCPA and the UK Bribery Act. Those sections are summarized below. The Code should be consulted for a full discussion of these policies. 1. Payments or Gifts to Government Officials or Employees: No employee or director shall directly or indirectly give, offer or promise any form of bribe, gratuity or kickback to a United States federal, state or local government official or employee, or to any non-united States government official or employee

4 Dole employees and directors must not give gifts or provide entertainment to government officials and employees unless approved by the Corporate Legal Department and the Divisional Senior Management for the applicable business unit. No employee or director shall directly or indirectly pay, give or offer money or anything of value to any government officer, employee or representative, or to any political party or candidate for or incumbent in any political office, in order to assist in obtaining permits or other government authorizations, or retaining or directing business. 2. Bribes, Kickbacks and Facilitating Payments Are Not Tolerated at Dole: No employee or director shall directly or indirectly give, offer or promise any form of bribe, gratuity or kickback to any foreign or U.S. government official, employee, vendor, supplier, political candidate or any other individual. Regardless of where we are located, Dole has adopted a zero-tolerance policy for any form of bribery or kickback. Facilitating payments are not permitted, even if legal and/or customary in the relevant country. 3. Anti-Corruption Laws: We are dedicated to complying with all anti-corruption laws including the FCPA and the UK Bribery Act that apply to Dole s operations worldwide. If you have any doubts about whether the action you are contemplating is legal, consult with Dole s Corporate Legal Department before proceeding. 4. THE FCPA The FCPA consists of two basic parts: (1) anti-bribery provisions that prohibit payments to foreign government officials to obtain business, and (2) internal accounting control provisions which require the establishment of adequate accounting controls so that senior management is aware of the amount and purpose of all corporate disbursements SUMMARY OF THE FCPA S ANTI-BRIBERY PROVISIONS The FCPA prohibits: 1. a) any issuer (i.e., a corporation with securities registered in the U.S. or required to file periodic reports with the SEC, like Dole Food Company, Inc.), and any director, officer, employee or agent of such issuer or any stockholder thereof acting on behalf of such issuer, or b) any domestic concern, or any officer, director, employee or agent or stockholder acting on its behalf 2. from taking any action in furtherance of - 4 -

5 3. an offer, payment, gift, promise to pay or give, or authorization of the giving of anything of value 4. a) to any foreign official, political party, party official, candidate for public office, or official of a public international organization (a Foreign Official ) or b) to any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to a Foreign Official for purposes of (i) influencing any act or decision of such Foreign Official, (ii) inducing such Foreign Official to do or not to do any act in violation of his or its lawful duty, or (iii) inducing such Foreign Official, party or candidate to use his or its influence with a foreign government or an agency or instrumentality of a foreign government to affect or influence any act or decision, in order to assist the domestic concern in obtaining or retaining business for or with, or directing business to, any person. In short, offering to provide a Foreign Official anything of value in order to get business, retain business, or to secure a business advantage -- either by you doing so directly or through an intermediary such as an agent or distributor -- is a crime INDIVIDUAL ELEMENTS OF FCPA ANTI-BRIBERY PROVISIONS Each of the elements of the FCPA anti-bribery provisions is discussed separately in detail below. Element No. 1: To whom does the FCPA apply? a) Any company or person physically present in the United States The FCPA applies to all companies and individuals physically present in the United States. b) Any domestic concern, or any officer, director, employee or agent or stockholder acting on its behalf Persons covered include: U.S. companies, public and private; all officers, directors, employees, and agents and stockholders acting on behalf of U.S. companies; and U.S. citizens, whether resident in the U.S. or in a foreign country. Thus, Dole, its officers, directors, employees, and agents and stockholders acting on behalf of Dole, and Dole's domestic subsidiaries and their officers, directors, employees and agents and stockholders acting on their behalf, are all covered. This coverage extends to prohibited activities of such U.S. persons that take place entirely outside of the United States. While the FCPA does not expressly apply to foreign subsidiaries and affiliates of U.S. companies, it does expressly apply to foreign citizens and companies, not resident in the U.S., who are also stockholders, directors, officers, employees or agents acting on behalf of a U.S. company in certain circumstances. The 1998 amendments to the FCPA make this doubly clear insofar as they explicitly provide for both civil and criminal penalties for foreign - 5 -

6 agents acting overseas on behalf of U.S. companies. In addition, the Department of Justice takes the position that foreign companies and individuals can be prosecuted on charges of aiding and abetting a conspiracy with a "domestic concern" (i.e., a U.S. company). Accordingly, you should assume that all of the Dole Companies and everyone acting on their behalf are subject to the FCPA. Element No. 2: From taking any action in furtherance of This phrase extends the reach of the prohibitions stated in the FCPA to include any conduct which facilitates the proscribed act or carries it one step further. Thus, it is not necessary to actually offer or pay a bribe. A single telephone call, use of the U.S. mail or banking systems, in furtherance of the corrupt offer or payment, may be enough to trigger potential civil and criminal liability under the FCPA. Element No. 3: an offer, payment, gift, promise to pay or give, or authorization of the giving of anything of value This language makes clear that nothing of value need actually be received by a foreign official for a violation to occur. This language also makes a payment unlawful whether it is direct or indirect, and whether it consists of money or something else which has any value. A violation has occurred at the moment an offer is made to pay a government official (or any one of the other recipients listed in elements 4(a) and 4(b) below.) Element No. 4(a): to any foreign official, political party, party official, candidate for public office, or official of a public international organization This is the first category of recipients to whom the FCPA prohibits the making of payments. Remember that a commercial enterprise in a foreign country may be under partial or total state ownership, and thus may itself be deemed a government "instrumentality" whose employees are "Foreign Officials" within the meaning of the FCPA. Element No. 4(b): or to any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any Foreign Official This second category of forbidden recipients effectively prohibits "third party bribery," i.e., the paying of a bribe to someone in the first category through an intermediary. There is no limitation under this category: it consists of "any person" to whom something of value is offered, promised or paid. Common examples would include foreign agents or distributors. Thus, a company cannot insulate itself from liability by hiring someone else to pay a bribe. The law states that the payer must "know" that the money or thing of value will be offered, given or promised to a Foreign Official. This statutory requirement, that the payer "know," should not be taken literally. As defined in the FCPA, a person "knows" if the person is aware that a prohibited conduct, circumstance or result exists. Indeed, a person is deemed to "know" of the existence of a particular circumstance (such as an offer or payment) if the - 6 -

7 person is aware of a high probability of the existence of such circumstance. Thus, mere suspicion may equal "knowledge" as defined in the FCPA. In effect, the payer cannot protect himself from liability by deliberately avoiding knowledge or engaging in willful blindness. On the contrary, the "knowing" standard imposes an obligation to inquire if there are grounds to suspect that an improper payment may be made. Failure to do so may result in the allegation that the payer has violated the FCPA by deliberately or willfully ignoring facts and circumstances which would have led a reasonable person to conclude that it was likely that a payment would be passed on to a Foreign Official. In short, if you suspect that an improper payment may be made on behalf of a Dole Company, you cannot "hide your head in the sand." Rather, you must inquire to determine the true facts. Element No. 5: for purposes There are essentially two separate components here. i. of influencing any act or decision of such Foreign Official; ii. inducing such Foreign Official to do or not to do any act in violation of his or its lawful duty; or iii. inducing such Foreign Official to use his or its influence with a foreign government or an agency or instrumentality of a foreign government to affect or influence any act or decision, in order to assist the domestic concern in obtaining business for or with, or directing business to, any person. First, the payment must be made either (1) to influence an act or decision to be made in his official capacity by the official receiving the payment, (2) to induce him to violate his lawful duty, or (3) to induce him to use his influence with others to affect an act or decision of a foreign government. This includes any payments made to induce an official to violate his lawful duty by not acting. The prohibition extends as well to any efforts to affect or influence an agency or instrumentality of a foreign government, such as a state-sponsored, stateowned or partially owned commercial activity or business. Second, there must be a "business purpose," whether it is to obtain business, retain business, direct business to "any person," or obtain a business advantage. If there is a corrupt payment, the "business purpose" will invariably be inferred

8 5. THE UK BRIBERY ACT 5.1. SUMMARY OF THE UK BRIBERY ACT S PROVISIONS The Bribery Act defines four offenses: 1. Offering or paying a bribe; 2. Requesting or receiving a bribe; 3. Bribing a foreign public official or a private individuals or commercial organizations; and 4. Corporate liability for failing to prevent bribery due to inadequate procedures INDIVIDUAL ELEMENTS OF UK BRIBERY ACT PROVISIONS Each of the elements of the UK Bribery Act provisions is discussed separately in detail below. Element No. 1: To whom does the UK Bribery Act apply? The UK Bribery Act covers a company that either carries on a business, or part of a business in the UK or is incorporated in the UK (herein referred to as UK Covered Activities ), regardless of where the underlying acts or omissions take place. This means that if a Dole Company carries on a business in the United Kingdom (i.e., selling product into the United Kingdom or carrying on other business activities), then the UK Bribery Act may apply. As with the FCPA, you should therefore assume that all of the Dole Companies and everyone acting on their behalf are subject to the UK Bribery Act. Once it is determined that the UK Bribery Act applies, the act of bribery may occur anywhere in the world. As with the FCPA, UK regulators will deem a violation to have occurred even if the events occurred outside of the UK. In addition to company liability, individuals can be guilty of an offense even if no act or omission was in the UK, if: - the conduct would have been illegal in the UK, and - the individual has a close connection to the UK; e.g., UK national or person resident in the UK. Finally, companies may be liable for acts of its associated persons wherever in the world these acts occur. An associated person is defined broadly as any person who performs services for or one behalf of the company. Associated persons may therefore include third parties: consultants, agents, suppliers, and distributors. Under the broad scope of the UK Bribery Act, an associated person can create liability for a Dole Company engaged in UK Covered Activities by offering a bribe anywhere in the world as long as that associated - 8 -

9 person was providing services for that Dole Company. Therefore, it is critical to do the necessary due diligence and anti-bribery training for any such third parties acting on behalf of any Dole Company. Element No. 2: Offering or Paying a Bribe Requesting or Receiving a Bribe Unlike the FCPA, the UK Bribery Act not only applies to offering or giving a bribe but also to requesting or receiving a bribe. The bribe does not have to have taken place. Just the offer or request is enough. A bribe is defined as a financial or other advantage (1) intended to induce improper performance from someone or (2) intended to obtain a business advantage from a governmental official. Like under the FCPA, the bribe can be anything of value and is not limited to money. Element No. 3: Bribing a Foreign Corporate Official or Someone Else A person is guilty of an offense if his intention is to influence a foreign public official or if his intention is to induce improper performance from someone. The definition of foreign public official is broad, as under the FCPA, and can include employees of state-owned entities as well as all levels of governmental employees and officials in public organizations and agencies. The UK Bribery Act also applies to bribes of private individuals and commercial organizations, in addition to bribes of public officials. Element No. 4: Failing to Prevent Bribery Through Inadequate Procedures A company can be found strictly liable for failing to prevent bribery. A violation can occur even if the company had no knowledge that bribery was going to take place. Therefore, it is critical that all third parties that perform services on behalf of a Dole Company be made aware of our Code of Conduct and anti-bribery policies. The only defense of a company engaged in UK Covered Activities for failure to prevent bribery is the ability to show that adequate preventative procedures were in place, implemented and monitored. 6. ACCEPTABLE PAYMENTS 6.1 LAWFUL PAYMENTS UNDER WRITTEN LAWS First, a payment, gift, offer or promise of something of value is lawful only if expressly provided under the written laws and regulations of the specific country

10 Even in those countries where bribery is common and culturally accepted, if it is not explicitly provided in the country's written laws and regulations then there is no defense available. 1 There must be an express written law or regulation allowing for the offer or payment, and where the offer or payment is made to a governmental official, it must so specify that such payment to such official is lawful; otherwise, there will be a violation. 6.2 REASONABLE AND BONA FIDE EXPENDITURES It is not unlawful to make, or offer, a reasonable and bona fide expenditure, such as travel and lodging expense, as long as it is directly related to either the promotion, demonstration or explanation of products or services or the execution or performance of a contract. This is true both under the UK Bribery Act (with respect to government officials or someone else) and the FCPA (with respect to government officials). 6.3 DOLE S CODE OF CONDUCT As discussed further above, Dole s Code of Conduct provides that no employee may give or receive anything of value as a condition to doing business with the Dole Companies or as a result of doing business with the Dole Companies. In addition, any hospitality or gifts to be provided to a governmental official must first be approved by Divisional Senior Management and Dole s Corporate Legal Department. See Dole s Code of Conduct for details. Any gift that is appropriately given or received may only be of nominal or token value. If you have a question whether the value is nominal or token, it probably is not. Always check with your regional management and/or regional in-house legal counsel if you have a question. Employees may make nominal and token expenditures for gifts if the expenditures are authorized and correctly recorded on the books of the paying Company. Normal business meals and customary courtesies may be exchanged between employees and their business associates to promote good will. 7. NO FACILITATION PAYMENTS The Company prohibits the making of facilitating payments, which are small payments (or tips ) to individual officials to expedite routine government actions. By contrast, expediting payments, such as speeding up a passport renewal for an additional payment, which can be made to a government agency itself (not to an individual) and which are specifically authorized by written local law or written regulation are not facilitation payments, and are permissible. Key distinctions are the recipient of the payment and the reason it is paid: 1 The legislative history of the 1988 amendments to the FCPA explicitly states that the mere absence of written laws prohibiting corrupt payments would not suffice to establish an affirmative defense

11 when the money is being paid to a government agency pursuant to a structured program, authorized by written laws or regulations, the payment is permissible; when the money is being paid to a government official personally, in the absence of a structured government program, it is not allowed, and a violation of applicable law. Payment of facilitation payments will be construed as a violation of the UK Bribery Act. Although the FCPA theoretically allows for such payments, in practice the U.S has prosecuted many companies for making these payments by saying they did not meet the narrow and limited conditions of an allowable payment. 8. INTERNAL ACCOUNTING PROVISIONS UNDER THE FCPA 8.1. SUMMARY The FCPA requires that companies whose stock is publicly traded in the U.S: 1. Make and keep books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of corporate assets (the Books and Records Provision ); and 2. Devise and maintain a system of internal accounting controls (the Internal Accounting Controls Provision ) sufficient to provide reasonable assurances that, a) all transactions are executed in accordance with management's general or specific authorization; b) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles, and to maintain accountability for assets; c) access to assets is permitted only in accordance with management's general or specific authorization; and d) the recorded accountability for assets is compared with existing assets at reasonable intervals, and appropriate action is taken with respect to any difference. No person may directly or indirectly falsify or cause to be falsified any book, record or account required to be maintained by the FCPA. In addition, no director or officer of the Companies may, directly or indirectly: 1. make or cause to be made a materially false or misleading statement, or 2. omit to state, or cause another person to omit to state, any material fact necessary in order to make statements made, in light of the circumstances under which such statements were made, not misleading to an accountant in connection with:

12 a) any audit or examination of the financial statements of the issuer required to be made pursuant to the FCPA; or b) the preparation or filing of any document or report required to be filed with the Commission pursuant to this subpart or otherwise. 8.2 THE BOOKS AND RECORDS PROVISION OF THE FCPA The FCPA s Books and Records Provision has three main components: (1) books and records reflect transactions in conformity with accepted methods of reporting economic events, (2) misrepresentation, concealment, falsification, circumvention, and other deliberate acts resulting in inaccurate financial books and records are unlawful, and 3) transactions should be properly reflected on books and records in such a manner as to permit the preparation of financial statements in conformity with Generally Accepted Accounting Principles (GAAP). There is no knowledge requirement in this section of the FCPA; violations can be made intentionally or unintentionally. 8.3 THE INTERNAL ACCOUNTING CONTROLS PROVISION OF THE FCPA The purpose of the Internal Accounting Controls Provisions is to assure that a public company adopts accepted methods of recording economic events, safe-guarding assets, and conforming transactions to management s authorization. The Internal Accounting Controls must be adequate to prevent and detect improper conduct in a timely manner. The following directives should be used to evaluate the adequacy of the Companies Internal Accounting Controls: 1. The Company should hire reliable personnel, which may require that some be bonded. These personnel should be adequately supervised. 2. Account functions should be segregated and procedures designed to prevent errors or irregularities. The major functions of record-keeping, custodianship, authorization, and operation should be performed by different people to avoid the temptation for abuse of these incompatible functions. 3. Reasonable assurances should be maintained that transactions are executed as authorized. 4. Transactions should be properly recorded in the company s accounting records to facilitate control, which would also require standardized procedures for making accounting entries. Exceptional entries should be limited to authorized personnel. 5. Access to assets of the Company should be limited to authorized personnel

13 6. At reasonable intervals, there should be a comparison of the accounting records with the actual inventory of assets, which would usually involve the physical taking of inventory, the counting of cash, and the reconciliation of accounting records with the actual physical assets. Frequency of these comparisons will usually depend on the cost of the process and upon the materiality of the assets involved. 8.4 APPLICATION TO THE COMPANIES Because Dole is a publicly traded company, the FCPA's Books and Records Provision and Internal Accounting Control Provision apply to all of the Dole Companies. It is therefore essential that all of the Dole Companies maintain books and records according to GAAP. It is also essential that the Dole Companies have in place internal accounting controls sufficient to ensure that the purpose, amount and recipient of all corporate payments are accurately recorded and that management can detect and prevent any questionable payments. 9. QUESTIONS AND ANSWERS ABOUT THE FCPA AND THE UK BRIBERY ACT 9.1. AGENTS AND SUBSIDIARIES Q: Is an individual local partner of one of the Dole Companies overseas subject to the FCPA and/or the UK Bribery Act? A: Yes. Both the UK Bribery Act and the FCPA explicitly applies to individuals acting on behalf of Dole and its subsidiaries, even if their activities take place wholly outside of the U.K. and U.S. Q: Do the FCPA and UK Bribery Act apply to Dole through the activities of its foreign subsidiaries? A: Yes. Q: Do the FCPA Accounting Provisions apply directly to Dole s domestic and foreign subsidiaries? A: Yes. Dole is responsible for the accuracy of the books and records of all subsidiaries and affiliates under its control. If Dole owns 50 percent or less of the voting of a domestic or foreign firm, there is a presumption of compliance if the Company in good faith used its best efforts to cause the domestic or foreign firm to devise and maintain a system of internal accounting controls

14 9.2. PAYMENTS Q: Can I pay, for example, a customs agent to release Dole or any of the other Companies' goods? A: You may only pay a customs official those payments that are expressly required in written regulations. Payments for other purposes as expediting shipments through customs are prohibited. Q: How can I know when I "know" that someone is asking for a bribe or an agent may bribe on Dole s behalf? A: Courts and legal commentators have imputed to persons knowledge of a fact or circumstance when the person is aware of a high probability of the existence of such fact or circumstance. Thus, if you are suspicious, do not proceed until after you have inquired. Q: What are some "danger signals" I might take heed of that point toward a duty to inquire? A: The following examples list facts or circumstances regarding offers or payments to a person which could give rise to an obligation to make further inquiries: The person is a current or former employee or elected official of a foreign government, or an officer, director, shareholder or key employee or agent of the person's company is a current or former foreign official, or the person's company is, directly or indirectly, owned or controlled by a foreign government. The person, or his agent, co-venturer, prime or subcontractor, has a reputation for making, or is known or reputed to have made, questionable payments to foreign officials in the past. The person has well-known, intimate social connections with high-level government officials. The person or a member of his or her immediate family is related to a foreign official with responsibility for awarding contracts. Or the person is related to a senior government official who, although in another department, is

15 sufficiently powerful to be able to exercise influence throughout the government. The person is reluctant to disclose an agency association with the Dole Companies in his or her own country. The person wants payment to go to a bank outside the country of the transaction or in a numbered account. The person's company lacks the trained employees, the professional reputation or the experience to provide qualified local representation service other than through exercising influence. The person requests an unusually large expense reimbursement but is unwilling to provide substantiating documentation. The person refuses to sign an agreement containing prohibitions on corrupt payments, or signs such an agreement but states orally, or otherwise communicates later, that he intends to make such payments. The person advises that, for a particular foreign government customer, he will have to hire or retain some other person to assist him in promoting sales. He might state, for example that, for the particular country or customer, he must deal with a government-owned or controlled intermediary. (Note that, in some countries, this may be true -- but you can only find out by asking.) While within legal limits, the rate of compensation requested is substantially higher than the "going rate" paid by other foreign companies to those performing similar services in that country. The requested compensation is unreasonably high by the Dole Companies' standards in relation to the scope of the services to be provided

16 The relevant country is generally known for its widespread problems with official corruption. Q: May I entertain a foreign official? A: Yes, within narrow limits and only if prior approval is obtained. Entertainment expenditures made for a foreign official will violate the FCPA and the UK Bribery Act where such payments are made "corruptly," that is, with the intent to influence the actions of the official. Under Dole s Code of Conduct, any entertainment expenditure made for a foreign official must be approved by the Corporate Legal Department and the Divisional Senior Management for the applicable business unit. 10. PROCEDURES TO FOLLOW WHEN A QUESTIONABLE PAYMENT REQUEST ARISES If you have any questions about applying this policy, including determining whether a particular individual or entity is a governmental official or entity, you should reach out to your divisional management and regional in-house legal counsel. You can also call Dole s Hotline at if in the United States and if outside of the United States and report concerns via