GIFTS, ENTERTAINMENT AND HOSPITALITY POLICY

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1 GIFTS, ENTERTAINMENT AND HOSPITALITY POLICY MARCH 2015

2 TABLE OF CONTENTS GIFTS, ENTERTAINMENT AND HOSPITALITY... 1 WHAT DOES THIS BRIEFING COVER?... 1 OVERALL PRINCIPLES... 1 CHECKING THE TRAFFIC LIGHT... 3 THINK AHEAD... 4 GIFTS AND ENTERTAINMENT REGISTERS... 5 APPROVING EXPENSES... 5 COMMON DILEMMAS... 6 Where to turn for help... 6 REPORTING VIOLATIONS... 7

3 1 GIFTS, ENTERTAINMENT AND HOSPITALITY MARCH 2015 WSP Global Inc. and its subsidiaries (collectively, the Corporation ) Code of Conduct adopts the principle that its Employees may not solicit, give or receive, either directly or indirectly, gifts, gratuities, special allowances, a favour or an unreasonable benefit in relation to an individual or company with which it does business, if the benefit could unduly influence the judgment of the recipient by creating a disproportionate obligation to return the favour or by creating an appearance of impropriety. However, the Company also recognizes and accepts that the occasional offer/acceptance of a modest gift/hospitality can make a valuable contribution to the development and maintenance of good business relationships. In applying the guidelines below, you are expected to exercise good judgment, but you are not on your own. If in doubt, you should always seek advice from the Company s Risk and Ethics team. WHAT DOES THIS BRIEFING COVER? Gifts all gifts, including personal gifts, to and from officials or people who have, who may have, or who may facilitate the creation of a business relationship with the Corporation. Entertainment attendance at social, cultural or sporting events with officials or people who have, who may have, or who may facilitate the creation of a business relationship with the Corporation. Hospitality meals, drinks, as well as lodging and travel expenses given to or received from officials or people who have, who may have, or who may facilitate the creation of a business relationship with the Corporation. Related topics include the Company s policy on political contributions and involvement. OVERALL PRINCIPLES The key principle is that you may not offer or accept gifts, rewards, benefits or other incentives that create or appear to create an obligation, affect either party s impartiality or constitute an undue influence on a business decision. The specific monetary value of acceptable modest gifts, entertainment or hospitality shall be identified and made known to the relevant staff by the local senior management team member. You may not accept or offer gifts, entertainment or hospitality that exceeds these limits without explicit written authorization from a senior manager.

4 2 Value is not the only consideration. Even for small gifts, you must also take into account the need to avoid anything that could be seen as an undue influence even if the gift is below the threshold amount. In addition, you will need to take into account the frequency of exchanges. It is not acceptable to keep offering gifts or entertainment to the same recipient or receive repeated gifts from the same donor, even if each individual gift is of low value. If in doubt, seek advice from the Company or the Risk and Ethics team. Most exchanges are harmless, but you need to be careful. What is expected in return when you offer or accept a meal, a present or a favour? If the gift places either party under an obligation, or appears to do so, then there is a problem. Anti-corruption laws cover donations or gifts of goods and services as well as cash. A present that is designed to influence a business decision in our favour is not a free gift: it is a bribe.

5 3 CHECKING THE TRAFFIC LIGHT When assessing what is and is not acceptable, it may be helpful to think of a three-part traffic light : UNACCEPTABLE The following are never acceptable: Anything illegal; Anything offered to someone who is about to make a business decision concerning the Company, for example the award of a contract; Anything that would cause the Company embarrassment if publicly reported, either locally or internationally; Anything that contravenes the recipient s own rules, including government officials who in many countries are themselves subject to particularly stringent regulation (see below on government officials); Any gift or benefit that has to be kept secret from other colleagues, their immediate manager or any other relevant parties; Cash or cash equivalents (gift vouchers or anything redeemable for cash), such as shares, regardless of the amount involved; Sexual favours. NEEDS SPECIAL CONSIDERATION The following examples may be acceptable, but require special consideration, and must be authorized by a senior manager or the Company s Risk and Ethics team. Travel expenses of third parties involving flights and overnight stays; The inclusion of partners at corporate hospitality events; Invitations to particularly expensive cultural or sporting events, such as World Cup finals; Gifts on special occasions, such as births and weddings. The same principle applies to all such cases: could the gift or benefit be seen as an improper attempt to influence a business decision? All decisions on such cases must be properly recorded by the Company s Chief Risk and Ethics Officer or his local team representative. NORMALLY ACCEPTABLE The following are normally acceptable: Token seasonal gifts, where such gifts are a common cultural feature and the value of the modest gift is within the Company s financial limits; Modest, occasional meals with a business partner that fall within the Company s financial limits;

6 4 Small corporate, promotional gifts, for example pens marked with the company logo and similar items; Occasional attendance at ordinary sporting or cultural events such as theatre performances or concerts (if approved by the local line manager); Travel and lodging expenses specifically related to the promotion, demonstration or explanation of products or services. Family members of the recipient are not entitled to travel expenses. THINK AHEAD As with other business integrity issues, you should not wait for problems to occur. Ask your local line manager or the Company s Risk and Ethics team for help. Think ahead about the patterns of cultural and business behaviour that apply in the country where you work. For example, in some countries it is common for contractors to offer thank you gifts to office staff who commission their services. The Corporation does not accept these practices, and staff members should be briefed accordingly. Similarly, you should ensure that business partners, including contractors looking for your business, understand and are aware of the Company s policies and have been provided a copy of the Company s Code of Conduct.

7 5 GIFTS AND ENTERTAINMENT REGISTERS All gifts and entertainment of a value exceeding the threshold established by local management must be recorded in a gifts and entertainment register. Registers will be maintained by each Region of the Company and will be subject to periodic review by the Company s Chief Risk and Ethics Officer and Internal Audit. APPROVING EXPENSES All expense claims must be countersigned by a manager with more seniority than the person submitting the claim. WHICH RED FLAGS SHOULD YOU LOOK OUT FOR? Warning signs include the following: You come under pressure to offer or accept a gift because this is how things are done in the country where you are working. Local practice may not be acceptable internationally. An official or a business partner drops a hint that a particular favour might make him look on the Company more favourably. SPECIAL CONSIDERATIONS FOR GOVERNMENT OFFICIALS The Company s integrity principles apply equally to our relationships with both government and private sector counterparts. However, we need to take special care when dealing with government officials, since in some countries (Canada, UK or US) anti-bribery laws are particularly strict in this area. Moreover, government officials may themselves be subject to especially tight guidelines, and it is important to respect these. For more information on bribery and the applicable legislation, consult the Company s Understanding Bribery Issues material. In some countries, government officials are not permitted to accept even a cup of coffee or a light meal from a business counterpart. You should always make sure that you know which rules apply in the country where you work. If you don t know how to find out, you should consult with your local line manager or the Company s Risk and Ethics team for guidance.

8 6 COMMON DILEMMAS SURELY IT WOULD BE IMPOLITE TO REFUSE? You may encounter situations where you feel under social pressure to accept a gift that goes beyond the Company s financial threshold, and you do not wish to offend the donor. You have to make a decision on the spur of the moment. In such cases, you will have to use your judgment. In practice, a polite refusal, by referring to the Company s gifts policy, may well be understood. If you feel obliged to accept, you should, in any case, report the gift or benefit to your local line manager as soon as possible, and no later than the next working day. Potential options include accepting the gift, returning it with a polite note or offering it to charity. SEASONAL GIFTS Similar dilemmas can apply to seasonal gift-giving, for example at Christmas or, in some cultures, New Year. It is tempting to think that the normal rules do not apply. After all, everyone gives presents at this time of year, and it is a good opportunity to express appreciation. Surely, there is no problem with a seasonal goodwill gesture? Actually, the Company s policies apply all year round. You need to make sure that you do not offer or accept anything inappropriate, and work out strategies accordingly. In cases where suppliers wish to offer seasonal gifts, one approach might be to offer them to charity or to share them at a company party. The most important considerations are that nothing should be seen as an attempt to influence a particular individual, and that everything is transparent. BUT HE S A PERSONAL FRIEND OF MINE! In some cases, it may turn out that a business partner is a personal friend, or they may become a friend as a result of your long professional relationship. Even so, the same principles apply. You may not offer or accept a gift that would be unacceptable to or from a complete stranger. WHERE TO TURN FOR HELP If in doubt about any aspect of this policy, you should contact the Company s Risk and Ethics team.

9 7 REPORTING VIOLATIONS CONFIDENTIAL BUSINESS CONDUCT HOTLINE Employees can use the Corporation s whistleblowing service provided by an independent service provider. Information on how to use this service, including free phone numbers, is available in the Code of Conduct, published on the Corporation s web and intranet sites. The Corporation also provides information on the whistleblowing service in dedicated pages on its web and intranet sites. CONFIDENTIAL wsp@expolink.co.uk