H&R Block Policy. Global Anti-Corruption Policy Policy Number: 503

Transcription

1 Subject: H&R Block Policy Global Anti-Corruption Policy Policy Number: 503 Scope: All Associates Effective Date: November 25, 2013 Policy Owner: Corporate Counsel for International Operations I. GENERAL It is the policy of H&R Block, Inc. (collectively, with its majority-owned affiliated and related entities and subsidiaries, the Company ) to conduct all of its business honestly, ethically and in accordance with all applicable laws. This Global Anti-Corruption Policy (this Policy ) is designed to achieve compliance with the U.S. Foreign Corrupt Practices Act (the FCPA ), all other applicable anticorruption laws and regulations promulgated under the Organisation for Economic Cooperation and Development ( OECD ) Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and all applicable local laws. This Policy does not seek to identify all of the many anti-corruption laws and regulations that may apply to work performed on the Company s behalf. It is the express obligation of all Company Personnel (as defined below) to be aware of and comply with the obligations imposed by such applicable laws and regulations. If you have any questions or uncertainty, it is your obligation to seek guidance from the Company s Corporate Counsel for International Operations, who will consult with other subject matter experts as necessary under the circumstances. This Policy establishes the minimum standards to which all Company Personnel must adhere. We expect every employee to adhere to the Company s Code of Business Ethics and Conduct (the Code ), this Policy and all other Company policies, to comply with applicable laws or standards in the U.S. and international countries as applicable to such Company Personnel, and to seek guidance from the Company s Corporate Counsel for International Operations or legal department whenever any uncertainty regarding those laws or standards arises. You are encouraged to review this Policy carefully and to discuss any questions you may have with the Company s Corporate Counsel for International Operations or a member of the legal department. Compliance with this Policy and all applicable anti-corruption laws is mandatory. All Company Personnel must clearly understand the consequences of non-compliance. Under certain circumstances, the Company could be prosecuted for the illegal conduct of its personnel and Third-Party Representatives (as defined below), which could result in large criminal and civil penalties for the Company, as well as imprisonment and fines and penalties for individuals. Accordingly, Company Personnel who fail to meet the responsibilities set forth in this Policy will be subject to appropriate discipline, which may include suspension or termination. Appropriate disciplinary action will also be considered for Company Personnel who fail to prevent violations of this Policy from occurring. In addition, the Company may refer violations of this policy to appropriate legal authorities for prosecution. II. APPLICABILITY This applies to the Company and to all its employees, officer, and directors, wherever located ( Company Personnel ). This Policy should be read in conjunction with the Company s Global Anti- November 25, 2013

2 Corruption Procedures (the Procedures ), the Code, and all other applicable Company policies. A similar policy is in effect for agents, distributors, consultants, and other representatives acting on behalf of the Company ( Third-Party Representatives as further defined below), and designated Company Personnel must ensure that all Third-Party Representatives with which or whom they work receive and abide by the policy for Third-Party Representatives. III. STATEMENT OF POLICY It is the Company s intention to conduct all of its operations and activities in compliance with both the letter and spirit of applicable anti-corruption laws, including the FCPA, and other applicable local laws. Company Personnel are expected to conduct their business activities in an ethical and compliant manner and to avoid even the appearance of impropriety. This Policy establishes a zero tolerance approach to corruption and bribery. Company Personnel may not promise, offer, or give anything of value, either directly or indirectly, to a Government Official (as defined below) to induce that Government Official to affect any government act or decision in a manner that will help the Company to corruptly obtain or retain business or to secure any Improper Advantage (as defined below). Further, Company Personnel are required to keep books, records, and accounts that accurately and fairly reflect all transactions and disposition of the Company assets. IV. IMPLEMENTATION, ADMINISTRATION & OVERSIGHT Any questions or concerns regarding compliance with this Policy should be immediately directed to the Company s Corporate Counsel for International Operations, who has been designated by the Company s Chief Legal Officer as responsible for the implementation, administration, and oversight of this Policy and the Procedures. V. DEFINITIONS The following terms are defined in this Policy as follows: A. Government Official. For purposes of this Policy, the term Government Official includes the following foreign personnel or entities: 1. Any officer or employee of any national, regional, local, or other governmental entity, including elected officials; 2. Any department, agency, or instrumentality of a foreign government; 3. Any officer or employee of any commercial enterprise that is owned or controlled by a government (e.g., a state-owned utility company); 4. Any officer or employee of any public international organization, such as the International Monetary Fund, the European Union, or the World Bank; 5. Any person acting temporarily in an official capacity for any government, department, agency, enterprise, or organization identified above; 6. Any political party and its employees or other officials; and 7. Any candidate for political office at any level. -2-

3 B. Anything of Value. For purposes of this Policy, anything of value is defined broadly, and includes anything that might be of value, however nominal, to the recipient. Under certain circumstances, this may include, without limitation, the following examples: cash, gifts, advantages, personal favors or services, meals, travel, entertainment, stock, discounts on products and services not readily available to the public, loans and loan guarantees, sponsorships, investments or investment opportunities, refunds or other incentives, offers of employment, political contributions, property or equipment, job offers, charitable and other contributions, travel expenses, forgiveness of debt, or other concessions. C. Improper Advantage. For purposes of this Policy, anything of value as described and illustrated in the preceding section is considered improper and against this Policy if it is intended to corruptly obtain or retain business or to secure any improper advantage. For purposes of this Policy, the term improper advantage is defined broadly to include, without limitation: 1. Influencing any official act (or failure to act) by a foreign government official, or any decision in violation of the foreign government official s lawful duty; 2. Inducing a foreign government official to use his or its influence to affect any governmental act or decision; and 3. Securing any other improper advantage from a foreign government official in connection with the Company s business. D. Third-Party Representative. For purposes of this Policy, the term Third-Party Representative includes any contractor, agent, distributor, advisor, consultant, or other business associate working on behalf of, or providing services to, the Company outside the United States. Examples include, but are not limited to: vendors, sales agents, consultants, advisors, lobbying firms, marketing agencies, and customs brokers. VI. ANTI-BRIBERY PROVISIONS A. Prohibited Direct Payments. This Policy prohibits giving, offering, promising, or authorizing a payment of anything of value, directly or indirectly, to any Government Official to corruptly obtain or retain business, direct business to any person, or to otherwise gain an improper advantage ( Prohibited Payments ). Furthermore, Company Personnel shall not request, agree to receive, or receive any bribe, kickback, or illicit payment or benefit in anything of value, either directly or indirectly through a third party, from any Government Official. Examples of Prohibited Payments under this Policy include, without limitation: 1. Payment or offer of payment to influence a Government Official s decision to improperly award a contract or other business opportunity to the Company; 2. Payment or offer of payment to influence a Government Official s decision to improperly issue any government authorization or documentation, such as an approval, permit, or license; -3-

4 3. Payment or offer of payment to influence a Government Official s decision to improperly relieve the Company of otherwise required government obligations, such as paying taxes, passing inspections, or obtaining required permits; 4. Payment or offer of payment to influence a Government Official s decision to produce an outcome favorable to the Company, such as improperly reduced taxes, improperly expedited refunds, or improper resolutions of tax controversies; and 5. Payment or offer of payment to a Government Official to improperly influence legislation or any judicial proceeding. B. Prohibited Facilitating or Grease Payments. For purposes of this Policy, the term facilitating payments refers to any payments, however nominal, made to secure or expedite the performance of a routine, non-discretionary action by a government official or agency. Under this Policy, Facilitating Payments are prohibited in all jurisdictions. C. Prohibited Indirect Payments. Under certain circumstances, the Company and Company Personnel could each be held liable under the FCPA and other anti-corruption laws in connection with a Prohibited Payment to a Government Official made by a Third-Party Representative, especially if the Company or Company Personnel were aware, or should have been aware, of the Prohibited Payment. Moreover, Prohibited Payments made by a Third-Party Representative, even without the Company s knowledge, can subject the Company and Company Personnel to investigation, litigation, expense, negative publicity, and loss of business opportunities. Accordingly, Prohibited Payments may not be made directly or indirectly through a Third-Party Representative. D. Permissible Payments in Certain Circumstances. To the extent permitted by the FCPA and other applicable anti-corruption laws, certain narrow categories of payments to or on behalf of Government Officials are permissible under this Policy, including: 1. Routine Government Payments. Governments typically require fees, taxes, or payments of other clearly defined amounts pursuant to published guidelines in exchange for various government services. Payment of these published fees is permissible and should occur in the ordinary course of dealing with a government and Government Officials. Be careful to avoid making such payments to Government Officials in their individual capacities, or paying amounts in excess of what is required by law. Finally, official receipts should be obtained for all such payments, and the payments should be recorded accurately in the Company s books and records. 2. Promoting, Demonstrating, or Explaining Products or Services. In some circumstances, it may be permissible to make payments to or on behalf of Government Officials for bona fide, reasonable business expenses, such as travel or lodging, which is directly related to the promotion, demonstration, or explanation of the Company s products or services or to the execution or performance of a contract with a foreign government or agency. Such payments are permissible under this Policy provided such expenditures are: reasonable; bona fide; fully documented and supported by receipts and participant lists; properly recorded, and pre-approved by the Chief Ethics Officer. Company Personnel may not pay any of the travel expenses for family members of Government Officials or, with limited exceptions within the discretion of the Chief Ethics Officer, for tourist or other activities that are not -4-

5 directly related to the legitimate business purpose of the trip. For additional information, consult the Procedures. 3. Meals, Gifts, and Entertainment. In some circumstances, it may be acceptable to provide modest gifts, meals, or entertainment to a Government Official, as long as such meals, gifts, and entertainment are not given, directly or indirectly, to Government Officials to gain an improper advantage. For meals, gifts, or entertainment to be acceptable, they must be given consistent with the terms of the Company s Entertainment, Gifts and Gratuities Policy and the Company s Global Anti-Corruption Procedures, and generally must be nominal in value, related to a legitimate business purpose, and permitted under applicable laws, including the FCPA and local laws. All expenditures for meals, gifts, and entertainment must be properly recorded and fully documented by receipts and participant lists. Even if the expenditure is of nominal value, the Company must still consider whether the frequency or timing of meals, gifts, and entertainment may create an appearance of undue influence. Company Personnel may not provide gifts to spouses or family members of Government Officials, or, with limited exceptions within the discretion of the Corporate Counsel for International Operations, provide meals or entertainment to a spouse or family member of a Government Official. Specifically, when providing or authorizing expenditures for gifts, meals, and entertainment, the following guidelines must be followed, in addition to those found in the Entertainment, Gifts and Gratuities Policy and Procedures: a. The expenditure should comply with any local laws or business policies that are applicable; b. The expenditure should be reasonable and avoid even the appearance of impropriety in both its frequency or reasonableness under the circumstances; and c. The expenditure should be properly recorded in the Company s books and records. VII. THIRD PARTY REPRESENTATIVES It is the Company s policy to conduct business only with reputable, ethical, and qualified Third- Party Representatives anticipated to work or provide services outside the U.S. Company Personnel shall exercise due care in selecting Third-Party Representatives that satisfy these requirements and in monitoring their activity once engaged. The level of due diligence conducted prior to engagement of a Third-Party Representative anticipated to work or provide services outside the U.S. must reflect, among other factors, the likelihood that the Third-Party Representative will interact with Government Officials on the Company s behalf, as well as the perceived risk of any such interactions. Risk-weighted due diligence requirements applicable to different tiers of Third-Party Representatives anticipated to work or provide services outside the U.S. are detailed in the Procedures and based on the determination of the Corporate Counsel for International Operations. Based on these risk assessments and the results of the due diligence, especially the existence of any red flags (as defined below), the Company will determine whether to move forward and engage the third party following the determination of the Corporate Counsel for International Operations as set forth in the Procedures. Once due diligence has been completed and the Company determines to enter into the third party relationship, the terms of the relationship must be set forth in a written agreement tailored to the risks presented by the Third-Party -5-

6 Representative, and executed by all parties. Further information regarding due diligence and contractual protections related to Third-Party Representatives is detailed in the Sourcing Policy and Procedures. VIII. ACQUISITIONS & JOINT VENTURES Whenever the Company pursues the acquisition of any business, enters into a joint venture, or other similar strategic initiative, the due diligence process associated with the transaction shall include an inquiry into the prospective entity s reputation, beneficial ownership, professional capacity and experience, financial standing and credibility, and compliance with the FCPA and other anticorruption laws. The information to be obtained in connection with such due diligence shall be specified by, and the results of such due diligence shall be reviewed and approved by the Corporate Counsel for International Operations. IX. ACCOUNTING REQUIREMENTS / INTERNAL CONTROLS The Company s books and records must fairly and accurately reflect all transactions in accordance with generally accepted accounting practices, all applicable laws and regulations, and all other Company policies and procedures. Accordingly, the Company prohibits all employees and Third-Party Representatives from generating any document, or creating any entry in the Company s books and records, that is false, inaccurate, incomplete, or otherwise misleading. Even unintentionally misleading documents and entries can undermine the Company s system of internal accounting controls, so any questions of clarification should be directed to the Chief Accounting Officer, and concerns regarding improprieties should be resolved in consultation with the Director of Audit Services or the Chief Ethics Officer. X. MONITORING & AUDITING The Company will monitor and audit compliance with this Policy. Company Personnel must respond fully and promptly to any inquiry from the Company, the Company s outside auditors, or any other representatives of the Company authorized to conduct such inquiries. No information should be withheld that may be necessary to provide a complete and accurate answer. XI. RED FLAGS Red flags are circumstances that may give a reasonable person a basis to be concerned that improper conduct may be intended or likely to occur. Company Personnel must be vigilant to identify red flags or warning signs that indicate a need for further inquiry and scrutiny of anti-corruption concerns and must notify the Corporate Counsel for International Operations or their immediate supervisor upon the discovery of any such red flags. For example, a transaction that requires payment of cash, has no apparent commercial purposes, or involves a Third-Party Representative or country that is inconsistent with that Third-Party Representative s or counterparty s usual services may indicate that the Third-Party Representative or counterparty should be considered as presenting a high risk and requiring closer scrutiny. Other examples of red flags are set forth in the Procedures. XII. TRAINING PROGRAM As appropriate to their roles and responsibilities within the Company, certain Company Personnel will be required to undergo periodic anti-corruption training. -6-

7 XIII. PERIODIC RISK ASSESSMENTS To the extent that the Company enters into new countries or operates in high risk jurisdictions, the Company shall, as circumstances may warrant, assess the relative anti-corruption risks of the Company s business in these markets and prioritize the Company s anti-corruption compliance efforts to reflect the range of risks. XIV. ANNUAL CERTIFICATIONS As part of the annual process pursuant to which Company Personnel certify that they are in compliance with the Code, Company Personnel must also certify that they are in compliance with this Policy and that they have not violated nor caused the Company to violate the Policy. XV. REPORTING CONCERNS OR SEEKING GUIDANCE Whether conduct is permissible under this Policy will often depend on the unique set of facts and the surrounding circumstances. While this Policy is intended to provide basic guidance, Company Personnel should seek advice from the Corporate Counsel for International Operations, who may consult with other subject matter experts as necessary, if there are any questions. Further, Company Personnel must report any suspected violation of this Policy, the Procedures, other Company policies, the FCPA, other anti-corruption laws, or the occurrence of any activity that raises ethical concerns or that is suspicious in nature promptly to the Corporate Counsel for International Operations or the Chief Ethics Officer, who will be responsible for reviewing the matter and determining whether further action is necessary and appropriate. You may report any such concerns anonymously by calling (855) ETHICS-3. The Company strictly prohibits retaliation against anyone for raising, in good faith, a suspected violation of this Policy and the Procedures. -7-