Anti-Corruption Guidelines A HANDBOOK FOR AMBITA IN ORDER TO SECURE ETHICAL BUSINESS CONDUCT AND ZERO TOLERANCE IN CORRUPTION CASES

Transcription

1 Anti-Corruption Guidelines A HANDBOOK FOR AMBITA IN ORDER TO SECURE ETHICAL BUSINESS CONDUCT AND ZERO TOLERANCE IN CORRUPTION CASES

2 Introduction Ambita AS represents sustainable economic activities and fair business practice both in Norway and abroad. In addition to economic indicators, public perception is also a decisive indicator of our company s success. Ambita s reputation is our greatest asset. It needs to be protected and expanded. Our reputation not only reflects upon our place of work, but also upon our colleagues and our owners. To be clear, therefore, our actions affect our colleagues, the future of our company and not least, the reputation of our country. Ambita s values represent making things useful, working together and always searching for new opportunities. This again is reflected in our vision of inspiring limitless possibilities and our mission to creatively interpret property information in order to make it accessible and useful to daily life. These values go hand in hand with our high demand on our own integrity in strong but fair competition. Therefore, our management is based on clearly defined and unshakable values. Only those who lead and act based on clear principles can create sustainable value. This is why we are also making a clear statement on the subject of corruption: Ambita maintains a policy of zero tolerance in regards to corruption and unethical business conduct. Ambita conducts only proper business. Through this Guideline and the existing Ambita Ethical Guidelines, we are giving ourselves an irrevocable commitment to core values such as integrity, fairness, sustainability and partnership. Ambita has a social commitment. This commitment is also a sign of our own business understanding we are a socially responsible company. Our customers trust our company to act legally correct and to be compliant always and anywhere in the world. Ambita s employees are personally responsible for ensuring that the Anti-Corruption Guidelines, the Ambita Ethical Guidelines and Ambita s principles and values are upheld at all times, with no exception. It is our duty as colleagues, employees and responsible citizens to do our utmost to help protect our company from corruption. We are dedicated to honorable and sound business ethics in all our domestic and international affairs. The purpose of this guideline is to provide information and assistance in recognizing and dealing with corruption and bribery issues. 1 A n t i - C o r r u p t i o n G u i d e l i n e

3 Table of contents 1. Key message 2. Responsibility 3. What is corruption? 4. Facilitation payments 5. Gifts, entertainment and travel 6. Public authorities 7. Relations with business partners, agents, contractors and other third parties 8. What should an Ambita employee do when confronted with bribery or corruption? 9. Mergers and acquisitions 10. Political, trade union and charitable contributions 11. Accounting requirements 12. Internal controls 13. Whistleblower policy 2 A n t i - C o r r u p t i o n G u i d e l i n e

4 Key message Ambita has a zero tolerance policy towards corruption and bribery. Corruption is forbidden for Ambita employees worldwide. Giving contributions with the intention to influence the decision of an official in an unacceptable manner is forbidden for Ambita employees worldwide. Granting undue advantages with the intention of buying the decision of a state authority is also forbidden. Although each country has its own particular anti-corruption laws, the above-mentioned principle is respected worldwide and embodied by statutory regulations in almost every country. Corruption is never tolerated as a must to get things done. Corruption is not a trivial offence on the contrary, corruption is a very serious crime. Each employee has an individual responsibility to assess whether a gift, arrangement and representation can be unethical or illegal. Any questions regarding whether an employee should accept a gift that may be of value should be addressed to a superior or the Legal Department. Any employee who becomes aware of an infringement of Ambita s anti-corruption policy, must report the issue directly to a superior or the Legal Department. This Guideline contains measures and procedures that aim to protect our company from corruption. Ambita employees are encouraged to use their good judgment and apply common sense. 3 A n t i - C o r r u p t i o n G u i d e l i n e

5 Responsibility Each employee of Ambita has a responsibility to help uphold Ambita s standards on anti-corruption. Do not hesitate to ask for advice from the Legal Department or the closes superior when unsure about accepting or offering something of value. It is the responsibility of each and every director, officer and employee of Ambita, and any third party acting on behalf of Ambita, to understand the Ambita Ethical Guidelines. These Anti-Corruption Guidelines will assist any Ambita employee in understanding when to seek help from the Legal Department if and when there is any question or doubt as to how these rules apply in a given situation. Any Ambita employee who comes across cases of ethical doubt and breaches of Ambita s anticorruption policy, shall raise the issue with their closest superior or Ambita s management. If this is not possible, the issue should be raised directly with the Legal Department. What is corruption? In practice, the words bribery and corruption are generally used interchangeably. Corruption is defined as: The misuse of power by someone to whom it has been entrusted, for his own private gain. The most common form of corruption is bribery, which is the giving or receiving money, a gift or other advantage as an inducement to do something that is dishonest, illegal or a breach of trust in the course of doing business. The anti-corruption laws prohibit an offer, payment, or promise to pay or authorization of payment of any money, gift, or anything of value to any government official for purposes of: Influencing any act or decision of the government official; Inducing him or her to do any act in violation of his or her lawful duties; 4 A n t i - C o r r u p t i o n G u i d e l i n e

6 Securing an improper advantage, or inducing him or her to use his or her influence with a governmental agency, in order to assist in obtaining or retaining business or to direct business to anyone. In other words, the act of corrupting someone in order to induce him or her to act or refrain from acting in the exercise of his or her functions is considered a criminal offence. This also incorporates so-called facilitation payments. Facilitation payments Facilitation payments are a form of bribery where the sum involved is minor and paid to a low-level official. Facilitation payments are small amounts paid to smooth the progress of a service to which the payer is legally entitled, without making such a payment (e.g. routine processing of government papers such as a visa). Such payments are considered normal in some countries, whereas in most countries they are considered illegal bribes. Consequently, it is possible that Ambita could face liability if any part of the company were to contravene those laws. It is the policy of Ambita to refrain from making any corrupt payments, including facilitation payments. Ambita employees asked to make facilitation payments should report such incidents to the Legal Department. If asked to make a payment on Ambita s behalf, one must always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services received. Documentation such as a receipt that states the reason for the payment is at all times necessary. Such payments may be considered in exceptional circumstances where life, health or property is perceived to be in danger and where no other alternatives exist. Each Ambita employee must exercise the best possible judgment and consult with the closest superior or Ambita s Legal Department. The following steps must be taken: Keep any amount to the minimum; Create a record concerning the payment. Gifts, entertainment and travel Gifts Exchanging gifts are often part of local culture and tradition. No gifts and gratuities should be offered to government officials except for promotional items of little value, such as inexpensive pens, mugs, T-shirts, calendars, etc., that bear the company s name and/or logo, provided that this is not prohibited by local law and that it is not made with a corrupt purpose. Ambita s employees must refuse gifts and gratuities from persons who deal or seek to deal with Ambita such as suppliers or potential suppliers, with the exception of promotional items of little value. 5 A n t i - C o r r u p t i o n G u i d e l i n e

7 Cash gifts to anyone are at all times prohibited and, if offered, Ambita s employees are expected to categorically refuse. Be aware Of gifts that can be perceived by others to obtain or retain business or business advantages. Gifts to public officials. Gifts in connection with contractual negotiations. Gifts offered for something in return. Questions to ask yourself What is the intent of the gift is it to build a relationship or is it something else? How would it look if these details were on the front of a newspaper? What if the situation was reversed would there be a double standard? Entertainment & Travel All business entertainment and travel given or received by Ambita employees must be moderately scaled and clearly intended to facilitate business discussions. As a general guideline, business entertainment in the form of meals and beverages is acceptable as long as it is in line with local law, reasonably infrequent, and as far as possible on a reciprocal basis. Hospitality, such as social events, meals or entertainment may be accepted if there is a clear business reason, and they are provided openly, rather than secretly. The cost of hospitality must be kept within reasonable limits. Ambita must always pay for its own travel, accommodation and other expenses in connection with such hospitality. If offering meals and entertainment to others, make sure there is justifiable business purpose for this. Such activities must not be hidden, and it is important to exercise good judgment in choosing entertainment that does not jeopardize the reputation or interests of Ambita, employees, or customers. An Ambita employee should be present at all meals and entertainment activities. Public authorities It is important to exercise extra caution with respect to gifts and events involving public authorities, including international organizations and non-governmental organizations. This to avoid suspicion or appearance that Ambita attempts to influence public authorities. Restrictive rules apply with respect to business entertainment and travel provided by Ambita employees or third parties acting on behalf of Ambita to government officials. Ambita may pay or reimburse government officials for reasonable travel and lodging-related expenses or costs directly related to: a) the promotion, demonstration, or explanation of Ambita products or services; or b) the execution or performance of a contract between Ambita and the government which the government official represents, 6 A n t i - C o r r u p t i o n G u i d e l i n e

8 provided that the payment or reimbursement of travel, entertainment and lodging expenses is permitted under local law and any other applicable laws and subject to the prior written authorization of the Legal Department. In each case, the purpose of the trip must be defined and approved in advance and reimbursement is subject to bona fide supporting documentation and correspondence which must be kept on file. Cash payments should be avoided and reimbursements for travel and lodging-related expenses should be paid to the government entity or agency rather than to the government official directly. Any exception to this rule can be made only with the prior written authorization of the Legal Department. Family members of government officials may not be invited to such trips or events. If a family member nevertheless accompanies the relevant person to the trip or the event, Ambita will not pay or reimburse any expenses of such family member. Always seek advice from the Legal Department when considering offering gifts to public officials as they may have strict rules on what they may receive. Relations with business partners, agents, contractors and other third parties The use of business partners is normal and often desirable. At the same time, it is important to ensure that partners do not commit any corrupt activities on Ambita s behalf, as we can be held liable by their actions. It is unacceptable to make any corrupt payments through intermediaries and to make a payment to a third party, while knowing that all or a portion of the payment will go directly or indirectly to a government official. The term knowing includes conscious disregard and deliberate ignorance. All business decisions involving Ambita should be based on merit. No Ambita employee or third party acting on behalf of Ambita should exert improper influence on government officials. Ambita s policy is that any joint ventures also adopt and enforce anti-bribery policies, and Ambita does not do business with a third party who refuses to cooperate in due diligence. Ambita must assess the corruption risk before engaging in business with potential business partners (whether they are agents, consultants, suppliers, other intermediaries, consortium or joint venture partners, contractors or major sub-contractors, distributors, etc.). Depending on the results of the background check and the sensitivity of the matter, Ambita may use external providers to perform additional or more in-depth due diligence on individuals or corporate entities. Each third party agreement must include clauses that address corruption concerns. These Anti- Corruption Guidelines apply to agents and business partners when they do business with Ambita and if they do business with a third party on our behalf. 7 A n t i - C o r r u p t i o n G u i d e l i n e

9 Mergers and acquisitions In cases where Ambita departments merge with or acquire other companies, there is a risk of inheriting successor liability for any violations of anti-corruption laws committed by the acquired or merged company. This may entail significant reputational damage for Ambita and business disruption as well as sanctions if at a later stage such violations become known. Therefore, it is essential to perform thorough anti-corruption due diligence and to include in the acquisition contract appropriate anticorruption provisions as well as to consider other available options to avoid successor liability prior to the closing of the transaction. This should exclude liability for anti-corruption laws violations from the scope of the asset acquisition. If an ongoing business is acquired as part of an asset acquisition, such a transaction must be treated as if it were a stock acquisition. Any anti-corruption issues that arise in due diligence should be discussed with Ambita management. Political, trade union and charitable contributions Contributions of money or services on behalf of Ambita to any political parties, individual politicians, trade unions or union members, or charitable organizations in any country may only be made in accordance with applicable law and all requirements for public disclosure must be fully complied with. Be mindful that contributions to political parties, individual politicians, trade unions or union members, or charitable organizations may be interpreted as a bribe. Such contributions are subject to the prior written approval of the Legal Department. If any contribution of money or services are being contemplated, the rules on conflicts of interest contained in the Ambita Ethical Guidelines must be observed. This means that any person who has any kind of affiliation with the recipient of the contribution should abstain from any involvement in the decision-making process regarding the contribution. Accounting requirements Ambita is under the legal obligation to make and keep books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Ambita. The use of false documents and invoices is unacceptable, as is the making of inadequate, ambiguous or deceptive bookkeeping entries and any other accounting procedure, technique or device that would hide or otherwise disguise illegal payments. 8 A n t i - C o r r u p t i o n G u i d e l i n e

10 Internal controls Ambita is under the legal obligation to devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are executed in accordance with management's general or specific authorization. All business units within Ambita should have in place internal controls and procedures that fit these criteria and enhance compliance with these Anti-Corruption Guidelines. Ambita is committed to conducting audits to ensure compliance with the anticorruption laws. Whistleblower policy Any concern that an Ambita employee, officer or director has about a possible bribery or corruption case should be reported immediately in accordance with the Ambita Ethical Guidelines. 9 A n t i - C o r r u p t i o n G u i d e l i n e