Unclassified. BG Group Standard. Hosting of Public Officials BG-ST-LEG-ECCU-006

Transcription

1 Unclassified BG Group Standard Hosting of Public Officials BG-ST-LEG-ECCU-006

2 Document and Version Control Version Author Issue Date Revision Detail 1.0 Head of Ethical Conduct 01 July 2011 This Standard updates the BG Group Standard for dated May 2010, to take account of the UK Bribery Act that comes in to force 01 July Internal Controls Manager (Jenny Burden) 1.2 Internal Controls Manager (Jenny Burden) 1.3 Internal Controls Manager (Jenny Burden) 20 February 2012 Changed to unclassified 29 April 2013 Section 4 changed to include standard applicability wording. 15 October 2013 Addition of Appendix: Gap Analysis 2 of 19

3 Contents 1.0 Executive Summary Ownership Objectives Scope and application Links to other controls Standard requirements... 7 Appendix A Gap Analysis Appendix B Definitions Appendix Bi Further Categorisation of Employees of State Owned or State Controlled Enterprises (SoE) Appendix C Pre-Approval Form Appendix D Red Flags Revision Record of 19

4 1.0 Executive Summary 1.1. This Standard imposes mandatory requirements upon Employees 1 and Other Personnel 2 for any form of proposed Hosting 3 activity in relation to any Public Official 4 in addition to those in the BG Group Gifts and Hospitality Standard. The Standard applies, whether the relevant Public Official is a domestic or an overseas one, judged from the standpoint of the UK. Note: a Public Official includes employees of partly or wholly state-owned companies with whom Employees or other Personnel may work There are heightened and significant legal and reputational risks associated with Hosting activity involving Public Officials. Potentially, it may be perceived by enforcement agencies as amounting to bribery. Therefore, while Hosting of a Public Official is not prohibited under this Standard, any Hosting proposal by an Employee or Other Personnel (and where possible in any company or venture in which BG Group has an interest) involving any Public Official must be reviewed and managed with great caution and will require Legal Department pre-approval, regardless of value. If you exercise the wrong judgement when giving or receiving gifts or hospitality you may personally commit a criminal offence Breach of the UK Bribery Act 2010, the US Foreign Corrupt Practices Act or other relevant local anti-bribery codes and laws (some jurisdictions having very specific, strict financial limits on gifts and hospitality) could incur very severe penalties for those Employees or Other Personnel involved in the Hosting and/or BG Group. It could also cause serious damage to BG Group s reputation. If applied consistently, the processes in this Standard will help to protect Employees and Other Personnel individually and BG Group corporately. The processes will ensure transparency and help BG Group to demonstrate the adequacy of its anti-bribery procedures This Standard also applies to BG Group Executive Committee Members and BG Group Directors, in addition to the separate and specific Standard applicable to them in relation to gifts and hospitality (which is available from the BG Group Company Secretary). 1 Employees are individuals directly employed by a BG Group company (irrespective of function, grade, position, asset or location), including successful job applicants, temporary and fixed term employees and secondees from BG Group companies to third parties including joint ventures (whether or not under BG Group control). 2 Other Personnel are all individuals who work at or with BG Group, as agent, on behalf of or in the name of BG Group, but who are not BG Group employees. They include: agency workers, consultants, secondees from non-bg Group organisations, freelancers, individuals provided to BG Group by outsourced service providers, and individual contractors (whether Category 1, 2 and/or 3). 3 Host or Hosting of a Public Official means the offering, promising or giving to a Public Official directly or indirectly, by, or on behalf of, BG Group of (without limitation) any gift, accommodation, travel, entertainment, training, meal, event or other hospitality or any expense, allowance, per diem, sitting fee, sponsorship or grant, or other payment, payment in kind, thing of value, expenditure, cost, credit or reimbursement of whatever form or kind. 4 Public Official means any individual including without limitation any officer, employee, director, principal, consultant, agent or representative holding a legislative, administrative or judicial position of any kind, whether appointed or elected, or who exercises a public function or is an official or agent, of any (i) government (whether national, central, federal, state, provincial, local or municipal) ministry, body, department, agency, instrumentality or part thereof, or (ii) any state-owned or state-controlled enterprises or joint ventures/partnerships (including a partner or shareholder of such an enterprise) or (iii) any person acting in an official capacity for or on behalf of (i) any such government, ministry, body, department, agency, instrumentality or part thereof, (ii) any public international organisation or (iii) any political party or party official, or any candidate for political office. 4 of 19

5 2.0 Ownership Owning Function: Legal Standard owner: Head of Ethical Conduct Expert advisor: Head of Ethical Conduct Dispensation: Head of Ethical Conduct 3.0 Objectives The objective of this Standard is to define the mandatory actions that are required to be taken if Employees or Other Personnel propose to engage in any form of Hosting of Public Officials, whether that Public Official is a domestic or a foreign one (judged from the standpoint of the UK). 4.0 Scope and application This is a Personal Conduct Standard. Application of Personal Conduct Standards is mandatory for all BG Group employees, consultants and other personnel working in controlled 5 Assets and offices, and those seconded to non-controlled Joint Ventures. For BG Group employees, breach of this Standard may result in disciplinary action, up to and including dismissal. Breach of this Standard by any individual who is not a BG Group employee may result in other appropriate action being taken in relation to the individual and/or the business which supplies services to BG Group, including termination of the relevant contract(s). This Standard is not contractual. BG Group reserves the right to amend, suspend or terminate this Standard. 5 Refer to Internal Control Framework - Integrity Standard for the definition of controlled and noncontrolled Joint Ventures. 5 of 19

6 5.0 Links to other controls Governing Policies: Ethical Conduct Speak up (Duty to Report) Complimentary and linked Standards: Gifts and Hospitality BG-ST-LEG-ECCU-005 Conflicts of Interest BG-ST-LEG-ECCU-002 Anti-Corruption BG-ST-LEG-ECCU-001 Political Donations BG-ST-LEG-ECCU-007 Supporting Guidelines: Other Supporting Documents: 6 of 19

7 6.0 Standard requirements 6.1 Employees and Other Personnel shall not offer, promise, make or transfer any financial or other advantage to any Public Official with the intention: a) of influencing the Public Official in that capacity and obtaining or retaining business, or an advantage in the conduct of business; b) that a function or activity by the Public Official should be performed improperly; or c) for any other improper purpose. This prohibition applies, irrespective of whether the advantage is offered, promised or given directly or indirectly to the Public Official. 6.2 This Standard must be applied in evaluating whether any proposed Hosting of a Public Official (domestic or overseas, judged from the standpoint of the UK) is both appropriate and lawful under all relevant laws. Any contemplated Hosting of Public Officials must be approached with considerable caution and care. Note: a Public Official includes some but not all employees of partly or wholly state-owned companies with whom Employees or Other Staff may work. Appendix 1a provides a flow chart to identify those employees who are to be treated as Public Officials. 6.3 Any Hosting provided to a Public Official must be for a bona fide business purpose, for example a site visit or meeting. The Hosting must be necessary, must be reasonable in all respects, and must be proportionate. If any proposed Hosting cannot be described as a routine business courtesy then it is not permissible. 6.4 If an Employee or Other Personnel wishes to Host a Public Official they must complete the mandatory pre-approval form attached as Appendix 2 and obtain Legal Department pre-approval, regardless of value. The intending BG Group host must confirm using the pre-approval form in Appendix 2: a) the business justification for the hosting; b) that the Hosting complies with all the laws and any code applying to the relevant Public Official; c) none of the red flags set out in Appendix 3 exist; d) no BG Group companies are concurrently: 7 of 19

8 i) re-negotiating or seeking to re-negotiate the terms of an existing business relationship with the recipient Public Official or the organisation the Public Official represents; or ii) involved in litigation, arbitration or any dispute with the recipient Public Official or the organisation that the Public Official represents, in each case where such business is material to the recipient Public Official or the organisation that the Public Official represents (e.g. BG is not seeking to re-negotiate the terms of an existing contract) e) the Hosting is occasional, moderate and proportionate taking into account relevant considerations such as the value of the Hosting given the position and status of the relevant Public Official or their salary, where known; and f) the value of the Hosting does not exceed $1,000 per person for a single event and does not involve the Public Official s family or friends. Any proposed Hosting to be given to a Public Official which does not satisfy the conditions set out above, or any gift exceeding $100 in value to be given to a Public Official, requires the relevant Chief Counsel s prior written consent. 6.5 The intending BG Group host must first satisfy themselves that the proposed Hosting is compliant with this Standard and then complete the pre-approval form. Pre-approval may be sought from the relevant Asset/Function BG Group lawyer. Without this pre-approval, the proposed Hosting is not permitted to proceed. The legal assessment for the pre-approval will be conducted by reference to the factual circumstances, all applicable laws and the principles in: (i) this Standard; and (ii) any UK official guidance available in the public domain guidance.pdf. Note: Even if the pre-approval is forthcoming, this does not represent an absolute legal assurance that the proposed Hosting activity is lawful under the UK Bribery Act. Such legal certainty is currently unachievable, due to the lack of judicial interpretation of the Act s provisions. 6.6 Hosting involving a Public Official with their friends, family or acquaintances is not permitted. 6.7 When a written invitation for Hosting is sent out the following paragraph or legal department approved equivalent must be included within the invitation: We would obviously not be offended if you were required to turn down our invitation because of rules that applied to you in relation to the acceptance of gifts and hospitality. In fact, we would even go further and ask you not to accept our invitation if there is any doubt in this regard (and, in this connection, please bear in mind any transactions that may be pending between our two companies). We hope, however, that you are able to accept our invitation and very much look forward to seeing you.etc. 8 of 19

9 6.8 The individual who has completed the relevant Hosting pre-approval form shall provide the original to the relevant Asset/Function Local Compliance Officer, with a copy to their line manager. 6.9 The individual who has completed the relevant Hosting pre-approval form shall complete an entry in the asset Gifts and Hospitality Register The Local Compliance Officer for each Asset/Group Function, and for BG Advance, shall retain all completed Hosting pre-approvals for six complete calendar years after the year in which the event occurred. If Hosting is declined by the offeree it must still be registered The Local Compliance Officer shall also regularly (no less frequently than every quarter) review all Hosting pre-approvals and the Asset/Function Gifts and Hospitality Register. The review shall include an assessment of whether inappropriate patterns of Hosting of Public Officials may be emerging, whether there are missing entries for known Hosting activities and whether any action (including escalation of potential concerns to line managers) is required. The Local Compliance Officer shall document any action taken and shall inform the Asset/Function management and (as appropriate) the Regional Governance Committee Employees and Other Personnel must report promptly if they have reason to suspect that there has been a breach, or a potential breach, of this Standard by Employees or Other Personnel. 9 of 19

10 Appendix A Gap Analysis (please note that this is a summary of requirements, the Standard should be read in full) Author completes Asset or Function assessing compliance with Standard Standard Summary of mandatory requirement Accountable / Ref: Business Unit 6.1 (v1.2) Employees and Other Personnel shall not directly or indirectly offer, promise, make or transfer any financial or other advantage to any Public Official for any improper purpose / 6.8 (v1.2) When a Public Official is to be hosted a pre-approval form must be completed taking account of the Red Flags in Appendix 3 and Legal Department preapproval obtained in accordance with the limits. 6.7 (v1.2) Written invitations for Hosting contain the paragraph or legal department approved equivalent within the invitation, as set out in this Section (v1.2) Details of Hosting, including declined Hosting, must be entered in the Gifts and Hospitality Register (v1.2) 6.11 (v1.2) Completed Hosting pre-approval forms must be retained for six complete calendar years after the year in which the event occurred. Regular reviews of all Hosting preapprovals and the Asset/Function Gifts and Hospitality Register shall be undertaken in accordance with Section All Employees / Other Personnel Hosting Employee / Other Personnel / Legal Hosting Employee / Other Personnel Hosting Employee / Other Personnel Can Asset / Function meet this requirement? Y/N 10 of 19 LCO LCO 6.12 Employees and Other Personnel must All Employees / Action plan to meet requirement Action plan completion date Action owner (name and title) Dispensation details (if action exceeds allowable implementation time)?

11 (v1.2) report promptly if they have reason to suspect that there has been a breach, or a potential breach, of this Standard by Employees or Other Personnel. Other Personnel 11 of 19

12 Appendix B Definitions Employees are individuals directly employed by a BG Group company (irrespective of function, grade, position, asset or location), including successful job applicants, temporary and fixed term employees and secondees from BG Group companies to third parties including joint ventures (whether or not under BG Group control). Host or Hosting of a Public Official means the offering, promising or giving to a Public Official directly or indirectly, by, or on behalf of, BG Group of (without limitation) any gift, accommodation, travel, entertainment, training, meal, event or other hospitality or any expense, allowance, per diem, sitting fee, sponsorship or grant, or other payment, payment in kind, thing of value, expenditure, cost, credit or reimbursement of whatever form or kind. Other Personnel are all individuals who work at or with BG Group, as agent, on behalf of or in the name of BG Group, but who are not BG Group employees. They include: agency workers, consultants, secondees from non-bg Group organisations, freelancers, individuals provided to BG Group by outsourced service providers, and individual contractors (whether Category 1, 2 and/or 3). Public Official means an individual including without limitation any officer, employee, director, principal, consultant, agent or representative holding a legislative, administrative or judicial position of any kind, whether appointed or elected, or who exercises a public function or is an official or agent, of any (i) government (whether national, central, federal, state, provincial, local or municipal) ministry, body, department, agency, instrumentality or part thereof, or (ii) any stateowned or state-controlled enterprises or joint ventures/partnerships (including a partner or shareholder of such an enterprise) or (iii) any person acting in an official capacity for or on behalf of (i) any such government, ministry, body, department, agency, instrumentality or part thereof, (ii) any public international organisation or (iii) any political party or party official, or any candidate for political office. Please refer to Appendix 1a below for further categorisation of employees of state owned or state controlled enterprises (SoE) 12 of 19

13 Appendix Bi Further Categorisation of Employees of State Owned or State Controlled Enterprises (SoE) 13 of 19

14 Appendix C Pre-Approval Form NOTE: This form is intended to guide the appropriate pre-approval and review of BG Group sponsored travel, hospitality and gift-giving in relation to Public Officials (hereafter collectively referred to as Hosting ). Before you make a gift, or offer or agree to host or to pay for the travel of any Public Official, you must conduct a detailed review of the proposal with your BG Group legal adviser. Before completing this form and meeting with your BG Group legal adviser, please familiarise yourself with the BG Group Standard for. If you have any questions, please discuss with your BG Group legal adviser. UPON COMPLETION OF THIS FORM, PLEASE SUBMIT IT TO YOUR BG GROUP LEGAL ADVISER FOR APPROVAL PRIOR TO OFFERING THE HOSTING IN QUESTION. HOST: NAME TITLE ASSET/DEPARTMENT LOCATION... DATE TO BE COMPLETED BY THE BG GROUP HOST 1. Please state the business justification for the proposed Hosting and how/why it is considered to be compliant with this Standard and the BG Group Guidelines on Hosting of Public Officials. 2. Please confirm that any cost, expense or reimbursement involved in the proposed Hosting would not ordinarily be paid for personally by the Public Official himself/herself. If BG Group pays for a cost or expense which the Public Official would usually have to pay for personally then this may have the appearance of an advantage or a bribe, for example, whilst it may be appropriate to pay for meals and accommodation on a Thursday and Friday for a site visit, it is not acceptable to pay for the Public Official to stay for the following weekend. 3. If any documents support or describe the nature of the business justification of the Hosting, such as a contract or a written request from or a written invitation to a Public Official, please attach the relevant sections of those documents. 14 of 19

15 4. Are any of the individuals BG Group will host in a position to influence a government decision that could impact BG Group and that is currently pending or likely to be decided upon in the near future? YES NO If you answered yes, please describe the decision to be made and the role, if any, each individual to be hosted is likely to have in making that decision. 5. Please complete: NAME OF ATTENDEE INSTITUTION AGENCY or JOB POSITION or TITLE LOCATION OF HOSTING LENGTH HOSTING OF 6. Please complete, identifying the value of the various types of Hosting that may be made for the attendees, including whether the Hosting will be provided directly by BG Group or reimbursed by BG Group. Before completing, please consult the BG Group Gifts and Hospitality Standard. TYPE OF EXPENSE VALUE ($) DIRECT PAYMENT TO THIRD PARTY PROVIDER OR REIMBURSEMENT MEALS LODGING TRANSPORTATION-AIR* TRANSPORTATION-GROUND* GIFTS* [Please itemise each type of gift that may be provided and its value] ENTERTAINMENT* [Please itemise each type of entertainment that may be provided and its value] OTHER* [Please itemise each type of service (etc.) that may be provided and its value] * These items are to be avoided wherever possible. 15 of 19

16 7. Please answer the questions in the Checklist below. If the answer to any question in the Checklist is no, you are advised to contact your BG Group legal adviser for advice as the Hosting is otherwise likely to be denied. CHECKLIST YES NO For the Hosting required, will BG Group make all payments either directly to the service provider or directly to the relevant government agency or body (and not to any individual being hosted)? [Note: Separate individual per diem fees are to be avoided and your BG Group legal adviser must be consulted before per diems may be offered, agreed to or provided] Are the Hosting expenses BG Group will incur: reasonable in amount? necessary to carry out the legitimate business purpose? not be viewed as being lavish or otherwise inappropriate? only for expenses that actually will be incurred? not otherwise being paid or reimbursed to the Public Official through their government agency or company? no proposed gift exceeds a value of $100 does not exceed $1,000 per person Please confirm that the Hosting is: commensurate with the status of the Public Official proportionate to the nature of the event and only for a duration sufficient to achieve the business purpose (i.e. without excessive "rest days") consistent with the Public Officials' role (i.e. another Public Official would not be more appropriate to host) not taking place concurrently with (i) re-negotiating or seeking to renegotiate the terms of an existing business relationship with the recipient Public Official or the organisation the Public Official represents, or (ii) involved in litigation or arbitration or a dispute with the recipient Public Official or the organisation the Public Official represents, in each case where such business is material to the recipient Public Official or the organisation the Public Official represents (e.g. BG is not or seeking to re-negotiate the terms of an existing contract) compliant with BG Group s Gifts and Hospitality Standard compliant with BG Group s Political Donations Standard If the purpose of the Hosting is to train a Public Official: the selected individuals have the skills and background necessary for the training to be a success? has BG Group established with the Public Official or the government agency, in writing, which Hosting expenses BG Group will pay for? Is the manner, and method of paying for the Hosting appropriate, transparent, and obvious? Are all of the people receiving the proposed Hosting employees of the relevant government agency or body (and not a spouse or relative of an employee) Is there a legitimate and objectively demonstrable business justification for them to receive the proposed Hosting? Are there any Red Flags from Appendix 3 to the Standard? Does the proposed Hosting comply with the UK Bribery Act and all applicable local laws? 16 of 19

17 CHECKLIST YES NO Have all related registrations and approvals been completed in accordance with the BG Group Gifts & Hospitality Standard? BG GROUP HOST CONFIRMATION I confirm that: (a) this Hosting complies with the BG Standard for and no Hosting conflicts with section 6.1 of the Standard. (b) the answer to Item 4 is NO ; and (c) the answer to all the questions in the Checklist in Item 6 is YES. Yes Yes Yes No No If the answer to Item 4 is Yes, please explain the mitigating circumstances and/or controls. No If the answer to any question in Item 6 of this Checklist is No, please explain the mitigating circumstances and/or controls. Signature: Name: Date: BG GROUP LEGAL ADVISER CONFIRMATION I confirm that I have reviewed the proposal for the Hosting and I am not aware of any reason why the Hosting may not be undertaken under this Standard. The Hosting complies with the United Kingdom Bribery Act and all the laws and any code applying to the relevant Public Official; Yes No Signature: Name: Date: 17 of 19

18 Appendix D Red Flags The following red flags are indicative that proposed Hosting is inappropriate: a) Are you confident that you could justify the nature, value, duration or frequency of any gift or hospitality that you give or receive to the Audit Committee or your manager or their manager? If the answer is NO, this is a red flag. b) Are you confident that the proposed gift or hospitality can be transparently and properly recorded in BG Group s accounting records? If the answer is NO, this is a red flag. c) Could any item or part of the hosting be regarded as lavish, for example firstclass travel, five-star hotel accommodation, side trips to tourist destinations, the provision of incidental spending money or the extension of travel support to the official's spouse, partner, relative or friend? If the answer is YES, this is a red flag. d) Would either you or BG Group be embarrassed if details of any gift or hospitality that you gave or received were reported in a tabloid newspaper? If the answer is YES, this is a red flag. e) All employees of BG Group have a responsibility to promote the success of the company they work for, for the benefit of their members. Will all the expenses to be incurred hosting Public Officials, be compatible with this responsibility? If the answer is NO, this is a red flag. f) As an employee of BG Group you have a duty to avoid a situation in which you have, or can have, a direct or indirect interest that conflicts, or possibly may conflict with, the interests of BG Group. If you give a gift or hospitality, in particular if there is concurrent business pending (e.g. a tender or bidding process with the department of the Public Official involved), are you confident that: you will not create the perception that you have or can have a direct or indirect conflict of interest; or you will not create the perception that the hospitality is in fact a bribe as there is a quid pro quo for the hospitality? If you are not confident of the above, this is a red flag. 18 of 19

19 Revision Record Issue No. Description of Revision 1.0 Key Changes Summary: 6.2 expanded definition of Public Official (Appendix 1) alongside a new identification flow chart (Appendix 1a). 6.4 Pre-Approval Form (Appendix 2) requires additional information to be recorded. This template should be used from 01 July Red Flags, previously maintained in the body of the Standard have been moved to Appendix 3 and new red flags added. 6.4 Gifts and Hospitality value limits for Hosting of Public Officials are now maintained within this Standard. 6.9 new requirement to register Hosting that is declined by the offeree increased frequencies for review of forms and registers. 19 of 19