Global Anti-Corruption and Bribery Policy GULFMARK OFFSHORE, INC. GLOBAL ANTI-CORRUPTION AND BRIBERY POLICY

Transcription

1 GULFMARK OFFSHORE, INC. GLOBAL ANTI-CORRUPTION AND BRIBERY POLICY 1

2 TABLE OF CONTENTS Sections I II III IV V VI VII VIII IX X XI XII XIII XIV Introduction Scope Purpose Compliance Effective Date General Policy Commitment to Compliance The Foreign Corrupt Practices Act Due Diligence Procedures Accounting Issues Compliance with Anti-Corruption Laws Reporting Violations or Suspicious Activity Further Information Communication and Training Contact Information Appendix Appendix A Warning Signs - Red Flags 2

3 GulfMark Offshore, Inc. Anti-Corruption and Bribery Policy To all GulfMark Offshore, Inc. employees, subsidiaries and affiliated companies associated with GulfMark Offshore, Inc. GulfMark Offshore, Inc. operates around the world and we pride ourselves on our reputation for acting with integrity and honesty. We greatly value our reputation and believe that it is one of our competitive strengths. It is essential that all GulfMark Offshore, Inc. employees at all levels in all parts of the world and all those associated with GulfMark Offshore, Inc. protect our reputation. Bribery and Corruption In view of the nature, scale and geographic range of our activities, it is important that we address the risk of bribery and corruption. Bribery and corruption is a major global issue, causing damage to societies and individuals worldwide. It undermines the rule of law, distorts markets, and allows organized crime, terrorism and other threats to human society to flourish. Bribery and corruption are criminal offences. If convicted, GulfMark Offshore, Inc. as a company may receive a significant fine and suffer lasting damage, both financially and to our reputation, and our directors and officers may face a fine or imprisonment. You as an individual may similarly face a fine or imprisonment. Third parties doing business with us are expected to adhere to contract provisions relating to the prevention of bribery and corruption or risk termination of the business relationship. Our Anti-Corruption and Bribery Commitments GulfMark Offshore, Inc. through its Board of Directors and its Executive Management team makes the following commitments: We are committed to a zero-tolerance approach to bribery and corruption. Bribery and corruption are never acceptable by or on behalf of GulfMark Offshore, Inc. and we will not tolerate them in our business or by those who do business with us. We are committed to acting fairly, honestly, openly and in an ethical manner in all our business dealings and relationships. We are committed to upholding applicable national and international laws and regulations relevant to countering bribery and corruption wherever we operate. We are committed to implementing and enforcing effective systems within GulfMark Offshore, Inc. to counter bribery and corruption. Global Anti-Corruption and Bribery Policy Our Global Anti-Corruption and Bribery Policy supports our anti-corruption and bribery commitments. It sets out in practical terms how you should behave and what you should do if you are confronted with bribery and/or corruption. We expect all of you to comply with the Policy at all times in all aspects of your work. 3

4 Support If you have any questions or concerns relating to bribery, corruption, and any other unethical behavior, please refer to the Policy or seek guidance from the GulfMark Offshore, Inc. legal department. You may make a good faith report of suspected bribery or corruption or other alleged wrongdoing through the confidential Hotline and this will be treated in confidence. Alternatively, you may report your concerns confidentially through the multi-language compliance website. We expect your cooperation in helping to protect you and GulfMark Offshore, Inc. from the risk of bribery and corruption. 4

5 I. INTRODUCTION Corruption violates the public s trust, threatens national and international economic and social development and impedes fair trade. Most, if not all, of the countries in which GulfMark Offshore, Inc. conducts business have enacted anti-corruption/anti-bribery laws and regulations. Pursuant to these anti-corruption laws and regulations, it is generally a crime to give, pay or promise Anything of Value in order to influence an act or a decision to obtain, retain and/or direct business or to secure an improper advantage of any kind. II. SCOPE This Global Anti-Corruption and Bribery Policy (this Policy ) applies to the operations of GulfMark Offshore, Inc., including all of its divisions, subsidiaries, and affiliated companies ( GulfMark or the Company ) worldwide and to the Company s entire workforce, various agents and business partners. This Policy applies to all dealings and transactions in all countries where GulfMark operates. The entire GulfMark workforce, including others acting on behalf of GulfMark, are required to read, understand, and adhere to this Policy. In addition, GulfMark managers are required to enforce this Policy and ensure that employees, individuals, and entities for which they are responsible, are aware of, understand, and adhere to the requirements of this Policy. III. PURPOSE This Policy is designed to ensure compliance with the anti-bribery laws to which the Company and its employees are subject. These include the U.S. and the UK anti-bribery and corruption laws (principally the U.S. Foreign Corrupt Practices Act ( FCPA ) and the UK Bribery Act 2010 ( UK Bribery Act )) and all applicable anti-corruption laws, both domestically and internationally. This Policy sets the expectation and requirements for compliance with those laws. If local laws or regulations establish stricter requirements, GulfMark will comply with such stricter requirements. For example, the UK Bribery Act prohibits all bribery of government, private and commercial employees and not only imposes criminal liability for the actual bribery offense, but also for failure to prevent persons associated with the company from committing bribery on its behalf. IV. COMPLIANCE EFFECTIVE DATE This Policy has been amended and is effective May 1, V. GENERAL POLICY No Company director, officer, shareholder, employee, agent, consultant, advisor, contractor, broker, representative, alliance partner, or joint venture partner ( Company Representative(s) ) has authority to violate the FCPA or any applicable anti-corruption law. The FCPA prohibits Company Representatives from corruptly paying, offering to pay, or giving Anything of Value to any Foreign Official (as defined below), employee of, or representative of or to, a government owned or controlled entity, or to any private person or employee of any business entity, in order to improperly influence any act or decision or to induce such person to do or omit to do an act in violation of his or her lawful duty, or to secure any improper advantage in order to assist in obtaining or retaining business for or with, or directing business to, any person. All Company Representatives are obligated to keep books, records, and accounts that accurately and fairly reflect all transactions and disposition of Company assets. 5

6 VI. COMMITMENT TO COMPLIANCE Compliance with Laws; No Improper Payments Compliance is a core value for GulfMark. The Company is committed to conducting its business ethically and in full compliance with laws of the countries where we work. The Company prohibits all improper or unethical payments to any Foreign Official anywhere in the world. Countries around the world are adopting anti-corruption laws which make it a crime to make bribes. Both the Company and Company Representatives are governed by these laws and must abide by them. Reporting Demands for a Bribe It is absolutely imperative that each and every person who does business with the Company understands that Company Representatives will not, under any circumstances, offer, give or accept bribes or kickbacks. Any demand for a bribe or payment of a bribe must be brought by employees in writing immediately to the attention of the Chief Compliance Officer, the Chief Financial Officer and the General Counsel. Use the contact information for these officers at the end of this Policy to make a report. The Consequences of Breach of Anti-Bribery and Corruption Laws Violations of anti-corruption laws will subject both the Company and Company Representatives to fines and criminal penalties, including jail time. The Company will not pay any fines or penalties assessed against a Company Representative who is found guilty of violating any anti-corruption laws. Actual or perceived breaches of these laws may also result in severe financial and reputational damage for the Company. In the UK, for example, bribery and corruption are punishable for individuals by up to ten (10) years imprisonment. VII. THE FOREIGN CORRUPT PRACTICES ACT Even though some Company affiliates and subsidiaries are organized under the laws of a foreign country, because they are directly or indirectly held by a U.S. corporation, their activities are subject to the FCPA. The FCPA generally prohibits any United States person or firm or any foreign person or firm working on behalf of a U.S. person or firm, from paying or giving, or offering or promising to pay or give, any money or any other thing of value, directly or indirectly, to any Foreign Official, foreign political party or candidate for foreign political office for the purpose of obtaining or retaining business or securing an improper advantage. Terms to Help You Understand the FCPA The following concepts and definitions are essential to understanding the scope of the FCPA s anti-bribery provisions: The Company may be held liable for violating the anti-bribery provisions of the FCPA whether or not it took any action in the U.S. That means that the Company and Company Representatives can be liable for the conduct of overseas employees or agents, even if no money was transferred from the U.S. and no U.S. person participated in any way in the foreign bribery. Foreign Official(s) means any non U.S. government official (including employees of government-owned and government-controlled companies, and employees of public international organizations), political party, party official or candidate, and anyone working in an official capacity for or on behalf of a non U.S. government, government-owned or government-controlled company, public international organization or political party. Some 6

7 examples of Foreign Officials include: employees of national oil or other state-owned companies, members of the military, employees of state-owned universities, the European Union and immigration and customs officials. Foreign Officials include all levels and all ranks of government officials, whether federal, state, provincial, county, municipal or other level. Giving, Offering or Promising includes direct and indirect payments, gifts, offers, or promises. Even if the improper payment is not consummated or successful in its objective, merely offering it violates the FCPA. Instructing, authorizing, or allowing a third party to make a prohibited payment on the Company s behalf constitutes a violation of the FCPA by the Company and the individuals involved. This includes ratifying a payment after the fact, or making a payment to a third party knowing or having reason to know that it will likely be given to a Foreign Official. Anything of Value includes not only cash and cash equivalents, but also gifts, entertainment, travel expenses, accommodations, political contributions or charitable donations, and anything else of tangible or intangible value. For more information on gifts, entertainment, travel expenses, and accommodations please refer to the Company s policy on Travel and Entertainment. Obtaining or Retaining Business or Securing an Improper Advantage includes but is not limited to preferential treatment in a bid, a reduction in taxes or custom duties, a favorable change in regulations, tolerance of non-compliance with local rules, or other favors or preferential treatment. The business to be obtained or retained or the improper advantage need not involve a contract with a foreign government or foreign government instrumentality. What the FCPA Prohibits The FCPA has two parts: (1) the anti-bribery provisions and (2) the record keeping and internal controls provisions. Anti-Bribery A violation of the FCPA s anti-bribery provisions occurs when a payment, offer, or promise to pay anything of value, directly or indirectly, is corruptly made to any Foreign Official or anyone acting on behalf of a governmental international organization for the purpose of obtaining or retaining business for or with or directing business to, or securing an improper advantage. Knowledge and Intent The Improper Purpose The FCPA prohibits payments intended to influence any act or decision of a Foreign Official in his/her official capacity, to induce such official to do or not to do an act in violation of his/her lawful duty or secure an improper advantage; or induce such Foreign Official in his/her influence to affect or influence an act, or decision of the government in order to obtain or retain business for or with or to direct business to a person or entity. Knowledge regarding Third Party Payments The FCPA also prohibits payments (as described above) made by third parties where a company pays or provides a thing of value to a third party, knowing that the payment or thing of value will be passed on or made in whole or in part to the third party. A Company Representative s state of mind is knowing with respect to conduct, a circumstance, or a result if the person is 7

8 aware or has a firm belief a third party is engaging in such conduct, that such circumstances exists, or that such result is substantially certain to occur. The Company and a Company Representative may be held to have knowledge of an unlawful transaction notwithstanding any attempts to insulate themselves through willful blindness, ignorance, or conscious disregard of suspicious actions or circumstances. (a) Facilitating Payments Under limited circumstances, the FCPA allows modest payments to expedite or secure the performance of certain routine government actions such as clerical activities which do not involve the exercise of discretion. A facilitating payment is a modest payment, usually in cash, given to a government employee to expedite or secure the performance of a routine governmental action. While anti-corruption laws prohibit bribes to government officials to influence decisions, the United States and some other countries may allow facilitating payments in limited situations. Examples include expediting utility services, providing needed police protection, mail pickup and delivery, loading and unloading cargo, approving the granting of a work permit, customs clearance or visa to which the applicant is entitled. The term routine governmental actions does not include any decision by a foreign official to award new business or to continue business with a particular party, or any action taken by a foreign official involved in the decision making process to encourage a decision to award new business or to continue business with a particular party. GulfMark prohibits the use of facilitating payments except where approved. Payments that are intended to affect the outcome of a government decision in any way may not be made under any circumstances. No facilitating payment may be made by any Company Representative without the express approval of the Chief Compliance Officer and General Counsel. A facilitating payment must only be paid as a final resort. If there is any reasonable alternative for securing the required routine governmental service or if any expected delay can be reasonably accommodated, the facilitation payment must not be made. Even where facilitation payments may be customary business practice in a particular country, they are usually illegal under local law and may result in prosecution. Facilitation payments are treated as bribes and are criminal under UK law. All facilitation payments must be reported after they are made to the Chief Compliance Officer and General Counsel by at the contact information listed at the end of this Policy. The report must list the details of the payment to include the amount, the recipient, the name of his/her employer, and the justification for the payment, as well as any additional information requested by the Chief Compliance Officer and General Counsel. In addition, all facilitating payments must be recorded accurately and fairly in expense accounts and the Company s books and records. Expense information must be recorded as a facilitating payment and shall include all information required pursuant to the Company s expense account policies and procedures. The Company will periodically conduct an audit to ensure that any facilitating payment was lawful and in accordance with this Policy. Making facilitating payments in violation of the Policy or applicable laws will subject a Company Representative to possible termination of employment and prosecution by authorities. (b) Threats of Violence A very narrow exception to the FCPA permits payment that would otherwise violate the FCPA if the Company is the victim of extortion. The government has interpreted extortion to cover only threats of physical violence. Nevertheless, no payments should be made under threat of 8

9 violence unless expressly approved by the Chief Compliance Officer and General Counsel. Threats of severe economic harm are not considered extortion under the FCPA. (c) Lawful Payments The FCPA permits payments that are lawful under the written laws and regulations of the official s country. The mere absence of written laws prohibiting certain activity does not meet the requirement that the activity be lawful under the written laws. Further, the fact that Foreign Officials may routinely solicit and receive bribes does not make the payment of such bribes acceptable for the Company. (d) Payment of Reasonable and Bona Fide Expenses Subject to Company policy, the FCPA permits reasonable and bona fide expenses, such as travel and lodging expenses, incurred by a Foreign Official in connection with the promotion, demonstration or explanation of the Company s services, or in the execution or performance of a foreign official contract. Such expenses do not include those incurred by the Foreign Official s spouse or family member or the costs of a personal side trip. Any payment for expenses for promotion of services or performance of government contracts must comply with the Company s policy on Travel and Entertainment. Special rules apply in respect to Public Officials. This is because in certain countries it can be a criminal offense involving severe penalties to provide, for example, a gift to a Public Official. You must not provide any money or anything else of value to any Public Official for the purpose of influencing the Public Official in the performance of their official functions with the intention of obtaining or retaining business or an advantage in the conduct of business. This is irrespective of whether or not the Public Official actually performs a function improperly. (e) Charitable Donations While donations to charitable organizations ordinarily are regarded as good corporate citizenship, those made to organizations in which Public Officials possess a role cause concerns under international anti-corruption laws. Similarly, the FCPA and the U.S. authorities have taken the position that a donation made to a charity associated with a Public Official is considered a benefit for the Public Official. Any charitable donation offered or made on behalf of the Company, or using the Company s financial resources, must be legal under applicable local law and not made with the intention of influencing business or official decisions or gaining a commercial or other advantage. Any donation made to a charity associated with a Public Official must be approved by the Chief Compliance Officer and General Counsel. (f) Political Contributions Political contributions or donations and other political expenditures may constitute bribes when they are made with the intention of influencing business or official decisions in gaining a commercial or other advantage. Company Representatives must not make contributions or donations to political parties, other political organizations or election candidates or incur other political expenditure on behalf of the Company or using Company financial resources. (g) Red Flags Certain situations arise which may indicate a potential violation of the FCPA. The following red flags are merely a representative list of the types of transactions that may suggest a potential violation. Company Representatives should always be alert to signs that a transaction is wrong. The FCPA red flags identified by the U.S. Department of Justice are described in Appendix A. 9

10 VIII. DUE DILIGENCE PROCEDURES Agents, Consultants and Other Third Party Intermediaries The FCPA prohibits corrupt offers, promises and payments through third party intermediaries. It is unlawful to make an offer, promise, or payment of anything of value through an agent, consultant, service provider, advisor, contractor, broker, joint venture partner or other third party to secure an improper benefit with the knowledge that the ultimate beneficiary is a government official. GulfMark seeks to establish and retain relationships with business partners who share similar ethical principles. Under anti-corruption laws, GulfMark could be held responsible for the conduct of its partners or representatives when we (a) know or (b) reasonably should have known, of their unlawful conduct. GulfMark will, wherever possible, reserve the right to terminate contractual relationships with any third party who works with or for GulfMark if they breach this Policy or any applicable anti-corruption and bribery contractual provisions. Pre-Hiring Due Diligence Whenever the Company intends to engage or retain an agent, consultant, contractor, broker, advisor, joint venture partner or other third party intermediaries in connection with any business being sought, the Company will conduct a due diligence inquiry of the prospective third party in order to determine the reputation, beneficial ownership, professional capability and experience, financial standing and credibility of the prospective third party and the history of such prospective third party s compliance with applicable provisions of the FCPA or similar applicable laws in other countries. The specific information to be obtained in connection with such due diligence shall be specified by, and the results of such investigation shall be reviewed and approved by the Chief Compliance Officer and General Counsel. Key information concerning prospective third party intermediaries shall be recorded in the Company s Due Diligence Questionnaire that must be certified as correct by the relevant prospective third party intermediary and the Company s Managing Director. Additional due diligence may be required depending on the third party s risk profile results. When engaging third party intermediaries, GulfMark employees must follow the Company s Policy, Procedure & Guidance on Engaging Intermediaries. Post-Hiring Monitoring Once the Company retains a third party, employees have a responsibility to continue monitoring on-going activities for any FCPA red flags or concerns. If any employee knows or reasonably believes that a payment or promise of payment prohibited by the FCPA has been, is being or may be made by an agent, consultant or other third party intermediary for or on the Company s behalf, the employee shall immediately advise the Chief Compliance Officer and General Counsel and shall use all reasonable efforts to prevent the payment or promise of payment from occurring. Mergers and Acquisitions Whenever the Company pursues the acquisition of any business entity, the due diligence process associated with the proposed acquisition shall include an inquiry of the acquisition target s compliance with the FCPA. The specific information to be obtained in connection with such investigation shall be specified by, and the written results of such investigation shall be reviewed and approved by the Chief Compliance Officer and General Counsel. 10

11 Joint Ventures Whenever the Company elects to pursue work outside the United States through a joint venture, the Company will conduct a review of the prospective joint venture partner or partners in order to determine the reputation, beneficial ownership, professional capability and experience, financial standing and credibility of the prospective joint venture partner or partners and the history of such prospective joint venture partner or partners compliance with applicable provisions of the FCPA or similar applicable provisions in other countries. The specific information to be obtained in connection with such investigation shall be specified by, and the written results of such investigation shall be reviewed and approved by the Chief Compliance Officer and General Counsel. IX. ACCOUNTING ISSUES Books, Records and Internal Controls As an entity whose securities are publicly traded in the United States, GulfMark is required to make and keep books, records and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company s assets. In addition, the Company must maintain a system of internal accounting controls sufficient to provide reasonable assurances as follows: That transactions are executed in accordance with management s general or specific authorization; That transactions are recorded in such a way as to allow preparation of a report that is in conformity with generally accepted accounting principles; That access to assets is permitted only in accordance with management s general or specific authorization; and That the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. A failure to accurately and fairly document any transaction is a separate books and records violation of both the FCPA and this Policy. No undisclosed or unrecorded company funds, such as off the books accounts, will be established for any purpose. The Company expects its agents, business partners and third party intermediaries to maintain and keep books and records which accurately and fairly record transactions, services, and the purpose of any payments, including those detailed in invoices submitted to the Company. Penalties Penalties for violating the FCPA can be severe. Corporations are subject to criminal fines of up to $2,000,000 and civil fines up to $10,000 per violation. Individuals are subject to criminal fines up to $250,000, imprisonment for up to 5 years, or both. Individuals are also subject to civil fines up to $10,000. Under the FCPA s accounting provisions, the Company could be subject to fines of up to $25,000,000. Individuals could face fines of up to $5,000,000 and/or imprisonment for up to 20 years. The Company takes its obligations to comply with the FCPA seriously. Accordingly, employees who fail to follow the Company s Policy and procedures, whether expressly stated in this Policy or otherwise, may be subject to adverse employment action, including where warranted dismissal and may also be fined and/or imprisoned as described above. 11

12 Conduct that violated the FCPA may also give rise to liability for both the Company and the individual under the anti-corruption laws of the country in which the foreign official was bribed. Civil and criminal penalties under these laws may be much more severe than under the FCPA. X. COMPLIANCE WITH ANTI-CORRUPTION LAWS While each Company Representative is individually responsible for conducting the Company s activities in a manner consistent with the Company s values and in compliance with the anti-corruption laws where we work, he or she does not do so alone. The Company has in place the resources, people and processes to answer questions and guide Company Representatives through difficult decisions. The Company has instituted a formal compliance program (the Compliance Program ) led by the Chief Compliance Officer and the General Counsel. The Compliance Program encompasses education and training, reporting mechanisms, internal controls, policies and procedures that include this Policy, as well as the Code of Business Conduct and Ethics. The Compliance Program is intended to help assure compliance with antibribery laws and especially detect and deter violations of the FCPA and any other applicable anticorruption laws. XI REPORTING VIOLATIONS OR SUSPICIOUS ACTIVITY If you see something suspicious, say something! You are responsible for reporting actions you believe violate this Policy, even if it is your superior who is violating this Policy. GulfMark will not tolerate retaliation against anyone who, in good faith, reports a concern or cooperates with a compliance investigation, even when allegations are found to be unsubstantiated. The Red Flags listed in Appendix A will help you spot potential suspicious activities. Managers or other employees who retaliate against any other employee in violation of this Policy are subject to disciplinary action, up to and including termination. If you suspect retaliation, you should report it immediately. When you are contacted through an investigation, you have an obligation to cooperate. Failure to cooperate and provide honest, truthful information could result in disciplinary action. XII. FURTHER INFORMATION Anti-corruption laws around the world can be complex and far reaching. This Policy is not intended to be an explanation of all the specific provisions of those laws or an exhaustive list of activities or practices that could affect the reputation and goodwill of the Company s business. This Policy should be read in conjunction with the Company s other policies governing employee conduct and any questions should be addressed to the Chief Compliance Officer and General Counsel. XIII. COMMUNICATION AND TRAINING We are committed to ensuring that this Policy and our associated anti-corruption procedures are embedded and understood throughout our organization through internal and external communication and training. Employees will be required to certify that they have received and read this Policy and certify their compliance with it annually. Our commitments must be communicated to third party business partners at the outset of the business relationship with them and as appropriate thereafter and appropriate training on how to implement and comply with this Policy may, as necessary, be provided to relevant employees of third parties. XIV. CONTACT INFORMATION If you have questions or problems concerning this Policy, interactions with foreign officials, or payment practices, you should contact GulfMark s General Counsel and Chief Compliance Officer at: 12

13 GulfMark Offshore, Inc. Attention: Legal Department 842 West Sam Houston Parkway N. Suite 400 Houston, Texas Telephone: Facsimile: General Counsel Alternatively, you may direct questions or concerns to GulfMark s confidential U.S. Hotline or the international toll-free lines: From USA From Brazil or then From Indonesia From Mexico then From Norway From Philippines then From Singapore From Vietnam at the ATT prompt From Malaysia From Thailand From Trinidad then From the UK Additionally you may use the Company s multi-language compliance website: to submit a report. 13

14 APPENDIX A WARNING SIGNS ( RED FLAGS ) This is a non-exclusive list of warning signs that employees should be aware of in order to report situations that may raise issues under the FCPA, international anti-corruption laws, or the GulfMark Anti-Corruption and Bribery Policy. Individually, these warning signs do not prove the existence of illicit or improper activity, but they may suggest the need for further inquiry, consultation with legal counsel, or greater vigilance in managing, reviewing and monitoring third parties. Contact the Chief Compliance Officer and General Counsel immediately if you have any questions or concerns. 1. The third party has a history of improper payment practices. 2. The transaction or the third party is in a country where there is widespread corruption. 3. The transaction or the third party is in a country that has a history of bribes and kickbacks. 4. The transaction or the third party is involved in or with an industry that has a history of FCPA violations. 5. The third party refuses to agree to comply with the FCPA. 6. The third party has a family or business relationship with a government official. 7. The third party has a poor business reputation. 8. The third party insists that its identity remain confidential or refuses to divulge the identity of its owners. 9. A government customer recommends or insists on use of a particular intermediary or consultant. 10. The third party does not have offices or a staff. 11. The third party does not have significant experience. 12. The third party insists on unusual or suspicious contracting procedures. 13. The fee or commission to be paid to the third party is unusually high. 14. The payment mechanism to be utilized is secretive or unusual. 15. The third party submits inflated or inaccurate invoices. 16. The third party requests cash or bearer instrument payments. 17. The third party requests payment in a jurisdiction outside its home country that has no relationship to the transaction or the entities involved in the transaction. 18. The third party asks that a new customer be granted an extensive credit line. 14

15 19. The third party requests unusual bonus or special payments. 20. The third party requests an unusual advance payment. 21. The third party demands gifts or hospitality before commencing or continuing contractual negotiations or the provision of services or offers you an unusually generous gift or lavish hospitality. 22. The third party refuses to provide (or provides insufficient, false or inconsistent) information in response to due diligence questions. 23. The third party refuses to sign a commission or fee agreement or insists on the use of a side-letter relating to payment of funds. 24. The third party requests that a transaction is structured to evade normal record-keeping or reporting requirements. 25. The termination of a business relationship with a third party by another entity under suspicious or inadequately explained circumstances. 26. Heavy reliance on political/government contacts to promote the Company s interests. 27. In connection with meetings attended by Government Officials, paying for anything but reasonable accommodations, meals and entertainment. 28. Sponsoring travel to resort settings or paying for excessive periods for sightseeing. 29. Payments for travel, accommodations, meals or entertainment for an individual s relatives, friends or other persons affiliated with that individual. 30. Use of unverified intermediaries, agents, distributors, brokers or other third-parties. 31. A salesperson or agent who is on commission brings in an unusually high volume of business. 32. Agents or consultants who are former government officials. 15