OMNI TECHNICAL SOLUTIONS Business Ethics, Compliance, Anti-Corruption and Anti-Money Laundering Policy Updated: September 2015
Table of Contents 1. Introduction... 2 2. Business Ethics... 3 2.1 Compliance... 3 2.2 Anti-Corruption... 3 2.2.1 Facilitation Payments... 3 2.2.2 Kickbacks and Undocumented Cash Payments... 4 2.2.3 Gifts, Hospitality and Expenses... 4 2.2.4 Protection Money... 4 2.2.5 Political and Charitable Contributions and Sponsorships... 4 2.3 Anti-Money Laundering... 5 3. Organizational Responsibility... 6 1 P a g e
1. Introduction This is a guideline intended to give Omni Group operations, employees and third party affiliates guidance in respect to Business Ethics, Compliance, Anti-Corruption and Anti-Money Laundering. This policy emphasizes our commitment towards combating corruption and bribery on all levels. The policy is designed to conform to international rules and regulations including the Foreign Corrupt Practices Act of 1977 and the OECD Anti-Bribery Convention. Purpose HICS Omni Group is dedicated to deliver professional excellence. As a company, we believe we can only honour our contractual and business obligations through uncompromising dedication in adopting the highest professional and ethical standards. For this reason, Omni Group have implemented a Business Ethics, Compliance, Anti-Corruption and Anti-Money Laundering Policy. The policy principles and rules apply to all group activities and address technical and business professional conduct and ethics to support the company values outlined below: Can do attitude Integrity Innovative thinking Initiative Ownership Respect Teamwork PURPOSE 2 P a g e
2. Business Ethics The Omni Group is committed to ensuring that business is conducted in all respects according to rigorous ethical, professional and legal standards. The company accepts that it has a moral obligation to act as a responsible corporate citizen in all jurisdictions. At Omni Group, we strive to enhance the communities in which we operate. We respect and care for the people within these communities and take responsibility for the effects of our presence in these environments. Our Code of Conduct is in accordance with the principles and recommendations of the Danish Corporate Governance Code and outlines the required standards of personal and corporate behavior, reinforcing a strong ethical culture which runs through the very fabric of our organization. Honesty and integrity in communications is regarded as the key pillar in establishing the Company s reputation as a credible and trustworthy member of the international business community. On this basis, the Omni Group operates by communicating openly with all of its stakeholders whether they are shareholders, government departments or agencies, the local community, employees, customers or suppliers. Omni s four pillars of management are: Transparency Accountability Fairness Independence 2.1 Compliance Employees of Omni Group are placed in a position of trust. They manage Omni Group resources, have access to Omni Group information and make decisions that affect the interests of others. All employees are expected to be honest and impartial when carrying out their duties to maintain confidence in Omni Group and to advance the good name of the organisation. Omni Group act with due care before engaging with a business partner and ensure that business partners and subsidiaries know and respect our Business Ethics, Compliance, Anti-Corruption and Anti-Money Laundering Policy. All business partners will receive written information about our policy and this policy is also made public on our website, including contact information for our Compliance Officer ( compliance@o-t-s.dk) In many countries it is a common practice for government officials to own or operate business enterprises. While the FCPA and other related laws do not prohibit legitimate business relationships with business enterprises owned or controlled by foreign officials, great care must be taken to avoid any association with any such enterprise in circumstances that might constitute an evasion of the FCPA and other related laws. We conduct our procurement practices in a fair and transparent manner and act with due care when evaluating major prospective contractors and suppliers. We will make our policy known to our contractors and suppliers through written statements and our website. We will avoid dealing with prospective contractors and suppliers known to be paying bribes or involved in other forms of corruption. 2.2 Anti-Corruption Corruption is the misuse of entrusted power for private gains. There are many different types and forms of corruption for which Omni Group s stance is outlined below. 2.2.1 Facilitation Payments Facilitation payments are a form of bribery made with the purpose of expediting or facilitating the performance by a public official for a routine governmental action and not to obtain or retain business for any other improper advantage. Omni Group has zero tolerance policy regarding facilitation payments. 3 P a g e
The employee faced with the demand for a facilitation payment must take following steps: Actively resist the payment 1. Inform your immediate manager, if possible, before making any payments 2. Inform the Compliance Officer and create a record concerning the payment If demands for facilitation payments occur, they will be recorded at Omni Group by the Compliance Officer. This specification is used for an ongoing evaluation of potential business risks or damage to Omni Group s image. 2.2.2 Kickbacks and Undocumented Cash Payments Omni Group personnel and third party affiliates are prohibited from engaging in kickbacks. A kickback is any payment, not reflected on the face of a business contract that is required to be made to a government agency, a government official, or a private individual in order to conclude the business agreement at issue. Omni Group personnel and third party affiliates may not make undocumented cash payments, on Omni Group s behalf, to any government agency, government official, or private individual for any purpose. Any Omni Group employee approached by a third party demanding kickbacks must report this immediately to the Compliance Officer via email. 2.2.3 Gifts, Hospitality and Expenses Omni Group employees must not give or receive courtesies which could be evaluated as illegal or improper exchanges. They must refrain from offering courtesy which violates the recipient s standards. In addition, government or public servants may be under strict guidelines, preventing them from receiving courtesies. Offering courtesies to government or public servants may be considered as a legal offense in certain countries. Omni Group employees are not allowed to accept or give courtesies, which involve cash or cash equivalents. They may offer or receive gifts, hospitalities, and expenses provided they would not motivate favouritisms and/or create any obligation. All courtesies must be reasonable and may not be frequent, suggesting a pattern. Courtesies in the form of travel, meals, receptions, sightseeing, gifts, or other expenses may only be offered or given to persons with a professional interest in the relationship but not to any spouses and relatives. To avoid gifts, hospitalities and entertainment to have undue influence on business decisions, their maximum value must be in accordance with local, professional and industry standards specific to each country and appropriately balanced not to constitute an amount disproportional to the receiver s income level. If in doubt ask your Senior Manager for recommendations. 2.2.4 Protection Money In some instances, protection money may be solicited. This is a kind of extortion which might involve physical threats. Omni Group will not engage in such affairs and see it as our obligation to protect any employee or partner and such incidents should be reported to the Compliance Officer immediately. In certain situations such threats might lead to a cessation of business. 2.2.5 Political and Charitable Contributions and Sponsorships Omni Group does not grant financial or other support to political parties or political campaign efforts, as this can be perceived as an attempt to gain an improper business advantage. We encourage our employees to use their personal rights to participate in political and democratic processes. 4 P a g e
2.3 Anti-Money Laundering Money Laundering is the concealment of the origins of illegally obtained money, typically by means of transfers involving foreign banks or legitimate businesses. Omni Group is committed to complying fully with anti-money laundering laws throughout the world. We will conduct business only with reputable customers, involved in legitimate business activities with funds derived from legitimate sources. We will neither enter into nor tolerate any arrangement which facilitates or appears to be used to facilitate any acquisition, retention, use or control of any money payments intended to disguise the proceeds of crime. Every employee has to collect and understand documentation about perceptive customers and business partners to ensure that they are involved in lawful business activities and their funds are of lawful origin. Reasonable steps are must be taken to prevent and detect unacceptable and suspicious forms of payment. 5 P a g e
3. Organizational Responsibility Every employee of Omni and Omni Group Companies has an independent obligation to secure that any and all interaction with public officials complies with all relevant laws and regulations, including this policy. All employees are expected to behave honestly and trustworthy; make sure that their behaviour comply with this policy; not engage in any acts of corruption; not pay or accept bribes; make a clear distinction between the interest of company and private interests, and avoid possible conflict (including accepting gifts, invitations or other advantages conflicting with this principle). Failure to follow these guidelines will result in immediate disciplinary action. The Compliance Officer (reporting directly to the CEO) is responsible for implementing and enforcing the Business Ethics, Compliance, Anti-Corruption and Anti-Money Laundering Policy. This includes securing that all relevant employees are informed about the policy. All new employees will be briefed about this policy as part of the welcome orientation and all relevant employees will receive frequent training, including but not limited to compliance with laws, regulations, or standard conducts relevant for our line of business and the position they hold in Omni. Any transaction, no matter how seemingly insignificant, that might give rise to a violation of this policy must promptly be reported to the Compliance Officer. All such reports will be treated as confidential, to be used only for the purpose of addressing the specific problem they address. As long as the report is made honestly and in good faith, Omni will take no adverse action against any person based on the making of such a report. Employees must note, however, that failure to report known or suspected wrongdoing of which an employee has knowledge may, by itself, subject that employee to disciplinary action. Any Omni subsidiary is to implement and maintain their own Business Ethics, Compliance, Anti-Corruption and Anti-Money Laundering Policy based on this policy. Compliance with this policy is constantly being monitored by Omni. Internal audits are conducted at regular intervals or when deemed necessary. Any questions concerning Business Ethics, Compliance, Anti-Corruption and Anti-Money Laundering Policy and related requirements may be addressed to the Compliance Officer by email. 6 P a g e