GLOBAL BUSINESS COURTESIES POLICY

Transcription

1 Page 1 of 5 PURPOSE: To ensure strict compliance with anti-corruption laws by establishing guidelines and procedures for offers and acceptances of Anything of Value 1, including Business Courtesies. 2 This policy also sets maximum limits for offers of Business Courtesies. APPLICATION: This policy applies to all NCH Associates. 3 Any questions concerning this policy should be directed to NCH s Compliance Department. : NCH Associates may not authorize, offer, promise, give, request, or accept Anything of Value, either directly or indirectly, if the intent is to (1) improperly induce or reward a business decision, (2) improperly induce or reward a Government Official 4 action or inaction, or (3) obtain an Improper Business Advantage. 5 NCH Associates are permitted to offer or accept Business Courtesies if they meet all of the following criteria: Given or received without intention or expectation of improperly obtaining, retaining, or giving away any business advantage; Appropriate under the circumstances (such as modest business gifts offered around customary gift-giving events and not timed with a proposal for new business or additional sales orders); Not illegal in the country offered or the home country of the recipient; Permitted by the rules and regulations of the recipient s organization; Not cash or cash equivalents (e.g., gift cards, precious metals, or coupons); Of reasonable value (appropriate amounts subject to limits or guidelines established by your Business Unit, but not to exceed the applicable amounts in Table 1 and Table 2 below); If applicable, pre-approved according to the procedure section below; Not offered frequently enough to be viewed as improperly influencing another person; 1 Anything of Value has no minimum amount and includes any type of payments, Business Courtesies, Personal Favors, Services, or other things of value. 2 Business Courtesies includes Advertising, Business Meals, Business Entertainment, Business Gifts, Travel, Charitable Contributions, and Activities, Events, or Sponsorships. 3 NCH Associates include all employees, owners, contingent workers, contractors, non-employee sales representatives, and employees of controlled JV Partners. 4 Government Official includes any officer or employee of a government, its agencies or departments, state-owned or controlled enterprises, or public international organizations. Royal family members, political party officials, candidates for public office, or any person or entity acting officially on behalf of any of the, are Government Officials. Family members of any of the should also be considered Government Officials. Whether an individual is a Government Official is not always obvious; if there is any question about whether a particular person qualifies as a Government Official, you must seek clarification from the Compliance Department. If you are unsure about whether someone is a Government Official, you should assume that they until you obtain a ruling from the Compliance Department. 5 Improper Business Advantage means anything that is not entitled to the beneficiary in the normal course of business.

2 Page 2 of 5 Accompanied by complete and accurate supporting documentation (e.g., receipts), if paid or reimbursed by NCH; Presented openly and transparently (e.g., the gift or the identity of the person offering or accepting the gift is not concealed from others); and Not otherwise embarrassing to NCH, its Associates or any third party, if publicly disclosed. NCH Associates are expected to exercise good business judgment with regard to any Business Courtesy. For example, the amount spent on a business meal should reflect the typical cost for a reasonably-priced restaurant in that location. The position of the intended recipient may also be considered in relation to the appropriateness of any expense. Special scrutiny should always be given to interactions with Government Officials, due to local and international laws governing business conduct with them. Certain organizations (both government and commercial entities) may have stricter rules regarding offers or acceptances of Business Courtesies. Some organizations prohibit their employees and other representatives from accepting any Business Courtesies entirely. NCH Associates are responsible for knowing and following those rules in addition to NCH s policies. In the event of a conflict, the stricter of the two rules will apply. While reimbursement of any expense will be a determination made by business policy managers, the following compliance rules must be followed: the person submitting the expense for reimbursement must obtain approval from the appropriate level of management, attach the correct receipt (showing vendor, description, date, per unit cost and total cost), and document the following on their expense report: the full name of each recipient, each recipient s company, per unit and total cost, an explanation of business purpose or justification, and proof of approval (as applicable). Expenses must be recorded accurately in the appropriate accounts. NCH policies require that its Associates report any potential violation of its policies as soon as practicable to an appropriate NCH Legal Department or Compliance Department contact. Alternatively, reports may be made through at compliance@nch.com, or through the U.S. toll-free telephone helpline at (outside the U.S., first call the local AT&T access number, listed in the following website: Expenses in violation of any aspect of this policy may not be reimbursed unless properly pre-approved in accordance with the Procedure section below. Violations may also result in disciplinary action up to and including termination. This policy will be enforced whether or not the expenses are paid for or reimbursed by NCH. Compliance with this policy will be monitored and all NCH Associates are expected to cooperate with Compliance-related requests. Specific Guidance Related to Certain Things of Value Advertising are promotional items with a company logo used typically offered by NCH through a store or website (approved or periodically reviewed by the Compliance Department). Personalized or Custom are items given during sales calls that do not meet the definition of Advertising. Both types of novelties are subject to different limits in Tables 1 and 2.

3 Page 3 of 5 Charitable Contributions NCH supports Charitable Contributions made directly to bona fide charities, rather than individuals, thirdparty foundations or other intermediaries. Charitable Contributions may be made on behalf of NCH by NCH Associates with prior written authorization as required by the Procedure section below. Activities, Events or Sponsorships Activities, Events, or Sponsorships may include payments or in-kind benefits related to grants, projects, symposiums, training events, receptions, or other events that NCH Associates may or may not be participating in, or benefitting from. Typically, NCH will receive promotional benefits in exchange for the Activity, Event or Sponsorship. Activities, Events, or Sponsorships may be made on behalf of NCH by NCH Associates with prior written authorization as required by the Procedure section below, after documenting the following information: o Date, value and recipient of proposed Activity, Event or Sponsorship; and o Detailed description of the purpose and benefits to the recipient, NCH, NCH Associates, and others. Other Types of Payments NCH prohibits political contributions, defined as any payment made by or on behalf of the Company to political parties, party officials, political action committees, and candidates for political office. NCH prohibits facilitating or expediting payments, defined as small payments made to Government Officials to provide goods or services to which NCH is already entitled. NCH prohibits personal favors, if anyone might view the favor as possibly improperly affecting the recipients judgment. Payments associated with threats of physical harm to NCH Associates or others are permitted. These payments should be immediately reported to the Compliance Department. PROCEDURE: When proposed Business Courtesies exceed the amounts included in Table 1 and Table 2 (below), they must receive prior written authorization on the appropriate form. The current version of the appropriate form should be obtained from the Compliance Department. Please provide a reasonable amount of time for pre-approvals to be granted. While the Compliance Department will work requests diligently, it may take up to a week to process.

4 Page 4 of 5 TABLE 1 Global Maximum Limits for Business Offers to a Government Official 6 NCH Corporation Worldwide Expense Limits 7 Government Officials Advertising Personallized Novelites and Business Gifts Not to exceed $25 per occasion Not to exceed $25 per occasion or $50 annually Business Meals Not to exceed $50 per person Business Entertainment Third-Party Travel & Lodging Charitable Contributions Activities, Events, or Sponsorships Not to exceed $50 per person Business Agenda required Written pre-approval from the Compliance Department and the Business Unit (VP or ) Economy class airfare and reasonable lodging only No expenses paid for persons not traveling for business reasons Other criteria may be considered in the written pre-approval process Written pre-approval from the Compliance Department and Business Unit VP or Written pre-approval from the Compliance Department and Business Unit VP or Business Courtesies exceeding the applicable value, or other things of value such as job offers, must receive prior written authorization from the both the Compliance Department and the Business Unit (VP level or ), prior to any purchasing commitments, offers, acceptances or reimbursement. 6 Business Units may choose to implement stricter policies regarding each expense category. All expenses should be consistent with business expense guidelines provided by your Business Unit. The table sets maximum limits for NCH globally and compliance with the requirements does not mean that an expense will be reimbursed by the Company. 7 Amounts are stated in U.S. currency. Each region will set an equivalent limit in local currency, which will closely correlate to the U.S. dollar limit, absent unusual currency fluctuation.

5 Page 5 of 5 TABLE 2 Global Maximum Limits for Business Offers to a Non-Government (Commercial) Third Party 8 NCH Corporation Worldwide Expense Limits 9 Non-Government Advertising Personalized and Business Gifts Not to exceed $25 per occasion, unless it is a shirt or jacket with a logo, in which case it should not exceed $50 per occasion Personalized not to exceed $25 per occasion Other gifts not to exceed $100 per occasion Total of Personalized and Gifts may not exceed $300 annually to any individual Business Meals Not to exceed $125 per person Business Entertainment Third-Party Travel & Lodging Charitable Contributions Activities, Events, or Sponsorships Not to exceed $300 per person For travel with legitimate business purpose (with Business Agenda), economy airfare and reasonable lodging Travel expenses related to either business entertainment (i.e., no Business Agenda) or persons that have no business role (for example, family members of customers or suppliers) 10 require written pre-approval by the Compliance Department following prior written pre-approval from a Business Unit VP or Other criteria may be considered in the written pre-approval process Written pre-approval from the Business Unit VP or Charitable Contributions to any organization in excess of USD $1,000 annually must also be pre-approved in writing by the Compliance Department, if not requested or pre-approved by the NCH Corporation Board of Directors Written pre-approval from the Business Unit VP or Sponsorships in excess of USD $1,000 must also be pre-approved in writing by the Compliance Department Business Courtesies exceeding the applicable value must receive prior written authorization from the both the Compliance Department and the Business Unit (VP level or ), prior to any purchasing commitments, offers, acceptances or reimbursement. 8 Business Units may choose to implement stricter policies regarding each expense category. All expenses should be consistent with business expense guidelines provided by your Business Unit. The table sets maximum limits for NCH globally and compliance with the requirements does not mean that an expense will be reimbursed by the Company. 9 Amounts are stated in U.S. currency. Each region will set an equivalent limit in local currency, which will closely correlate to the U.S. dollar limit, absent unusual currency fluctuation. 10 This requirement excludes employee s family or spouse travel, which must otherwise be approved in accordance with applicable Business Unit policies or practices.