Anti-Bribery & Corruption Policy

Transcription

1 Anti-Bribery & Crruptin Plicy Effective Date: 1 January 2016 Fr internal and external use.

2 Table f Cntents Intrductin... 2 What is the purpse f Pearsn s ABC Plicy?... 2 Wh des Pearsn s ABC Plicy apply t?... 2 What is Bribery?... 2 Guiding Principles, Plicies, and Prcedures... 4 Cmpliance with the Plicy... 9 Additinal Infrmatin Related Plicies, Dcuments and Frms Plicy Gvernance

3 Intrductin In accrdance with Pearsn s Cde f Cnduct, Pearsn is cmmitted t cnducting its business fairly, hnestly, and lawfully with whmever and wherever we d business. As part f this cmmitment, Pearsn has a zer-tlerance Plicy twards Bribery and crruptin f any kind. This includes cmpliance with all applicable anti-bribery and crruptin (ABC) laws, including the U.S. Freign Crrupt Practices Act (FCPA) and the UK Bribery Act 2010 (UKBA). We are als cmmitted t wrking and partnering nly with thse wh share this cmmitment. What is the purpse f Pearsn s ABC Plicy? Establish a cnsistent set f expectatins and requirements regarding ABC fr all Pearsn Persnnel and Business Partners t adhere t; Avid ptential Bribery and crruptin at the surce by helping yu identify when smething may be prhibited, regulated, r therwise illegal; and Prvide yu with resurces and guidance t cnsult if yu are unsure abut whether there is a prblem, if yu need t reprt a cncern, r if yu need further advice and guidance. Wh des Pearsn s ABC Plicy apply t? Pearsn s ABC Plicy applies t its Directrs and Pearsn Persnnel, which includes fficers, emplyees (full and part time), and temprary wrkers (such as cnsultants and shrt-term r fixed-term wrkers), f any Pearsn cmpany, subsidiary, r affiliate wrldwide. What is Bribery? Bribery is ffering, prmising, r giving anything f value t any persn r entity with the intentin f inducing r rewarding that persn t crruptly r imprperly btain r retain a business advantage. Crruptin is any frm f abuse f entrusted pwer fr private gain. Crruptin includes, but is nt limited t, Bribery. Examples f Bribery Offering a bribe Yu ffer a custmer a trip t an exclusive educatin cnference n the cnditin that the custmer agrees t extend its cntract with Pearsn fr anther term. 2

4 This vilates ur Plicy because yu are making the ffer t influence an imprper perfrmance f the custmer s impartiality twards Pearsn. It may als be an ffence fr the custmer t accept yur ffer, particularly if the custmer is a Gvernment Official. Receiving a bribe A supplier ffers yu a ticket t watch yur favurite ftball team and makes it clear that it culd be a regular ccurrence if Pearsn cntinues t d business with the supplier. Accepting the ffer vilates ur Plicy because it is an attempt t imprperly influence the perfrmance f yur impartiality and gd faith twards ur suppliers. Bribing a Gvernment Official Yu ffer a Gvernment Official t pay fr his/her travel t Pearsn s Lndn ffice if he agrees t successfully recmmend Pearsn s prduct t the gvernment entity s prcurement cmmittee. Yu vilate the Plicy as sn as the Gift r Hspitality is ffered r prvided t the Gvernment Official. What are sme f the frms f Bribery? Mney (r cash equivalent); Gifts, entertainment, r Hspitality; Prvisin f travel; Kickbacks; Unwarranted rebates r excessive cmmissins (fr example, t sales agents r marketing agents); Facilitatin Payments; Plitical Cntributins r Charitable Dnatins; Uncmpensated use f Cmpany services r facilities; r Anything else f value. If any f the abve is prvided with a crrupt r wrngful intent, this is Bribery. 3

5 Hw d I knw if smething is a bribe? In mst circumstances, cmmn sense will determine when a bribe is being ffered. Hwever, here are sme questins yu shuld ask yurself when in dubt: If yur answer t any f the fllwing is yes, then there is a ptential Bribery issue. Am I being asked t pay smething r prvide any ther benefit abve the cst f the services being perfrmed - fr example, an excessive cmmissin, a lavish gift, a kickback, r t cntribute t a charity r plitical rganisatin? Wuld my cnduct embarrass Pearsn if the Gifts r Hspitality I gave r received were made public? When a payment r ther benefit is being ffered r received, d I suspect it is t induce r reward favurable treatment, t undermine an imprtant decisin making prcess, r t persuade smene t d smething that wuld nt be in the perfrmance f their jb? If yur answer t any f the fllwing is n, then there is a ptential Bribery issue. Have I verified whether the recipient is entitled t receive this benefit under the laws f his r her hme cuntry r emplyer/institutin? Am I sure that the Gifts r Hspitality cannt easily be cnverted t cash? Wuld an bjective and reasnable persn cnsider the Gifts r Hspitality reasnable and prprtinate fr yur business? Guiding Principles, Plicies, and Prcedures General Prhibitin Pearsn Persnnel and Business Partners are prhibited frm cmmitting r engaging in Bribery f any kind. Pearsn als prhibits Pearsn Persnnel and any Business Partner frm sliciting, requesting, r accepting a bribe frm anyne under any circumstances. 4

6 What are examples f what is nt acceptable? It is nt acceptable fr yu (r smene n yur behalf) t: Give, prmise t give, r ffer a payment, a Gift, r Hspitality with the intent t receive an imprper business advantage r t reward a crrupt business advantage already given. But nte, yu may cntinue t prvide and receive tickets t sprting events, business meals, and ffer r receive ther Gifts r Hspitality as a reflectin f yur gd relatins with ur custmers r Business Partner(s) subject t the requirements f this ABC Plicy; Prvide mney r anything f value t a Gvernment Official and his/her family fr the purpses f wrngfully r crruptly influencing him in his fficial capacity; Give, prmise t give, r ffer a payment, a Gift r Hspitality t a Gvernment Official, agent, r representative in rder t facilitate r expedite a rutine prcedure. Payments made t prtect against lss f life, limb, r liberty are exceptins; Accept a Gift r Hspitality frm a Business Partner if yu knw r suspect that it is ffered r prvided with an expectatin t induce r reward an imprper business advantage; Threaten r retaliate against a Pearsn Persnnel r Representative wh has refused t cmmit Bribery r wh has raised cncerns under this ABC Plicy; r Engage in any activity that might lead t a breach f this ABC Plicy. Dealings with Gvernment Entities and Officials Althugh this Plicy applies t bth the public and private sectrs, dealing with Gvernment Officials pses a particularly high risk in relatin t Bribery due t the FCPA, UKBA, as well as strict rules and regulatins in many cuntries. In rder t knw, understand, and cmply with the laws, rules, and regulatins that gvern Pearsn s business dealings with Gvernment Officials arund the wrld, Pearsn Persnnel are expected t cnsult with their Lcal Cmpliance Officers r the Glbal Cmpliance Office t learn and cmply with all rules that apply t gvernment cntracting and interactins with Gvernment Officials. Yu can find a list f Lcal Cmpliance Officers and Glbal Cmpliance Office here, as well as by searching fr it n the ABC Ne Page under Cmpliance and Risk Assurance. 5

7 Gifts & Hspitality Giving r receiving Gifts r Hspitality is ften an imprtant part f maintaining and develping a business relatinship. Hwever, all Gifts and Hspitality shuld be fr a genuine purpse, reasnable, given in the rdinary curse f business, and in cmpliance with the Cmpany s Gifts & Hspitality Plicy. Examples f Gifts include flwers, gift bags, chclates, bttles f wine, a hliday present, r ther tangible items given as a gratuity r a tken f appreciatin. Examples f Hspitality include business meals, entertainment events (such as tickets t the theatre r a sprts event), r ther events hsted by the business fr ur custmers. Gifts and Hspitality t nn-gvernment emplyees abve Nminal Values must be preapprved, in writing, by an emplyee s Lcal Cmpliance Officer. In general, Gifts r Hspitality shuld nly be given n an ccasinal basis and limited t twelve (12) r fewer Gifts r Hspitality per nn-gvernment emplyee in a calendar year. Nminal Values are adjusted fr each cuntry in which Pearsn perates using a cst f living adjustment index. Yu can find the list f Nminal Values here, as well as by searching fr it n the ABC Ne page under Cmpliance and Risk Assurance. Gifts r Hspitality t Gvernment Officials, regardless f value, must be pre-apprved, in writing, by the emplyee s Lcal Cmpliance Officer. Gifts and Hspitality given t Gvernment Officials shuld be infrequent (limited t less than six (6) Gifts r Hspitality (cmbined) in a calendar year), reasnable, prprtinate, and prvided penly and transparently. Exceptins t the Gifts and Hspitality prvisin f this ABC Plicy must be apprved by the Glbal Cmpliance Office. Third Party Travel Expenses Travel expenses may nly be prvided t custmers r Business Partners in cmpliance with the Cmpany s Third Party Travel Plicy, alng with any ther applicable Pearsn plicies, prcedures, r guidelines. The Cmpany s Third Party Travel Plicy requires that travel expenses incurred n behalf f a Business Partner, abve the Nminal Value, be preapprved by yur Lcal Cmpliance Officer. 6

8 Spnsrships, Charitable Dnatins, and Plitical Cntributins A Spnsrship r Charitable Dnatin may nly be prvided in cmpliance with applicable Pearsn plicies, prcedures, and guidelines, including the Spnsrship Plicy and Charitable Dnatin Plicy. These plicies require that Pearsn Persnnel seek and btain advance, written apprval frm the emplyee s Lcal Cmpliance Officer befre making payments fr a Spnsrship r Charitable Dnatin. Additinally, all Charitable Dnatins require apprval frm Crprate Affairs. Pearsn prhibits the use f Cmpany funds fr the purpse f making Plitical Cntributins. Facilitatin Payments Facilitatin Payments are illegal under many laws and are against Pearsn Plicies. Hwever, yur safety is ur primary cncern and we understand that there may be circumstances in which yu have n alternative but t make a Facilitatin Payment in rder t prtect against lss f life, limb r liberty. In such circumstances, if a Facilitatin Payment was made, after the imminent threat is ver, yur Lcal Cmpliance Officer must be ntified as sn as pssible. All payments under this prvisin must be dcumented and accurately recrded in Pearsn s bks and recrds. Business Partners Pearsn is cmmitted t prmting cmpliance with ABC laws and ABC plicies with its Business Partners, wh are strictly prhibited frm engaging in r cmmitting Bribery. As such, all Pearsn Business Partner(s) are expected t cmply with the terms f ur Business Partners Cde f Cnduct. All arrangements with a Business Partner shuld be subject t clear cntractual terms including specific prvisins requiring them t cmply with minimum standards and prcedures in relatin t Bribery and crruptin. Pearsn s Lcal Cmpliance Officers r Glbal Cmpliance Office can assist yu with ensuring that adequate measures are implemented in cntractual r legal agreements with a Business Partner. 7

9 Due Diligence It is critical that the Cmpany takes special care t engage a Business Partner that is cmmitted t cnducting business ethically and in cmpliance with ABC laws. Pearsn has established plicies, prcedures, and guidelines related t selecting, retaining, cntracting, paying, and mnitring Business Partner(s) and can be fund in the Cmpany s Business Partners Cde f Cnduct and Third Party Due Diligence Plicy. Bks & Recrds and Internal Cntrls It is imperative that Pearsn makes and keeps accurate bks and recrds and t maintain and devise a system f internal cntrls. It is imprtant that all transactins are transparent, fully dcumented, and cded t accunts that accurately reflect their nature. Pearsn maintains a system f internal accunting cntrls t ensure its bks and recrds have reasnable detail and accuracy. This includes the apprval, representatin, and dcumentatin f all transactins in a fair and accurate manner. NOTE: It is a vilatin f the FCPA t fail t (i) keep accurate bks and recrds r (ii) maintain effective internal accunting cntrls. Vilatins f these accunting prvisins are significant and may frm the basis f an actin against a cmpany under the FCPA separate and apart frm the anti-bribery prvisins. Risk Assessments Types and degree f risks under ABC laws and this ABC Plicy can vary greatly acrss different business units, sales mdels, and regins f the wrld. T understand the risks and develp adequate prcedures t address the risks, each Gegraphy and, in sme cases a smaller business unit shuld peridically assess its ABC risks in accrdance with Pearsn s ABC Risk Assessment Prcedure. Auditing All lcal systems, prcesses, plicies, and cntrls implemented t ensure cmpliance with and enfrcement f this ABC Plicy are subject t peridic audits. Such audits may include general assessment and evaluatin, including their adequacy f lcal systems, prcesses, plicies, guidelines, and practices. 8

10 Cmpliance with the Plicy Rles and Respnsibilities Glbal Cmpliance Office Pearsn s Glbal Cmpliance Office includes members f the Cmpliance and Risk Assurance team alng with members f the Legal Team. The Glbal Cmpliance Office is respnsible fr develping and implementing the prgramme that supprts cmpliance with this ABC Plicy. Pearsn Executive Member Pearsn Executive Members (L1), r their designees, f each Gegraphy, Line f Business, and Enabling Functin are respnsible fr implementing and ensuring adherence t this Plicy within their respective rganisatins. Lcal Cmpliance Officers are members f the Cmpliance r Legal Department, assigned t each Pearsn Gegraphy, Line f Business, and, in sme cases, a smaller Pearsn business unit, whse rles and respnsibilities with respect t this ABC Plicy include: Cmmunicatin and training f this ABC Plicy and its requirements; Respnding t inquiries, issues, and prviding guidance and cunsel; Reviewing, apprving, and lgging requests fr Gifts, Hspitality, Charitable Dnatins, Spnsrship, and Third Party Travel Expenses; Prviding cunsel and guidance n Third Party Due Diligence and ABC Risk Assessment plicies and prcedures; and Participating in investigatins related t reprts and allegatins f vilatins. Training Apprpriate and adequate training n the ABC Plicy and applicable ABC laws shall be prvided t Pearsn Persnnel using a risk-based apprach. Cnsequences f vilatins Cmpanies that vilate ABC laws can face serius criminal and civil penalties as well as face reputatinal damage fr its assciatin with crrupt activities. Cmpanies can als incur significant csts assciated with investigatins f allegatins f crrupt activities, be debarred 9

11 frm gvernment cntracting, as well as be subject t civil suits by sharehlders, custmers, and cmpetitrs. Pearsn Persnnel wh vilate this ABC Plicy will be subject t disciplinary actin up t and including terminatin f emplyment. In additin, Pearsn Persnnel may be held persnally liable fr engaging in Bribery r fr vilating the ABC laws. Pearsn may refer suspected vilatins t the apprpriate law enfrcement r regulatry authrities, which culd lead t penalties, fines, and/r imprisnment fr Pearsn Persnnel fund liable fr vilating the law. If Pearsn determines that a Business Partner has nt cmplied with the prvisins f this ABC Plicy, the Cmpany will take apprpriate actin, which may include terminatin f the Business Partner s cntract, initiating prper legal actin, and/r ntifying the prper authrities regarding the vilatin. Hw d I raise cncerns and seek ut help r guidance? If yu have any questins r are unsure abut yur bligatins under this ABC Plicy, yu shuld cntact the fllwing peple r use the belw resurces fr help. Cntact yur manager, as apprpriate, making sure t be as detailed and specific as pssible s that yur manager can rute yur cncern apprpriately; Cntact yur Lcal Cmpliance Officer; Cntact the Glbal Cmpliance Office at glbalcmpliance@pearsn.cm; G t PearsnEthics.cm, t ask a questin r submit a reprt. Yu have the ptin t annymusly (in cuntries where htlines are permitted) ask a questin r reprt a knwn r suspected cncern nline r by phne. Additinal Infrmatin See Appendix A fr Glssary See Appendix B fr Frequently Asked Questins Related Plicies, Dcuments and Frms Yu may visit the Pearsn Glbal Plicies page n Ne here, r under the Pearsn s Glbal Plicies page n Ne fr a listing f applicable glbal plicies including the fllwing: 10

12 1. Business Partners Cde f Cnduct 2. Charitable Dnatins Plicy 3. Pearsn Cde f Cnduct 4. Gifts & Hspitality Plicy 5. Risk Assessment Plicy 6. Spnsrship Plicy 7. Third Party Due Diligence Plicy 8. Third Party Travel Plicy Plicy Gvernance Plicy Owner: Matt Kettel, SVP Internal Audit & Cmpliance Danette Jslyn-Gaul, VP Cmpliance & Risk Assurance Plicy Versin: Versin 1.1 Issue Date: 1 January 2016 Regin: Languages: Glbal English, Latin American Spanish, Simplified Chinese, Brazilian Prtuguese, French Canadian 11

13 APPENDIX A: GLOSSARY ABC Plicy is this Plicy, its appendices, and any f its implementing prcedures r guidelines. ABC Risk Assessment is an analysis within each Pearsn Gegraphy, Line f Business, and in sme cases, a smaller Pearsn business unit, as needed t regularly and thrughly evaluate the grup s ABC risks and t recmmend actins t apprpriately address thse risks. Bribery is ffering, prmising, r giving anything f value t any persn r entity with the intentin f inducing r rewarding that persn t crruptly r imprperly btain r retain a business advantage. Business Partner(s) include jint venture partners, vendrs, franchisees, distributrs, cnsultants, cntractrs, agents, and suppliers. Charitable Dnatins include anything f value given t an entity recgnised as a charitable rganisatin under lcal law, r that is therwise qualified t receive a charitable dnatin (such as a gvernment entity in the U.S.), fr which the purpse is fr Pearsn t btain gdwill and nt therwise t btain a cmmercial advantage. Cmpany (r Pearsn) includes Pearsn plc alng with all f its subsidiaries, affiliates, and majrity-wned perating cmpanies arund the wrld. Facilitatin Payments are payments made t a public entity r Gvernment Official t facilitate rutine gvernmental actins, like btaining a license, permit, r visa, t which the payer is legally entitled withut making such a payment. Gifts include any tangible item given t an individual r rganisatin (such as flwers, gift bags, chclates, a bttle f wine, r a hliday present), given r received. Gvernment Officials includes: Anyne wh hlds a legislative, administrative, r judicial psitin at any level f gvernment; Any member f a plitical party, party fficial, and candidates fr plitical ffice; 12

14 Any member f a ryal family wh may lack frmal authrity but wh may therwise be influential, including by wning r managing state-wned r cntrlled cmpanies; Any fficer r emplyee f a gvernment department, bard, cmmissin, r agency, including immigratin and custms emplyees; Officers and emplyees f entities wned r cntrlled by a gvernment (including any public schls r universities); Officers and emplyees f public internatinal rganisatins (fr example, the Wrld Bank r United Natins); Private citizens acting as representatives r in an fficial capacity f any gvernment, state-wned r cntrlled entity, r public internatinal rganisatin; and Frmer Gvernment Officials wh retain sme frm f quasi-fficial rle. Hspitality includes the giving r receiving f an item f entertainment, meal, r similar engagement. Lcal Cmpliance Officers are members f the Cmpliance r Legal Department, assigned t each Pearsn Gegraphy, Line f Business, and in sme cases, a smaller Pearsn business unit, wh is respnsible t his/her respective business t implement the requirements specified in the ABC Plicy and ther related plicies. Nminal Values vary by cuntry. Yu can find the list f Nminal Values here, as well as by searching fr it n the ABC Ne page under Cmpliance and Risk Assurance. Any Gift r Hspitality abve Nminal Values require prir, written apprval frm an emplyee s Lcal Cmpliance Officer. Pearsn Persnnel includes all fficers, emplyees (full and part time), and temprary wrkers (such as cnsultants and shrt-term r fixed-term wrkers) f any Pearsn cmpany, subsidiary, r affiliate wrldwide. Plitical Cntributins include any use f crprate resurces, including cash, fr the purpse f assisting in any plitical campaign r t prmte a plitical candidate. Representatives are Business Partners, including cnsultants and agents, wh interact with gvernment entities r Gvernment Officials r custmers n Pearsn s behalf. Spnsrship is a Cmpany payment made t an rganisatin fr the purpse f prmting Pearsn, its prducts, brand, r services. 13

15 Third Party Travel Expenses are Pearsn payments fr travel-related expenses (such as airfare r ther transprtatin, htel r ther ldging, and ther incidental travelrelated csts) fr anyne ther than fr Pearsn Persnnel. 14

16 APPENDIX B: FREQUENTLY ASKED QUESTIONS 1. What is the FCPA? The FCPA is a U.S. federal law passed in 1977 that prhibits Bribery f nn-u.s. Gvernment Officials fr the purpse f retaining business. Under the FCPA the U.S. gvernment may find cmpanies liable fr Bribery and crruptin cmmitted utside the U.S. 2. What is the UKBA? The UK Bribery Act is a U.K. law passed in 2010 that prhibits ffering, prmising, prviding, requesting and receiving a bribe whether t a private persn r a Gvernment Official. 3. Hw des the UKBA differ frm the FCPA? Sme f the majr differences include: The UKBA is nt limited t prhibiting crruptin r bribery against Gvernment Officials; The UKBA creates an ffence fr failure t prevent Bribery; The FCPA makes Facilitatin Payments an affirmative defence; the UKBA des nt. 4. Can I g t jail if I vilate the FCPA r UKBA? Yes. Individuals can face up t 5 years imprisnment (and up t $250,000 in fines) under the FCPA and up t 10 years imprisnment (and face unlimited fines) under the UKBA. 5. Wh are cnsidered Gvernment Officials in the educatin industry? Specifically, in the educatin field, gvernment emplyees can include: Officials, emplyees, and representatives f educatin-related gvernment agencies (fr example, Ministry f Educatin, Department f Educatin, Cmmissin f Natinal Educatin, and Higher Educatin Funding) Emplyees f gvernment cntrlled schls and universities 15

17 (fr example, University f Oxfrd, Imperial Cllege f Lndn, University f Califrnia, Natinal University f Singapre, University f Tky) Private educatrs wh hld psitins n gvernment bards r agencies Any persn categrised as a Gvernment Official under lcal law 6. Where can I find a list f Lcal and Glbal Cmpliance Officers? Yu can find a list f Lcal and Glbal Cmpliance Officers here, as well by searching fr it n the ABC Ne page under Cmpliance and Risk Assurance. 7. What types f requests require pre-apprval? Charitable Dnatins; Spnsrship; All Gifts r Hspitality (including travel) t a Gvernment Official; Gifts f Hspitality (including travel), t a nn-gvernment Official, abve the Nminal Value; and All Third Party Travel Expenses abve the Nminal Value. 8. Can Pearsn pay fr a custmer s travel expenses? Yes, under limited circumstances, fr a legitimate business purpse, and in cmpliance with the Third Party Travel Plicy. 9. Where can I find a list f Nminal Values by cuntry? Yu can find the list f Pearsn s apprved Nminal Values here, as well as by searching fr it n the ABC Ne page under Cmpliance and Risk Assurance. 16

18 10. What is the difference between a Spnsrship, Gift, Hspitality and Charitable Dnatin? Spnsrship Prviding anything f value t a charitable r nn-charitable rganisatin fr the purpse f prmting Pearsn, its prduct, r its brand, generally with the expectatin f a cmmercial return. Gift Any tangible item prvided t an individual r rganisatin given r received withut payment. Hspitality Prvisin f a business meal, entertainment, transprtatin, accmmdatin, r ther hsting activities. Charitable Dnatin Any cntributin that Pearsn makes t a qualified rganisatin withut the expectatin f cmmercial return. Examples Prviding funds t an rganisatin t hst an event, cnference, r ther pprtunity that Pearsn custmers may attend. Examples Cakes, chclates, bereavement gifts, and fruit baskets. Examples Airfare, htel accmmdatins, business meals, r sprting event tickets. Examples Prviding funds t a charitable rganisatin fr the purpse f making sustainable advances in the level f glbal literacy with n expectatin f receiving a cmmercial return. 11. Can a dnatin t a charitable r nn-prfit rganisatin be cnsidered Bribery? Yes, if the payment was made with a crrupt r imprper intent, which includes linking the dnatin t btain a business advantage. 12. Can I dnate a tablet r ther digital devices and equipment t help demnstrate and market ur digital prducts? Yes, if it s nt ffered t an individual (a teacher, principal) fr persnal use and nt ffered r prvided t induce r reward the schl t crruptly r imprperly btain r retain a business advantage. In ther wrds, it s nt Bribery. Mrever, this Gift r Spnsrship shuld be apprved by the Lcal Cmpliance Officer wh, if apprves, can incrprate this transfer in a written agreement r understanding. 17