Policy on anti-briber corruption and

Transcription

1 Policy on anti-briber y corruption and Inalfa Roof Systems Group 2015

2 PURPOSE The purpose of this policy is to establish controls to ensure compliance with all applicable anti-bribery and corruption regulations, and to ensure that all Inalfa Roof Systems Group B.V. and affiliated companies (hereinafter referred to as Inalfa ) business is conducted in a responsible manner. STATEMENT It is our policy to conduct all of our business in an honest and ethical manner. We take a zero-tolerance approach to bribery and corruption. We are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate and implementing and enforcing effective systems to counter bribery. We will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate. We take our legal responsibilities very seriously. SCOPE In this policy, third party means any individual or organization you come into contact with during the course of your work for Inalfa, and includes actual and potential customers, suppliers, distributors, business contacts, agents, advisers, government and public bodies, including their advisors, representatives and officials, politicians and political parties. This policy applies to all individuals working at all levels and grades, including senior managers, officers, directors, employees (whether permanent, fixed-term or temporary), consultants, contractors, trainees, seconded staff, homeworkers, casual workers and agency staff, volunteers, interns, agents, sponsors, or any other person associated with Inalfa, or any of our subsidiaries or their employees, wherever located (collectively referred to as employees in this policy). This policy covers: Bribes; Business gifts and hospitality; Commission; Facilitating payments; Political contributions; Charitable contributions. DEFINITION Bribery is the offering, promising, giving, accepting or soliciting of an advantage as an inducement for action which is illegal or a breach of trust. A bribe is an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage. Corruption is the abuse of public or private office for personal gain. GUIDELINES 1. Bribes Employees must not engage in any form of bribery, either directly or through any third party (such as an agent or distributor). Specifically, employees must not bribe a (foreign) public official anywhere in the world. 2. Business gifts and hospitality The formal definition of gifts and hospitality is: any form of gift, entertainment, personal reward or favor, or anything of value provided by or for an employee of Inalfa by anyone, solely or significantly due to his or her position as a representative of another company. It is to be made clear to third parties that personal favors can only influence the business relationship negatively and that business decisions are based solely on benefits to Inalfa and not on considerations of past or future personal gain. 2 POLICY ON ANTI-BRIBERY AND CORRUPTION

3 In general, each individual gift or each hospitality (by person) of which the value does not exceed EUR 50 or the equivalent thereof, may be offered or accepted if there is no reasonable likelihood that it will influence the judgment of the person concerned or his/her actions in performing duties for the represented entity. When refusing a gift would be discourteous, the gift must be promptly turned over to the local Compliance Officer. Inalfa usually donates such gifts to charitable institutions. Any doubts in a given situation, should be discussed with management or the local Compliance Officer. Employees must not offer or give any gift or hospitality: Which could be regarded as illegal or improper, or which violates the recipient s policies; To any public employee or government officials or representatives, or politicians or political parties; Which exceeds EUR 50 or the equivalent thereof in value for each individual gift or hospitality event. Besides: Attendance at major sport events, restaurants, bars, shows, etc. as the guest of a business contact is permissible, but in case of any doubt the employee should contact his senior manager for approval. When a business gift beyond what is considered to be normal business practice is accepted, it should be disclosed to the employee s manager. The donation or a gift by an external relation representative is only accepted when the nature and purpose of the gift is considered lawful and ethically unobjectionable in the local or business culture. Inalfa does not obtain or retain business or other improper advantage in the conduct of its business. If an employee is not certain whether it is legal or contractually permitted to offer, donate or receive a gift of any kind, the employee should not offer, donate or receive it without consulting an authorized manager. Employees must not accept any gift or hospitality from our business partners if: It exceeds EUR 50 or the equivalent thereof in value for each individual gift or each hospitality, unless approved in writing by the employee s manager; It is in cash or cash equivalents; There is any suggestion that a return favor will be expected or implied; Personal financial assistance of any kind provided by a supplier or another business contact, other than a financial institution acting in the ordinary course of business; Travel and overnight accommodation paid for by a (potential) supplier; Gifts that could be perceived to jeopardize the integrity of his or her business decisions or that are in violation of the rules set by Inalfa. We appreciate that the practice of giving business gifts varies between countries and regions and what may be normal and acceptable in one region may not be in another. The test to be applied is whether in all the circumstances the gift or hospitality is reasonable and justifiable. The intention behind the gift should always be considered. Within these parameters, local management may define specific guidelines and policies to reflect local professional and industry standards. Where this policy requires written approval to be given, the Group Compliance Office shall put in place a process to maintain a register of all such approvals. 3 POLICY ON ANTI-BRIBERY AND CORRUPTION

4 3. Commission Commission payments to third parties is too difficult and complex a topic to be addressed exhaustively in specific guidelines. The objective is to make sure that the hard rule laid down in the Code of Conduct on the prohibition of bribes in any form is not circumvented by commission payments. Against this background, the acceptability of a commission payment has to be determined on the basis of a thorough evaluation and assessment, by responsible management, of all relevant information in respect of the proposed commission as well as the third party to whom it is to be paid. In this respect, it is recommended that local/regional management consult with Group management. Consultation of the legal department at country or Group level is required to determine whether the proposed payment or the contract in respect thereof, complies with local and international laws and regulations and with the Code of Conduct. In the event of reasonable doubt as to such compliance, and if this doubt cannot be eliminated after consultation with a higher level of management in consultation with the legal department at country or Group level, the payment should not be made and the contract should not be concluded. Any commission payment to a third party should be justified by clear and demonstrable services rendered by that party to Inalfa. In the event of the commission payment also covering a substantial part of the activities that are generally included in cost of sales, the level of the com-mission may vary from country to country. In this respect it is recommended that management compare the selling price of the order with quotations offered by competitors. If Inalfa s price differs substantially from that of the competitors, management has to make sure that the difference is not due to a difference in the amount of commission to be paid. A commission payment equaling a doubledigit percentage is not acceptable, except in the event of extreme circumstances and without prejudice to the above. The remuneration of an agent, distributor, commissioner and the like (hereinafter: Agent) may not exceed the normal and reasonable commercial rates for the legitimate service rendered by the Agent. An Agent shall be appointed by virtue of a service contract in writing, which shall always incorporate a reference to the Code of Conduct. All such contracts shall be registered with the management in the country. The background of the Agent must be reviewed thoroughly by the person proposing the Agent in close cooperation with the country management; evidence of such review must be available in the file. An Agent may not be a Government Official. 4. Facilitating payments Facilitating payments are small payments made in money or in kind (for instance company products) which have to be made, in accordance with publicly known and widely followed local custom and practice, in connection with the performance, by officials in documentation, customs clearance and other matters, of their normal duties. A characteristic of facilitating payments is that the service obtained as the result of such payment represents the legitimate function of the official concerned and does not render undue advantage to the payer in comparison with other companies. Facilitating payments do not fall within the scope of the OECD* Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. In some countries, however, the legislation to implement the Convention also covers facilitating payments, as a consequence whereof an officer (or, under certain circumstances, the company) who has made such payments abroad, * Organization for Economic Co-operation and Development 4 POLICY ON ANTI-BRIBERY AND CORRUPTION

5 could be prosecuted in his home country. In general, Inalfa is opposed to the making of facilitating payments. Inalfa will promote measures to eliminate such practices; at all events applicable laws and regulations should be complied with. All expenses claims relating to hospitality, gifts or expenses incurred to third parties should be submitted in accordance with Inalfa s expenses policy and the reason for the expenditure should be specifically recorded. 5. Political contributions Inalfa shall not make payments or donations, in money or in kind, to political parties, political organizations or individual politicians. Subject to applicable laws and regulations, exceptions to this prohibition may be made - where legally permissible - only if explicitly approved by Inalfa s regional management team. In those exceptional cases where payments or donations are made, all requirements regarding public disclosure of such payments or donations shall be complied with in full. 6. Charitable contributions Charitable support and donations are acceptable (and indeed are encouraged), whether of in- kind services, knowledge, time, or direct financial contributions. However, employees must be careful to ensure that charitable contributions are not used as a scheme to conceal bribery. We only make charitable donations that are legal and ethical under local laws and practices. No donation must be offered or made without the prior approval of the local/group compliance officer. All charitable contributions should be publicly disclosed. All accounts, invoices, memoranda and other documents and records relating to dealings with third parties, such as clients, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness. No accounts must be kept off-book to facilitate or conceal improper payments. IMPLEMENTATION Roles and responsibilities The International Management Team (IMT)** has overall responsibility for ensuring this policy complies with our legal and ethical obligations, and that all those under our control comply with it. The Group Compliance Office has primary and dayto-day responsibility for implementing this policy, monitoring its use and effectiveness and dealing with any queries on its interpretation. Management at all levels are responsible for ensuring those reporting to them are made aware of and understand this policy and are given adequate and regular training on it. You must ensure that you read, understand and comply with this policy. 7. Record keeping We must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties. Written records of all hospitality or gifts accepted or offered, should be declared and kept, and will be subject to managerial review. ** including the Board of Management 5 POLICY ON ANTI-BRIBERY AND CORRUPTION

6 The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for Inalfa or are under Inalfa s control. All employees are required to avoid any activity that might lead to, or suggest, a breach of this policy. Any employee who breaches this policy will face disciplinary action, up to and including termination of employment. How to raise a concern You are encouraged to report any violations of this policy at the earliest possible stage following the Speak-Up policy (click here). There will be no retaliation against those who report in good faith. Training and communication Training on this policy forms part of the induction process for all new employees. All existing employees will receive regular updates on how to implement and adhere to this policy. Monitoring and review The Group Compliance Office will monitor the effectiveness and review the implementation of this policy, regularly considering its suitability, adequacy and effectiveness. Any improvements identified will be made from time to time and will be communicated. Internal control systems and procedures will be subject to regular audits to provide evidence that they are effective. All employees are responsible for the success of this policy and should ensure they use it to disclose any suspected danger or wrongdoing. Employees are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to the Group Compliance Office. This policy may be amended at any time. Group Compliance Office, September POLICY ON ANTI-BRIBERY AND CORRUPTION

7 Headquarters The Netherlands Inalfa Roof Systems Group De Amfoor 2 / 5807 GW Oostrum - Venray P.O. Box AM Venray Phone +31 (0)