Anti-Bribery. Statement of Policy

Transcription

1 Policy # CMP-2-15 Page: 1 of 6 Revision History Issued By: Corporate Compliance Date Effective: Aug 31, 2010 Rev. Effective: Jun 7, 2013 Approved by: Steve F. Crooke, Jennafer Watson Contents Date Issued: Aug 31, 2010 Rev. Issued: Jun 6, 2013 Date Approved: Aug 31, 2010 Rev. Approved: Jun 6, Purpose Policy Scope Definitions Responsibilities Procedures Bribery Prevention Engaging Third Party Intermediaries Applicable Laws Kickback Prevention Recordkeeping Requirements Reference Documents Violation of the Policy Reservation of Rights Shawnee Mission Parkway, Mission Woods, KS Office: Fax: layne.com

2 Policy # CMP-2-15 Issued By: Corporate Compliance Page: 2 of 6 1. Purpose The purpose of this policy is to set forth the Company s commitment to upholding the highest standards of business integrity and to comply with all domestic and international anti-bribery and corruption rules, regulations and laws. This policy provides Employees of the Company with information and guidance on how to identify, respond to, and avoid situations that could potentially violate anti-bribery laws, both domestic and international. 2. Policy In all locations worldwide, the Company and its Employees will utilize only ethical commercial practices in dealing with private business persons or Domestic or Foreign Government Officials. The Company and its Employees will not seek to influence sales of its products or services by making payments of bribes or other questionable inducements, directly or indirectly through the use of third parties. Employees are also prohibited from accepting kickbacks from vendors. It is Layne s policy to avoid even the perception of impropriety in business dealings. 3. Scope This policy applies to all Employees of Layne Christensen Company, its subsidiaries and those affiliates over which it has operating control, worldwide ( Layne or the Company ). All officers, directors, and any other third parties acting on Layne s behalf must also comply with this policy. 4. Definitions 1. Bribe A payment or promise to give money, fee, commission, credit, gift, gratuity or anything of value to a person in a position of influence for purposes of improperly persuading the person. 2. Charitable Donations A monetary gift or payment in-kind made by an individual or an organization to a nonprofit organization, charity or private foundation. For example, donations that are registered with 501(c)(3) status by the U.S. Internal Revenue Service are Charitable Donations. 3. Domestic As Layne is a publically traded company based in the United States, this term is used in all corporate policies to refer to the fifty United States. 4. Domestic Government Official A person at any level of local, state, provincial, regional or federal government or public administration in the United States through election, appointment, selection or employment. This term also includes public officials who are running for political office or the head of a political party in the United States. 5. Employee A person who is employed by the Company or its wholly owned subsidiaries, worldwide, either as permanent or temporary, hourly or salaried, in return for financial or other compensation. 6. Foreign Government Official A political party candidate or any person acting on behalf of an international (non-us) government or agency, department, instrumentality or other entity of such government (e.g., national, state or local governmental bodies). Also included are any employees of businesses or entities owned (in whole or in part), controlled or operated by a government agency. This term shall also mean any person who is employed by a Public

3 Policy # CMP-2-15 Issued By: Corporate Compliance Page: 3 of 6 International Organization, including but is not limited to, organizations such as the United Nations and World Bank. 7. Gift Any item that is provided to a non-layne individual or entity that is completely gratuitous and where the giving party receives nothing of value in return. 8. International As Layne is a publically traded company based in the United States, this term is used in all corporate policies to refer to anything outside of the fifty United States. 9. Kickback A kickback is a form of bribery but where the bribe-taker is an Employee. The most common form of kickback involves a vendor providing cash, goods, gifts or services to an Employee in exchange for favorable treatment over others vendors. 10. Sponsorship The provision of funding, in monetary or non-monetary form, for an marketing activity or initiative where: i) Layne s name or products are associated with the activity; ii) The funding is dedicated to a certain, predefined initiative/activity; or iii) Layne may receive a promotional or reputation enhancing opportunity. 11. Third Party Intermediary ( TPI ) Any agent, representative, consultant, contractor, distributor, joint venture partner or other third party engaged to act on Layne s behalf with Foreign Government Officials or international government entities. 12. Trade Association or Professional Membership Membership within an industry trade group, business association or sector association, the purpose of which is to promote the industry and Layne s common interests through collaboration or standardization. 13. Vendor A person or company that sells goods or services to Layne. In the E1 ERP System, the term vendor is also used more broadly to include any payments made through the Accounts Payable process. 5. Responsibilities 1. Chief Compliance Officer Responsible for implementing and enforcing this policy. 2. Managers and Supervisors Responsible for ensuring that the operations and Employees within their supervision and control must abide by and understand this policy. 3. All Employees Responsible for ensuring compliance with this policy and for reporting demands for bribes, kickbacks, or any other corrupt behavior immediately. 6. Procedures 6.1 Bribery Prevention Layne prohibits Employees from giving or promising to give anything of value to a private business person or Domestic or Foreign Government Official for the purpose of gaining an unfair business advantage. An unfair business advantage can include any of the following: Winning a government contract Obtaining or retaining business Reducing or avoiding tax assessments, settlements, fines and/or penalties Avoiding custom duties or penalties

4 Policy # CMP-2-15 Issued By: Corporate Compliance Page: 4 of 6 Avoiding labor, immigration, health, safety or environmental fines or penalties Improperly obtaining permits or licenses Therefore, the following are prohibited activities: Giving cash or a cash equivalent (such as gift cards). Providing excessive or lavish meals, entertainment, travel or lodging. For further guidance on providing meals, entertainment, travel or lodging as part of business development activities, refer to the Travel and Entertainment Policy. Providing expensive gifts to a Domestic or Foreign Government Official or private business person that is excessive. It should be noted that many government officials are forbidden by law from accepting gifts, so providing gifts, other than items that include the Company logo, is discouraged. For more information on gifts, refer to the Gift Policy and the FCPA Compliance Policy and Procedures. Charitable donations, sponsorships, or trade association or professional memberships that are requested by a Domestic or Foreign Government Official or private business person and that are given or promised only as an inducement to provide the Company with an unfair business advantage Engaging Third Party Intermediaries The Company prohibits Employees from engaging vendors or Third Party Intermediaries when the Employee knows or has reason to believe that any part of the payment will be used to influence a private business person or a Domestic or Foreign Government Official to gain an unfair business advantage. In other words, Layne does not hire vendors or Third Party Intermediaries to engage in any of the prohibited activities listed in Section 6.1 above. All Third Party Intermediaries in international locations must be pre-approved by the Compliance Team. Refer to the FCPA Compliance Policy and Procedures for more information Applicable Laws Employees must abide by all applicable domestic and international anti-bribery laws, including, but not limited to: Commercial Bribery Laws Commercial bribery is a bribe to a private business person, including a bribe to obtain or retain business with a private client or customer. Domestic Bribery Laws Domestic bribery is a bribe to a Government Official within the United States. U.S. Foreign Corrupt Practices Act (the "FCPA") Considering the heightened risk of corruption in some of the countries in which Layne does business and in order to fully comply with the FCPA, Layne has issued an FCPA Compliance Policy and Procedure. The FCPA Compliance Policy and Procedure contains instructions and guidance for Employees regarding high risk interactions with Foreign Government Officials that must be monitored by the Compliance Team. The FCPA Compliance Policy and Procedure must be read and understood by any Employee who is either working in an international location or has any responsibility or business connection to Layne s international operations.

5 Policy # CMP-2-15 Issued By: Corporate Compliance Page: 5 of Kickback Prevention The Company prohibits Employees from accepting or taking anything of value from a vendor, subcontractor or other product or service provider for the purpose of improperly providing favorable treatment to that vendor. The following activities are prohibited: Accepting money, fees, a commission, gratuity or anything of value from a vendor in exchange for selecting a specific vendor or subcontractor or any other preferential treatment. Accepting lavish or expensive gifts from vendors in exchange for preferential treatment. o Reasonable and/or seasonal gifts from vendors may be accepted but should be accepted in a transparent manner and at a Layne office. Accepting lavish or expensive entertainment (i.e., tickets to a concert or sporting event) from vendors in exchange for preferential treatment. o If an Employee is offered entertainment by a vendor as part of goodwill or business development, a representative from the vendor must attend the event along with the Employee. Accepting anything of value from a potential vendor or subcontractor during the bidding process when Layne is a prospective general contractor. 6.3 Recordkeeping Requirements Accurate books and records are an important aspect of detecting and preventing bribery. Therefore the following are strictly prohibited: Subterfuge of any kind, e.g., the payment of "bonuses" or "success fees" to agents or other third parties for activities that would violate this Policy; Activities intended to circumvent laws using payments to agents, consultants, distributors or subcontractors; Mischaracterization or intentional vagueness in recording entries on the books and records of the Company; The recording of any false or artificial entries on the books and records of the Company; or Creation or maintenance of any accounts, assets or liabilities, which are not reflected in the books and records of the Company (so-called "hidden accounts," "slush funds" or "hidden debts"). The FCPA also requires that the Company's books, records and accounts be kept in reasonable detail to reflect the Company's transactions and disposition of assets accurately and fairly. Refer to the FCPA Compliance Policy and Procedures for further details. 7. Reference Documents 1. Code of Business Conduct and Ethics 2. FCPA Compliance Policy and Procedures 3. Gift Policy 4. Travel and Entertainment Policy

6 Policy # CMP-2-15 Issued By: Corporate Compliance Page: 6 of 6 8. Violation of the Policy Violation of this policy may lead to discipline, up to and including discharge. In addition, any person who violates the FCPA or local anti-bribery laws may find themselves subject to criminal prosecution by U.S. or local authorities. Refer to the Code of Business Conduct and Ethics for guidance on reporting concerns or violations of this policy. 9. Reservation of Rights The Company reserves the right to modify, terminate, or interpret this policy with or without notice.