At Sungard Availability Services (Sungard AS), we believe that business thrives best in an environment of open and fair competition.

Transcription

1 1 / 6 GLOBAL ANTI-CORRUPTION POLICY At Sungard Availability Services (Sungard AS), we believe that business thrives best in an envirnment f pen and fair cmpetitin. Bribery and ther crrupt acts undermine free and fair cmpetitin and vilate anti-crruptin laws in every jurisdictin where we d business. Offering r accepting bribes is als incnsistent with ur Cre Value f Integrity and can have severe cnsequences fr bth Sungard AS and anyne invlved in the cnduct. N ne either emplyees r thers acting ur behalf is permitted t ffer r accept a bribe r t make any imprper payment t further Sungard AS business. This Plicy cntains imprtant infrmatin t help emplyees cmply with anti-crruptin laws, and t prevent, detect, and respnd t anti-crruptin issues when they arise. Plicy Details 1.0 Bribery and Crruptin Generally Sungard AS has a straightfrward rule regarding crruptin: we never pay bribes r act crruptly. Emplyees must never ffer, make, r prmise any bribe r take any crrupt actin n Sungard AS behalf. A bribe is any payment (regardless f its frm r value) made t imprperly influence a decisin-maker r t btain a business advantage thrugh means ther than fair cmpetitin and legitimate, transparent cnduct. An act is crrupt if it is perfrmed t secure an imprper advantage, either by paying a bribe r thrugh ther means. Emplyees must never ffer, make, r prmise any bribe (Text r Wrapper take any Cntainer) crrupt actin n Sungard AS behalf. Definitins Bribe: Any payments, regardless f its frm r value, made t imprperly influence a decisinmaker r t btain a business advantage thrugh means ther than fair cmpetitin and legitimate, transparent cnduct Crrupt: Perfrming an actin in rder t secure an imprper advantage, either by paying a bribe r thrugh ther means Nn-U.S. gvernment entity: Refers t any nn-u.s. gvernment; public rganizatin; department, agency, r instrumentality f such a gvernment r rganizatin; nn-u.s. plitical party; r, cmpany r entity wned r cntrlled by r acting n behalf f any f the listed entities Nn-U.S. gvernment fficial: Any individual wrking fr r n behalf f a nn-u.s. gvernment entity Hsting: Anything f value given in cnnectin with a business event Gift: Any item f value given r received n Sungard AS behalf Facilitatin payment: Payment made t a nn-u.s. gvernment fficial in accrdance with lcal custm fr the purpse f securing r expediting a rutine, nndiscretinary gvernment actin Charitable cntributin: Any payment r ther supprt given t a charitable rganizatin r t a frmal r infrmal entity rganized t prvide a public benefit All bribery is prhibited; hwever, emplyees must pay clse attentin t interactins with nn-u.s. gvernment entities r fficials, as these GLOBAL ANTI-CORRUPTION POLICY

2 2 / 6 GLOBAL ANTI-CORRUPTION POLICY transactins may present higher crruptin risks and implicate severe penalties under applicable law. The term nn-u.s. gvernment entity refers t any: nn-u.s. gvernment; public internatinal rganizatin; department, agency, r instrumentality f such a gvernment r rganizatin; nn-u.s. plitical party; r cmpany r entity wned r cntrlled by r acting n behalf f any f the abve. Making payments t relatives, friends, r clleagues f a private individual, a U.S. gvernment fficial, r a nn-u.s. gvernment fficial t imprperly influence the individual with whm the recipient is affiliated is a crrupt act and is prhibited. Examples f nn-u.s. gvernment entities include freign gvernments, a freign labr r envirnmental regulatr r taxatin authrity, the Cmmunist Party f China, the United Natins, and state-wned banks r utilities. A nn-u.s. gvernment fficial is any individual wrking fr r n behalf f a nn-u.s. gvernment entity. Examples include an emplyee f an inspectr frm a tax agency; an fficial respnsible fr negtiating gvernment cntracts; a prcurement fficer at a state-wned manufacturer; a jurnalist emplyed by a state-wned media cmpany; and a prfessr r researcher at a state-wned university. 2.0 Relatives, Friends, and Clleagues Making payments t relatives, friends, r clleagues f a private individual, a U.S. gvernment fficial, r a nn-u.s. gvernment fficial t imprperly influence the individual with whm the recipient is affiliated is a crrupt act and is prhibited. 3.0 Hsting and Gifts 3.1 Prviding Hsting & Gifts Generally Hsting and gifts are imprtant ways that Sungard AS strengthens relatinships with its business partners, and emplyees may apprpriately prvide hsting and gifts when acting n Sungard AS behalf. Hsting refers t anything f value given in cnnectin with a business event. Examples include travel, ldging, meals, and tickets fr entertainment (if an emplyee f the entity prviding the hsting will accmpany the recipient t the event). A gift is any item f value given r received n Sungard AS behalf. Examples include gift baskets, a bttle f wine, and items (such as glf balls r cffee mugs) imprinted with the Sungard AS lg. Hwever, emplyees may never prvide hsting r gifts if they are given: t exert influence ver a business decisin; t gain an imprper advantage with custmers r service prviders;

3 3 / 6 GLOBAL ANTI-CORRUPTION POLICY t facilitate gvernment apprvals r exert influence ver a gvernment fficial r entity; r with the expectatin f receiving smething in return. Befre prviding any hsting r gifts, emplyees must ensure that they cmply with the Gifts & Business Entertainment Plicy. Emplyees may nt prvide hsting r gifts if ding s wuld vilate any applicable law r regulatin. Emplyees shuld als refrain frm ffering hsting r gifts if they are aware that accepting thse benefits wuld vilate a cde f cnduct r plicy applicable t the recipient. Befre engaging certain third parties, emplyees must screen and btain preapprval as set frth in the Third Party Anti- Crruptin Review Prcedure. 3.2 Hsting & Gifts Prvided t Nn-U.S. Gvernment Officials Emplyees must pay particular attentin t hsting and gifts prvided t nn-u.s. gvernment entities r fficials, as these transactins smetimes entail heightened crruptin risk. Fr this reasn, mst hsting and gifts prvided t these entities and fficials require preapprval. The prcess fr btaining preapprval is set frth in the Hsting & Gifts fr Nn-U.S. Gvernment Officials Anti-Crruptin Review Prcedure. Emplyees may nt use persnal funds, regardless f whether they seek reimbursement frm Sungard AS, t prvide hsting r gifts that d nt cmply with this Plicy. 4.0 Third Parties Sungard AS may at times retain third parties t cnduct business r perfrm services n its behalf. Examples f third parties include resellers, services delivery partners, cnsultants, lawyers, technical supprt prviders, accuntants, lbbyists, visa prcessrs, and public relatins representatives. Retentin f third parties can pse crruptin risks, especially when the third parties are likely t interact with nn-u.s. gvernment entities r fficials n behalf f Sungard AS. Sungard AS and its emplyees may be held liable fr bribery r ther crrupt cnduct perfrmed by third parties regardless f whether they knew abut r authrized the imprper actin. Third parties retained by Sungard AS must certify that they have adpted a plicy that sets frth standards cnsistent with the Sungard AS Glbal Cde f Business Cnduct, r that they will act in accrdance with that Cde when acting n its behalf. Befre engaging certain third parties, emplyees must screen and btain preapprval as set frth in the Third Party Anti-Crruptin Review Prcedure. 5.0 Interactins with Nn-U.S. Gvernment Entities and Officials Emplyees may, at times, interact directly with nn-u.s. gvernment entities r fficials while perfrming their duties fr Sungard AS. Emplyees may cnduct transactins with a nn-u.s. gvernment entity withut btaining preapprval if the transactin is a rutine gvernment interactin. A transactin is a rutine gvernment interactin if:

4 4 / 6 GLOBAL ANTI-CORRUPTION POLICY It invlves the payment f taxes r fees, the purchase f gds r services, r a request that that a nn-u.s. gvernment entity perfrm an actin r refrain frm ding s; The amunt f payment (if any) is bjectively calculated, such as by a predetermined fee schedule r a published tariff; and Charitable cntributins help Sungard AS generate gdwill and give back t the cmmunities where it perates. The gvernment entity lacks discretin t refuse payment r withhld the gds/services fr reasns ther than the custmer s inability t pay r the entity s inability t prvide the gds/services at the time r place requested. Examples f rutine gvernment interactins include payment f taxes, business registratin fees, pening an accunt with a state-wned bank, and purchasing electricity frm a state-wned utility. Emplyees must btain preapprval fr all ther transactins with nn-u.s. gvernment entities and all transactins with nn-u.s. gvernment fficials by cntacting AskASCmpliance@sungardas.cm. 6.0 Facilitatin Payments A facilitatin payment is a payment made t a nn-u.s. gvernment fficial in accrdance with lcal custm fr the purpse f securing r expediting a rutine, nndiscretinary gvernment actin. Facilitatin payments are prhibited. 7.0 Charitable Cntributins A charitable cntributin is any payment r ther supprt given t a charitable rganizatin r t a frmal r infrmal entity rganized t prvide a public benefit. Charitable cntributins help Sungard AS generate gdwill and give back t the cmmunities where it perates. Examples include dnatins educatinal institutins, spnsrship f cmmunity events, and cntributins in the frm f cash r ther in-kind dnatins. Charitable cntributins can present crruptin risks, especially if a nn-u.s. gvernment entity r fficial cntrls r has influence ver the rganizatin that receives them. All charitable cntributins must be preapprved in accrdance with the Charitable Cntributins and Spnsrship Guidelines. If a charitable cntributin will be made fr use utside f the United States, the emplyee making the cntributin must als btain apprval frm the Cmpliance Office. This Plicy des nt apply t any cntributin given by emplyees n their wn behalf using persnal funds. Emplyees may nt make cntributins n behalf f Sungard AS using persnal funds. 8.0 Jint Ventures, Mergers, Acquisitins, and New Market Entry Sungard AS may smetimes expand its business by launching new prducts r services, cmpeting fr new business, r entering a new gegraphic market. Sungard AS may cnduct these activities thrugh jint ventures, mergers, acquisitins, r new market entries. Jint ventures, mergers, acquisitins, and new market entries can all present crruptin risks. Sungard AS can be held liable fr imprper cnduct by its jint

5 5 / 6 GLOBAL ANTI-CORRUPTION POLICY venture partners r by a jint venture subject t its cntrl. Sungard AS can als be held liable fr past bribery r crruptin by a cmpany that it merges with r acquires. New market entries can present unique cncerns because Sungard AS may nt have prir experience with gvernment regulatins, lcal custms, r lcal business practices. Befre entering int a jint venture, cmpleting a merger r acquisitin, r undertaking a new market entry, emplyees must cntact the General Cunsel, wh will prvide guidance abut hw t address anti-crruptin aspects f the prpsed transactin. Anti-crruptin laws require Sungard AS t maintain recrds that accurately reflect its business transactins. 9.0 Bks, Recrds, and Internal Cntrls Anti-crruptin laws require Sungard AS t maintain recrds that accurately reflect its business transactins. Emplyees wh cnduct transactins n behalf f Sungard AS must ensure that all transactins (n matter hw small) are recrded prmptly and accurately, cntain sufficient detail, and are supprted by accessible dcumentatin. Such recrds must be retained as required by law and Sungard AS Recrds Management Plicy. Sungard AS als maintains cntrls designed t identify and prevent imprper transactins. These cntrls require emplyees t: Obtain apprval befre executing transactins n behalf f Sungard AS; Use Sungard AS funds and ther assets nly as permitted by management; Reprt and recrd transactins as required by Sungard AS accunting department and generally accepted accunting principles; and Maintain prcedures t recncile differences between accunting recrds and actual assets. All emplyees are respnsible fr cmplying with these requirements t the extent applicable t their jb functins Scpe f This Plicy Cmpliance with this Plicy is mandatry. This Plicy applies t all Sungard AS emplyees, fficers, directrs, business units, and subsidiaries. In additin, we require ur jint ventures, and third parties t act cnsistent with its terms. Waivers f this Plicy fr fficers r directrs must be apprved by the Bard f Directrs r an authrized cmmittee f the Bard. Exceptins fr any ther individual r entity must be apprved by the General Cunsel Cnsequences f Vilating this Plicy Vilatin f anti-crruptin laws, Sungard AS Glbal Cde f Business Cnduct, this Plicy, r its related Prcedures is a serius matter and can result in criminal r civil penalties against Sungard AS and the individual invlved in the vilatin, as well as harm t Sungard AS reputatin. Emplyees, fficers, directrs, r thers invlved in a vilatin will be subject t discipline, up t and including terminatin.

6 6 / 6 GLOBAL ANTI-CORRUPTION POLICY Any vilatin f law, the Cde, r this Plicy may result in a lss f incentive cmpensatin, stck ptins, bnuses, r ther awards, t the extent permitted by law Reprting Vilatins r Pssible Vilatins f this Plicy All emplyees have a duty t detect and reprt vilatins r pssible vilatins f law, the Cde, this Plicy, r its related Prcedures. All emplyees have a duty t detect and reprt vilatins r pssible vilatins f law, the Cde, this Plicy, r its related Prcedures. Emplyees shuld reprt vilatins r suspected vilatins as described in the Asking Questins & Respnding t Cncerns sectin f the Glbal Cde f Business Cnduct. Any manager r ther individual wh receives a reprt f a vilatin r a pssible vilatin must prmptly frward it t the Legal Department and must refrain frm cnducting any independent investigatin. All investigatins must be perfrmed by the Legal Department. Sungard AS will nt tlerate retaliatin against any individual wh submits a gd faith reprt f a vilatin r pssible vilatin f law, the Cde, this Plicy, r its related Prcedures. Any emplyee wh is the target f retaliatin shuld prmptly reprt it t ne f the resurces listed abve Asking Questins Questins regarding hw t cmply with this Plicy shuld be directed t the emplyee s immediate manager. If further guidance is needed, the emplyee r manager shuld cntact AskASCmpliance@sungardas.cm. Abut Sungard Availability Services Sungard Availability Services prvides managed IT services, infrmatin availability cnsulting services, business cntinuity management sftware, and disaster recvery services. T learn mre, visit r call Trademark infrmatin Sungard Availability Services is a trademark f SunGard Data Systems Inc. r its affiliate used under license. The Sungard Availability Services lg by itself and Recver2Clud are trademarks f Sungard Availability Services Capital, Inc. r its affiliate. All ther trade names are trademarks r registered trademarks f their respective hlders. Cnnect with Us