ASDA ANTI-BRIBERY REQUIREMENTS

Transcription

1 ASDA ANTI-BRIBERY REQUIREMENTS For and on behalf of ( The Supplier ), I hereby confirm that: 1. Supplier Responsibilities 1.1 The Supplier is aware that ASDA Stores Limited ( ASDA ) (reference to which shall include reference to all its operating divisions (such as George) and subsidiaries (such as International Procurement & Logistics Limited)) is part of the Wal-Mart multi-national retail group based in the USA and acknowledges that a copy of the ASDA/George Anti-Bribery Policy (the "Anti-Bribery Policy") is attached to this document and agrees with its provisions. The Supplier warrants and represents to ASDA that: (a) (b) (c) (d) its performance of any services in connection with ASDA's business will be in full compliance with the Anti-Bribery Policy and with all applicable anti-corruption laws and regulations, including, but not limited to, the Bribery Act 2010 and the United States Foreign Corrupt Practices Act ("Anti-Corruption Laws"); all of its past services undertaken in connection with ASDA s business have been in full compliance with the Anti-Bribery Policy and with the Anti-Corruption Laws; as at the date of this document, it has in place adequate procedures to prevent any act of bribery (as that term is defined in the Bribery Act 2010) being committed by it, its employees, workers, contractors, agents, shareholders, affiliates, advisors, or other persons acting on its behalf ("Associated Persons"); notwithstanding the generality of paragraph 1.1 (a) and (b) above, neither the Supplier nor any Associated Persons will: (i) (ii) offer, promise, give or authorise the giving of anything of value, or offer promise, give or authorise the making of any bribe, rebate, payoff, influence payment, kickback or other unlawful payment, to any government official or political party, in order to obtain or retain business, gain any unfair advantage, or influence any act or decision of a government official; nor offer, promise, give or authorise the giving of anything of value as an inducement to or reward for a person in the private, commercial or public sector exercising their role or decision making in an improper manner; (e) notwithstanding the generality of paragraphs 1.1 (a) and (b) above, neither the Supplier nor any Associated Persons has, in the performance of any services for ASDA before the signature of this document: (ii) (i) offered, promised, given or authorised the giving of anything of value, or offered promised, given or authorised the making of any bribe, rebate, payoff, influence payment, kickback or other unlawful payment, to any government official or political party, in order to obtain or retain business, gain any unfair advantage, or influence any act or decision of a government official; nor offered, promised, given or authorised the giving of anything of value as an inducement to or reward for a person in the private, commercial or public sector exercising their role or decision making in an improper manner; (f) neither it, nor any of its officers, employees, shareholders, agents or representatives is a government official, and it has informed ASDA of any close 1

2 family relationships between any of its officers, employees, shareholders, agents, or representatives and any government officials; (g) (h) (i) (j) (k) (l) (m) (n) it will notify ASDA if any such close family relationships arise or if any of its officers, employees, shareholders, agents, or representatives becomes a government official. ASDA class close family relationships as parents, siblings, spouses, spousal equivalents, and children; if the Supplier is a subsidiary of another company, no officer, director, shareholder, or owner of any entity that holds any financial interest in the Supplier is a government official. The Supplier agrees to notify ASDA if any such officer, director, shareholder, or owner becomes a government official; it shall annually certify its compliance with the Anti-Bribery Policy and the Anti- Corruption Laws by signing a document supplied by ASDA for this purpose; it shall ensure that any Associated Persons who interact with any third parties on behalf of ASDA will, if requested by ASDA, participate in adequate and appropriate anti-corruption training; ASDA has the right to audit the Supplier s transactions related to ASDA at any time and upon reasonable notice; its signing of this document does not imply any guarantee of business from ASDA, whether at the time of signing or in future; it will provide assistance and cooperation in any investigations related to potential violations of the Anti-Bribery Policy or the Anti-Corruption Laws; it shall provide timely information to ASDA in the event that there are any changes in respect of the representations given by the Supplier to ASDA. 2. Payments 2.1 All amounts payable to the Supplier by ASDA shall: (a) (b) (c) be paid solely for the benefit of, and to the account of the Supplier and not to any individual employee or representative of the Supplier; be paid in pounds sterling (unless otherwise agreed by ASDA in writing); and not be paid in either cash or any form of bearer instruments. 3. Termination and Suspension 3.1 Notwithstanding any other rights of termination ASDA may already have, ASDA may terminate the performance of any services provided to it by the Supplier on written notice where the Supplier has, in the opinion of ASDA, engaged in conduct that violates the Anti- Bribery Policy or the Anti-Corruption Laws. 3.2 ASDA may, where in the opinion of ASDA the Supplier has engaged in conduct that violates the Anti-Bribery Policy or the Anti-Corruption Laws, suspend the performance of any services provided to it by the Supplier together with payment of any charges owed to the Supplier, until such time as ASDA either notifies the Supplier that performance of the services may recommence or that the performance of any services provided to it by the Supplier is terminated in accordance with paragraph 3.1 above. 4. Subcontractors 2

3 4.1 Where ASDA has consented to the Supplier's use of subcontractors, the subcontractor must agree in writing that in connection with its activities for the Supplier and on behalf of ASDA, neither the subcontractor nor its employees, workers, contractors, agents, affiliates, advisors or other person acting on its behalf will: (a) (b) offer, promise, give or authorise the giving of anything of value, or offer promise, give or authorise the making of any bribe, rebate, payoff, influence payment, kickback or other unlawful payment, to any government official or political party, in order to obtain or retain business, gain any unfair advantage, or influence any act or decision of a government official; or offer, promise, give or authorise the giving of anything of value as an inducement to or reward for a person in the private, commercial or public sector exercising their role or decision making in an improper manner. Signed by: Print Name: Position: For and on behalf of: Date: 3

4 Anti-Bribery Policy Statement for ASDA, George and IPL Suppliers and Service Providers ASDA (INCLUDING GEORGE) AND IPL ANTI-BRIBERY POLICY Our approach We want to be Britain s most trusted retailer and our approach is to try to always do the right thing in any situation. Please take time to read through this important document. It sets out what we do to make sure that we, our colleagues and you (our suppliers and service providers) can work safely and within the law. We need you to understand and follow the principles below it s a requirement that we will not be moved from, but we re sure you will agree with it. We do not tolerate, permit, or engage in bribery. We expect all of our suppliers of goods, services and anything else ( ASDA or IPL Suppliers ) to act with honesty and integrity and to comply with this Anti-Bribery Policy and the law. Your compliance with this Policy and full cooperation with our related procedures is a condition of our working with you. What is bribery? Bribery is offering, giving, asking for or receiving anything with the intent of getting the recipient to do something improper. A bribe can be anything which is given to get someone to do something wrong, or in respect of public officials, to influence them to our business advantage. Bribery is a criminal offence in most countries. Of course, we expect and require that you will not bribe anyone. Equally, if someone asks you to pay a bribe, or offers you a bribe, in connection with our business you should refuse and tell your ASDA contact immediately. Working with us We could be guilty of a criminal offence if you pay a bribe on our behalf or with the intention of benefitting our business. As you would expect, we only work with suppliers who we are confident will not engage in bribery. To be an ASDA or IPL Supplier, and before you start doing any work for us, you must complete our on-boarding process and accept the ASDA Terms and Conditions relevant to the kind of goods or services you are going to provide, which require you to comply with this Policy. Before we on-board you, we may decide to carry out due-diligence on your business. We may also carry out further due diligence, whenever necessary, during our relationship. Whenever you bill us, you must ensure that every invoice is accurate and sets out in reasonable detail the goods, services or expenses that you have provided. We need this so we can manage our business properly and so that we can prove that we are spending the right amount of money in the right way. We have additional safeguards for some suppliers (e.g. those who work in riskier areas). If we consider that you are one of those suppliers, the extra safeguards you can expect us to require include (without limit): an annual signed confirmation of compliance with our anti-bribery procedures; 4

5 agreement to our anti-bribery and audit clauses in contracts; annual anti-bribery training for relevant personnel, by a provider acceptable to us; and regular due diligence screening - you must tell us promptly if there is a change in your ownership, senior management, corporate structure, business lines or model, or anything else that might reasonably factor into our risk evaluation. Facilitation payments Facilitation payments are bribes (often small sums) made personally to public officials to speed up or make a transaction or administrative process happen (for example, customs clearance). You must not make facilitation payments in connection with our business. Sometimes these payments are demanded in a threatening way. If you believe that you (or anybody else) would be in danger if you don t make a payment, we would not expect you to refuse to make it. If you make a payment in these circumstances, tell your ASDA or IPL contact as soon as possible. Gifts, meals and entertainment to ASDA or IPL colleagues You must not offer any ASDA or IPL colleagues gifts, meals or entertainment - we do not accept them. Payments on behalf of ASDA or IPL There might be occasions where you need to make certain payments to third parties on ASDA or IPL s behalf. Situations where this might happen include: gifts, meals and entertainment to third parties reasonable travel and related business expenses for third parties political donations charitable donations It is very important that if you wish to make a payment in any of the above areas in connection with ASDA or IPL business, your intention must not be to influence improperly a business relationship or transaction. We also have detailed procedures to cover each situation you must speak to your ASDA or IPL contact about the process you need to follow and the approvals that are needed before going ahead. Keeping records You must keep books, records and accounts relating to our business which accurately and fairly reflect all transactions. You must not make, approve, or process any payment which relates to our business with the intention, understanding or suspicion that any part of the payment is to be used for any purpose other than that described by the documents supporting the payment. No off the books or unrecorded funds or accounts are permitted. As part of our on-boarding process, you will be required to agree to us auditing records relating to our business at any time, on reasonable request. Non-compliance If you ever suspect or become aware of any breaches of bribery law or the principles set out in this document you must immediately notify your ASDA or IPL contact. We expect you to 5

6 fully co-operate with any inquiries we make in relation to actual or suspected noncompliance. Non-compliance with our anti-bribery stance and any applicable laws may result in the immediate termination of any relationship with ASDA or IPL. In all cases of non-compliance we may report the matter to the relevant authorities. Any questions? If you have any questions or concerns, please speak to your ASDA or IPL contact, contact the ASDA Ethics Hotline on , or the ASDA Anti-Corruption team at To report a concern contact the ASDA Ethics Hotline on ,or Walmart s International/Global Ethics Hotline (dial or ethics@wal-mart.com). 6