Anti-Bribery and Anti-Corruption Compliance Policy Sociedad Química y Minera de Chile ( SQM ) Version No. [2], June, 2018

Transcription

1 Anti-Bribery and Anti-Crruptin Cmpliance Plicy Sciedad Química y Minera de Chile ( SQM ) Versin N. [2], June, 2018

2 Preface At SQM, we believe in fair cmpetitin. We are cmmitted nt t engage in any acts f bribery r crruptin anywhere in the wrld. We expect the same uncmprmising behavir frm ur directrs, fficers, emplyees as well as ur distributrs, agents and partners all ver the wrld. Any actin in cntraventin f the present plicy will be dealt with swiftly and severely t the fullest extent f the law. Patrici de Slminihac CEO Anti-Bribery and Anti-Crruptin Cmpliance Plicy SQM v.2/pag. 2

3 Cnsistent with SQM s Cde f Ethics and cmmitment t fstering and maintaining a strng anticrruptin culture and t uphlding and cmplying with all laws, SQM des nt tlerate any frm f bribery r crruptin. It has been and cntinues t be the plicy f SQM t cnduct its peratins and activities in cmpliance with the letter and the spirit f all applicable dmestic and internatinal anticrruptin laws and regulatins, including, but nt limited t, Chilean bribery and crruptin laws and the Chilean Crprate Criminal Liability Law (Ley 20393), the U.S. Freign Crrupt Practices Act ( FCPA ), and similar laws that apply in the cuntries in which the Cmpany perates (cllectively, Applicable Anti- Crruptin Laws ). Plicy Against Crruptin This Anti-Bribery and Anti-Crruptin Cmpliance Plicy (the Plicy ) applies t all Sciedad Química y Minera S.A. ( SQM ) dmestic and freign peratins, including all directrs, fficers, and emplyees wrldwide (cllectively, Persnnel ), including all SQM subsidiaries, affiliates, and cmpanies in which SQM wns mre than 50% r has management cntrl (even if SQM is nly a part wner r jint venture partner). SQM als requires distributrs, agents, cntractrs, subcntractrs, cnsultants, representatives, intermediaries, business partners, jint venture partners, and any ther third parties assciated with SQM r any f its subsidiaries r wh cnduct business n SQM s behalf (cllectively, Business Partners ) t cmply with this Plicy. Persnnel and Business Partners may be required t cmplete certificatins f cmpliance and training regarding Applicable Anti-Crruptin Laws and this Plicy. This Plicy prhibits Imprper Payments made in cnnectin with r n behalf f SQM. Fr the purpses f this Plicy, the term Imprper Payments includes a brad range f crrupt payments f mney r anything f value r any advantage (which des nt need t be financial) made r given in rder t influence favrably sme decisin affecting SQM s business, t btain an imprper advantage, t induce r reward imprper perfrmance, fr the persnal gain f an individual, r where the payment r advantage itself is imprper. Imprper Payments are nt limited t cash payments, but include crrupt: cash equivalents (such as gift cards r prepaid charge cards); gifts; business curtesies (entertainment, meals, and travel); in-kind cntributins and/r services; business, emplyment, r investment pprtunities; uncmpensated r discunted use f SQM prducts, services, facilities, equipment, r prperty; dnatins, r cntributins, including uncmpensated r discunted supply f tangible gds (including scraps r salvage gds); payment f medical expenses; assistance t, r supprt f, family members and friends; charitable cntributins, even t bna fide rganizatins; and Anti-Bribery and Anti-Crruptin Cmpliance Plicy SQM v.2/pag. 3

4 ther benefits r advantages. SQM s plicy cncerning bribery and crruptin is abslutely clear: n ne may ffer, give r receive bribes r Imprper Payments in cnnectin with their wrk fr SQM t r frm anyne at any time fr any reasn, and n ne shuld ever ask anyne else t engage in bribery r make an Imprper Payment n SQM s behalf. N fficer, directr, emplyee r Business Partner may ever: Offer, prmise, pay, r authrize an ffer r payment f mney r anything f value t a Public Official, r any ther persn r entity, directly r indirectly, which is: Intended t crruptly influence any actin (r failure t act) r decisin in the recipient s fficial capacity r in vilatin f the recipient s duty; Intended t crruptly induce the recipient t use influence t affect any act r decisin f the entity invlved; Intended t crruptly secure any imprper advantage r t assist SQM in btaining r retaining business; r Intended as gratitude fr the recipient having made a decisin r acted in a way that benefited SQM imprperly. Request r accept any mney r item f value, directly r indirectly, which is: Intended t imprperly influence the judgment r cnduct f the recipient, whether t take an actin, fail t act, r t use his r her influence in his r her jb respnsibilities; r Intended as gratitude fr having made a decisin r acted in a way that benefited imprperly the persn r entity giving the item f value t the recipient. These prhibitins are described in mre detail in the fllwing sectins. 1. Prhibited Bribery f Public Official(s) SQM and all Persnnel and Business Partners emplyed by r affiliated with SQM are prhibited frm giving, prmising, ffering, r authrizing, directly r indirectly, an Imprper Payment t a Public Official, r t a Clse Persn f a Public Official, r t any ther persn at the request f the Public Official r with the Public Official s assent r acquiescence. SQM als prhibits any Imprper Payment, prmise, ffer, r authrizatin f the giving f an Imprper Payment t anyne while knwing it will be given t r shared with a Public Official, Clse Persn f a Public Official, r ther designee. Fr the purpses f this Plicy, Public Official means: any fficer r emplyee f any natinal, reginal, lcal, r ther gvernment r any department, agency, r instrumentality f such a gvernment, including any elected r appinted fficial,, in any branch (executive, legislative, r judiciary); Anti-Bribery and Anti-Crruptin Cmpliance Plicy SQM v.2/pag. 4

5 any fficer r emplyee f a cmpany r enterprise wned r cntrlled by r perfrming a functin f a gvernment (e.g., natinal energy and transprtatin cmpanies, healthcare prviders, and state-wned tbacc cmpanies); any fficer r emplyee f a public r state-spnsred university r research rganizatin; any plitical party, plitical party fficial r candidate fr public ffice at any level; any fficer r emplyee f a public internatinal rganizatin (e.g., the Wrld Bank, the United Natins, r the Internatinal Mnetary Fund); any member f a ryal family r member f the military; any individual acting in an fficial capacity fr r n behalf f any f the abve categries (whether paid r unpaid); and any individual therwise categrized as a Public Official under applicable lcal laws r SQM s plicies. Fr the purpses f this Plicy, the term Clse Persn includes any spuse, partner, parent, grandparent, sibling, child, grandchild, niece, nephew, aunt, uncle, r cusin, whether thrugh bld r marriage; including thse f the Public Official s spuse and/r partner; a business partner and any ther individual that the Public Official cnsidered clsed. SQM permits the prvisin f certain business curtesies, such as meals, t Public Officials within a narrw set f exceptins set frth in the Prcedure fr Business Curtesies f SQM, and nly as permissible under applicable laws, including the written laws f the Public Official s cuntry. 2. Prhibited Cmmercial Bribery SQM and all Persnnel and Business Partners emplyed by r affiliated with SQM are prhibited frm giving, prmising, ffering, r authrizing, directly r indirectly, an Imprper Payment, including any bribe, kickback, r payff, t a supplier, custmer, r ther third party t imprperly influence the actins f anther party t secure an imprper advantage frm his r her emplyer s r principal s cmmercial cnduct. This can be dne by ffering r prviding a benefit t smene withut the knwledge f that persn s emplyer r principal. 3. Prhibited Receipt f Imprper Payments N SQM Persnnel r Business Partners emplyed by r affiliated with SQM may slicit, request, agree t receive, r accept directly r indirectly any financial r ther advantage r anything f value that is related t inducing r rewarding imprper perfrmance r services r benefit by r frm any SQM Persnnel r Business Partner emplyed by r affiliated with SQM. 4. Prhibited Plitical Cntributins SQM des nt make cntributins f any kind t plitical parties, plitical party fficials r candidates fr public ffice. Anti-Bribery and Anti-Crruptin Cmpliance Plicy SQM v.2/pag. 5

6 5. Prhibited Facilitating Payments Payments made t a Public Official t encurage r speed up the perfrmance f an existing duty r bligatin (ften described as a Facilitating Payment ) are prhibited by SQM. 6. Health and Safety Payments In very rare circumstances, an SQM fficer, directr r emplyee may deem it necessary t make a payment t a Public Official t avid imminent danger such as a threat t persnal health, safety, r freedm and may nt be able t btain preapprval. Such a payment may nt be a Facilitating Payment, but a payment made in respnse t duress where, in the best judgment f that fficer, directr r emplyee at the time, such payment was required t be made in rder t remve r mitigate a threat r risk f imminent physical harm t him, her, his/her family member r clleague, r t the detentin f any f thse persns. If such a payment is made, as sn as pssible, the fficer, directr r emplyee wh made the payment shuld cntact the Risk Management and Cmpliance Officer fr further directin. SQM Persnnel shuld seek t avid the need t make any such health and safety payment. It is the respnsibility f SQM fficers, directrs and emplyees t ensure they have cmplied with all applicable laws, maintain any required dcumentatin and meet health, safety, and immigratin requirements, t reduce the risk f being detained r subjected t ptential physical harm. 7. Recrdkeeping Many f the Applicable Anti-Crruptin Laws als cntain prvisins that require SQM t (a) make and keep recrds which in reasnable detail, accurately and fairly reflect transactins and the dispsitin f assets, and (b) maintain internal cntrls that will prvide reasnable assurances that transactins are executed and recrded prperly. Accrdingly, all Persnnel and Business Partners emplyed by r affiliated with SQM must accurately dcument and recrd all expenditures n behalf f SQM and are prhibited frm hiding r misrepresenting cmpany expenditures r making payments n behalf f SQM withut the apprpriate apprvals and supprting dcumentatin that verifies the validity f the transactin. Furthermre, in thse jint ventures, subsidiaries r affiliates where SQM wns 50% r less f the prperty, SQM shall use gd faith effrts t ensure that said jint venture, subsidiary r minrity prperty affiliated designs and maintains a system f internal accunting cntrls cnsistent with SQM s wn bligatins under anticrruptin applicable laws. 8. Vilatins All Persnnel and Business Partners emplyed by r affiliated with SQM are expected t understand and fllw Applicable Anti-Crruptin Laws and this Plicy and failure t d s may result in discipline, up t and including terminatin f emplyment and/r terminatin f affiliatin with SQM. Failure t cmply with these laws discussed in this Plicy can lead t ptentially significant financial penalties fr cmpanies, as well as imprisnment and mnetary fines fr any individuals invlved in miscnduct. Vilatin f the Applicable Anti-Crruptin Laws als can lead t restrictins n ding business, such as suspensin r debarment frm bidding, cause significant damage t the reputatin f cmpanies and their persnnel and even result in the disslutin f SQM. Anti-Bribery and Anti-Crruptin Cmpliance Plicy SQM v.2/pag. 6

7 9. Reprting Obligatins and Additinal Infrmatin All SQM Persnnel and Business Partners emplyed by r affiliated with SQM have a respnsibility t prmptly reprt suspected r knwn vilatins f this Plicy, ther SQM plicies, and any applicable laws. The requirement t reprt suspected r knwn vilatins shuld nt be cnstrued as preventing emplyees frm als reprting pssible vilatins t apprpriate gvernment authrities. Yu may chse t make a reprt t yur supervisr, t any member f the Ethics Cmmittee, Cmpliance Cmmittee, r Cmpliance Department, r thrugh ne f the reprting channels listed belw. SQM will ensure the perability f the reprting channels and will ensure accurate cntact infrmatin fr these reprting mechanisms is available. Reprts may be made annymusly, where permitted by lcal law. SQM EthicsPint Phne Number Accrding t yur lcatin and yur phne line prvider (Chile) Lcatin Free Tll number Cde required Chile ENTEL: Mvistar: Telmex: Easter Island Beijing Shangai Belgium USA Ecuadr Mexic Suth Africa Spain Website Frm thrugh which access it is als available thrugh SQM website and SQM intranet as Reprting Channel. SQM will nt retaliate r tlerate retaliatin against any emplyee wh reprts in gd faith a ptential vilatin f this Plicy, even if an investigatin eventually determines that n vilatin ccurred. Any questin regarding this Plicy, Applicable Anti-Crruptin Laws r Ethics and Anticrruptin Cmpliance Prgram f SQM shuld be addressed t the Cmpliance Department, thrugh direct cntact f any member r the department r by the fllwing means: address: cumplimient@sqm.cm Regular Mail addressed t: SQM Cmpliance Department El Trvadr 4285, Las Cndes, Santiag, Chile Anti-Bribery and Anti-Crruptin Cmpliance Plicy SQM v.2/pag. 7

8 10. References Cde f Ethics f SQM. Anti-Crruptin Cmpliance Oversight Plicy. Ethics and Cmpliance Cmmittee Charter. Ethics and Cmpliance Oversight Cuncil Charter. Glbal Speak Up Prcedure. Internal Investigatins and Sanctins Glbal Prcedure. General Prcedure t Initiate Business Relatinships with Third Parties. Anti-Crruptin Cmpliance Prcedure fr Third Party Intermediaries- Anti-Crruptin Cmpliance Prcedure fr Jint Ventures, Equity Investments and Other Business Relatinships. Dnatins and Cntributins Prcedure. Spnsrships and Memberships Prcedure. Anti-Bribery and Anti-Crruptin Cmpliance Plicy SQM v.2/pag. 8