Anti-Corruption Guideline

Transcription

1 Anti-Corruption Guideline - Dealing with Business Partners - Version 2.0

2 Contents 1 Object Scope Definitions Prohibition of Corruption Gifts & Hospitality Giving and promising gifts or hospitality Non-Solicitation and acceptance of gifts and hospitality Non-Solicitation of gifts or hospitality Acceptance of gifts Return of gifts Acceptance of hospitality Product Samples Conflicts of Interest Business Partner Due Diligence Assessment Objective Recommended Due Diligence Assessment Mandatory Due Diligence Assessment Minimum Coverage Procedure Anti-Corruption Clause in Business Partner Agreements Transparency Requirements Documentation Job Rotation Tender procedures Legal consequences Effective Date Appendices Appendix 1 Business Partner Questionnaire Appendix 2 Standard Anti-Corruption Clause

3 1 Object This guideline governs the minimum requirements for the acquisition, establishment and maintenance of business relationships of METRO GROUP companies with Business Partners in order to prevent corruption. 2 Scope This guideline applies to all METRO GROUP employees who, on behalf of any METRO GROUP company, establish, will establish or maintain business relationships with Business Partners. 3 Definitions Benefit shall be interpreted broadly and shall not only include cash or cash equivalents but anything of value including discounts, use of material, facilities or equipment, entertainment, drinks, meals, transportation, lodging, inside information, services, reputation, contributions or promises irrespective of (i) minimum amounts or thresholds, and (ii) whether the Benefit is granted or received directly, indirectly (e.g. by using advisors, relatives or Intermediaries) or to a third party. Corruption shall mean any activity that involves any abuse of position or power for an improper Benefit, be it as any kind of active corruption (promise or giving Benefits) or passive corruption (soliciting or receiving Benefits). Business Partner shall mean any private entity or individual person any METRO GROUP company is doing or intending to do business with. 4 Prohibition of Corruption Any kind of Corruption in METRO GROUP when doing business or when intending to do business with any Business Partner is prohibited. No METRO GROUP employee shall (i) give or promise any Benefit to any Business Partner, or (ii) solicit or receive any Benefit for himself or another person or any METRO GROUP company from any Business Partner, as consideration for awarding an unfair preference in business. 3

4 5 Gifts & Hospitality 5.1 Giving and promising gifts or hospitality Gifts and hospitality may be given or promised to any Business Partner by any employee of any METRO GROUP company only if reasonable, cashless and low in value, and in accordance with local law and customs. If there is doubt whether a gift or hospitality can be given or promised to a Business Partner according to the criteria above, each METRO GROUP employee intending to give or promise such gift or hospitality shall obtain prior written advice either from his superior or the Compliance Officer of the respective METRO GROUP company. 5.2 Non-Solicitation and acceptance of gifts and hospitality Non-Solicitation of gifts or hospitality No employee of any METRO GROUP company shall solicit any gift or hospitality from any Business Partner Acceptance of gifts The acceptance of gifts given to any METRO GROUP employee by any Business Partner may be permissible only if reasonable, cashless and low in value, and in accordance with local law and customs. If there is doubt whether a gift given to a METRO GROUP employee may be held permissible according to the criteria above, each METRO GROUP employee intending to accept such gift shall obtain prior written advice either from his superior or the Compliance Officer of the respective METRO GROUP company. 4

5 5.2.3 Return of gifts If notwithstanding Art and Art any employee of any METRO GROUP company receives a gift from a Business Partner, (i) such employee shall return the gift to the Business Partner together with proper explanation referring to the METRO GROUP business principles; or (ii) if a return of the gift might be considered disrespectful by the Business Partner after sound judgment of the METRO GROUP employee, such employee shall forward the gift to the management board of the respective METRO GROUP company for random distribution among all employees or charitable use and should ensure that the Business Partner is adequately informed and requested by the respective METRO GROUP company to refrain from such practice in future Acceptance of hospitality If a METRO GROUP employee is offered hospitality by a Business Partner, such employee may accept such hospitality only if reasonable, cashless and low in value and in accordance with local law and customs. METRO AG Group Compliance has developed an electronic register (logbook), in which all employees of a METRO GROUP company shall document immediately all accepted hospitality provided by Business Partners if the (the case given estimated) value of this hospitality exceeds EUR 30 (or equivalent in other currency). As far as no logbook is technically available in a METRO GROUP company such hospitality shall be documented accordingly by the employee in a document to be prepared by the employee Product Samples Any product samples submitted to a METRO GROUP employee by a Business Partner shall be accepted by the METRO GROUP employee only if necessary for the professional check of products to be delivered by the Business Partner and shall in no case be transferred into private use of such METRO GROUP employee. The management board of each METRO GROUP company shall decide on procedures how to deal with samples after the check (e.g. random distribution among all employees, charitable use or explicit exemptions for perishable food articles). 5

6 6 Conflicts of Interest Any METRO GROUP employee who is doing or intends to do business with a Business Partner on behalf of METRO GROUP shall disclose in writing any conflict of interest in his/her person or any person closely related to him/her, potentially arising from such business immediately upon becoming aware of such conflict to his superior or the Compliance Officer of the respective METRO GROUP company. For the purpose of this provision a conflict of interest shall mean a situation in which an employee s personal interest objectively might influence taking his decision solely in the company s interest. 7 Business Partner Due Diligence Assessment 7.1 Objective METRO GROUP is committed to engage and pursue business relationships with qualified, reliable and integer Business Partners only. To fulfill this commitment, reasonable measures to verify qualification, reliability and integrity of each Business Partners before entering into a binding business relationship need to be implemented. 7.2 Recommended Due Diligence Assessment The management board of each METRO GROUP company should ensure that each employee establishing a business relationship with a Business Partner on behalf of the company conducts a due diligence assessment of such Business Partner before entering into the binding business relationship. For all business relationships with Business Partners of a METRO GROUP company existing on the effective date of this Guideline such due diligence assessment should be conducted not later than 12 months after effective date of this Guideline. 7.3 Mandatory Due Diligence Assessment The due diligence assessments pursuant to Art. 7.2 shall be mandatory for any business relationship of any METRO GROUP company with any (i) food and non-food supplier, equipment or construction material supplier, involving an anticipated aggregated net annual value exceeding EUR ,- (or equivalent in other currency); 6

7 (ii) Business Partners in the acquisition and sale or the renting or leasing of real estate or buildings; (iii) External advisors as defined by the External Advisors Guideline in cases of an advisory contract with an anticipated net fee volume totalling more than EUR ,- (or equivalent in other currency) or an advisory like service provider contract (as defined by the External Advisors Guideline) with an anticipated net fee volume totalling more than EUR ,- (or equivalent in other currency) and (iv) facility management, logistic, construction, project developers and other providers concerned with the acquisition, utilisation and sale of real estate (e.g. brokers) as well as security service providers, provided that their assignment is involving an anticipated aggregated net annual contract volume exceeding EUR ,- (or equivalent in other currency). The management board of each METRO GROUP company may decide to adjust the thresholds set forth in (i) to not more than EUR 1 million (or equivalent in other currency) for one or any group of suppliers, and in (iv) to not more than EUR (or equivalent in other currency) for one or any group of service provider, each by way of an informed and recorded board decision documenting the reasons. Any such adjustment shall be annually reviewed by the management board. 7.4 Minimum Coverage Notwithstanding Art. 7.3, the management board of each METRO GROUP company should ensure, that for a representative and Compliance risk oriented number of all contracted Business Partners, generally for at least 25 percent of all contracted Business Partners, a due diligence assessment according to Art. 7.3 is performed. 7.5 Procedure For each due diligence assessment the Business Partner questionnaire attached hereto as Appendix 1 or equivalent document covering the questions contained in Appendix 1 shall be used. The questionnaire may be completed and confirmed in writing by the respective METRO GROUP employee assigned to conduct the due diligence assessment, following confirmation given to him by the Business Partner. Alternatively, a duly signed 7

8 copy of such questionnaire shall be obtained from the Business Partner by the respective METRO Group employee. The employee shall ensure completeness of the questionnaire and shall reconfirm with the Business Partner any unclarity or obvious error. If (i) questions 2.4 or 2.5 of the questionnaire are answered yes, and/or (ii) one or more questions of the questionnaire are not or not plausibly answered the employee assigned to conduct the due diligence assessment shall inform his superior and the competent Compliance Officer. The superior shall decide whether or not to enter into the binding business relationship with the Business Partner and shall properly document the decision. A due diligence assessment according to Art. 7.2 is to be repeated on an annual basis. Alternatively, Business Partners may contractually be obliged to provide written information once a year on whether changes occurred in the details of the initially documented questionnaire and, if so, what these changes are about. If a risk assessment reveals that the compliance risk for a certain business relationship does not require an annual Compliance Check, a two years period for repetition is permitted. This risk assessment is to be performed in alignment with the competent Compliance Officer. It must be documented and filed. A due diligence assessment is not mandatory for the assignment of lawyers and tax advisors, if, at the date of the assignment, they are listed in the preferred lawyers list of the Corporate Legal Affairs & Compliance division respectively in the preferred tax advisors list of the Corporate Group Tax division of METRO AG and if the assignment is not for advisory like services within the meaning set forth in the External Advisors Guideline. 8 Anti-Corruption Clause in Business Partner Agreements The management board of each METRO GROUP company shall ensure that each agreement with any Business Partner of the respective METRO GROUP company includes an anti-corruption clause, a standard of which is attached hereto as Appendix 2. Should the implementation of an anti-corruption clause into any Business Partner agreement not be accepted by the respective Business Partner, the management board shall align with the competent Compliance Officer and ensure that the reasons for such nonacceptance and, if necessary, for the decision of the employee responsible for conclusion 8

9 of the contract to establish a business relationship nevertheless, are properly documented. 9 Transparency Requirements 9.1 Documentation The management board of each METRO GROUP company shall instruct all employees of the respective company to keep proper and complete documentation evidencing the establishment and maintenance of any business relationship with Business Partners. The management board is responsible to implement effective internal controls to verify that all relevant employees of such METRO GROUP company follow such management board s instruction. 9.2 Job Rotation The management board of each METRO GROUP company is encouraged to implement and regularly review an effective job rotation system within its organisation for those departments that, after sound judgement of the management board, might be particularly exposed to Corruption in relation to Business Partners. Prior to such implementation the Compliance Officer of the respective METRO GROUP company shall be consulted by the management board. The management board of each METRO GROUP company shall at least once per calendar year pass a recorded board resolution on the implementation of the job rotation system and any amendment thereto. Should the management board decide not to implement, even partially, a job rotation system the reasons for such decision shall be properly documented. 9.3 Tender procedures The management board of each METRO GROUP company should ensure that a standard tender procedure is pursued before entering into a binding business relationship with a Business Partner. For the tender procedure, an electronic auction system can be used. In every case the following minimum requirements should be met: 9

10 Invitation of at least three bidders to submit a bid. Basis of the bid must be a written performance description, provided by the responsible employee of the METRO GROUP company in which the details of the requirements to be met by the bidder are described sufficiently. The selection decision may consider interests of the METRO GROUP Company calling for the tender only. The reasons for the decision must be documented in writing. Should the management board decide in exceptional cases not to pursue such tender procedure, or if any of the above minimum requirements are not met, the reasons for such decision shall be properly documented. If prior to entering into a binding business relationship with a Business Partner a tender procedure is pursued, the management board of the respective METRO GROUP company shall implement effective internal controls to verify that the questionnaire attached hereto as Appendix 1 is made an integral part of each such tender procedure. Art. 7.5 shall apply accordingly. 10 Legal consequences In case the management board of any METRO GROUP company becomes aware of a material violation of this Guideline by any employee of such METRO GROUP company the management board shall obtain a legal and compliance assessment from the competent Compliance Incident Handling Committee (CIHC) to allow an informed decision whether the company to (i) draw disciplinary consequences, (ii) claim damages or (iii) report the offence to the competent investigation authorities. 11 Effective Date This Guideline shall become effective in its present version on 1 May

11 Appendices Appendix 1 Business Partner Questionnaire Appendix 2 Standard Anti-Corruption Clause 11

12 Business Partner Questionnaire 1. General Information 1.1 Business Partner ( BP ), name of legal entity and mailing address 1.2 Contact Person at BP Name Position Full Address Phone Fax 1.3 Global Location Number (GLN) of BP (if availabele) Intended business relation: content and scope Subject matter of the contract Area of Business/Country/Region Anticipated business volume p.a. 1.5 In case of BP being an intermediary: Name of the final business partner and full address incl. country of BP Name of legal entity Full address Contact person 2. Business Partner Information 2.1 Which of BP s directors and employees will be authorized to represent and/or sign binding documents for the BP? Please provide full names and positions. Representatives (key accounts only): 2.2 Was there any renaming of BP s company name during the past years? yes no If yes, further information required:

13 2.3 Which are the intermediate and ultimate shareholders/owners of BP? Please provide full names of legal entities and location of headquarters (city, country). Intermediate shareholder(s): Ultimate shareholder(s): 2.4 In the past years and at present, has BP or controlled subsidiaries, one of its owners or management been subject to conviction regarding corruption/bribery, fraud or other white-collar crimes or violation of antitrust laws? yes no If yes, description required: 2.5 Is there a possible conflict of interest on side of the BP that might affect the business relation with METRO? Examples (non-exhaustive): Relatives of, or BP s owners or authorized employees working for METRO Conflicting sideline jobs or sideline businesses of BP s owners or representatives BP employs former METRO employees that will be or could be able to influence decisions concerning the intended business relation yes no If yes, description required: 2.6 Has BP implemented measures in order to prevent corruption and antitrust related risks? yes no If yes, further information required: If no, further information required: Name of authorized representative BP (in capital letters)/signature/function/date Return Address (to be completed by METRO Company) Name METRO authorized representative (in capital letters)/approved by (Signature/Function/Date)

14 Appendix 2 Anti-Corruption Clause [Business Partner] undertakes to take all necessary and reasonable measures to avoid corruption and bribery. Accordingly, the [Business Partner] shall neither directly nor indirectly offer, promise or grant benefits or advantages (e.g. cash, valuable gifts or invitations that primarily have no business purpose, e.g. to sporting events, concerts, cultural events) to employees and members of an executive body of the [METRO GROUP company] including their relatives or of any other company belonging to METRO GROUP or have such benefits or advantages offered, promised or granted in any other way by third parties or to have done so to achieve the conclusion of the contract with [METRO GROUP company]. The [METRO GROUP company] is entitled to terminate all existing contracts without notice in the event of a breach of this provision if a prior written warning has remained without effect. In the event of a serious breach, no prior warning is necessary.

15 [Mr/Mrs ] Return of present to sender: Please return the present to your business partner with the attached letter (please adapt accordingly, see square brackets): Düsseldorf, [date] 23 April 2018 Your [present] Dear [business partner], We would like to thank you very much for the [present], which you sent us as a token of goodwill. However, we have to refrain from accepting it for one simple reason: It is important to METRO that employees avoid any personal benefits or other unfair business practices. Accordingly, we, the employees of METRO, attach great importance on compliance with our mandatory business principles, which also contain a guideline on how to handle presents: We are not allowed to accept any present at all, as this could create the impression of a personal benefit within the business relationship. To protect you and us, we hereby return the [present] and kindly request you to abstain from sending presents in future. In this manner we ensure the continued good business relationship with you. Do you have questions regarding our business principles? If yes please do not hesitate to contact your contact person or compliance department via at simplyright@metro-group.com. Kind regards, [Signature]