Gifts & Hspitality Plicy Effective Date: 1 January 2016 Fr internal and external use.
Table f Cntents Intrductin... 2 Wh des this Plicy apply t?... 2 What is a Gift, Hspitality?... 2 When is giving r receiving a Gift r Hspitality apprpriate?... 3 Determing Prprtinality... 3 Gifts and Hspitality that are Prhibited... 3 Requirements fr Offering, Giving and Paying fr Gifts and Hspitality t Gvernment Officials... 4 Requirements fr Offering, Giving and Paying fr Gifts and Hspitality t Nn-gvernment Emplyees... 5 Requirements fr Receiving Gifts and Hspitality... 5 Prcedures fr Cmplying with this Plicy... 5 Rles and Respnsibilities... 6 Additinal infrmatin... 7 Related Plicies, Dcuments and Frms... 7 Plicy Gvernance... 7 1
Intrductin The purpse f this Gifts & Hspitality Plicy (Plicy) is t set ut Pearsn s Plicy n the giving and receiving f Gifts and Hspitality and yur respnsibilities under this Plicy. This Plicy cmplements Pearsn s ABC Plicy and ur Cde f Cnduct and plays an imprtant part in demnstrating ur strng cmmitment t avid Bribery and crruptin. Giving and receiving apprpriate Gifts and Hspitality can be part f building and strengthening nrmal business relatinships. Hwever, it can be interpreted as a bribe, which is unlawful, against Pearsn s ABC Plicy, can damage Pearsn s reputatin, and may lead t criminal prsecutin fr thse individuals invlved as well as the Cmpany. When giving r receiving a Gift r Hspitality, yu shuld always cnsider hw it will be perceived by thers and act accrdingly. The aim f this Plicy is t ensure that the highest standards f integrity are maintained and that Pearsn emplyees act with a prper mtive and intent at all times when ffering r accepting Gifts and Hspitality. Wh des this Plicy apply t? This Plicy applies t Pearsn Persnnel, which includes fficers, emplyees (full and part time), and temprary wrkers (such as cnsultants and shrt-term r fixed-term wrkers) f any Pearsn cmpany, subsidiary, r affiliate wrldwide. What is a Gift, Hspitality? A Gift is a tangible item, given r received withut payment. Examples include, flwers, gift bags, chclates, a bttle f wine, r a hliday present. It can als include marketing materials. Hspitality includes the giving r receiving f an item f entertainment, a meal, r a similar engagement. Hspitality includes Third Party Travel Expenses, such as transprtatin and accmmdatin. 2
When is giving r receiving a Gift r Hspitality apprpriate? When there is a legitimate business purpse (i.e., expenses designed t supprt r prmte Pearsn s prducts, its brand, r reputatin r t further a legitimate business relatinship (such as with custmers, Representatives and ther Business Partners). When it is prprtinate t the relatinship yu have with the giver/recipient. See belw fr guidance n factrs t help establish prprtinality. When prvided r received penly and transparently. When it des nt give a sense f bligatin t the receiver t d smething differently r imprperly. And, if yu are the giver, yu are nt expecting anything imprper in return. When it is nt n the Prhibited list. See belw fr the Prhibited list. Determining Prprtinality Cnsider the circumstances surrunding the ffer r acceptance f a Gift r Hspitality. Is it f high value r lavish? Is it ffered at a time when business decisins are being made which may imprperly affect the decisin f the giver/recipient f the Gift r the hst f the Hspitality event? Has the Gift r Hspitality been ffered multiple times t the same persn? NOTE: Prprtinality is nt an exact science; it is a questin f lking at all the circumstances. Prhibited Gifts and Hspitality Cash r cash equivalents (such as gift cards r certificates, stck, r travellers checks). 3
Anything which is indecent r sexually riented (fr example, adult entertainment) r that may insult a persn s gender, race, natinal rigin, religin, age, disability, identity r reassignment, sexual rientatin, r any ther prtected characteristics. Anything which is unlawful under the laws and regulatins f the recipient s cuntry r the plicies f the recipient s rganisatin. Requirements fr Offering, Giving, and Paying fr Gifts and Hspitality t Gvernment Officials Gifts r Hspitality fr Gvernment Officials, regardless f value, requires advance, written apprval frm yur Lcal Cmpliance Officer. Yu can find a list f Lcal Cmpliance Officers, here, as well as by searching fr it n the ABC Ne page under Cmpliance and Risk Assurance. Limited distributin f Pearsn-branded marketing materials (fr example, tte bags, T-shirts, trials, samples, review r desk cpies, etc.), cmmnly available at trade shws, cnventins, and similar events may be made withut advance, written apprval frm yur Lcal Cmpliance Officer. Nte that apprval by a business unit r sales and/r marketing department may be required. Gifts r Hspitality are nt permitted fr family members f Gvernment Officials. Pearsn s standards and the applicable laws fr interacting with Gvernment Officials are mre stringent than standards fr nn-gvernment emplyees. Yu must strictly bserve the laws, rules, and regulatins that gvern the acquisitin f gds and services by any gvernmental entity f any cuntry, as well as in the perfrmance f gvernment cntracts. Fr example, even lw-value Gifts and Hspitality fr Gvernment Officials including business meals are highly regulated in the U.S. and elsewhere. Activities that may be apprpriate when dealing with nn-gvernment custmers may be imprper and even illegal when dealing with Gvernment Officials. If yu deal with any gvernmental entity, including public internatinal rganisatins, yu are respnsible fr learning and cmplying with all rules that apply t gvernment cntracting and interactins with Gvernment Officials. 4
Requirements fr Offering, Giving, and Paying fr Gifts and Hspitality t Nn-gvernment Emplyees Requires advance, written apprval frm yur Lcal Cmpliance Officer fr anything abve the Nminal Value. Yu can find the list f Nminal Values, here, as well as by searching fr it n the ABC Ne page under Cmpliance and Risk Assurance. Requirements fr Receiving Gifts and Hspitality Requires advance apprval frm yur manager fr anything abve Nminal Value. Prcedures fr Cmplying with this Plicy As stated in the ABC Plicy, it is critical that Pearsn makes and keeps accurate bks and recrds and maintains and devises a system f internal cntrls. It is imprtant that all transactins are transparent, fully dcumented, and cded t accunts that accurately reflect their nature, including fr Gifts and Hspitality. Pearsn must maintain a system f internal accunting cntrls t ensure its bks and recrds have reasnable detail and accuracy. This includes the apprval, representatin, and dcumentatin f all transactins in a fair and accurate manner. The Lcal Cmpliance Officer shuld keep a recrd f Gifts and Hspitality requested and their utcme, including whether each request was apprved r denied, fr Gvernment Officials and t nn-gvernment emplyees abve the Nminal Value. This recrd shuld be made available t Grup Internal Audit r the Cmpliance and Risk Assurance Department upn request. Gifts r Hspitality may nly be given n an ccasinal basis, and limited t twelve (12) r fewer Gifts r Hspitality per nn-gvernment emplyee in a calendar year and limited t six (6) r fewer Gifts r Hspitality (cmbined) per persn in a calendar year fr Gvernment Officials. 5
Pearsn Persnnel shuld maintain recrds f all Gifts and Hspitality (fr example, invices, required apprvals, etc.) given in accrdance with applicable Cmpany plicies and recrdkeeping requirements. Pearsn Persnnel must nt pay persnally fr Gifts and Hspitality t avid cmplying with this Plicy. Payment fr Hspitality shuld be made directly t the vendr nt the recipient f the Hspitality. If circumstances render this impracticable, Lcal Cmpliance Officer apprval is required. Pearsn Persnnel must always be in attendance when prviding Hspitality. Rles and Respnsibilities Glbal Cmpliance Office Pearsn s Glbal Cmpliance Office, includes members f the Cmpliance and Risk Assurance team alng with members f the Legal Team. The Glbal Cmpliance ffice is respnsible fr develping and implementing the prgramme that supprts cmpliance with this Gifts and Hspitality Plicy. Pearsn Executive Member Pearsn Executive Members (L1), r their designees, f each Gegraphy, Line f Business, and Enabling Functin are respnsible fr implementing and ensuring adherence t this Plicy within their respective rganisatins. Lcal Cmpliance Officers will be members f the Cmpliance r Legal Department, assigned t each Pearsn Gegraphy, Line f Business, r Enabling Functin and, in sme cases, a smaller Pearsn business unit, whse rles and respnsibilities with respect t this Gifts and Hspitality Plicy include: Cmmunicatin and training f this Gifts & Hspitality Plicy and its requirements; Respnding t inquiries, issues, and prviding guidance and cunsel; Reviewing, apprving, and lgging request fr Gifts, Hspitality, Charitable Dnatins, Spnsrship, Third Party Travel Expenses; Prviding cunsel and guidance n the Third Party Due Diligence and ABC Risk Assessment plicies and prcedures; and 6
Participating in investigatins related t reprts and allegatins f vilatins. Additinal infrmatin See Appendix A fr Glssary. See Appendix B fr Frequently Asked Questins. Related plicies, dcuments and frms Yu may visit the Pearsn Glbal Plicies page n Ne here, r under the Pearsn s Glbal Plicies page n Ne fr a listing f applicable glbal plicies including the fllwing: 1. ABC Plicy 2. Business Partners Cde f Cnduct 3. Charitable Dnatins Plicy 4. Pearsn Cde f Cnduct 5. Gifts & Hspitality Plicy 6. Risk Assessment Plicy 7. Spnsrship Plicy 8. Third Party Due Diligence Plicy 9. Third Party Travel Plicy Plicy Gvernance Plicy Owner: Jhn Brennan, SVP Internal Audit & Cmpliance Plicy Versin: Versin 1 Issue Date: 1 January 2016 Matt Kettel, VP Cmpliance & Risk Assurance Regin: Languages: Glbal English, Latin American Spanish, Simplified Chinese, Brazilian Prtuguese, French Canadian 7
APPENDIX A: GLOSSARY ABC Plicy is Pearsn s Anti-Bribery and Crruptin Plicy that establishes a cnsistent set f expectatins and requirements regarding ABC fr all Pearsn Persnnel t adhere t. ABC Risk Assessment is an analysis within each Pearsn Gegraphy, Line f Business, and in sme cases, a smaller Pearsn business unit, as needed t regularly and thrughly evaluate the grup s ABC risks and t recmmend actins t apprpriately address thse risks. Bribery is ffering, prmising, r giving anything f value t any persn r entity with the intentin f inducing r rewarding that persn t crruptly r imprperly btain r retain a business. Business Partner include jint venture partners, vendrs, franchisees, distributrs, cnsultants, cntractrs, agents, and suppliers. Charitable Dnatins include anything f value given t an entity recgnised as a charitable rganisatin under lcal law, r that is therwise qualified t receive a charitable dnatin (such as a gvernment entity in the U.S.), fr which the purpse is fr Pearsn t btain gdwill and nt therwise t btain a cmmercial advantage. Facilitatin Payments are payments made t a public entity r Gvernment Official t facilitate rutine gvernmental actins, like btaining a license, permit, r visa, t which the payer is legally entitled withut making such a payment. Cmpany (r Pearsn) includes Pearsn plc alng with all f its subsidiaries, affiliates, and majrity-wned perating cmpanies arund the wrld. Gifts include any tangible item given t an individual r rganisatin (such as flwers, gift bags, chclates, a bttle f wine, r a hliday present), given r received withut payment. Gvernment Officials includes: Anyne wh hlds a legislative, administrative, r judicial psitin at any level f gvernment; 8
Any member f a plitical party, party fficial, and candidates fr plitical ffice; Any member f a ryal family wh may lack frmal authrity but wh may therwise be influential, including by wning r managing state-wned r cntrlled cmpanies; Any fficer r emplyee f a gvernment department, bard, cmmissin, r agency, including immigratin and custms emplyees; Officers and emplyees f entities wned r cntrlled by a gvernment (including any public schls r universities); Officers and emplyees f public internatinal rganisatins (fr example, the Wrld Bank r United Natins); Private citizens acting as representatives r in an fficial capacity f any gvernment, state-wned r cntrlled entity, r public internatinal rganisatin; and Frmer Gvernment Officials wh retain sme frm f quasi-fficial rle. Hspitality includes the giving r receiving f an item f entertainment, a meal, r a similar engagement. Lcal Cmpliance Officers are members f the Cmpliance r Legal Department, assigned t each Pearsn Gegraphy, Line f Business, and in sme cases, a smaller Pearsn business unit, wh is respnsible t his/her respective business t implement the requirements specified in the ABC Plicy and ther related plicies. Nminal Values vary by cuntry. Yu can find the list f Nminal Values here, as well as by searching fr it n the ABC Ne page under Cmpliance and Risk Assurance. Any Gift r Hspitality abve Nminal Values require prir, written apprval frm an emplyee s Lcal Cmpliance Officer. Pearsn Persnnel includes all fficers, emplyees (full and part time), and temprary wrkers (such as cnsultants and shrt-term r fixed-term wrkers) f any Pearsn cmpany, subsidiary, r affiliate wrldwide. Plitical Cntributins include any use f crprate resurces, including cash, fr the purpse f assisting in any plitical campaign r t prmte a plitical candidate. Representatives are Business Partners, including cnsultants and agents, wh interact with gvernment entities r Gvernment Officials r custmers n Pearsn s behalf. 9
Spnsrship is a Cmpany payment made t an rganisatin fr the purpse f prmting Pearsn, its prduct, brand, r services. Third Party Travel Expenses are Pearsn payments fr travel-related expenses (such as airfare r ther transprtatin, htel r ther ldging, and ther incidental travelrelated csts) fr anyne ther than fr Pearsn Persnnel. 10
APPENDIX B: FREQUENTLY ASKED QUESTIONS 1. When d I need t get apprval frm my Lcal Cmpliance Officer t ffer r prvide a Gift r Hspitality? Apprval is required when prviding Gifts and Hspitality t nn-gvernment emplyees which are abve Pearsn s Nminal Values. Yu can find the list f Pearsn s apprved Nminal Values here, as well as by searching fr it n the ABC Ne page under Cmpliance and Risk Assurance. Gifts and Hspitality prvided t Gvernment Officials require advance, written apprval regardless f value. 2. Wh is my Lcal Cmpliance Officer? Yu can find a list f yur Lcal Cmpliance Officers and Glbal Cmpliance Office here, as well as by searching fr it n the ABC Ne Page under Cmpliance and Risk Assurance. 3. What is the difference between a Spnsrship and a Gift? A Gift is a tangible item (such as flwers, gift bags, chclates, hliday present), given r received withut payment. A Spnsrship is prviding anything f value t a charitable r nn-charitable rganisatin fr the purpse f prmting Pearsn, its prduct, r its brand, with the expectatin f a cmmercial return. 4. Wh is a family member f a Gvernment Official? Sme examples include: A spuse; Parents; Sns and daughters, as well as their spuses; Brthers and sisters, as well as their spuses. 5. Are there exceptins that permit prviding Gifts and Hspitality t family members f Gvernment Officials? Yes. Fr example, when the family member f the Gvernment Official is a custmer r Business Partner f Pearsn and he/she qualifies independently and legitimately t fulfil a 11
business purpse fr the Cmpany. Exceptins must be reviewed and apprved by yur Lcal Cmpliance Officer, and if apprpriate, the Glbal Cmpliance Office. 6. What d I d if a family member f a Gvernment Official attends a Pearsn hsted event? If a family member f a Gvernment Official attends a Pearsn hsted event withut yur knwledge r advance apprval by yur Lcal Cmpliance Officer, recrd the full name f the family member and cst f the Hspitality. After the event, make yur manager and yur Lcal Cmpliance Officer aware. Be advised that we may need t seek reimbursement fr the business expense. 7. A Business Partner has ffered me free tickets t attend a sprting event. Can I accept them? Yes, if the tickets are nt fr the purpse f influencing r rewarding yu fr r t btain an unfair business advantage. Yu shuld als btain apprval frm yur manager. Yu can als cnsult yur Lcal Cmpliance Officer t ensure that accepting the ffer is reasnable, apprpriate, and pses n appearance f imprpriety. 8. I have been pursuing a new custmer fr several mnths and I d like t take the custmer t a sprting r cultural event t establish a gd business relatinship. Is taking the custmer t the event cnsidered a bribe? N, as lng as there is n agreement that unless yu take the custmer ut, he/she will nt enter int an agreement with Pearsn. 9. During the hlidays, I give my nn-gvernment custmers a bttle f wine and expensive chclate. Is this allwed? Yes. If it s abve the Nminal Value, yu need apprval frm yur Lcal Cmpliance Officer. 10. Can I dnate a tablet r ther digital devices and equipment t help demnstrate and market ur digital prducts? Yes, if it s nt ffered t an individual (a teacher, principal) fr persnal use and nt ffered r prvided t induce r reward the schl t crruptly r imprperly btain r retain a business advantage. In anther wrds, it is nt Bribery. Mrever, this Gift r Spnsrship shuld be apprved by the Lcal Cmpliance Officer wh, if apprves, can incrprate this transfer in a written agreement r understanding. 11. Hw can I reprt suspected vilatins f this Plicy? 12
Cntact yur manager, as apprpriate, making sure t be as detailed and specific as pssible s that yur manager can rute yur cncern apprpriately; Cntact yur Lcal Cmpliance Officer; Cntact the Glbal Cmpliance Office at glbalcmpliance@pearsn.cm; G t PearsnEthics.cm, t ask a questin r submit a reprt. Yu have the ptin t annymusly (in cuntries where htlines are permitted) ask a questin r reprt a knwn r suspected cncern nline r by phne. 13