MEMORANDUM To: All Personnel Date: From: Subject: McAlister C. Marshall, II Anti-Corruption Compliance Policy It has long been the policy of The Brink s Company and its subsidiaries (the Company ) to maintain the highest level of professional and ethical standards in the conduct of its business affairs. As reiterated in the Business Code of Ethics, the Company places the highest importance upon its reputation for honesty, integrity and ethical conduct. This Anti-Corruption Compliance Policy is a reaffirmation of the Company s commitment to these principles in all aspects of its business dealings. By adhering to this Policy, the Company will continue to enjoy the public trust earned as a good global corporate citizen whose success is achieved by doing the right thing in all aspects of its business dealings. It is the obligation of each employee to conduct himself/herself in an honest, fair and ethical manner and in compliance with the laws and regulations of the jurisdictions in which the Company does business. If you have any questions or concerns about the obligations imposed by any of these laws and regulations, you should contact the Company s Legal Department for guidance. Important Note about the Foreign Corrupt Practices Act ( FCPA ): All employees of the Company, whether based in the U.S. or elsewhere, must be aware of and comply with the FCPA and understand its potential impact on the Company s worldwide operations. In addition, other countries in which the Company operates may have similar laws with which the Company and all employees must comply. The strict policies outlined in this Memorandum are to be treated as minimum standards for all our employees. This is particularly true for employees who have any management, operational, or sales responsibilities for activities outside the U.S., and for all Company accounting and auditing personnel throughout the world.
Set forth herein are (1) a brief summary of the provisions of the FCPA and (2) General Guidelines for ensuring compliance with the Company s Anti- Corruption Compliance Policy. This is meant only as a general guide. In order to ensure full compliance with the FCPA and similar laws in other countries in which the Company operates, employees must consult with the Company s Legal Department whenever there is any question regarding acceptable conduct under the FCPA or similar laws. I. OVERVIEW OF THE FCPA A. Anti-Bribery Provisions In general, the FCPA prohibits U.S. companies and non-u.s. subsidiaries, and individuals acting on their behalf, from paying or offering to pay, either directly or indirectly, any money, gift, or anything of value to any non-u.s. official in order to influence an act or decision of that official or to secure an improper advantage with respect to the Company s business activities. These prohibitions are generally known as the anti-bribery provisions of the FCPA. The anti-bribery provisions apply to certain specific categories of entities and individuals, including: 1) issuers of registered securities, including the Company; 2) individual U.S. citizens (wherever located) and residents of the U.S.; 3) officers, directors, employees or agents of an issuer of registered securities and any stockholders acting on behalf thereof; 4) nationals of other countries who reside in the U.S. or who act as officers, directors, employees or agents of U.S. companies, whether such company is located in the U.S. or abroad; 5) individuals and entities who order, authorize or assist someone else in violating the anti-bribery provisions, or who conspire to violate those provisions; and 6) non-u.s. subsidiaries of U.S. companies that aid, abet or conspire in a violation of the FCPA. Non-U.S. officials include any non-u.s. governmental official or employee, political party or official thereof, or political candidate, or an officer or employee of a public international organization or state-owned or controlled entities or organizations, including organizations or entities that are controlled by foreign municipalities or governments, such as sovereign wealth funds, police departments, and members of royal families. It is illegal to make prohibited payments to such individuals either directly or indirectly through any person while knowing that the payment, gift, or thing of value will be passed on to a covered official. In order for such a payment to be illegal, it must be made with a corrupt intent, which means that the payment must be intended to induce the recipient to misuse his/her official position in order to wrongfully direct business to the entity or individual making the payment or to help such entity or individual obtain or retain business or secure an improper advantage. Examples include payments made to induce a covered official wrongfully to direct business to the entity or 2
individual making the payment, to obtain preferential legislation or regulations, or to induce a covered official to fail to perform an official function. The FCPA does not require that a corrupt act succeed in its purpose in order for a payment to be in violation of the Act. In order for an act to constitute a violation of the FCPA, there also must be knowledge of both the act of making the payment itself as well as the circumstances under which the payment was made. This knowing standard covers not only actions that are taken with a corrupt purpose, but also actions taken in conscious disregard or deliberate ignorance of the evident purpose of the payment. For example, a company acts at its own peril if it attempts to evade the law by consciously making payments to third parties, such as agents or representatives, under circumstances that suggest the money will be passed on to prohibited recipients. Violations of the anti-bribery provisions carry very serious criminal and civil sanctions and penalties for the companies and individuals found to be responsible for those violations. B. Facilitating Payments Exception and Required Company Procedure There is a very limited exception under the FCPA to the anti-bribery prohibition for payments made to secure the performance of routine governmental action by a covered official. These types of payments are commonly referred to as facilitating or expediting payments. Routine governmental action is defined as an action that is ordinarily and commonly performed by a covered official in: 1) obtaining documents or permits to qualify to do business in a particular country; 2) processing governmental papers, such as visas and work permits; 3) providing police protection, delivery, or scheduling inspections in connection with contract performance or transit of goods through the country; 4) providing phone service, power and water supply, cargo-handling services, or protection for perishable commodities; and 5) actions of a similar nature. The facilitating payment exception does not include payments made to expedite or obtain a decision by a covered official to award new business or to continue business with a particular party. It also would not include payments to cause a covered official involved in the decision-making process to encourage such a decision. While strongly discouraged, there may be limited circumstances when facilitating or expediting payments may be permitted after careful review by the appropriate subject-matter experts within the Company. The legality of a facilitating or expediting payment under the FCPA is very fact-intensive and difficult to determine. In addition, anti-corruption laws in other countries may not recognize or may explicitly prohibit such payments. Therefore, no employee is authorized to make any such payments without first receiving approval of such practice from the Chief Financial Officer of The Brink s Company or his/her designee. Before giving such approval, the Chief Financial Officer must consult with the Company s Legal Department concerning the legitimacy of the payment. In the event the Chief 3
Financial Officer approves such a facilitating payment, he/she must ensure that the nature of the payment is accurately reported to the accounting department so the transaction may be properly recorded. C. Recordkeeping and Accounting Provisions In addition to the anti-bribery provisions, the FCPA contains certain recordkeeping and accounting requirements. Under these provisions, every issuer of registered securities must make and keep books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the issuer s assets. In addition, the issuer must devise and maintain a system of internal accounting controls that are sufficient to provide reasonable assurance that: 1) all transactions are executed in accordance with management s authorization; 2) all transactions are recorded as necessary to allow preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for corporate assets; 3) access to assets is permitted only in accordance with management s authorization; and 4) recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The FCPA s recordkeeping and accounting provisions are designed to ensure the integrity of financial reporting by publicly-owned companies. Thus, the FCPA as well as Company policy prohibits the use of off-the-book slush funds and requires that all transactions be recorded fairly and accurately. This means not only quantitative accuracy, but qualitative accuracy as well. In other words, the Company is required to record not only the financial facts of the transaction, but also any other information that will allow a reviewer of the books to understand the true nature of the transaction. The failure to do so could subject the Company to an enforcement action by the SEC for failing to comply with the FCPA s recordkeeping requirements. II. SELECTION AND RETENTION OF COMMERCIAL AGENTS OR CONSULTANTS The FCPA, as well as similar laws in other countries, also prohibits improper payments by a company through a third party. Thus, under certain circumstances, the Company may be held liable for violations of the FCPA committed by its commercial agents or consultants. Accordingly, it is critical that we exercise sufficient due diligence in selecting and retaining these third parties. Due diligence is required to ensure that the Company is prudent and lawful in pursuing transactions or other opportunities. In any situation where consideration is being given to doing business with a non- U.S. agent or consultant, the Company must conduct adequate research into the reputation of the agent, the agent s compensation, any suspicious 4
accommodation requests, and whether the agent has any reluctance to agree to comply with anti-bribery laws and Company policy. A violation of the FCPA could occur if some or all of the fee paid to an agent or consultant was used to bribe a non-u.s. official. It is more likely the Company will be held liable for such violation if there were indications that the agent or consultant was likely to pay a bribe. Such indications might include: whether the agent or consultant had a reputation for making bribes in the past or was known to treat such corrupt practices as normal, customary, and an acceptable way of doing business. Thus, before entering into any arrangement with an agent or consultant, the reputation of the agent or consultant must be carefully evaluated and verified. The fees to be paid to the agent or consultant also should be reasonable and commensurate with the services provided. While a request for a high fee or commission is not necessarily an indication of corrupt intent, payment of fees or commissions that are unreasonably high for the circumstances under which they are paid often suggest that a portion of the money was or will be paid to a non- U.S. official for a corrupt purpose. Particular caution should be observed when an agent or consultant makes any type of suspicious accommodation requests, such as paying the fee in a third country into a third-country bank account, or into a numbered bank account. Any employee receiving such a request should report it immediately so the Company can conduct a proper inquiry into the reason for the accommodation request. In addition, where fees in third-country currency or in-kind payments are requested, even greater care should be taken. In all of these types of situations, the Company must satisfy itself not only that such requests do not indicate intent to use the money for an improper purpose, but also that the payments do not violate local country tax, currency or other laws. In addition to the foregoing warning signs, the following is a list of other red flags which should be considered in any situation dealing with agents or consultants: 1) the agent or consultant refuses to provide a representation regarding past and future compliance with the FCPA; 2) there is a relationship between the agent or consultant and the relevant government; 3) there are undisclosed principals, associates or subcontractors of the agent or consultant with whom fees or commissions are shared; 4) there is other suspicious or unusual conduct by the agent or consultant. In light of the foregoing, no arrangement should be entered with an agent or consultant without conducting the appropriate due diligence and requiring the agent or consultant to sign a written contractual agreement that has been approved by the Company s Legal Department. Although circumstances may dictate that more or less diligence is required in a particular case, examples of appropriate due diligence generally would include the following steps: 5
Obtain a full background on the agent or consultant, including, for example, (1) full legal name and address; (2) location of incorporation, if any; (3) location of office(s); (4) identities of senior management if the agent or consultant is an entity; and (5) affiliated entities such as subsidiaries, parent companies and controlling shareholders. Obtain and check a reasonable number of business references. Identify any legal proceedings and/or government or regulatory investigations to which the agent or consultant has been a party. Check the agent or consultant s name against U.S. consolidated sanctions list, which can be found at http://sdnsearch.ofac.treas.gov/. Internet search of the agent or consultant for negative news. Ensure that the third party understands and is willing to comply with applicable anti-bribery laws and the Company's compliance policies. Questions about the appropriate level of due diligence necessary for a particular circumstance or about the results of such due diligence should be directed to the regional or headquarters Legal Department. The agent s or consultant s performance under the contract also must be monitored on a regular basis. Such monitoring may include auditing of expenses and invoices (including the monitoring of any third-party payments) and watching for any candidacy or appointment to a party or official government position of an agent or consultant. III. GUIDELINES FOR ENTERTAINMENT, MEALS, TRAVEL AND GIFTS FOR NON-U.S. OFFICIALS As stated above, the FCPA and other anti-corruption laws prohibit giving or offering anything of value to a non-u.s. government official for the purpose of obtaining, maintaining or directing business to the Company, securing any improper business advantage or influencing the official s discretionary judgment. Anything of value can include entertainment, meals, travel and gifts. Accordingly, the Company s general policy prohibits paying for entertainment, meals, travel and gifts for any non-u.s. official if the Company is dependent on those officials for business, licenses, security, inspections, or any other aspect of the business. Making such payments through an agent, consultant or any other third party is also prohibited. There are certain exceptions to this general rule where paying for entertainment, meals, travel for or giving a gift to a non-u.s. official is permissible if it is of modest value, a matter of simple common courtesy under local custom, incidental to legitimate and bona fide business discussions and not done for an 6
improper purpose such as influencing the official to grant or maintain business with the Company or provide the Company with an improper business advantage. The following guidance should be followed when determining whether such practices are permissible under the Company s Anti-Corruption Compliance Policy. Entertainment and Meals Allowed Modest entertainment that is incidental to legitimate business discussions in which the Company s services or products are being explained, demonstrated or promoted or in the course of performing services for a customer, provided that such are permitted by local law and the policies of the customer. Examples include (1) engaging in business discussions over a recreational sport such as golf or while at a spectator sporting event; and (2) modest meals necessary to conducting or continuing legitimate business discussions. The type and value of entertainment and meals that will be considered acceptable under this policy may vary depending on the circumstances including, for example, the position of the non-u.s. official being entertained, what is considered reasonable and customary business practice in the city where the entertainment occurs and what is consistent with local custom and practice. Not Allowed Any form of lavish or inappropriate (including adult) entertainment regardless of the amount spent. Entertainment and meals which are not incidental to legitimate business discussions. Examples include (1) theater, sporting events or other spectator events or meals which are of excessive value; (2) entertainment or meals at which a Brink s employee is not present; (3) entertainment or meals for family members, friends or guests of non-u.s. officials (even if Brink s employees and the customers employees are also present). Employees must also be sensitive to the aggregate value of entertainment and meals for the same person in a year and must ensure that such aggregate amount is also reasonable and not excessive. 7
Allowed Not Allowed Travel and Lodging Preferably, meals are to be provided in company offices as part of business meetings; however, there may be circumstances where this is impractical. In such cases, paying for a meal in a modest restaurant is permitted. In all cases, payment for meals and entertainment should be made directly to the restaurant or vendor, and should never be done through reimbursement to the non- U.S. official. Paying for reasonable travel and lodging (coach class travel, taxi cabs and business class hotels) in connection with legitimate business meetings for the purpose of promoting or demonstrating company products and services. The non-u.s. official who will travel should be designated by the official s employer rather than by the Company. Paying for travel for family members or guests. Paying for first class travel, private aircraft, cruises, limousines or five-star hotels or anything else that would be considered luxury travel and lodging. Paying for side trips or sight-seeing trips or hotel stays longer than necessary to conduct legitimate business meetings for the purpose of promoting or demonstrating company products and services. Cash per diems. 8
Gifts Allowed Modest gifts that are common courtesies under local custom and incidental to promoting, demonstrating or explaining the Company s products and services. Gifts should be of nominal value, generally less than $50 per recipient and must be permitted under both local law and the policies of the recipient s employer. Permissible gifts, for example, include corporate-branded items (e.g., golf-shirts, pens, coffee mugs, bags), small items representing the employee s country (e.g., Swiss chocolate, Turkish coffee) and food products of nominal value on customary holidays (e.g., moon cakes). Where possible, it is preferable to provide a gift that is shared among a group of employees such as, for example, a modest fruit basket. All gifts should be presented openly with complete transparency. Not Allowed Cash or cash equivalents (e.g., gift cards, traveler s checks, gift certificates, prepaid telephone or shopping cards). Jewelry, electronics, art work, home furnishings, expensive wine or alcoholic products or other items that are personal in nature and have no connection to Brink s business or a regional custom. Goods that are prohibited from importation to the country in which they are given or prohibited from distribution or sale under local law, such as alcohol in certain countries. Rewards to an individual for the purpose of obtaining services to which the company is not otherwise entitled (e.g., favorable services from local police or law enforcement that give the Company a business advantage). Employees must also be sensitive to the aggregate value of gifts for the same person in a year and must ensure that such aggregate value is also reasonable and not excessive. 9
Approval Process All entertainment, meals, travel, lodging and gifts for non-u.s. officials must be pre-approved in writing (including email) by the employee s manager. Any questions regarding the above guidance should be directed to the Company s Legal Department and any exceptions must be approved by the Legal Department. Reimbursement and Record Keeping Employees will be reimbursed for entertainment, meal, travel, lodging and gift expenses for non-u.s. officials only if accompanied by itemized receipts in accordance with the Company s expense reimbursement policy and sufficient detail about the expense to accurately record the expense, including (1) the date of the expense; (2) all recipients on whose behalf the expense was incurred and their organizational affiliation (including all employees of the Company); (3) the item for which or the manner in which the expense was incurred (e.g., coffee mug, dinner); (4) the name and location (city, state, country) of the establishment where the expense was incurred; (5) a reasonable explanation of the legitimate business purpose of the expense; and (6) to the extent not set forth on the receipt, an itemization of the components of the expense (e.g., meals, gratuities, etc.). McAlister C. Marshall, II 10