SAPIENT CORPORATION ANTI-CORRUPTION POLICY PURPOSE As a global corporation, we are bound by the anti-bribery and anti-corruption laws applicable in all the countries where we do business, and are committed to fostering a business culture employing the highest ethical standards. This Anti-Corruption Policy describes what is expected of Sapient people and our representatives to ensure full compliance with anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act ( FCPA ),the UK Bribery Act as well as other applicable local anti-corruption and anti-bribery laws (collectively, Anti- Corruption Laws ). SCOPE This Policy applies to Sapient, its subsidiaries and affiliated companies, and all Sapient officers, directors, and personnel worldwide (collectively, Personnel ). It also applies to agents, vendors, consultants, joint venture partners, and any other third parties acting on Sapient s behalf, wherever located (collectively, Representatives ). 1. ANTI-BRIBERY Sapient takes a zero-tolerance approach to bribery and corruption. We are committed to conducting our business in an honest and ethical manner, at every level of our organization and in all dealings with third parties, wherever we operate. We have adopted this policy to communicate and implement this message and assist all those who work with us to prevent bribery and corruption from occurring. Alan Herrick, Chief Executive Officer The Anti-Corruption Laws: Prohibit bribery in the public sector and the private sector; Prohibit the giving and receiving of bribes (whether directly or indirectly by another person); Prohibit bribery by individuals and companies; Prohibit bribery worldwide. Violations of the Anti-Corruption Laws are extremely serious and can result in criminal and civil penalties. Individuals risk imprisonment and unlimited fines. Sapient assumes no responsibility for any personal civil or criminal liability of any of its Personnel or Representatives under the Anti-Corruption Laws. Companies risk unlimited fines. A General Overview of the Anti-Corruption Laws is provided at Annex A. Your Obligations. 1. Compliance with Anti-Corruption Laws: Sapient Personnel and Representatives are prohibited from violating (or causing anyone else to violate) the Anti-Corruption Laws. Sapient Personnel and Representatives (or anyone else on their behalf) are prohibited from concealing, assisting or otherwise participating in bribery at all times. 2. Public Sector Bribery: Sapient Personnel and Representatives are prohibited from offering to pay, or actually paying, money or anything of value to induce any foreign or domestic government official or other public official, including government employees, political party
officials or candidates, employees of government-owned entities, or officers, employees or agents of public international organizations (collectively, Government Officials ) to use his or her influence to obtain, retain or direct any business to Sapient or to secure any other advantage for Sapient. 3. Private Sector Bribery: Sapient Personnel and Representatives are prohibited from offering to pay, or actually paying, money or anything of value to induce any current or potential client or business partner or anyone else (each a Commercial Partner ) to obtain, retain or direct any business to Sapient or to secure any other improper advantage for Sapient. 4. Receiving Bribes: Sapient Personnel are prohibited from offering to accept, or actually accepting, any payment of money or anything of value from anyone to influence any business decisions of Sapient or induce any improper performance of their function. The above prohibitions apply to offers of payment and payments made directly or indirectly through intermediaries, such as local counsel, advisers, agents, joint ventures, or contractors, anywhere in the world. 5. Due Diligence: Sapient Personnel and Representatives must at high risk times (in accordance with their role and/or proximity to the risk) carry out adequate investigations and due diligence to determine whether there may be bribery or any participation in bribery by any Personnel or Representative. 6. Duties to Consult with the Legal Team: You must consult with the Legal Team if you are ever in any doubt as to whether bribery is a risk in a given situation because determining what antibribery laws allow or prohibit is complicated. Annex B contains a non-exhaustive list of red flags which may help inform you when there is a risk of bribery. Further, you must always: Consult with the Legal Team before initiating any business relationship, whether direct or indirect, with any person who might be considered to be a foreign or domestic Government Official including government employees, political party officials or candidates, employees of government-owned entities, or officers, employees or agents of public international organizations. Consult with the Legal Team before hiring anyone on the recommendation of a Government Official. Take great care to avoid even being perceived as having paid, or made an offer to pay, any Commercial Partner with the intent of securing an improper business advantage for Sapient. If you ever are in doubt as to whether paying or offering to pay a Commercial Partner is permitted under anti-bribery laws or this Policy or, might be perceived as an illegal bribe, consult the Legal Team before initiating any payment or offer to pay. 7. Reporting: If you are ever contacted by a third party, Sapient Personnel, Representative or any other person, with respect to participating in bribery, or suspect, know or reasonably believe there may be bribery, you must advise the Legal Team or report the issue in accordance with the reporting procedure set out in paragraph Reporting Violations below, without delay. Annex B contains a non-exhaustive list of red flags which may help inform you when there is a risk of bribery. 8. No Retaliation: No Sapient Personnel or Representative must threaten, intimidate or retaliate against any other Personnel, Representative or other person who has refused to participate in bribery or raised concerns under this policy. This policy aims to promote a culture of integrity and openness. Further obligations and guidance are provided in respect of certain activities (below): Business hospitality and gifts (see 2.); Facilitation payments (see 3.); Charitable gifts and donations (see.
4); Representatives, agents, distributors, consultants and other third parties (see 5.); Acquisitions and joint ventures (see 6.); and Books and records and accounting controls (see 7.). You should review these when first reading this policy and at any other relevant times. 2. BUSINESS HOSPITALITY AND GIFTS This policy does not prohibit normal, ordinary course hospitality given or received to or from third parties. However, common sense and moderation should prevail in business hospitality engaged in by or on behalf of Sapient. Personnel and Representatives can only provide or accept business hospitality, entertainment, travel and other gifts, to or from anyone, if such business hospitality (i) is consistent with customary business practices, (ii) will likely be viewed as appropriate by others, both inside and outside Sapient, and (iii) complies with applicable laws and regulations. You should refer to the Business Hospitality and Gifts section of Sapient s Code of Ethics and Conduct available on the People Portal at http://peopleportal2/content/legal/pages/code-of-ethics-conduct.aspx for further information. (a) Government Officials. There is a risk that corporate hospitality, such as entertainment, and gifts to or from Government Officials will be perceived as bribery. Sapient Personnel, therefore, are permitted to provide or accept reasonable hospitality or gifts to or from any Government Official only if those gifts are of nominal value, legal and customary in the relevant region and are not in any way intended to influence the behavior of a Government Official for the benefit of Sapient or any Commercial Partner. For the avoidance of doubt, any gifts or hospitality given to or accepted from a Government Official must be pre-approved in writing by your manager and the General Counsel. Without such pre-approval, you run the risk of violating Anti-Corruption Laws and this policy. Additionally, Sapient will not reimburse you for the cost of the gift or hospitality. Sapient will not reimburse any gift or hospitality expense unless the expense complies with Sapient s Global Expense Policy available on the People Portal http://peopleportal2/content/finance/pages/global-expense-policy.aspx. (b) Commercial Partners. Under the UK Bribery Act and certain local laws, bribery of nongovernment officials may result in serious penalties. As a result, even hospitality and gifts to or from Commercial Partners presents a risk to Sapient and its Personnel and Representatives if those gifts are perceived to be bribes. You, therefore, must ensure that any hospitality or gift given or received complies with this Policy and the Business Hospitality and Gifts section of Sapient s Code of Ethics and Conduct available on the People Portal at http://peopleportal2/content/legal/pages/code-of-ethics-conduct.aspx. If any hospitality or gift to or from a Commercial Partner does not comply with this policy or the Code of Ethics and Conduct, or you are unsure, the gift or hospitality must be pre-approved in writing by your manager and the General Counsel. Without such pre-approval, you run the risk of violating Anti-Corruption Laws and this policy. Additionally, Sapient will not reimburse you for the cost of the gift or hospitality. Sapient will not reimburse any gift or hospitality expense unless the expense complies with Sapient s Global Expense Policy available on the People Portal http://peopleportal2/content/finance/pages/global-expense-policy.aspx. For any questions or concerns about hospitality or gifts to Commercial Partners, consult with the Legal Team. 3. FACILITATION PAYMENTS Facilitation Payments are small payments made to Government Officials to secure routine, nondiscretionary governmental action. Such payments are not officially required and are typically made to enable or speed up a process that is the official s job to manage. An example would be paying $20 to clear your luggage through customs without unnecessary delay. Some Anti- Corruption Laws do not permit Facilitation Payments. Sapient Personnel conduct business world-wide, and, accordingly, are not permitted to make Facilitation Payments to any Government Official or any other party. However, if you believe
your own or another s life or health may be in serious and imminent danger if a payment is not made, making that payment is not a violation of this Policy only if you notify Sapient s General Counsel, Joseph LaSala (jlasala@sapient.com) or a member of the Legal Team as soon as possible following the payment. Any such "Health and Safety" payments must be correctly described in Sapient s books and records. 4. CHARITABLE DONATIONS If a Government Official or Commercial Partner requests that Sapient make a charitable contribution to a locality or community cause, you must contact the Legal Team immediately. The Legal Team will review the request to ensure that it is not a bribery request masked as a request for a charitable donation. Sapient only makes charitable donations that are legal and ethical under applicable laws and practices. 5. REPRESENTATIVES, AGENTS, DISTRIBUTORS, CONSULTANTS AND OTHER THIRD PARTIES The Anti-Corruption Laws and this Policy prohibit any bribery by or through intermediaries. Commercial organizations must have adequate procedures in place to prevent such bribery. Violations may be committed whether or not Personnel have knowledge of such bribery. These concerns are heightened in the case of intermediaries who seek business for any Sapient companies or who interact with Government Officials. Annex B contains a non-exhaustive list of red flags which may help inform you when there is a risk of bribery. Pre-Hiring Due Diligence No Sapient Personnel may make a written or oral contractual commitment to any prospective or current third party to act on Sapient s behalf in connection with any Sapient business or interact with Government Officials, without approval in advance by the Legal Team. Sapient Personnel are responsible for ensuring that any contract with such a third party is reviewed and approved in advance by the Legal Team. Ongoing Monitoring Once Sapient retains an agent, distributor, marketing consultant or other third party in connection with any business being sought or interaction with Government Officials, Personnel have a responsibility to continue monitoring on-going activities for any anti-corruption red flags or concerns. If any Personnel or Representative suspects, knows or reasonably believes that any payment or offer of payment may violate the Anti-Corruption Laws or this Policy, has been, is being or may be made by an agent, distributor, consultant or other third party intermediary for or on Sapient s behalf, they must advise the Legal Team or report the issue in accordance with the reporting procedure set out in paragraph Reporting Violations below, without any delay, and shall use all reasonable efforts to prevent the payment or promise of payment from occurring. 6. ACQUISITIONS AND JOINT VENTURES Anti-Corruption Laws may hold Sapient responsible for prior corrupt activities of business entities it acquires, or those of a company with which it enters into a joint venture. Thus, it is critical that Sapient review and understand the reputation, beneficial ownership, financial standing and credibility of any potential target company or potential joint venture partner or partners. Any Sapient Personnel pursuing a joint venture or acquisition of any business entity must work with the Legal Team to complete an acquisition diligence investigation concerning that entity. The specific information to be obtained in connection with such investigation shall be specified by the Legal Team. No Sapient Personnel may make a written or oral contractual commitment in connection with any such joint venture or acquisition until the Legal Team has completed pre-
contract diligence and has approved the prospective business relationship. All acquisitions and joint venture contracts must be approved in advance by the Legal Team. Personnel have a responsibility to continue monitoring on-going activities for any anti-corruption red flags or concerns. If any Personnel or Representative suspects, knows or reasonably believes that any payment or offer of payment may violate the Anti-Corruption Laws or this Policy, has been, is being or may be made by newly acquired parties or joint venture partners, they must advise the Legal Team or report the issue in accordance with the reporting procedure set out in paragraph Reporting Violations below, without any delay, and shall use all reasonable efforts to prevent the payment or promise of payment from occurring. 7. BOOKS AND RECORDS AND ACCOUNTING CONTROLS Anti-Corruption Laws require Sapient to keep books, records and accounts, that accurately and fairly reflect Sapient s business operations and financial transactions in reasonable detail. More specifically, Sapient must have a system of internal accounting controls sufficient to ensure all financial transactions -- even those involving small monetary amounts -- are documented in reasonable detail, properly authorized, and accounted for in accordance with generally accepted accounting principles. In addition, adequate records must be kept which show the purpose and reasonableness of all payments made in the context of non-de minimis business hospitality, all Health and Safety Payments, all charitable donations, all payments made to representatives, agents, consultants and other third parties who seek business for any Sapient companies or who interact with Government Officials, and Acquisitions and Joint Ventures. No undisclosed or unrecorded account or fund shall be established for any purpose. No false or misleading entries shall be made in the Company's books or records, for any reason, and no disbursement of corporate funds or other corporate property shall be made without adequate supporting documentation. It is Sapient s policy to provide full, fair, accurate, timely and understandable disclosure in reports and documents filed with, or submitted to, the Securities and Exchange Commission and in other public communications. All Personnel responsible for creating, processing or recording accounting and financial information and other related information shall ensure that all entries, books, records and accounts of Sapient accurately and fairly reflect the Company's business operations and financial transactions. Falsification of such documents in any way, whether by alteration, destruction, intentional omission, misstatement or otherwise, is strictly prohibited and is potential grounds for immediate termination. 8. VIOLATIONS AND DISCIPLINARY PROCEDURE If you violate this Policy, you may be subject to disciplinary action, including termination of employment or of any contracts you have with Sapient without prior warning. It may be possible, as Sapient deems appropriate at its complete discretion, to make concessions in this respect when a member of Personnel or a Representative has consulted with the Legal Team or reported in accordance with this Policy, without any delay. In addition, Sapient may seek to recoup any losses it might suffer due to Anti-Corruption Law violations, or violations of this Policy, from the individual or entity who committed or caused the violation (to the fullest extent permissible under law). As mentioned in paragraph 1 above, you may also be subject to civil or criminal fines, or jail time, for violation of Anti-Corruption Laws. Fines imposed on individuals for Anti-Corruption Law violations or as a result of their violation of this Policy will not be paid by Sapient (to the fullest extent permissible under law). 9. REPORTING VIOLATIONS
You are encouraged to raise any concerns about any violations of this Policy or Anti-Corruption Laws at the earliest possible stage. Where you are required to report under this Policy, or you have any concerns, you can report your concerns and related information in several ways: Contact our General Counsel or our Internal Auditor Contact a member of our Board of Directors Audit Committee If you are uncomfortable revealing your identity when reporting, you may make an anonymous report using our third party-operated Speak Up Ethics Hotline or Web site. o The Speak Up Ethics Hotline may be used on a named basis or (if you prefer) anonymously. The Hotline is toll-free and available 24 hours a day, by calling: Within the U.S.: 877-285-4160 Outside the U.S.: 704-556-7046 [preceded by the U.S. country code] o The "Speak Up" Ethics Web site (which also allows you to remain anonymous, if you prefer) can be accessed at Compliance Helpline At the start screen, please enter the following: Username: sapient Password: ethics (both are case sensitive) The independent company that provides both the "Speak Up" Ethics Hotline and Web site is required to protect the anonymity of people who want to report without identifying themselves. For more information about our Hotline and Web site, please read the Corporate Ethics page on our People Portal. Any questions concerning this Policy may be addressed to the Legal Team.
ANNEX A GENERAL OVERVIEW OF ANTI-CORRUPTION LAWS This provides a general overview only, it does not constitute legal advice and it is not to be relied-upon by you or anyone else. If you are in any doubt of your obligations under any anti-corruption laws you should consult your attorney in the relevant jurisdiction. The FCPA Under the FCPA, Sapient Personnel and Representatives are prohibited from offering, paying, promising, or authorizing anything of value, directly or indirectly, to a foreign Government Official or any other person with knowledge that anything of value will be passed on to such persons, for the purpose of: (1) influencing any act or decision by a foreign Government Official, (2) inducing a foreign Government Official to act in violation of his or her lawful duty, (3) securing any improper advantage, or (4) persuading a foreign Government Official to influence any act or decision of a foreign Government or agency or public international organization, all in order to obtain or retain business for, or direct business to, Sapient or anyone else. The UK Bribery Act The UK Bribery Act prohibits Sapient Personnel and Representatives from offering, promising, or other giving of a financial or other advantage, directly or indirectly, to a Government Official, with the intention of influencing the Government Official in the performance of his or her official functions so as to obtain or retain business or an advantage in the conduct of business. The UKBA also prohibits: (a) the offering, promising, or giving of a financial or other advantage, directly or indirectly, to another person, whether a Government Official or not, and (b) the accepting of a financial or other advantage, directly or indirectly, from another person, whether a Government Official or not, (1) with the intent, knowledge or purpose of bringing about the improper performance by the recipient or another person of a relevant function or activity or to reward such improper performance, or (2) with knowledge or belief or consequence that the acceptance of the advantage in itself constitutes the improper performance of a relevant function or activity. In addition, the UKBA penalizes companies that fail to prevent persons associated with them from committing bribery. Associated persons of Sapient include Personnel and Representatives. The only defense that a company can mount against this UK Bribery Act violation is that it had adequate procedures in place to prevent such bribery. Other Anti-Corruption Laws Depending on the countries in which Sapient does business, there may be other anti-corruption laws applicable to its operations. Any Sapient Employee or Representative who is uncertain about whether anti-corruption laws other than the FCPA and the UK Bribery Act may apply to particular situations must consult with Sapient s Legal Department. Bribes under the Anti-Corruption Laws: Anything of Value or Financial or Other Advantage. This may include not only cash, but also, for example, gifts, gift cards and other tangible and non-tangible items, electronic equipment, clothing, meals, entertainment (for example, concert, theater, sport, or other similar event invitations without a prevailing business character), travel, lodging, transportation, loans, use of property or equipment, charitable contributions, job offers, and other favorable arrangements.
ANNEX B RED FLAGS The following is a non-exhaustive list of red flags, which may indicate violations of this Policy or the Anti-Corruption Laws, especially where they involve Representatives, agents, distributors, consultants, joint venture partners and other third parties seeking business for the benefit of Sapient, or Government Officials whose influence could affect Sapient: Any person is, or has: An unethical or corrupt business reputation, including if you become aware that any person engages in or has been accused of giving or receiving bribes or engaging in improper business practices; Refusing to agree to comply with Anti-Corruption Laws; A familial relationship or other special relationship with a Government Official; Recommended by a government client; A heavy reliance on political or government contacts to promote Sapient s interests; Refusing to disclose the identity of business partners; Unusual or suspicious contracting procedures; Requesting payment in unusual or secretive form; Submitting inflated or inaccurate or unusual invoices; Requesting cash payments or refusing to sign formal commission or fee agreements; Requesting payments in a jurisdiction with no relationship to the transaction; Requesting any unusual payments, fees, bonuses or advance payments, especially before contracting or negotiating, or to overlook violations, or to facilitate services; Requesting or offering lavish business hospitality or gifts, especially before contracting or negotiating; Requesting the use of side letters or refusing to put agreed terms in writing; Requesting or making payments or any other advantages outside what seems proper or in the normal course of business; Based, transacting or requesting payment in a country where there is a risk of corruption (for further information on levels of corruption in countries see the Corruption Perception Index, produced by Transparency International which is available at their website); or Concealing or unable to provide adequate evidence and/or or a convincing explanation of the legitimate business purpose of payments or other advantages.