Cataleya-Anti-corruption Policy V1.0
Table of Contents
1. Scope
The scope of this Policy and Procedure applies to every Cataleya employee, including senior executive and financial officers, and to members of our Board of Directors, and reflects the standard to which the company expects it business associates, partners, agents, contractors, and consultants to adhere when acting on the company’s behalf.
This Policy is intended to supplement all applicable laws, rules, and other corporate policies.
2. Responsibility & Accountability
It is the responsibility of the Executive Leadership Team (“Forum Group”) and the designated officer to ensure the following Procedure is adhered to. The Forum Group shall review this Policy on an annual basis for appropriateness, compliance internally with the company and for compliance with all applicable standards, acts, legislation, etc.
Requests for additional guidance or interpretation regarding this Policy can be directed to the Forum Group or designated officer.
It is the responsibility of all Senior Management, Department Managers and Team Leaders/Supervisors to ensure the functionality and accuracy of this Procedure is adhered to.
It is the responsibility of every employee to ensure the functionality and accuracy of this Procedure is adhered to.
It is the responsibility of the Forum Group and the designated officer to ensure that a risk assessment and due diligence are conducted prior to the appointment of a third-party intermediary.
3. Definitions
Corruption: Corruption is the abuse of entrusted power for private economic gain. This Policy will refer to both as “bribery.”
Bribery: Bribery is the giving, offering or agreeing to provide benefits to others in order to improperly influence an outcome to obtain or retain an advantage. Bribery can take many forms, including the provision or acceptance of:
• cash payments
• phony jobs, shell companies, or “consulting” relationships
• kickbacks
• political or charitable contributions
• social benefits, or
• gifts, travel, hospitality and reimbursement of expenses
Company employees are strictly prohibited from offering, paying, promising, or authorizing, directly or indirectly, any financial or other advantage or benefit to foreign officials, candidates or parties for the improper performance (whether it be an act, omission, use of influence or otherwise) of a relevant function or activity.
4. Discipline
Any employee who violates the terms of this Policy will be subject to disciplinary action.
Any employee who has direct knowledge of potential violations of this Policy but fails to report such potential violations to company Management / the designated officer will be subject to disciplinary action.
Any employee who misleads or hinders investigators inquiring into potential violations of this Policy will be subject to disciplinary action.
In all cases, disciplinary action may include termination of employment.
Any third-party agent who violates the terms of this Policy, who knows of and fails to report to Management / the designated officer potential violations of this Policy, or who misleads investigators making inquiries into potential violations of this Policy, may have their contracts re-evaluated or terminated.
5. Training
6. Improper Payment Provisions
Any payment or offer of payment to a foreign official for the purpose of influencing that official to assist in obtaining or retaining business or any other advantage for a company is strictly prohibited. A “payment” under the respective bribery and corruption laws is broadly interpreted to include not only the actual payment of money, but also an offer, promise or authorization of the payment of money, as well as an offer, gift, promise or authorization of the giving of “anything of value.” “Anything of value” may include not only cash and cash equivalents, but also gifts, entertainment, travel expenses, accommodations, and anything else of tangible or intangible value. Application of the law is not only to payments or offers to pay, but also to any act or event that is “in furtherance of” a payment to a foreign official. Even if an improper payment is not consummated, just offering it violates these laws. Likewise, it is a violation of these laws to instruct, authorize or allow a third party to make a prohibited payment on the company’s behalf, or to ratify a payment after the fact, or make a payment to a third party while knowing or having reason to know that it will likely be given to a government official
7. Bribery Of Foreign Officials
It is prohibited for the company and any of its employees, officers, directors and agents to directly or indirectly influence (with money, gifts, or promise) any foreign government, official, political party or political candidate in order to assist the company in obtaining or retaining business or in directing business to any other person. The company also proscribes the authorization or ordering of any practice which constitutes a violation of these prohibitions. Violations of these anti-corruption provisions are punishable by a fine of up to $100,000, or imprisonment, or both, in the case of an individual (for which the fine may not be paid, directly or indirectly, by the company) and a fine of up to $2 million in the case of a company.
Another form of indirect bribery is where a donation is made to a personal project of a government official, with the intent of influencing the award of an upcoming public contract. Although bribery often occurs with the full knowledge of all of relevant parties, it can also occur where one or more of the participants remain(s) entirely unaware, especially when it involves a third party. Indirect transactions are by far the most common way bribery and kickbacks occur.
Employees should ensure that business partners understand and are aware of the Corporation’s policies and have been provided a copy of the Code and other relevant documentation, as set out in the Cataleya’s Working with Third Parties Policy.
8. Books & Record Keeping Requirements
In addition to its improper payment provisions, certain accounting requirements are imposed on a company. Specifically, it is required that a company maintains books, records, and accounts that, in reasonable detail, accurately reflect the transactions and dispositions of that company. In order to comply with these requirements, it is imperative that company employees, officers and agents maintain complete and accurate records with respect to all transactions undertaken on behalf of the company. These requirements apply to transactions of any amount, not just sums that would be “material” in the traditional financial sense. “Records” include virtually all forms of business documentation, including accounts, correspondence, memos, tapes, discs, papers, books and other documents or transcribed information of any type.
9. Improper Use Of Corporate Funds Or Assets
The following uses of corporate funds or assets are prohibited:
• Direct or indirect payments, gifts, contributions or offers or promises of anything of value in bribes, payoffs or kickbacks or any other effort to buy favors, including but not limited to inducements to procure orders for the sale of company services and products. Any other direct or indirect payment, gifts, contribution or offer or promise of anything of value may be made only to the extent that it conforms with reasonably prudent practice in the industry, as approved in each specific case by a designated officer of the company. The giving of lawful customer discounts and allowances in the ordinary course of business is not prohibited, provided that such discounts and allowances are properly approved, documented, and accounted for.
• Commissions, fees, or similar payments which are not reasonably related in value to the services rendered, or commissions, fees or similar payments made in exchange for services rendered which are illegal or in any manner violate this, Policy.
• Direct or indirect contributions of money, property, or resources to the campaign of a candidate for office in the Federal Government or in any national political party, other than as permitted by law.
• Use of assets, funds or resources of the company by employees or members of their family, which is personal, or not in furtherance of the business of the company.
10. Negative Impacts On Society
Corruption in all forms is simply bad business and can negatively impact the regions in which it occurs. This is because corruption…
⦁ Places honest and fair businesses at a significant competitive disadvantage.
— Frequently begets further corruption: paying bribes subjects businesses to corrupt officials who may continue to make ever-increasing demands.
— Harms the countries in which the Cataleya does business by weakening public accountability and democratic values,
11. How To Avoid Corruption
ADOPTING A ZERO-TOLERANCE APPROACH
In general, corruption can be avoided by following the Cataleya’s Code and underlying policies. Each Employee must adopt their own zero-tolerance policy toward all forms of corruption, including bribery, kickbacks, and facilitation payments. Employees can do this by carrying out the following actions:
— Never offering, paying, requesting or receiving bribes or kickbacks, even if requested to do so by a senior manager or anyone else.
— Never getting involved in any fraudulent or dishonest activity.
— Never authorizing any corrupt activities or behaviors, nor turning a blind eye to potentially corrupt behavior by subordinates or third parties acting on the Cataleya’s behalf.
— Never engaging in activities that could facilitate corruption, including drafting illegal agreements, drafting fraudulent claims, falsifying evidence, and giving false evidence in legal proceedings.
— Never concealing any corrupt or potentially corrupt activity.
12. Identifying Red Flags
Recognizing scenarios where corruption is likely to occur can help Employees avoid and prevent precarious situations in the first place. In general, suspicious or odd activity or behaviour during a competitive bid or commercial transaction should always be treated seriously, especially if it involves government or public officials.
13. Transactions With High Risks Of Corruption
Common transactions include:
Government tenders and concessions – government procurement of routine services to public concessions of large infrastructure or extractive projects is prone to the influence of bribery. Bribes are typically paid to compromise the formal selection criteria and processes to the benefit of a particular bidder.
Private tenders – like government tenders, bribery and kickbacks in a private tender typically seek to unduly modify formal selection criteria and processes. Although not all anti-corruption legislation prohibits bribery during private tenders, many laws applicable to the Corporation – including the UK Bribery Act – prohibit this form of bribery.
Commercial agreements – even ordinary agreements for the purchase and sale of services or goods can be subject to bribery. A bribe or kickback may be offered to the purchaser to breach purchasing standards or criteria set by any organization. Again, many international and local laws applicable to the Corporation prohibit this form of bribery.
OTHER COMMON RED FLAGS
Employees should be aware of the following red flags (warning signs):
— Officials or business partners with a general reputation for questionable behavior.
— Competitive bids that require the use of designated intermediaries.
— Officials or business partners who request charitable or political donations during a competitive bid.
— Officials or business partners who request isolated meetings, especially after a request to include additional parties has been made.
— Odd requests relating to communications (private meetings, conversations, etc.) or payment mechanisms (off-shore payments, cash, etc.).
— Suspicious last-minute changes to selection criteria for competitive bids, which tilt the bid overtly in the Corporation’s favors (for example, by excluding all other competitors).
— Officials or business partners who suggest they can provide favors or help on unrelated matters.
— Business partners who request unusually high commissions or fees.
14. Reporting Suspected Violations
Employees have a duty to report behaviour or any activities where they suspect the Corporation, its employees or business partners may be involved in corruption.
