Anti-Bribery & Anti-Corruption Policy
Policy Introduction & Purpose
Kurt J. Lesker Company® ("KJLC®") seeks to conduct its business with the highest ethical standards. We prohibit all forms of bribery and corruption.
As a global company with a strong focus on marketing and sales, our employees, particularly our Sales team, may be faced with making decisions that could impact them personally and KJLC generally from both a compliance and business ethics standpoint. This Anti-Bribery & Anti-Corruption Policy ("Policy") is meant to provide insight and guidance to each employee as he or she navigates their encounters with companies and individuals to whom we are selling or from whom we are buying products. Under this Policy, the bribing of domestic or foreign government officials is strictly prohibited. Commercial bribery (i.e. private sector) is also prohibited. Bribery may include the offering, promising, authorizing or providing "anything of value" (as defined below) to any KJLC customer, business partner, supplier or other third party in order to induce or reward their improper performance of an activity connected with our business. This Policy, along with targeted training for certain functions within KJLC, seeks to give you tools to help you make the right choices. Please note that additional information on the giving or receipt of gifts may also be found in KJLC's Travel and Business Expense Reimbursement Policy (CP-017).
In this Policy we discuss both the U.S. Foreign Corrupt Practices Act ("FCPA") and the U.K. Bribery Act 2010 ("UKBA"). The FCPA and UKBA apply to our business activities globally, irrespective of where you are located or where your business activities take place. In addition to the FCPA and UKBA, all jurisdictions have their own local laws prohibiting bribery and corruption. The violation of anti-bribery laws can lead to civil and criminal prosecutions. As well, the violation of this Policy by anyone within KJLC can lead to disciplinary action, including but not limited to termination of employment.
To Whom this Policy Applies
This Policy applies to all employees, officers, directors, representative, agents, and third parties working on behalf of KJLC, irrespective of citizenship or location.
Most countries have laws that prohibit bribery of domestic and foreign government officials. The laws of many countries, including U.S. state laws and the UKBA, specifically prohibit private sector (also known as commercial) bribery. Bribery, in its most general form, may include the offering, promising, authorizing or providing anything of value to any customer, business partner, supplier, or other third party with whom we do business in order to induce or reward the improper performance of an activity connected with our business.
"Government official" defined
For the purposes of this Policy, the term "government official" is broadly defined to include officers or employees of any federal, state, or local government entity, department, or agency (this can include publically funded universities and laboratories or institutes), as well as politicians or candidates for public office.
Please consult KJLC's General Counsel when there is a doubt as to whether an individual is a government official. You should also consult KJLC's General Counsel when dealing with the immediate family member of a government official.
Commercial Bribery in the Private Sector
In addition to their prohibitions of governmental bribery, many U.S. state laws, the UKBA, and the laws of most countries also specifically prohibit the offering or acceptance of corrupt payments and other advantages between private (non-government) persons and entities. Such conduct constitutes commercial bribery, often called "kickbacks." This Policy prohibits such conduct.
General Rules & Procedures
General Prohibition on Bribery
You may not give, promise, offer, or authorize the payment of anything of value to any government official in order to obtain or keep business or to secure some other advantage. We must likewise avoid even the appearance of an improper interaction with government officials.
"Anything of value" may include cash or cash equivalents, business opportunities, and improper gifts, meals, travel, or entertainment.
If in doubt, think: Is this a "quid pro quo", i.e. the thing of value is being offered so as to elicit an advantage or benefit? If so, STOP, and consult KJLC's General Counsel or your manager.
Under certain circumstances, it may be permissible to provide modest gifts (like a promotional item with the KJLC logo), reasonably-priced meals, modest travel and lodging or entertainment to a private or government official as part of our business development activities or as a business courtesy. The provision of gifts (preferably, KJLC branded gifts), reasonably-priced meals, travel, and entertainment is only permissible, provided that there is no "quid pro quo"; the provision of such things is infrequent, modest, and reasonable in amount under the circumstances; we conform with applicable law, local custom, and business practice; and it cannot be construed as a bribe or payoff.
Also, very importantly... nothing is to be offered or given during a public tender to which KJLC is going to or has already submitted a bid for which we await the outcome.
Timing and context matters! For example, tickets to a local sporting event may be appropriate as part of a promotion of our product and services but may be inappropriate if provided during a government bid where KJLC is awaiting notification of award. Also, you should be there, i.e. if you are giving tickets, you should also be going to the event.
From an approval standpoint:
- Modest, reasonably-priced meals provided by KJLC are generally permissible without prior approval;
- The giving of KJLC branded gifts is tracked by KJLC Marketing, so prior approval from your department manager, who will coordinate with Marketing, is required to give such gifts; note that Divisional or Regional Vice Presidents may give blanket approval for the giving of KJLC branded gifts with a value of less than USD50.00 and such KJLC branded gifts may thereafter be given at the discretion of the members of the VP's team, subject always to overall compliance with this Policy;
- Travel and lodging for government or private individuals must first be approved by your department manager, who should consult with KJLC's General Counsel if it is unclear as to whether giving such a gift may be in violation of this Policy or applicable law;
- All business entertainment expenses are tracked. Please refer to KJLC's Travel and Business Expense Reimbursement Policy (CP-017) for further guidance.
For the avoidance of doubt , no meals (of any kind or price level), travel and lodging, KJLC branded items, or gifts of any nature whatsoever can be offered or provided by KJLC to a government official during a bid in which KJLC is participating and to which the government official is connected. For your reference, the receipt of gifts by KJLC employees is discussed in the Travel and Business Expense Reimbursement Policy (CP-017).
It is never permissible to provide a donation to influence a government official, or in exchange for any favor or benefit. If you wish to donate to a charitable organization in the name of KJLC, you must first contact KJLC Human Resources to obtain approval.
Promoting, Demonstrating or Explaining Products
You may not direct promotional expenses or activities to a government official in order to improperly influence him or her, or in exchange for any improper favor or benefit. In some circumstances, payments made to or on behalf of government officials for "reasonable and bona fide" expenses such as travel or lodging directly related to product demonstrations or tours of KJLC facilities may be appropriate and permissible.
However, in all cases, the employee must obtain prior written approval from their department manager, who in turn must consult with KJLC's General Counsel prior to granting any such approval, before providing anything of value to a government official to ensure that he or she is acting in accordance with KJLC policy and guidelines regarding government relations.
Hiring or Engaging Government Officials
You may not hire or engage a government official, or his or her immediate family members, in order to improperly influence the official, or in exchange for any improper favor or benefit. KJLC may hire or engage government officials, or their immediate family members ("person" in the section below), to perform services that have a legitimate business purpose, provided that:
- The circumstances surrounding the person's employment do not give rise to the appearance of impropriety;
- The person is not hired to perform services that conflict with the official's duties or obligations;
- The person is objectively and unquestionably qualified in terms of education, background and experience to perform the duties for which he or she is being retained;
- There is no expectation that the person is being retained by KJLC in exchange for any improper action or business advantage from the government (a quid pro quo);
- KJLC is not aware of any official decisions currently pending before the official and/or his or her governmental ministry/department from the time the person first came to KJLC's attention as a candidate through the time at which he or she was formally hired;
- The salary or fees are reasonable and consistent with the work to be performed and the person's professional qualifications;
- Appropriate ethical walls, and monitoring of those walls, are reasonably implemented to ensure that the person does not interact with his or her government or former government colleagues on matters that can affect KJLC's business; and
- A written opinion or equivalent formal correspondence is received by the person from his or her own government (or appropriate regulating entity such as an internal ethics committee) that the position with KJLC does not violate that government's own legal and ethical standards for such employment.
No offers of employment may be extended to any government official or the relative of a government official without prior written approval from KJLC's Human Resources Department, in consultation with KJLC's General Counsel.
You may not provide a political contribution to improperly influence a government official, or in exchange for any improper favor or benefit.
KJLC manages political contributions separately from this Policy. For additional information and consultation on political contributions, employees should contact KJLC's General Counsel.
Facilitating payments refer to small payments to government officials to expedite or facilitate non-discretionary actions or services, such as obtaining an ordinary license or business permit, processing government papers such as visas, customs clearance, or loading or unloading of cargo.
Although there is a narrow exception for facilitating payments under the FCPA, such payments are prohibited under the UKBA and the laws of most countries. Therefore, to ensure compliance with all applicable anti-bribery laws, KJLC prohibits any and all kinds of facilitating payments.
Applicable anti-bribery laws prohibit corrupt payments made directly by KJLC employees or indirectly through an agent, sales representative, consultant, distributor, or any other third-party representative acting for or on behalf of KJLC (collectively, "third parties"). This includes subcontractors or consultants hired by third parties to perform work on behalf of KJLC. Any third parties that act on KJLC's behalf must operate at all times in accordance with this Policy. KJLC's General Counsel should assist in drafting and reviewing all third-party agreements involving interactions with government agencies or officials. Accordingly, it is KJLC policy that:
- Third parties may not do things that are prohibited by this Policy or other KJLC policies;
- Each third party must be carefully selected and evaluated pursuant to the result of due diligence and other applicable KJLC policies before a business relationship is established;
- Commissions, compensation, reimbursement and other payments to third parties will be customary and reasonable in relation to the services provided and will be properly reflected in KJLC's records, books of account, and financial statements; and
- Payments to third parties may not be made in cash or to bank accounts that are not in the third party's name, unless otherwise approved in writing by KJLC's President, in consultation with KJLC's General Counsel.
KJLC should never enter into any relationship with a third party (including an agent, consultant, attorney, contractor, or representative) that will interact with government officials for or on behalf of KJLC without an inquiry into the third party's background, qualifications and reputation. Employees must inform KJLC's General Counsel once they have identified a third party that will interact with government officials for or on KJLC's behalf. All relationships with third parties that interact with the government or government officials must be memorialized in a written contract that includes appropriate language regarding compliance with all applicable anti-bribery laws.
KJLC's General Counsel should assist in drafting and reviewing all third party agreements. Once a representative, agent, or consultant has been retained by KJLC, the individual's activities and expenses must be monitored by the relevant manager to ensure continued compliance with the applicable anti-bribery laws and applicable KJLC policies.
Should you have any questions or concerns, or should you suspect any violation of this Policy, please contact KJLC's General Counsel or a member of KJLC's Executive Management team.