ANSA McAL GROUP
Introduction
Policy Statement
IT IS THE POLICY OF THE ANSA McAL GROUP (“ANSA McAL”) THAT NO MEMBER OF ANSA McAL IS PERMITTED TO CORRUPTLY GIVE A BENEFIT TO ANY PERSON ON BEHALF OF ANSA McAL OR IN CONNECTION WITH ANY TRANSACTION IN WHICH ANSA McAL IS INVOLVED FOR THE PURPOSE OF OBTAINING THE GRANT OF ANY IMPROPER ADVANTAGE. THERE ARE NO EXCEPTIONS TO THIS POLICY.
Purpose
ANSA McAL Limited, together with our subsidiaries and affiliates (the “ANSA McAL Group”) have a longstanding commitment to strictly comply with all anti-corruption laws applicable to the countries in which we or our representatives operate. This Policy is therefore intended to provide a level of awareness to the ANSA McAL Group and its directors, officers, employees, agents, representatives, consultants, affiliates, contractors and service-providers of ANSA McAL Group worldwide and anyone acting on their behalf (together, “Members of ANSA McAL”) about the anti-corruption laws in order to avoid inadvertent violations and to recognize potential issues in time for them to be addressed appropriately It is vital that we not only understand and appreciate the importance of this Policy but comply with it in our daily work.
This Policy reinforces our commitment to maintaining the highest standard of business and personal ethics, as set forth in the ANSA McAL Group Code of Ethics. As a result, its prohibitions may go beyond those actually required by law. The fact that an action or practice is "customary" in a particular country or region is not sufficient to justify a violation of this Policy or applicable law.
The ANSA McAL Group will not tolerate violations of this Policy or the law; accordingly, failure to comply with the legal and ethical responsibilities defined in this Policy will be subject to appropriate measures, including termination of third-party contracts or employee discipline, which may include dismissal.
Scope
This Policy applies to all ANSA McAL Group legal entities worldwide owned directly or indirectly by the ANSA McAL Group, including all operating units, subsidiaries, and affiliates. For purposes of this Policy, the term "the ANSA McAL Group" is deemed to refer to and include all of the above-mentioned entities, all ANSA McAL Group employees worldwide and agents or representatives of the ANSA McAL Group or any of its subsidiaries, affiliates, contractors or service-providers wherever they may be located.
The ANSA McAL Group applies a "knowing" standard when it comes to ethical conduct. The “knowing” standard is broad and encompasses more than “actual” knowledge that corrupt practices will occur. Ignoring or disregarding circumstances that could reasonably be considered sufficient warning that corrupt conduct will occur may be grounds for meeting the knowing standard. Great care must be exercised in this area. All
activities must uphold ANSA McAL’s Core Values and Code of Ethics and meet the highest standards of behavior, including honesty and fairness in all aspects of our work.
Management Responsibilities
All Members of ANSA McAL have a personal and individual responsibility to comply with this Policy and to encourage other ANSA McAL Group employees responsible to them are aware of this Policy and the need for compliance. The ANSA McAL Group line and functional managers have specific obligations with regard to the implementation of due diligence and oversight of third parties as provided for in this Policy.
Group Legal Responsibilities
For the purposes of providing legal advice and advising the ANSA McAL Group management of potential legal liability regarding the laws, the Group Chief Legal and External Affairs Officer has the following responsibilities:
1. Ensure that the Policy is communicated to all ANSA McAL Group employees and contractors, including business managers, executives, and board members. The Policy, inclusive of all updates, will be published on the ANSA McAL website and will be accessible to all employees, contractors and to the general public.
2. Inform the Group Chief Executive Officer of possible violations or legal issues brought to his/her attention.
3. Ensure appropriate action is taken to investigate and address possible violations or legal issues brought to attention.
4. Review recent developments and changes to the laws applicable to our businesses in the locations where we operate, and communicate them to the ANSA McAL Group employees, subsidiaries and agents.
Definitions Government
The term "government" refers to an agency, subdivision or other body of any national, state or local government, including hospitals or other health facilities which are owned or operated by a government authority, regulatory agencies or government-controlled businesses, corporations, companies, utilities or societies.
Public Official
"Public Official" includes:
• Any official or employee of a Government, royal family, ruling family, administrative agency, or Government-owned business;
• Any person acting in an official capacity on behalf of a government, royal family or ruling family;
• Employees or agents of a business that is owned or controlled by a government, royal family or ruling family;
• Any person or firm employed by, or acting for or on behalf of, any government, royal family or ruling family;
• Any political party official, employee or agent of a political party, royal family or ruling family or candidate for political office (or political party position); and
• Any family member or other representative of any of the above.
Bribe
A "bribe" is giving anything of value that would improperly influence the outcome of a transaction. "Anything of value" can include such things as:
• Cash
• Gifts
• Meals
• Entertainment
• Travel and lodging
• Personal services
• Charitable donations
• Business opportunities
• Favours
• Offers of employment
Improper Advantage
"Improper advantage" includes payments intended to wrongfully:
• Influence any act, omission or decision of a public official relating to the business of the ANSA McAL Group;
• Induce an official to use his or her influence to affect any act, omission or decision by someone else in his or her government relating to the business of the ANSA McAL Group; and
• Induce an official to use his or her influence to affect or influence any act, omission or decision relating to the business of the ANSA McAL Group.
In addition to obtaining or retaining business, "improper advantage" includes reducing taxes or duties, "looking the other way" at minor code or rule violations, and any form of preferential treatment.
Knowing
"Knowing" means that an employee is considered to have knowledge if the employee:
(i) is aware that a corrupt payment is being made,
(ii) is aware that a corrupt payment is likely to occur, or
(iii) has reason to know that a corrupt payment is likely to occur.
Refusal to know, deliberate ignorance, conscious disregard, and willful blindness are treated as "knowing" for purposes of this Policy.
Anti-Corruption Laws
The ANSA McAL Group's dealings with Governments and Public Officials are subject to specific local anticorruption laws which carry very significant penalties, including the Prevention of Corruption Act, the Integrity in Public Life Act, the Proceeds of Crime Act and the Financial Obligations Regulations 2010 made under that Act and the Financial Intelligence Unit Act in Trinidad and Tobago and foreign laws such as the US Foreign Corrupt Practices Act and the U.K. Bribery Act. All the ANSA McAL Group’s dealings with third parties are to be carried out with the highest standard of integrity required for all the ANSA McAL Group business and in compliance with all relevant laws and regulations. This policy declares that corrupt practices are not acceptable in the ANSA McAL Group’s business dealings both in the private and government sectors.
Bribes, Advantages and Improper Payments
The ANSA McAL Group prohibits any payment which is made with the expectation of receiving in return an improper benefit or advantage. As such, no Members of ANSA McAL shall make, offer to make, or authorize any bribes, improper payments or provide "anything of value" to any individual, or at the request of any individual, for the purpose of influencing, inducing, or rewarding any act, omission or decision to secure an improper advantage, obtain or retain business or counsel or procure any third party to do the same.
The prohibition on bribery also applies to providing business opportunities, favorable contracts, stock options, gifts and entertainment.
Improper Payments to Government and Public Officials
Under no circumstance shall any ANSA McAL Group employee or representative give, pay, offer, promise to pay, or authorize the giving or payment of money or anything of value to any Government or Public Official or any person or entity designated by them in order to affect any governmental act or decision to:
• Obtain or keep business or to secure some other improper advantage with the Government in favour of the Company;
• Be awarded a contract to the Company;
• Obtain advantageous tax or customs treatment that would not otherwise be available to the Company;
• Circumvent or cause non-enforcement of laws or regulations applicable to the Company.
It is illegal to bribe a Public Official or anyone acting on such official's behalf to gain an improper business advantage or as mentioned above. Offering or making such a payment may expose you and the ANSA McAL Group to criminal prosecution and serious penalties under local law, U.S. law and/or the laws of other countries.
Gifts and Entertainment Guidelines
Gifts in the business context can be an appropriate way for business people to display respect for each other. The ANSA McAL Group expects the use of good judgment and moderation when giving or receiving entertainment or gifts. Giving or accepting gifts of nominal value (i.e. less than TT$500 in a year) are acceptable as long as your business unit does not have a more stringent gift policy. No gift or entertainment should ever be offered, given, provided or accepted by you unless it:
• Is reasonable and not extravagant and is appropriate under the circumstances;
• Serves a valid business purpose;
• Is customary and appropriate under local customs laws;
• Is not being offered for any improper purpose, and could not be construed as a bribe or payoff;
• Does not violate any ANSA McAL Group policy;
• Does not violate any local or international laws or regulations; and
• Is accurately described in your expense or other reports and ANSA McAL Group’s books and records.
For the avoidance of doubt, any gifts or entertainment given or received corruptly and/or to obtain an improper advantage shall be considered a direct contravention of this Policy, regardless of whether it is under the nominal value prescribed above.
Gifts or Entertainment Provided to Government or Public Official
Significant legal restrictions apply with regard to providing gifts, entertainment, travel and promotional expenditures related to Public Officials. You must make sure you fully understand all such restrictions and associated policies and procedures. In each instance:
• All gifts, entertainment, or promotional expenses which are intended to induce a government official to misuse his position or to obtain an improper advantage are prohibited, regardless of their value;
• Expenses must have a valid business purpose and be reasonable and necessary under the circumstances;
• Gifts must be of token value (such as T-shirts, tote bags or reasonable quantities of product samples that reflect the ANSA McAL Group’s business name and/or logo), legal, customary, and openly given; and
• Expenses and gifts must be fully and accurately reflected in the company's books and records and backed by receipts.
Reporting Expenditures for Gifts or Entertainment
It is essential that you accurately report expenditures for gifts or entertainment so that the purpose, amount, and recipient of the gift are obvious (i.e., transparent) to finance and other Members of ANSA McAL who may review the Company's books and records. All subsidiaries must maintain a Gifts and Hospitality Register in a format consistent with Group Policy as updated from time to time. The Gift and Hospitality Register must accurately state the purpose of the expenditures and the identities of the individuals receiving the gifts or entertainment, and also state whether the gift or entertainment was given to a public sector official or to
any employee of a government entity. All expense reports should also duly reflect gifts or entertainment expenditure.
Appearance of Impropriety
You should avoid even the appearance of impropriety. Any gift or expense that is lavish or might otherwise prove embarrassing for the Company is prohibited. If you have any question regarding the appropriateness of any gift or expense, you should consult the Group Legal Department prior to giving the gift or incurring the expense.
Facilitation Payments
In order to ensure compliance with all applicable anti-corruption laws, the ANSA McAL Group prohibits facilitation payments under this Policy.
Facilitation payments are small payments paid to Government or Public Officials to expedite or facilitate nondiscretionary actions or services, such as obtaining an ordinary licence or business permit, processing government papers such as visas, providing police protection, providing telephone, power or water service, or loading or unloading of cargo.
Finally, personal funds must not be used to accomplish what is otherwise prohibited by Company policy or the Company’s legal obligations.
Political Contributions
ANSA McAL Group encourages personal participation in the political process in a manner consistent with all relevant laws and Company guidelines. You may support the political process through personal contributions to the candidates or organizations of your choice but may not make or commit to political contributions on behalf of the ANSA McAL Group. Please refer to the ANSA McAL Group Code of Ethics Policy.
Charitable Contributions
The ANSA McAL Group is committed to the communities in which it does business and permits reasonable donations to charities. Employees and representatives must ensure that donations are given only to bona fide charities and are only used for proper charitable purposes and not otherwise misapplied in violation of this Policy or local and international laws. Please refer to the ANSA McAL Group Code of Ethics for more information.
Extortion/Duress
Requests or demands for a bribe or other improper payment might take the form of a personal threat to the health or safety of a person. If a demand for a bribe or payment request is made, you must notify your Line
Manager and/or Managing Director as soon as possible. If there is a threat made to your health or safety, you should take whatever action you deem appropriate to ensure your safety. If you are not able to notify your Line Manager and/or Managing Director in advance of making a payment when confronted with an imminent threat of harm, you must immediately document the relevant transaction(s) and contact your Line Manager and/or Managing Director as soon as practicable after the incident. If you do not feel comfortable doing so, the Group Chief Legal and External Affairs Officer should be contacted instead.
Third Parties
Anti-corruption laws do not always differentiate between conduct of the ANSA McAL Group and conduct of a third party acting for and on behalf of the ANSA McAL Group. Importantly, the acts of our partners may also expose us to penalties, whether or not we are involved in, or even aware of, their actions. Therefore, it is the ANSA McAL Group's obligation to "know its partners" and to ensure that any third parties with and through whom the ANSA McAL Group conducts business acknowledge and agree to comply with principles of this policy.
Due Diligence and Monitoring
To ensure that the requirements of this policy are met in relation to third parties, business managers are required to conduct due diligence on such third parties and comply with any other requirements of the anticorruption policy, including but not limited to pre-engagement and post-engagement due diligence and monitoring.
Red Flags
While conducting due diligence and throughout any subsequent relationship, you must monitor for any "red flags." A "red flag" is a fact or circumstance which requires additional consideration and extra caution. Red flags may appear in many forms and can include:
• Payments in a country with a history or reputation for corruption;
• Unusual payment patterns or requests, including payments to third parties, in cash, and payments made to bank accounts outside the country;
• Representations or boasting about influence or connections;
• Use of a shell or holding company that obscures ownership without credible explanation;
• Accusations of improper business practices (credible rumors or media reports, etc.);
• Family or business relationship with the Government or a Public Official;
• Requests for payments "up front" or statements that a particular amount of money is needed to get the business;
• Unusually high commissions, agents' fees, or payments for goods or services;
• Apparent lack of qualifications or resources;
• Whether the representative or joint venture partner has been recommended by an official of the potential government customer;
• Requests to be able to make agreements without the Company's approval;
• Requests that agreements or communications be kept secret;
• Refusal to comply with the ANSA McAL Group’s ethical conduct and anti-bribery policies;
• Newly formed entities attempting to service high-value contracts.
You are responsible for monitoring your email and other communications and documents for red flags. Any red flags should be brought promptly to the attention of your Line Manager and/or Managing Director. Failure to do so is considered a violation of this Policy.
Third Party Contracts
Written contracts govern the ANSA McAL Group's relationships with third parties in connection with the ANSA McAL Group's local and international business dealings and shall include the necessary terms, conditions and protections for the ANSA McAL Group. The provisions of the contract shall specify our expectations and requirements to help prevent violations of the ANSA McAL Group’s policies and standards. The ANSA McAL Group retains the right to terminate any contract if the third party violates or breaches the stipulated requirements of the contract. Any violation or breach of contract by a third party should be reported immediately to the Group Legal Department.
Third Party Payments
To ensure that payments to third parties are not used for bribery or corruption, the ANSA McAL Group shall maintain the necessary internal controls for the review and approval of payments to local and international third parties, to include but not limited to:
• Commissions (Calculations and Awards)
• Expense Reports
• Other Reimbursements
Records and Internal Accounting Controls
The ANSA McAL Group is responsible for keeping their books, records, and accounts in reasonable detail, accurate and such that fairly reflect all transactions and dispositions of assets. Thus, the Company prohibits the mischaracterization, omission or false entries of any transaction on the Company's books and records for any reason. Keeping detailed, accurate descriptions of all payments and expenses is crucial to the Company.
Employees must be complete and timely when preparing all reports and records required by management. In connection with dealings with public officials and with other international transactions, employees must obtain all required approvals from the Group Legal Department and, when appropriate, from foreign governmental entities. Prior to paying or authorizing a payment to a foreign official, the ANSA McAL Group employees or agents should be sure that no part of such payment is to be made for any purpose other than that to be fully and accurately described in the ANSA McAL Group's books and records. In addition, no undisclosed or unrecorded accounts of the ANSA McAL Group are to be established for any purpose.
Please refer to the ANSA McAL Group Code of Ethics Policy for more information under “Maintaining Accurate Financial Records/Internal Accounting Controls” Section.
Review & Audit
The ANSA McAL Group’s management shall monitor compliance through its efforts including defined review and approval steps that management performs as well as compliance auditing conducted by the ANSA McAL Group Internal Audit Department in areas such as, but not limited to:
• Review of the documentation and the communication of this Policy and relevant standards and controls to the ANSA McAL Group officers, directors, and employees;
• Review of and assurance that communications and training are targeted to key employees;
• Review of procedures to ensure delivery and receipt of training to key employees;
• Review of procedures to ensure certification (and documentation) by employees of compliance with this Policy;
• Assurance that agreements and relationships with Commercial Representatives are supported by proper documentation, including:
- Due diligence reports;
- Pre-engagement review and approval; and
- Incorporation of anti-corruption and anti-bribery assurances in agreements and contracts,
• Review of payments to applicable Commercial Representatives for reasonableness in terms and for authorization; and
• Review and reconciliation of selected local or foreign bank accounts and any petty cash accounts and disbursements.
Employee Certification
From time to time, Members of ANSA McAL may be required to sign a statement certifying commitment to, full understanding of, and compliance with this Policy. The certification statement shall be included in the personnel file of each such employee. Members of ANSA McAL Group personnel who violate this Policy may be subject to disciplinary action, up to and including termination of employment or of the business relationship.
Reporting Violations
Duty to Report
Protecting the ANSA McAL Group's reputation is every employee's responsibility. Employees should therefore immediately report suspected violations of the law or this policy, actual, potential, or suspected corruption in the ANSA McAL Group or by any individual or organization with whom the ANSA McAL Group does business. Failure to do so may result in liability for the ANSA McAL Group and for you personally. You must report any request for an improper payment, or any indication that a person might be making corrupt
payments or that a person has an intention or plan to violate this policy. You have a similar obligation to report any information or knowledge of any hidden fund or asset, of any false or artificial entry in the ANSA McAL Group's books and records, or any payment that circumvents the ANSA McAL Group's internal financial processes. Reports must be made immediately. Your report may be made to or on an anonymous basis using our Whistle Blower hotline. If any instance of bribery or corruption is identified, an investigation will take place under the guidance of the Group Head of Internal Audit or his/her nominee.
You can also contact the Group Legal Department to seek advice on anti-bribery and corruption issues or to make suggestions for how we could improve our anti-bribery and corruption policy and procedures.
Good Faith and Non-Retaliation
The ANSA McAL Group will not allow any retaliation against any ANSA McAL Group employee who acts in good faith in reporting any violation of this Policy. The Company will investigate reported violations and will determine an appropriate response, including corrective action and preventative measures, and will involve the Chair of the Audit Committee or the Group Chief Executive Officer when required. All reports will be treated confidentially to the extent possible.
Violations or Non-Compliance
Violations of anti-corruption laws can lead to severe criminal, civil and regulatory penalties including fines and/or jail, and even the perception of impropriety can damage the reputation of the ANSA McAL Group and its employees. If any employee, including directors and senior officers of the ANSA McAL Group, violates anticorruption laws or this policy, it may result in disciplinary action, including termination of employment.
If you have information about a possible violation of this Policy, contact the Group Legal Department or call the Whistle Blower hotline The ANSA McAL Group’s Whistle Blower Policy is also readily available via its website at www.ansamcal.com.
Complying with Code of Ethics and Law
The ANSA McAL Group requires its employees and commercial representatives to comply strictly with this Policy, the Company's Code of Ethics Policy and all applicable legal requirements relating to bribery, corruption, and improper payments in each jurisdiction where the ANSA McAL Group conducts business.
• APPROVED BY THE BOARD OF DIRECTORS ON AUGUST 11, 2022