All third parties doing business with Acronis AG, or any of its subsidiaries or other business entities controlled by it worldwide (collectively, the "Company"), including, without limitation, distributors, resellers, service providers, OEM partners, customers, end users, vendors, suppliers and consultants (each such party a "Partner") must follow the Company’s Anti-Corruption Policy (the "Anti-Corruption Policy"). Each contract a Partner has with the Company that references the Anti-Corruption Policy is an "Agreement."

The Company and Partner hereby agree to incorporate the following terms and conditions (the "Anti-Corruption Clause") into each Agreement with the same force and effect as though fully set forth therein. To the extent that the terms set forth in the Anti-Corruption Clause are inconsistent with the terms of the Agreement, the terms set forth in the Anti-Corruption Clause will control.

A. Neither Partner nor Partner’s employees, directors, officers, agents, or subcontractors will, directly or indirectly, in connection with this Agreement or the business resulting herefrom, offer, pay, promise to pay, or authorize the giving of any monies or financial or other advantage or any other thing of value to any person: (a) for the purpose of inducing or rewarding that person or any other person to perform their role or function improperly; (b) for the purpose of influencing a Public Official in relation to any decision, act or other performance of their official role or function, including a decision to fail to perform that role or function, so as to obtain or retain business or a business advantage of any kind; or (c) that is otherwise in breach of (i) any applicable Anti-Corruption Laws or (ii) the Anti-Corruption Policy. Neither Partner nor Partner’s employees, directors, officers, agents, or subcontractors will, directly or indirectly, in connection with this Agreement or the business resulting therefrom, request, accept, agree to receive, or authorize the acceptance of any monies or financial or other advantage from any person: (a) as an inducement or reward for the improper performance of any role or function; or (b) that is otherwise in breach of any applicable Anti-Corruption Laws or the Anti-Corruption Policy. Partner agrees to keep full and accurate books and records of all payments made in connection with this Agreement, and to make all such books and records available to the Company’s duly authorized representatives as deemed necessary by the Company to verify Partner’s compliance with Anti-Corruption Laws and this Anti-Corruption Clause. Except as disclosed in writing in advance to the Company, Partner has not, and will not, retain any Public Official as an employee, director, officer, agent, consultant, or otherwise, and no Public Official owns or has any direct, indirect, or beneficial interest in Partner’s activities. Partner will use any assets or funds paid to or entrusted to it, such as discounts, rebates, or other incentives, including Market Development Funds ("MDF"), only for the specific purpose authorized or intended. Partner has not, and will not, use any discounts, rebates, or incentives, including MDF, in a manner that violates the Anti-Corruption Policy or Anti-Corruption Laws. At the Company’s request, Partner will complete a certification prepared by the Company and attesting that Partner has not committed any act prohibited by the Anti-Corruption Laws or the Anti-Corruption Policy and is not aware of any facts or circumstances suggesting that a violation of the Anti-Corruption Laws or the Anti-Corruption Policy has occurred or may have occurred (an "Anti-Corruption Certification"). The Company shall be entitled to audit or investigate all relevant documentation of Partner in order to verify compliance with the Anti-Corruption Laws’ requirements, with this Anti-Corruption Clause and with any Anti-Corruption Certification prepared hereunder, and Partner will cooperate fully in any such audit or investigation conducted by the Company.

B. For purposes of this provision, "Anti-Corruption Laws" means the United States Foreign Corrupt Practices Act of 1977 and any applicable foreign or domestic anti-bribery and anti-corruption laws and regulations, as amended from time to time, including the United Kingdom Bribery Act of 2010 and any laws intended to implement the Organization for Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. Additionally, "Public Official" means any employee, director, officer, agent, representative, or any other person acting in an official capacity on behalf of (i) any government or any department, agency or instrumentality thereof; (ii) any legislative, administrative or judicial body; (iii) any public international organization; (iv) any state-owned or state-controlled commercial enterprise, as well as (v) any political party or official thereof or any candidate for political office. For purposes of this Agreement, "Public Official" also includes any immediate relative of the foregoing. Immediate relatives include any of the following relations, whether by blood or through marriage: spouse, parent, child, sibling, and grandparent/child.

C. Partner represents and warrants that all of the provisions contained in and arising from this Anti-Corruption Clause and any Anti-Corruption Certification completed by Partner shall remain true and accurate throughout the duration of this Agreement; Partner shall promptly notify the Company should Partner learn or have any reason to know of any development during the term of this Agreement that in any way could make inaccurate or incomplete any provision in this Anti-Corruption Clause or an Anti-Corruption Certification. Failure by Partner to inform the Company promptly of changes in any such provision shall constitute a material breach of this Agreement by Partner entitling the Company to terminate this Agreement. The Company may also suspend payments or performance or terminate this Agreement at any time and without liability if it believes, in good faith, that Partner has violated or may have violated any provision in this Anti-Corruption Clause or an Anti-Corruption Certification. The Company shall not be liable for any claims arising from, or related to, the unlawful activity, or claims alleging unlawful activity, of Partner, regardless of the nature or location of such activity. Partner shall indemnify the Company for and hold the Company harmless against any actions, legal claims, demands, proceedings, internal or government investigations (whether formal or informal), inquiries, losses, damages, costs, expenses and other liabilities of whatever nature (including the payment of attorneys’ fees and investigative costs) incurred in relation to any breach of this Anti-Corruption Clause or any provision of an Anti-Corruption Certification, or in relation to investigating or defending any legal violations or claims arising from, or relating to, potential unlawful activity by Partner.

D. Notwithstanding anything to the contrary, the Partner’s limitations of liability in the Agreement will not apply to the Partner’s obligations under the Anti-Corruption Clause.

The Anti-Corruption Policy follows.

Acronis AG Global Anti-Corruption Policy

1. Introduction

1.1. Policy Statement

Acronis AG, and each of its subsidiaries and other business entities controlled by it worldwide (collectively, the "Company"), is committed to conducting business in an ethical and honest manner and to implementing and enforcing systems that ensure the prevention of bribery. The Company has zero tolerance for bribery and corrupt activities.

The Company’s policy is to comply worldwide with the U.S. Foreign Corrupt Practices Act of 1977, as amended ("FCPA"), and any applicable anti-bribery and anti-corruption laws and regulations of the countries in which it does business, including the UK Bribery Act of 2010 ("UK Bribery Act") (collectively, the "Anti-Corruption Laws"). The Company recognizes that bribery and corruption may expose it and its employees to civil and criminal charges that can result in large fines, dismissal, imprisonment, and suspension or debarment from government contract processes. It is therefore critical that we commit to preventing bribery and corruption in our business, and take our legal responsibilities seriously.

1.2. Scope

This Global Anti-Corruption Policy ("Policy") applies to all directors, officers, and employees, whether temporary or permanent, full-time or part-time, of the Company worldwide. As a condition of employment, it is the responsibility and obligation of each Company director, officer, and employee to read, understand, and comply with this Policy as well as all other Company compliance policies, including the Company’s Code of Conduct ("Code of Conduct").

This Policy is designed to provide specific guidance on how to avoid corruption risks and adhere to the Company’s high ethical standards in circumstances that may arise in the conduct of its business. As such, the Policy sets forth a specific prohibition on bribery and then provides required procedures and guidance concerning the following topics:

  • Channel Partners and Suppliers
  • Market Development Funds
  • Gifts, Entertainment, and Travel
  • Discounts and Rebates
  • Charitable Contributions and Sponsorships
  • Training and Communication
  • Monitoring and Auditing
  • Accounting and Recordkeeping

1.3. Guiding Principles

A. The Company has a strict anti-bribery policy. This Policy (and various anti-corruption laws) prohibit bribes to and from Public Officials (as defined in this Policy) and to and from individuals operating in a commercial or private capacity.

B. All directors, officers and employees are expected to become familiar and comply with the policies and procedures in this Policy, and to seek advice if any questions arise concerning such compliance or with any anti-corruption laws. Failure by directors, officers or employees to comply with this Policy will result in disciplinary action, up to and including termination of employment.

C. All third parties doing business for or on behalf of the Company, including partners, distributors, resellers, advisors, agents, consultants, contractors, lawyers, sales representatives, suppliers, and vendors, are also expected to conduct themselves in accordance with anti-corruption laws and the guiding anti-corruption principles expressed in this Policy. Failure by such third parties to comply with anti-corruption laws or anti-corruption obligations in contracts with the Company may create liability for the Company and will result in disciplinary action, up to and including termination of contracts and relationships with the Company.

Policy Requirements

2.1. Prohibition on Bribery and Corruption

A. This Policy and the Anti-Corruption Laws prohibit bribery. Bribery refers to the act of offering, giving, promising, or authorizing, or extorting, soliciting, accepting, or receiving "anything of value" to improperly influence the actions of a person in order to obtain or retain business, secure an improper advantage, or otherwise induce or reward improper conduct.

B. In almost all cases, simply offering a bribe is unlawful, even if the bribe is not accepted.

C. The Company’s policies and the Anti-Corruption Laws, prohibit improperly giving items of value, whether directly or indirectly through a third party (e.g., an agent or distributor), to anyone, including employees of private companies and Public Officials. Bribery and corruption can just as easily occur in the private sector as in the public sector.

D. Employees may not use third parties to take actions that they cannot otherwise take themselves. You must not ignore "red flags" that indicate that a third party may make illegal payments or engage in corrupt behavior on the Company’s behalf.

2.2. Definition of Bribe

D. Employees may not use third parties to take actions that they cannot otherwise take themselves. You must not ignore "red flags" that indicate that a third party may make illegal payments or engage in corrupt behavior on the Company’s behalf.

A. A bribe refers to any inducement, reward, or other "thing of value" offered to another individual in order to gain commercial, contractual, regulatory, or personal advantage.

B. Bribes take many forms and include non-monetary items. The term "thing of value" is construed broadly to include any financial or other advantage that could be used to improperly influence someone. Some items that may constitute a bribe include:

  1. Payments of money, including small facilitation payments such as paying a customs official to expedite the clearance of goods;
  2. Cash equivalents (e.g., gift cards, gift certificates, or vouchers);
  3. Extension of credit or loans;
  4. Gifts, meals, and entertainment;
  5. Lavish business-related travel and accommodations expenses;
  6. Non-business travel and accommodations expenses, including expenses related to family members;
  7. Political contributions, charitable donations and sponsorships;
  8. Free use of company services, facilities, or property;
  9. Inflated commissions, invoices or consultancy arrangements;
  10. Inappropriate discounts, rebates, or sales incentives;
  11. Favors that are of value to a recipient (e.g., offering a job to a member of a person’s family); and
  12. Anything else of value.

С. Bribes can include items of value given to family members or other people or organizations related to or selected by the person involved.

D. Facilitating and Expediting Payments

1 The Company strictly prohibits the offer or payment of "facilitating" or "expediting" payments in connection with its business. "Facilitating" or "expediting" payments are small, unofficial customary payments to lower-level government functionaries whose purpose is to expedite or to secure performance of a routine, non-discretionary governmental action, which includes, but is not limited to:

  • i. Performing ministerial actions, such as obtaining permits, licenses or other official documents to qualify a company to do business;
  • ii. Processing governmental papers such as visas and work orders;
  • iii. Providing civil services, such as police protection, mail and delivery service and scheduling inspections; or
  • iv. Providing phone service, utilities, cargo loading and unloading services and protecting perishable products from deterioration.

Facilitating payments are sometimes called "grease" payments. If you are asked by a Public Official to make a facilitating or expediting payment, you must refrain from making such payment and report the incident to the Compliance Officer immediately.

2. In some situations, there may be publicized, official expediting fees paid to the government for the performance of certain services. For example, some countries publish official rates for the rush processing of a visa or passport. Payment of such publicized, transparent, government fees are permitted if:

  • i. The fee is paid to the applicable government entity (and not to the Public Official);
  • ii. The Compliance Officer is provided with the applicable invoice or documentation showing the fee and proving that it is a published official fee; and
  • iii. The Compliance Officer approves such fee.

3. All payments made under this provision must be documented and accurately recorded in the Company’s books and records.

2.3. Definition of Public Official

A. As highlighted above, the Company’s policies and the Anti-Corruption Laws prohibit improper payments to anyone, including employees of private companies, who are not government employees. However, dealing with individuals who work for, or are part of, a government entity or department or agency of a government often presents a greater risk, particularly in jurisdictions where the risk of corruption is high. Under the FCPA, these individuals are often referred to as "foreign officials." In other laws, these individuals are referred to as "public officials." Because different laws use different terms, for your convenience, we collectively refer to anyone described in subsection (B) below as a "Public Official." If you are uncertain whether a person qualifies as a Public Official, please contact the Compliance Officer.

B. The term "Public Official" is broadly defined to include (i) elected or appointed government officials, officers or employees; (ii) persons acting in an official or public capacity on behalf of a government; (iii) any person exercising judicial, legislative, executive, administrative, or regulatory functions for or pertaining to the government (including any independent regulator); (iv) any member of the royal or ruling family of a country; (v) any political party, party official, officer, employee or other person acting for or on behalf of a political party; (vi) candidates for political office; and (vii) any employee, officer, agent or other person acting for or on behalf of any entity that is wholly or partially owned or controlled by a government, or any public, quasi-public, or non-governmental international organization. The term "Public Official" can also include such person’s family members and close contacts, and any other persons defined as such under local laws. Government instrumentalities include state-owned, state-run, and state-managed organizations and businesses (e.g., universities, hospitals, telecommunications operators, etc.), meaning that any persons working for on behalf of any such organizations and businesses are Public Officials. The term "Public Official" may also include former government officials or consultants who are advising a government or any Public Officials. A company may be considered to be owned or controlled by the government even if a government does not own more than 50% of the company. For example, a company could be state controlled through law or statute and the ability of the government to appoint senior management or the board of directors.

2.4. Third Parties

A. The Company uses a number of third parties, including partners, distributors, resellers, service providers, sales representatives, advisors, agents, consultants, contractors, and other intermediaries to assist the Company in securing sales, entering and expanding into new markets, and for many other aspects of the Company’s business (collectively referred to herein as "Channel Partners" or individually as a "Channel Partner"). The Company also purchases products and services for use in the Company’s business from suppliers, vendors, and other third parties, including advisors, agents, consultants, lawyers, and other intermediaries (collectively referred to herein as "Suppliers" or individually as a "Supplier").

B. Most anti-corruption and bribery laws impose liability on companies for both direct and indirect bribery. This means that the Company may incur liability where a Channel Partner or Supplier engaged to represent or provide a service to, or on behalf of, the Company makes an improper payment, provides an improper benefit or otherwise engages in improper conduct, in the course of its work for the Company. The Company may be held responsible even if the Channel Partner’s or Supplier’s payment or conduct is prohibited by the Company and regardless of whether the Company had knowledge of the payment.

2.5. Areas of Risk

A. It is important for all employees to be aware of situations that may give rise to a higher risk of bribery or corruption. When such situations arise, it is important for employees to disclose them so that the Company can take effective steps to ensure that the risks are appropriately assessed or mitigated.

B. Situations that may give rise to a higher risk of bribery or corruption include the following:

  1. High value contracts in which there are increased incentives for corruption;
  2. Dealings with Public Officials in territories that are perceived as having a higher risk of bribery or corruption;
  3. Engaging with Channel Partners in territories that are perceived as having a higher risk of bribery and corruption;
  4. Bidding on government tenders, contracts, or engaging in a government bidding process (especially if Channel Partners are involved);
  5. Working with customs or tax officials to get preferential treatment in customs clearances or to avoid audit related issues;
  6. The securing of operating licenses and permits that are required to operate in a particular territory;
  7. Negotiations around taxation incentives for investment in a particular territory or region; and Obtaining import licenses.

2.6. Books and Records and Internal Accounting Controls

A. The Company must maintain a system of internal accounting controls, and make and keep accurate books and records that fairly reflect, in reasonable detail, all transactions and dispositions of assets. False or misleading documentation will result in immediate disciplinary action, and could result in an employee’s civil and/or criminal liability. No Company funds or assets may be used for any unlawful, improper or unethical purpose. All Company financial books and records must be maintained in accordance with applicable accounting and auditing standards. Company employees are prohibited from:

  1. Causing Company documents (physical or electronic) to be incorrect, misleading or inaccurate in any way, which includes, but is not limited to, discount requests, expense reports, certifications, requisitions and purchase orders;
  2. Creating or participating in the creation of any records that are intended to conceal or disguise anything that is improper;
  3. Failing to properly and promptly record all receipts and disbursements of funds;
  4. Making unusual financial arrangements with a Channel Partner or Supplier (such as over-invoicing, over-discounting or under-invoicing) for payments on their behalf to a party not related to a given transaction; and
  5. Using the Company’s Market Development Funds ("MDF") to reimburse Channel Partners or Suppliers for any expenses incurred that are not permitted under the guidelines in the Company MDF Guide ("MDF Guide").

B. Requests for expense reimbursements must be approved in accordance with Company policy. Supporting documentation, including original receipts, invoices or other relevant documents, for expense reimbursements must be filed with the expense reports and maintained for a reasonable period of time in accordance with the policy established by the Company’s accounting department. Such documentation must state the following: (i) description of the expenditure; (ii) purpose for which the expenditure is made; (iii) identification of the recipient; (iv) amounts involved; and (v) manner of payment.

C. All petty cash accounts must be maintained in accordance with strict controls to ensure their use is limited to proper purposes and that each use is appropriately documented. No undisclosed or unrecorded Company funds may be established for any purpose. Any amounts paid from such accounts should be properly supported as described above, and accurately recorded and reflected in the accounting records.

D. You must also comply with the Company’s record retention procedures. Company records include booking information, payroll, timecards, travel and expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of our business. When in doubt regarding retention of any record, an employee must not discard or alter the record in question and should seek guidance from the Company’s General Counsel.

3. Areas of focus

Sections 3.1-3.6 of this Policy outline compliance obligations relating to (i) due diligence of third parties; (ii) discounts, rebates, and other incentives, including MDF; (iii) gifts, travel and entertainment expenses; and (iv) political and charitable donations. Control over these procedures is jointly held by the Company’s sales and marketing employees and the Finance Department. The Company’s sales and marketing employees hold primary responsibility for ensuring compliance with these rules and procedures. The Company’s Finance Department must also ensure compliance with the rules and procedures when reviewing, approving, recording, or documenting any relevant payments, expenses, agreements, or other documentation.

3.1. Channel Partners and Suppliers

A. The FCPA’s anti-bribery provisions prohibit not only direct corrupt payments to a Public Official, but also indirect payments made through third parties. The Company must be extremely vigilant when engaging third parties and actively monitor relationships to ensure that the third parties will conduct business in an ethical manner and will adhere to the principles underlying this Policy and all relevant anti-corruption laws and regulations. Perhaps the primary risk is that a Channel Partner or Supplier may engage in conduct that is prohibited under this Policy, including the making of a prohibited payment. Doing so can create a risk to the Company as well as to any employee who knows of or should reasonably suspect the prohibited nature of the activity. It is therefore critical that the Company conduct properly documented, risk-based due diligence of all Channel Partners and Suppliers engaged in connection with sales on behalf of the Company or who otherwise represent the Company before Public Officials. The following procedures apply:

B. Pre-Engagement Due Diligence of Third Partners

1. Before entering into a formal business relationship with a Channel Partner or a Supplier who will be engaged to represent the Company in connection with sales or otherwise before Public Officials, the Company must evaluate such prospective third party using the guidelines attached as Annex B and the due diligence questionnaire attached as Annex C to this Policy, and complete the Compliance Review/Authorization form attached as Annex A to this Policy.

2. When complete, the resulting due diligence file and materials must be sent to the Compliance Officer. The Compliance Officer will review the due diligence materials and, if satisfied with the results and if it concludes that an agreement with the proposed third party would be consistent with the policies and procedures in this Policy, the Compliance Officer will indicate approval by signing where indicated at the end of the Compliance Review/Authorization form. The Company may not employ a third party that has not been approved through the applicable due diligence process by the Compliance Officer.

3. The specific due diligence activities that Company personnel are required to undertake with respect to such prospective third parties will vary depending upon the individual transaction and the risk profile of the third party (e.g., country of incorporation, country of operation, prior business relationship, etc.) In higher risk situations, enhanced due diligence may be required.

C. Formal Engagement of Third Parties

1. All contracts with Channel Partners and Suppliers should contain appropriate contractual provisions mandating compliance with anti-corruption and anti-bribery laws in substantially the form attached as Annex D to this Policy, with such changes as the Legal Department may approve.

2. Upon the initiation of the engagement, and annually thereafter, each Channel Partner or Supplier must complete the Compliance Certification attached as Annex E.

3. Written agreements should require detailed reports or invoices from the third party describing the services rendered. Cursory descriptions such as "consulting services" are not sufficient.

4. All fees and expenses paid to Channel Partners and Suppliers must constitute justifiable and proportionate remuneration, which is commercially reasonable under the circumstances, for legitimate services rendered by the Channel Partner or Supplier, including, but not limited to, any fees and expenses reimbursed from MDF.

5. All payments, credits or other amounts owed or due to or from the Channel Partner must be reflected in the invoices, credit memos and banking records and ledgers maintained by the Company’s finance and accounting departments.

6. Payments to and from Channel Partners and Suppliers must be made through a check or bank transfer. As a standard matter, no cash transfers are allowed. Any exceptions require pre-approval by the Finance Department and must be reported to the Compliance Officer.

7. Payments must be made by or to the Channel Partner and Supplier and not by or to any other person or entity. Payments to a Channel Partner or Supplier in a country other than one in which the services or transactions are provided may indicate possible corruption, and requests to make such "offshore" payments should be treated as red flags, warranting further investigation.

D. Post-Engagement Monitoring of Third Parties

1 While pre-engagement due diligence is critical, it is equally important to conduct periodic risk-based monitoring of Channel Partners and Suppliers on an ongoing basis. The Company’s efforts could include the following:

i. Requesting annual execution of the Compliance Certification attached as Annex E to this Policy;

ii. Providing periodic anti-corruption compliance training to Partners and Suppliers;

iii. Updating diligence periodically as a condition to renewing a third-party relationship;

iv. Adjusting the degree of scrutiny as market conditions change and problematic activities are detected; or

v. Exercising audit rights where appropriate.

E. Due Diligence Documentation and Recordkeeping

1 The Company must maintain a complete and thorough due diligence file on third parties, including a report summarizing the Company’s due diligence efforts, the resolution of any red flags raised during the due diligence process, and a list of Company personnel or counsel who performed specific due diligence activities.

3.2. Market Development Funds

The Company provides MDF to qualified Channel Partners to subsidize the costs for marketing and sales initiatives and activities that drive demand for Company products, solutions, and services. Because Channel Partners are responsible for managing these funds, Company employees have an obligation to ensure that these funds are not used for improper purposes and to prevent the creation of off-the-books funds.

All marketing and sales activities and initiatives are subject to a formal approval process, must be submitted through the Company’s MDF Tool (as defined in the MDF Guide), and must comply with the guidelines set forth in the MDF Guide. The guidelines in the MDF Guide have been developed to ensure that all expenditures by Channel Partners reimbursed through MDF are preapproved, adequately supported with receipts and other documentation, and that the expenses incurred are for legitimate business purposes (such as training or product demonstration) pursuant to this and other Company policies and are otherwise reasonable.

Channel Partners are required to certify on an annual basis that they are not using MDF in a manner that violates this Policy or any other applicable Company policies governing expenditures for marketing activities, and that the use of MDF comports with the Anti-Corruption Laws and is otherwise reasonable.

The Company must maintain accurate books and records for all MDF expenditures, including any required documentation such as program descriptions, proof of performance, and proof of cost.

3.3. Discounts and Rebates

A. The Company frequently discounts the price of its products and services and provides rebates and other incentives as part of the sales process.

B. A significant, non-standard discount, rebate, or other incentive is a common red flag indicating possible corruption. For example, a significant, non-standard discount can be used to:

1 Create a fund held by a Channel Partner, Supplier, customer, or third party for purposes other than as reflected on the transaction documents provided to the Company. For example, increasing the discount or rebate on a transaction to create an undisclosed or "off the books" budget or pool to be used for marketing, travel or entertainment is prohibited;

2. Fund Gifts, Travel and Entertainment or bribes;

3. Compensate undisclosed third parties; or

4. In any manner other than as described in any documentation requesting approval of the discount, rebate or incentive.

C. Therefore, any significant non-standard discount, rebate, or other incentive should be discussed with the Compliance Officer.

D. Company employees are prohibited from offering or authorizing discounts, rebates, or other incentives to any Channel Partners, Suppliers, customers, or other third parties if the discount, rebate, or incentive will be used in any manner outlined in 3.3B.

E. Agreements with Company Channel Partners, Suppliers, customers, and other relevant third parties must contain contractual provisions stating that any assets or funds paid to or entrusted with them, such as non-standard discounts, rebates, MDF, or other incentives can only be used for the specific purpose authorized or intended.

F. If you have any questions or require guidance in any contemplated situation involving discounts, rebates, or other incentives, contact the Compliance Officer.

3.4. Gifts, Travel, and Entertainment

In general, anti-corruption laws are not intended to prohibit reasonable business-related gifts, travel, or entertainment. However, gifts, travel, and entertainment also present the risk of bribery or the appearance of bribery. This is particularly true with Public Officials. In many cases, Public Officials cannot accept any gifts, travel, or entertainment no matter how small in value. For these reasons, the Company has developed guidelines for acceptable levels of gifts, travel, and entertainment (subject to any lower limits imposed by applicable laws or customer policies) and when prior approval in advance is necessary.

A. Gifts

1. "Gifts" include anything of value, such as merchandise, goods, wine, spirits, food, vacations, trips and tickets to sporting events, concerts, shows, entertainment or similar events, which are provided free of charge or below market rate. Note that there is a distinction between the "gifting" of tickets for sporting events, etc. and business "hospitality" involving sporting events where a Company representative is in attendance. Please note that a gift certificate, gift card or voucher may be viewed as giving cash.

2. The Company generally discourages the offering, giving and receipt of gifts. Company-branded items that carry a nominal or small value (e.g., coffee mugs, t-shirts, pens, etc.) are permissible gifts.

3. In certain circumstances, however, it may be appropriate to give or accept gifts consistent with local custom or as a matter of courtesy. It is important to understand that gifts can constitute bribes. Therefore, the Company must ensure that the offering, solicitation and receipt of gifts does not give rise to even an appearance of bribery, corruption or improper conduct.

4. All gifts offered by the Company must be:

i. Permissible under local law and the Anti-Corruption Laws (both with regards to giving and receiving the gift);

ii. Permissible under policies of the individual or entity giving and receiving the gift. Note that the acceptance of a gift by the person receiving the gift may also be prohibited under local laws or the rules of that person’s employer;

iii. A reasonable and bona fide expenditure directly related to the legitimate conduct of the Company’s business, such as promoting the Company’s products and services, executing a contract, or cooperating on industry matters;

iv. Reasonable in value given the context and must not appear lavish or extravagant;

v. Offered and accepted in a transparent manner and not solicited;

vi. Not intended to create any feeling of obligation on the part of the recipient or otherwise influence the recipient in an improper manner (any gifts offered during an ongoing tender process will not be considered to be in accordance with this principle);

vii. Not in cash or cash equivalents (such as gift vouchers, gift certificates, or gift cards);

viii. Given in the name of the Company and not in the personal name of a Company employee;

ix. Fully documented and supported by original receipts; and

x. Accurately recorded in the Company’s books and records.

5. Company employees must not request gifts. Where gifts are offered, they may only be accepted in accordance with Company policy. If a gift to a Company employee is of more than a nominal or small value, it must be disclosed to the individual’s supervisor or the Compliance Officer. Please see the Code of Conduct regarding Company employees’ receipt of gifts.

B.Travel and Entertainment

1. "Travel and Entertainment" includes invitations to sporting, entertainment or similar events, meals, and related travel and accommodation costs. Although Travel and Entertainment for third parties and customers may be appropriate in certain contexts (e.g., for a site visit that forms an essential part of implementation of a project or to provide training in relation to a particular project), this may be a violation of the law if it is excessive, unreasonable, or lacks a valid business purpose. You must be certain that the offering and receipt of Travel and Entertainment does not give rise to even an appearance of impropriety.

2. Travel and Entertainment for a Public Official must be approved in advance by the Compliance Officer. That, and all other Entertainment and Travel offered by the Company to customers, Channel Partners, Suppliers or other third parties must be:

i. Permissible under local law and the Anti-Corruption Laws (both with regard to offering and receiving the Entertainment and Travel);

ii. Permissible under policies of the entity offering or receiving the Entertainment and Travel;

iii. Reasonable in value given the context and not appear lavish or extravagant;

iv. Offered and accepted in a transparent manner and not solicited;

v. Not intended to create any feeling of obligation on the part of the recipient or otherwise influence the recipient in an improper manner (special consideration needs to be given to Entertainment and Travel during an ongoing tender process);

vi. To facilitate a genuine business meeting or demonstration of Company products or services;

vii. Fully documented and supported by original receipts; and

viii. Accurately recorded in the Company’s books and records.

3. The following are indications that Entertainment or Travel may not be reasonable:

i. Location is not a Company facility or a facility using Company products;

ii. Bringing a spouse or family member;

iii. Side trips and unnecessary stops;

iv. Too many people in attendance;

v. Too many locations;

vi. Too many visits in one year;

vii. First class airfare;

viii. Luxury hotel suites;

ix. No meeting agenda or vague topics; or

x. There are no Company employees attending the Entertainment or Travel.

C. From time to time, the Company invites customers and others to sporting events the Company sponsors (e.g., Formula 1 events) where the Company is demonstrating its products and services. This category of Travel and Entertainment is permissible under this Policy.

D. Employees may not engage in repeated acts of Gifts, Travel, and Entertainment with the same recipient such that the total benefit to the recipient is inappropriate or excessive.

E. Company employees cannot agree with third parties to provide Gifts, Travel, and/or Entertainment to other parties in order to circumvent Company policies or these approval processes.

F. If you have any questions or require guidance in any contemplated situation involving Gifts, Travel, and/or Entertainment, you must contact the Company’s Compliance Officer.

3.5. Political Donations and Lobbying

A. Company policy prohibits political donations by or on behalf of the Company, either directly or indirectly. This includes donations to political candidates, political parties or party officials, including sponsorships. In many cases, such donations may be illegal and can result in criminal or civil liability for the person making the donation and/or for the Company.

3.6. Charitable Donations and Sponsorships

A. The Company supports the giving of charitable gifts and donations. However, the Company must ensure that such requests are not a form of bribery or corruption. You may not make any charitable gifts or donations to obtain any business, a particular deal, or with the intent of improperly receiving favorable treatment from any party.

B. Any donation or charitable event sponsorship that the Company is requested to make by a customer, Channel Partner, Supplier, or other third party must be pre-approved by the Compliance Officer.

C. All donations are to be made transparently and never in a situation that may give rise to a feeling of obligation on the part of a business partner of the Company or that otherwise creates the impression of an intent to improperly influence a Company business partner.

D. Nothing in this Policy prevents employees from making charitable donations in a personal capacity, but employees should also consider whether the charitable donation may create an appearance of impropriety.

4. Training and communication

The Company will provide regular anti-corruption training to directors, officers and employees. When necessary, specialized training will be provided to directors, officers and/or employees with significant compliance responsibilities or in high-risk functions. It is the obligation of all Company directors, officers and employees to complete the training assigned to them relating to this Policy.

The Company’s Policy and zero-tolerance attitude must be clearly communicated to all Channel Partners, Suppliers, and other third parties at the outset of business relations, and as appropriate thereafter. The Company may also provide periodic anti-corruption compliance training to third parties.

5. Monitoring and auditing

The Company’s Compliance Officer is responsible for monitoring the effectiveness of this Policy and will review the implementation of it on a regular basis. The Compliance Officer will assess its suitability, adequacy, and effectiveness.

The Company will periodically audit and monitor compliance with this Policy. Reports regarding compliance will be provided periodically to the Company’s Board of Directors and to appropriate senior executives.

6. Employee responsibilities

Company directors, officers and employees will be asked to certify annually that they have read this Policy and are in compliance with its provisions, using the form attached to this Policy as Annex F.

Company managers have certain additional responsibilities in the area of anti-corruption compliance, including leading by example, promoting a positive ethical environment, and encouraging open communication.

7. Questions, concerns and reporting requirements

Any questions about any part of this Policy should be directed to the Company’s Compliance Officer. If any director, officer or employee has reason to believe that a violation of this Policy has occurred (or will occur), it is their duty to report it immediately. Violations may be reported to the Compliance Officer or the Legal Department. The required report may also be made anonymously through the Whistleblower Hotline.


The Company strictly prohibits any discrimination, retaliation or harassment against any person who reports a concern or who participates in any investigation of a concern. Any complaint that discrimination, retaliation or harassment has occurred will be promptly and thoroughly investigated. If it is found that there actually was discrimination, retaliation or harassment against any Company employee because he or she reported a concern or cooperated in an investigation, then appropriate disciplinary action will be taken, up to and including termination of the person responsible for the discrimination, retaliation or harassment. Communication of all questions or concerns about this or any other Company policy are encouraged.

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