AGRU America, Inc. is committed to honest and ethical conduct and compliance with applicable laws, rules and regulations as well as best corporate practices. This Anti-Bribery and Anti-Corruption Policy of AGRU America, Inc. (the “Policy”) supplements the Company’s Business Conduct and Ethics and is designed to ensure compliance with the US Foreign Corrupt Practices Act of 1977 (the “FCPA”), the Criminal Code as well as any local anti-bribery or anti-corruption laws where AGRU America, Inc. operates.
This Policy applies to AGRU America, Inc., its subsidiaries and affiliates (collectively, “AGRU” or the “Company”), and each of their respective officers, directors and employees, and sets out the standards which AGRU expects its consultants, contractors, and agents to meet when acting on behalf of the Company.
AGRU takes a zero-tolerance approach to bribery and corruption. All Company personnel are expected to conduct business legally and ethically, in accordance with best practices. As a general principle, AGRU and its representatives shall not transfer or offer to transfer any type of benefit for the purpose of influencing a public official to misuse his or her power or influence.
1. Purpose and Application of this Policy
The purpose of this Policy is to establish the obligations of AGRU, and of those working on behalf of the Company, in observing and upholding its position on bribery and corruption, and to provide guidance on how to recognize and deal with bribery and corruption issues.
As the CFPOA and the FCPA have extraterritorial application, AGRU, along with its directors, officers and employees will be bound by these laws in relation to conduct in all countries in which they operate.
This Policy is not intended to supplant the CFPOA, the FCPA, the Criminal Code or any applicable laws.
2. Compliance Requirements
Prohibited Activities – No director, officer, employee, agent, contractor or consultant of AGRU (each being referred to herein as a “Company Representative”) shall, directly or indirectly give, offer or agree to give or offer a payment, loan, reward, advantage or benefit of any kind to a public official or to any person for the benefit of a public official: (a) as consideration for an act or omission by the official in connection with the performance of his duties; or (b) to induce the official to use his position to influence any acts or decisions of the government for which the official performs his duties.
A “public official” includes any person who holds a legislative, administrative or judicial position of a state; a person who performs public duties or functions for a state, including a person employed by a board, commission, corporation or other body or authority that is established to perform a duty or function on behalf of a state, or is performing such a duty or function; and an official or agent of a public international organization that is formed by two or more states or governments, or by two or more such public international organizations. A “state” means any country, and includes any political subdivision of that country (such as a province or territory); the government, and any department, or branch of that country or of a political subdivision of that country; or any agency of that country or of a political sub- division of that country.
Bribes given through an agent or received by a party other than a public official are still prohibited if the ultimate goal is to influence a public official by conferring a benefit. Any question about whether someone who a public official is should be directed to the Company’s Legal Department (as defined herein). Company Representatives may not make or authorize cash or cash equivalent (e.g., cheque) reimbursements or payments of any kind to individual public officials without prior written authorization from the Company’s Legal Department.
No Facilitation Payments: The Company does not make “facilitation payments” or “kickbacks” of any kind, regardless of whether such payments are permitted under applicable law.
Facilitation payments are typically small, unofficial payments made to secure or expedite a routine government action by a government official (such as the issuance of permits, licenses, processing visas or work permits, provision of mail pick-up and delivery etc.). Kickbacks are typically payments made in return for a business favor or advantage and can include discounts or other types of cash incentives.
All Company Representatives must avoid any activity that might lead to, or suggest, that a facilitation payment or kickback will be made by, on behalf of, or otherwise in connection with the business of or for the benefit of the Company.
If asked to make a payment on the Company’s behalf, always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. Always obtain a receipt which details the reason for the payment and evidence that the payment went directly to the appropriate payee who provided the goods or services. Any suspicions, concerns or queries regarding payment should be raised with the Company’s Legal Department.
Exception for Personal Safety: The Company is engaged in conducting business in jurisdictions where personal safety may not be guaranteed by local authorities. The Company recognizes that demands for bribes to be paid may be accompanied by threats to personal safety. These should be rare, however, anyone subjected to an immediate threat to personal safety may put their personal well-being first even if this means that you make a payment that would contravene this policy. However, all affected persons must immediately report all of the circumstances of the threat and the payment to the Legal Department.
Reimbursement of Travel Expenses: If any Company Representative proposes to reimburse the bona fide and reasonable travel and lodging expenses of a public official, such Company Representative shall document such proposed reimbursement and shall consult with the Legal Department to determine the propriety of any such proposed reimbursement and obtain the Legal Department’s prior written authorization before making any offer to such Public Official. In any such case, the amount and purpose of such reimbursement must be reasonable and must relate directly to either: (a) the promotion, demonstration, or explanation of the Company’s products, services or operations with a government, government agency, or government-owned or government-controlled enterprise; or (b) the execution or performance of a contract with a state or related organization.
The Company will pay these travel and lodging expenses directly, if possible, rather than reimburse the public official, and it is advisable to notify the public official’s employer that such expenses will be paid by the Company.
Gifts and Hospitality: This Policy does not prohibit normal, appropriate and modest hospitality to or from third parties. These customary courtesies are designed to build goodwill among business partners. However, public officials are often restricted in the benefits they can accept for performing their duties, including non-cash benefits such as travel, meals and entertainment. The practice of giving business gifts and taking part in corporate hospitality or undertaking speaking engagements varies between countries, regions and industries.
The test to be applied is whether in all the circumstances the gift or hospitality is reasonable and justifiable (both from the perspective of the provider and recipient) rather than lavish and extraordinary; bearing in mind that what may normally be viewed as small or insignificant in some countries can be of significant value in another. The intention behind the gift should always be considered and nothing should be explicitly or implicitly expected or demanded in return.
The giving of gifts and corporate hospitality or entertainment is not prohibited, if the following requirements are met:
- It is done in the normal course of the Company’s business and without the intention of, or without a reasonable prospect of, influencing a public official to obtain or retain an improper business advantage, or to reward the provision or retention of an improper business advantage, or in explicit or implicit exchange for favors or benefits;
- It complies with United States and applicable local law;
- It does not include cash or a cash equivalent;
- It must be properly recorded and disclosed, and not paid personally to avoid any approval or disclosure requirements;
- Taking into account the reason for the gift or hospitality, it is of an appropriate type and value in the applicable country/region and given at an appropriate time;
- It is given openly and in the Company’s name, not secretly;
- It is not given or received frequently between the same individuals; and
- Gifts or hospitality should not be offered to public officials or government representatives, or politicians or political parties, without the prior approval of the Chief Executive Officer or the Legal Department.
Community Funding: Government officials or their representatives may request or expect funding for consideration or approval of regulatory matters involving the Company. The Company may be given opportunities to financially support development initiatives of communities in proximity to its projects or make charitable contributions. Although it may be customary to do so, no Company Representative may make or commit to such funding, contributions or payments to public officials on behalf of the Company without the prior approval of the Company’s Legal Department. In each of these scenarios, such payments or contributions may be prohibited under applicable laws and, accordingly, in order to avoid involvement in improper conduct, it is critically important that the Company be diligent in confirming details of the nature of the payment in question, including with respect to who the intended beneficiaries of the contribution in question are, and how they will benefit.
Political Contributions: No Company Representatives should make any contribution or provide any financial support to any political party or candidate on behalf of AGRU, except as may be pre-approved by the Company’s Chief Executive Officer. No Political Contributions may be used as a subterfuge for bribery.
In undertaking any political activity that is not authorized by this policy or other policies of the Company, all Company Representatives will be deemed to be acting in their personal capacity or that of their own corporate organization and not on behalf of the Company.
Record Keeping: All accounts, invoices, memoranda and other documents and records relating to dealings with third parties must be prepared and maintained with strict accuracy and completeness. Company Representatives must ensure that all expense reports relating to hospitality, gifts or expenses incurred to third parties are submitted in accordance with the relevant Company policies and that the reasons for the expenditures are specifically recorded. No accounts or transactions must be kept “off- book” to facilitate or conceal improper payments. Recording of such payments in any way which would conceal their true nature constitutes a violation of this Policy and applicable laws.
3. Penalties for Non-Compliance
Individuals who fail to comply with this Policy may face severe consequences which could include internal disciplinary action or termination of employment or service arrangements without notice. If it appears that any Company Representative may have violated the CFPOA, FCPA, the Criminal Code or other similar laws, then the Company may refer the matter to the appropriate regulatory authorities, which could lead to penalties, fines or imprisonment for AGRU and/or the responsible person.
The Company may be held liable where any of its employees, agents, contractors or other representatives has engaged in bribes or other forms of corruption or misconduct, whether known or not by senior management. Companies charged under the CFPOA may also be charged under the Criminal Code with fraud, secret commissions and conspiracy, and may be subject to significant fines, negative effects on its share price and material damage to its reputation. A convicted company may also be ordered to forfeit all proceeds obtained from an act of bribery.
4. Policy Implementation and Oversight
The Company’s Legal & Compliance Manager (the “Legal Department”) has primary responsibility for overseeing the implementation of this Policy, and for monitoring its suitability, adequacy and effectiveness. Where appropriate the Legal Department may consult with other officers of the Company prior to making determinations in relation to this Policy. Management at all levels is responsible for ensuring that those reporting to them are made aware of, understand and comply this, Policy.
The Company shall continue to develop, implement, monitor and maintain a system of internal controls to facilitate and assess compliance with this Policy by its employees, agents, contractors and consultants. These systems shall include the following elements:
- Internal audits will be conducted periodically to assess whether this Policy is effective in (i) increasing awareness among Company Representatives of bribery and corruption issues, and the significance thereof; (ii) systematically reducing the risk of occurrence of bribery and corruption related incidents involving the Company; (iii) establishing appropriate written records to evidence that reasonable care and diligence have been taken to ensure compliance in these areas.
- Internal audits will be conducted periodically in order to monitor instances of non-compliance by Company Representatives, with appropriate follow-up action as warranted.
- The Company shall conduct an anti-bribery risk review of projects or proposals involving business in new jurisdictions. The level of due diligence conducted should be consistent with the level of risk to be managed and must include an assessment of the prevalence of bribery, corruption and other unacceptable behavior in such new market.
- Appropriate care must be used to select business partners, agents, employees, etc. who will represent the business in compliance with this Policy. The Company will conduct pre-screening of overseas agents and business partners in higher-risk countries, including where appropriate by conducting background checks. Due diligence on potential acquisition targets must include consideration of whether the target and its representatives have complied with applicable bribery and corruption legislation. Employment, consultancy, agency and similar agreements entered into by the Company shall require counterparties to acknowledge and agree that they understand, and shall comply with, this Policy.
5. Communication of this Policy
This Policy, along with any updates hereto, will be posted on the Company’s website at agruamerica.com To ensure that all directors, officers, employees, agents, consultants and contractors of AGRU are aware of the Policy, a copy of the Policy will be provided to them and they will be advised that the Policy is available on the website for their review. All directors, officers, employees, agents, consultants and contractors of AGRU will be informed whenever significant changes are made.
Education on this Policy will form part of the orientation or induction process for all new directors, officers, employees, and consultants of AGRU, and shall be communicated to all agents, contractors and business partners at the outset of the business relationship, and as appropriate thereafter. For advice on these communications, please contact the Company’s Legal Department.
6. Reporting Obligations
Reporting All Company Representatives must immediately report any known, suspected or suggested violations of this Policy to the Company’s Legal Department. Additionally, Company Representatives may contact the Company’s Legal Department with a question or concern about the application of this Policy. Any questions or violation reports will be addressed immediately and taken seriously and can be made anonymously. The Legal Department or his/her designee will investigate any reported violations, and, if warranted, will determine an appropriate response, including corrective action and preventative measures. The Legal Department will consult with the Chief Executive Officer or Chief Financial Officer. All reports will be treated confidentially to every extent possible.
The Company’s Legal Department may be contacted as follows:
Email: legal@agruamerica.com | Phone: 843-546-0600