ANTI-CORRUPTION COMPLIANCE POLICY

I. Introduction

ENVEA (“ENVEA” or the “Group”) is committed to conducting all aspects of its business in keeping with the highest legal and ethical standards and expects all employees and other persons acting on its behalf to uphold this commitment. In accordance with this commitment, ENVEA has adopted this Anti-Corruption Compliance Policy (the “Policy”), which is applicable to all directors, officers, employees, agents, representatives and other associated persons of ENVEA (collectively “Group Personnel”). This Policy prohibits all improper payments or benefits in any form within our business and applies in addition to any business-unit specific policies that are in place.

Group Personnel who violate this Policy may be subject to appropriate and proportionate disciplinary action, up to and including termination. Any Group Personnel who have any questions concerning the requirements of this Policy should consult with the Designated Officer.[1]

[1] A complete list of Designated Officers and corresponding responsibilities is included in Appendix A of the Envea Code of Conduct.

  1. Group Personnel shall not be permitted to pay or receive bribes

    Group Personnel must conduct their activities in full compliance with this Policy, and the laws of France, the United Kingdom, the European Union, the United States, and other jurisdictions where ENVEA conducts business, and all potentially applicable anti-corruption laws, including the Sapin II law (“Sapin II”), the UK Bribery Act (“UKBA”), the United States Foreign Corrupt Practices Act (“FCPA”), any applicable European Union directives, and related local laws.

    Under this Policy, Group Personnel are not permitted to give or offer anything of value[1], directly or indirectly, to any party, including any Government Official,[2] for the purpose of improperly obtaining or retaining a business advantage.

    If confronted with a request or demand for an improper payment or other violation of this Policy, the request or demand must be immediately rejected and reported to the Designated Officer. Similarly, if any Group Personnel knows or believes that an improper payment has been or will be made, then such payment must also be reported to the Designated Officer.

  2. Group Personnel may not use personal funds to circumvent the requirements of this Policy.

    All provisions of this Policy, as well as the reporting requirements, apply even if Group Personnel are not seeking reimbursement for the expenses (i.e., paying these expenses out of your own pocket does not avoid these requirements).

  3. Facilitation or “Grease” Payments are prohibited

    This Policy prohibits facilitation, or “grease,” payments (small payments to Government Officials to expedite the performance of routine governmental actions such as obtaining licenses, customs clearance, permits or other needed government documents). In situations where Group Personnel feels that failure to pay a facilitation payment would lead to an imminent threat to their health, safety, or security, this Policy permits the payment of the minimum amount possible in order to secure safe passage. Any requests for a facilitation payment or instances where a payment must be made due to an imminent threat to health, safety, or security must be immediately reported to the Designated Officer.

[1] “Anything of value” should be broadly interpreted to include cash, gifts to family members, forgiveness of a debt, loans, personal favors, meals and entertainment, travel support, political and charitable contributions, business opportunities, medical care, employment and internship opportunities, among other items.

[2] The term “Government Official” includes all officers or employees of a government department, agency or instrumentality; permitting agencies; customs officials; candidates for political office; and officials of public international organizations (e.g., the Red Cross). This term includes officers or employees of government-owned or controlled commercial enterprises such as state-owned or controlled universities, airlines, oil companies, health care facilities or other vendors. The term also includes family members and close associates of such individuals (e.g., it is not permissible to give a lavish gift to the sibling, spouse or child of a government employee if a gift to the individual would be prohibited under this Policy).

  1. Benefits from External Parties

    Group Personnel must not accept or permit any member of his or her immediate family to accept any gifts, gratuities or other favors from any party conducting or seeking to conduct business with ENVEA, other than items less than or equal to the value as stated by this policy (e.g <100€). Any gifts that are greater than this value should be returned immediately and reported to your supervisor. If immediate return is not practical, they should be given to the Group for charitable disposition.

  2. Gifts, Meals, Entertainment & Travel Support for External Parties

    Group Personnel should only provide gifts, meal, entertainment or travel support to external parties for bona fide business reasons or as common business courtesies and never in a manner that is intended to, or could reasonably be perceived as intended to influence the recipient with respect to business with the Group. See Appendix A for specific rules and pre-approval requirements when providing gifts, meals, entertainment and/or travel support to external parties.

  3. Employment/Internships

    On occasion, Government Officials or ENVEA’s business partners may request that ENVEA provides internships or employment to certain individuals. Offering internships or employment to individuals with connections to Government Officials or other individuals connected to ENVEA’s business may be viewed as providing an item of value, even if unpaid.

    If a candidate is interviewed for an internship or employment within the ordinary course of filling a position, the Designated Officer must be notified of the candidate’s relationship to a Government Official or ENVEA’s business partner. If a candidate related to a Government Official or ENVEA business partner is interviewed outside of the ordinary course of filling a position, any internship or employment offer must be pre-approved in writing by the Designated Officer.

  4. Political and Charitable Donations

    ENVEA does not generally make political donations, however from time to time, ENVEA may make charitable or social contributions. Any such contributions by ENVEA or on ENVEA’s behalf must be pre-approved in writing by the Designated Officer. Such contributions must be permitted under the law, permissible pursuant to the terms of this Policy, and made to a bona fide organization.

    Group Personnel may not make political or charitable donations, whether in their own name or in the name of ENVEA, to obtain or retain business or to gain an improper business advantage, or that could be reasonably perceived to be intended to obtain or retain an improper business advantage.

    The Designated Officer must be notified if a Government Official solicits a political or charitable contribution in connection with any government action related to ENVEA or its affiliates.

ENVEA could be held liable for the actions of third parties acting on its behalf. Therefore, Group Personnel who interact with third parties are responsible for taking reasonable precautions to ensure that the third parties conduct business ethically and comply with this Policy,the ENVEA Third Party Diligence Policy, and applicable laws.

  1. Red Flags

    When retaining and overseeing third parties, Group Personnel must remain vigilant of potential red flags. Although a red flag does not mean that something illegal has happened, it should alert that there is a high possibility of improper conduct, and that further investigation is necessary. Some examples of red flags are:

    • Unusual or excessive payment requests;
    • Requests for payments to an account in a country other than where the third party is located or is working on behalf of the Group;
    • Requests for payment to another third party, to a numbered account, or in cash or other untraceable funds;
    • Requests for or suggestions to make political or charitable contributions;
    • The third party is related to a Government Official or has a close personal or business relationship with a Government Official;
    • Any refusal or hesitancy by the third party to disclose its owners, partners or principals;
    • The third party uses holding companies or other methods to obscure its ownership, without adequate business justification;
    • The third party expresses a desire to keep his representation of the Group or the terms of his retention secret; or
    • The third party has little experience in the industry but claims to “know the right people.”

    If Group Personnel have reason to suspect that a third party is engaging in potentially improper conduct, they should report their concerns to the Designated Officer, immediately.

All expenditures made by ENVEA must be accurately reflected in ENVEA’s financial records and all payments made with ENVEA funds, or on behalf of ENVEA, must be properly authorized.  False or artificial entries are not to be made in ENVEA’s books and records for any reason.  Finally, personal funds must not be used to accomplish what is otherwise prohibited by this Policy.

The Designated Officer is primarily responsible for the oversight and enforcement of this Policy.  ENVEA will conduct periodic audits of Group books and records to monitor compliance with this Policy.

All Group Personnel shall receive and review a copy of this Policy. ENVEA will provide periodic risk-based training programs or modules to educate Group Personnel about the requirements and obligations of anti-corruption laws and this Policy. Group Personnel must participate in this training when required and the Designated Officer will retain attendance and/or completion records establishing compliance with this requirement.

Group Personnel must report misconduct or suspicion of misconduct. Guidance on reporting misconduct is provided in the ENVEA Speak Up Policy.

Policy
All gifts, meals, entertainment, and travel support for external parties that does not meet the below requirements must be pre-approved in advance by the Designated Officer.[1]
Gifts
  • Gift not offered as a means of influencing recipient’s business decision.
  • The gift is permitted under both local law and the guidelines of the recipient’s employer;
  • The gift is presented openly with complete transparency and is recorded in ENVEA’s accounts;
  • The gift is provided as a token of esteem, courtesy or in return for hospitality and comports with local custom;
  • The gift does not involve cash or cash equivalent gifts (e.g., gift cards, store cards or gambling chips);
  • The item offered and the sum of all other items offered to the individual or entity during the calendar year cost less than Country-Specific Gift & Meal Limit (see Appendix B).
  • The value of the gift, in light of the nature of the recipient and the location in which it is given, is consistent with a business courtesy and not an improper inducement.
Meals & Entertainment
  • Meal/entertainment not offered as a means of influencing recipient’s business decision.
  • The expenses are bona fide and related to a legitimate business purpose[2] and the events involved are attended by appropriate Group representatives;
  • The meal or entertainment is permitted by the rules of the recipient’s employer (if applicable) and under local law;
  • The cost per person[3] is less than the Country-Specific Gift & Meal Limit (see Appendix B).
  • The value of the meal, in light of the nature of the recipient and the location in which it is given, is consistent with a business courtesy and not an improper inducement
  • Recipients do not include the friends or family members of Government Officials.

For all such expenses, the reimbursement request must identify the total number of all attendees and their names, employer, and titles, and be supported by receipts, a description of the business purpose, and a record of any required approvals. Any meals or entertainment provided to external parties where Group Personnel are not in attendance shall be considered gifts.
Travel Support
  • Travel support not offered as a means of influencing recipient’s business decision.
  • The expenses are bona fide and related to a legitimate business purpose[4] and the events that the travel and/or accommodations are in support of are attended by appropriate Group representatives;
  • Support is permitted under local law and the rules of the recipient’s employer;
  • The duration of the trip is the shortest possible to satisfy the legitimate business purpose;[5]
  • The routing of travel is as direct as reasonably possible with no unnecessary stopovers.
  • Any air tickets shall be provided in Economy/Coach Class.
  • Lodging is booked for single occupancy rooms at business-appropriate hotels.
  • The recipient is not a government official or a family member of a government official.
  • No per diem allowances are provided for external parties except in exceptional circumstances and subject to approval by the Designated Officer.
  • Payments for travel services must be made directly by ENVEA to the provider of the service.

For all such expenses, the reimbursement request must identify the name, employer, title of each traveler, and be supported by receipts, a description of the business purpose, and a record of any required approvals.

[1] In the event that a meal or entertainment unexpectedly exceeds the applicable limit, it must be reported to the Designated Officer as soon as possible.

[2] The expenses must be ordinary, reasonable, and necessary to conduct business. Meetings and functions where business is discussed are considered reasonable, while entertainment that is unrelated to business would not be considered necessary or reasonable.

[3] Sequential events should be treated as a single event for purposes of this Policy. For example, a round of drinks followed by dinner should be treated as a single event and should collectively be under the applicable meal limit.

[4] The expenses must be ordinary, reasonable, and necessary to conduct business. Meetings and functions where business is discussed are considered reasonable, while entertainment that is unrelated to business would not be considered necessary or reasonable.

[5] Generally, business obligations requiring travel should be scheduled in the most efficient manner reasonably possible under the circumstances. Travelers should not arrive more than one day prior to the commencement of business meetings/obligations and should not depart more than one day following their conclusion unless no other reasonable travel arrangements exist.

European Union Countries 100 EUR
United Kingdom 85 GBP
United States 110 USD
Switzerland 100 CHF
Norway 1000 NOK
Canada 150 CAD
United Arab Emirates 450 AED
Australia 150 AUD
Japan 15000 JPY
China 600 CNY
Hong Kong 1000 HKD
Singapore 150 SGD
South Korea 140000 KRW
All Other Countries Local Currency Equivalent of 75 EUR at Current Exchange
Rate

A senior official of a public telecommunications Group is responsible for awarding a public tender for fiber optic cables.  The third party sales agent engaged by ENVEA in connection with the tender has suggested that an official will receive a commission from the winning bidder.  What should you do?

In the first instance you should speak to your supervisor and/or the Designated Officer.  Providing this type of benefit to the public official would be in breach of the Policy and, potentially, French law, the FCPA, and the UK Bribery Act.  The potential penalty for doing this is an unlimited fine or imprisonment.

A supplier gives you a bottle of wine as a gift.  When you open it, you realise that it is a bottle of very expensive wine.  What should you do?

As this gift is more than nominal you should thank the giver but explain that you are not permitted to accept it.  If you have accepted the gift before realising its value, then you should either return the wine or, if that is impossible to do in an appropriate manner, gift it to the Group in order that it can give it to charity.  In all cases you must inform your supervisor.

A subcontractor who purchases equipment for a telecom network provider’s project from ENVEA tells you that it has been hosting expensive meals and giving gifts to the network’s representatives to try to get ENVEA selected as the preferred supplier of equipment for the network.  Is this permitted?

This is not, on the face of it, prohibited.  However, the giving of expensive meals and gifts are red flags that the third-party agent may not be acting in compliance with the Policy.  In this case further diligence is warranted.  Your role is to immediately inform the Designated Officer about your concerns who will instruct you as to what further steps should be taken.

You are involved in applying for a supply contract with the U.S. Government.  The public official running the tendering process indicates to you that he has seen a competitor’s bid and that he would like to go to an upcoming Rugby World Cup game in Paris.  Can you take him to the match?  What should you do?

Given this individual’s role in a current tendering process, this kind of entertainment would not be permissible under the policy and may breach applicable anti-corruption laws.  You should refuse the request and inform your supervisor or the Designated Officer.