Executive Summary
Purpose
The purpose of this Policy is to assist directors, officers, employees and business partners of Geospectrum Technologies Incorporated (the “Company”) in identifying anti-bribery related issues and in understanding and complying with applicable anti- bribery and anti-corruption standards. This Policy supplements our Code of Conduct and Business Ethics and other related policies and procedures and is meant to provide guidance and to supplement all applicable laws and not supplant them.
Commitment to Best Practices
The Company is committed to conducting its business based upon best practice ethical standards, in accordance with all applicable laws, rules and regulations where the Company conducts business.
Numerous Jurisdictions
The Company and our affiliated companies are active in numerous markets, requiring compliance with the anti-bribery and anti-corruption laws of many jurisdictions. This Policy is intended to always be in compliance with these laws. The applicable jurisdictions include but are not limited to:
Applicable Canadian law, such as the Corruption of Foreign Public Officials Act (CFPOA) and the Criminal Code of Canada (the “Code”).
The United States Foreign Corrupt Practices Act (FCPA), since our ultimate parent company’s shares are publicly traded on the Nasdaq National Market in the U.S.
Other anti-bribery laws throughout the world applicable in the countries in which we conduct business.
Zero Tolerance
The Company has zero tolerance for bribery or corrupt practices. In addition to the need to follow the law, our rejection of bribery and corruption has important business benefits, including maintaining our corporate reputation and retaining the confidence of our customers and third parties with whom we do business.
Failure to Comply
Failure to comply with this Policy may result in significant civil and criminal penalties against the Company and the individuals involved and is grounds for disciplinary action against such individuals, including the potential termination of employment.
Applicability
This Policy applies to all “Covered Persons” as follows:
- All directors, officers, employees (fixed-term, part time or full time), contractors and volunteers of the Company.
- Members of the Board of Directors of the Company.
- Third parties – Third parties who act on our behalf are required to abide by this Policy. Consistent with Section 5 “Third Parties” below, compliance with anti-bribery and anti-corruption laws will be reflected in Company agreements with consultants and representatives, and as part of our Supplier Code of Conduct, subcontractors and suppliers are required to comply with applicable anti-bribery and anti corruption laws and regulations.
Available on our Website
This Policy, our Code of Conduct and Business Ethics and our Supplier Code of Conduct each can be found on our website geospectrum.ca and are also available upon request.
Questions
Any questions about this Policy should be addressed to the Company’s legal counsel or the Compliance Officer.
Implementation
The Compliance Officer is responsible for implementation of this Policy in the Company.
1. General
1.1 Guiding Principles
The following principles form the basis of this Company Policy:
- Covered Persons will not engage in bribery or corrupt practices.
- Covered Persons will not allow third parties to engage in bribery or corruption on our behalf.
- Covered Persons will not do business with other parties who are engaged in bribery or corruption.
- Covered Persons will attempt to avoid situations creating the appearance of impropriety, including with respect to business entertainment, gifts, hiring, sponsorships and donations.
- Covered Persons will maintain accurate books and records.
1.2 General Prohibition on Bribery and Corruption
All Covered Persons are prohibited from engaging directly or indirectly, in bribery or corruption.
1.3 General Definitions
The following concepts are essential to understanding the scope of the prohibition on bribery and corruption. These concepts should be interpreted broadly.
1.3.1 “Bribery”
Bribery is defined in different ways under different jurisdictions. In general, and for the purposes of this Policy, it is the offering, promising, giving or receiving, “directly or indirectly”, “anything of value” to or from any (i) private or public organization; or (ii) individual (including any “Government or Public Official”), in order to derive an improper “business or other advantage” for the Company or for any individual involved. An agreement to commit bribery, even if the bribery does not occur or does not result in the anticipated advantage, is enough to constitute bribery.
1.3.2 “Directly or Indirectly”
You are prohibited from engaging in bribery directly as well as from engaging in it indirectly (such as through a third party intermediary). Covered Persons may not instruct, authorize or allow a third party to make or receive a bribe on their or the Company’s behalf, and may not make a payment or provide a benefit to a third party, or have a third party receive a payment or benefit, knowing or having ought to have known that all or a portion of the payment or benefit may be used for the purpose of bribery.
1.3.3 “Anything of Value”
Anything of value includes not only cash and cash equivalents, but also gifts, entertainment, accommodations, offers of employment and any other benefit of tangible or intangible value.
1.3.4 “Business or Other Advantage”
Business or other advantage includes obtaining or retaining business or gaining any other advantage in connection with the Company’s activities, such as reduction in taxes, tolerance of non-compliance with applicable rules or other favours or preferential treatment. An advantage can be obtained by action or omission.
1.3.5 “Government or Public Official”
References to a Government or Public Official means an individual who:
(1) holds a legislative, administrative, military or judicial position of any kind, whether appointed or elected, in any country, territory or political subdivision;
(2) exercises a public function for or on behalf of any country, territory or political subdivision or for any public agency or enterprise thereof;
(3) is an official or agent of a Public International Organization; or
(4) includes a family member of anyone described in this section.
1.3.6 “Public International Organization”
A Public International Organization means an organization whose members are any of the following:
(1) countries, territories or political subdivisions;
(2) governments, and any department or branch of government, of countries, territories or political subdivision;
(3) an agency of countries, territories or political subdivisions;
(4) other public international organizations; or
(5) a mixture of any of the above.
Examples include the United Nations and the World Bank.
1.3.7 “Corruption”
Corruption may be defined in different ways in different jurisdictions. In general, and for the purposes of this Policy, it is the misuse of public power for private profit, or the misuse of entrusted power for private gain. Corruption is not restricted to monetary or material benefit, but could also include intangible benefits such as status or information.
1.4 Facilitation Payments are Prohibited
Facilitation or “grease” payments are small payments to a low-level Government or Public Official to expedite or secure performance of a routine, non-discretionary governmental action, such as obtaining utility services or clearing customs. Such payments are prohibited under law in various jurisdictions where the Company conducts business and are against this Policy. The only situation where a payment of this nature would be permissible is where there is a credible and immediate threat to the life, limb or liberty of the person being asked to make the payment such that there is no opportunity to report or consult with the Company without substantial physical risk. If such a situation arises, it must be reported to the Legal Department or the Compliance Officer as soon as possible.
1.5 Public or Private Sector
Bribery is illegal whether it takes place in the private or public sector. Covered Persons must ensure that they do not engage in bribery (either giving or receiving) in connection with any of the Company’s dealings or activities involving Government or Public Officials, private or public companies, organizations and/or individuals. While particular care should be taken in dealings or activities involving Government or Public Officials, it is important to remember that private entities and individuals may also be the subject of bribery.
1.6 Record-Keeping and Financial Controls
Covered Persons must help to ensure that Company books and records (which include virtually all forms of business documentation) accurately and fairly reflect, in reasonable detail, all transactions and dispositions of assets. This will be done in accordance with internal Company financial controls and related procedures and policies. No undisclosed, poorly recorded or unrecorded fund or asset may be established or maintained for any purpose and no Covered Persons will participate in falsifying any accounting or other business record. No accounting books or records may be intentionally destroyed earlier than permitted by Company policy and by law.
1.7 Reporting Suspected Violations; Investigations
1.7.1 Reports
Suspected violations of this Policy should be reported to the Managing Director, the Compliance Officer or the Legal Department immediately. Suspected violations can also be openly or anonymously reported pursuant to the whistleblower provision of the Company’s Code of Business Conduct and Ethics, which can be found on the Company’s website referenced above. Nothing in this Policy prevents anyone from reporting any violations under any other legislation or whistleblowing provisions.
1.7.2 Non-Retaliation
Consistent with Company policy, there will be no retaliation or any adverse employment consequence for reporting information in good faith.
1.7.3 Investigations
The Company will investigate each report of a suspected violation and take disciplinary and other measures as may be considered appropriate, including reporting to third parties where required by law. All Covered Persons must respond fully and truthfully to any questions from the Company’s internal or independent auditors or other internal investigative functions as well as fully cooperate with any external investigating authorities.
1.8 Awareness and Training
The Company engages in various means of communication and training to make Covered Persons aware of this Policy and of anti-bribery and anti-corruption risks. All Covered Persons will be provided training regarding anti-bribery, anti-corruption and ethics upon their joining the Company, as well as periodic follow-up training.
1.9 Mergers and Acquisitions
Since the Company can be held accountable for actions of companies and business lines we acquire, including for acts occurring prior to the acquisition, we conduct anti-bribery and anti-corruption due diligence both prior to and following an acquisition. Upon being acquired by the Company, the acquired company or business line will be required to follow this Policy.
2. Business Entertainment, Gifts and Travel Expenses
2.1 Business Entertainment
2.1.1 What is “Business Entertainment”?
Entertaining or providing gifts to organizations or individuals (including Government or Public Officials), or paying for travel expenses or accommodations for such individuals or officials, is a potential area of risk. Even appearances of impropriety may cause damage to the Company. “Business entertainment” is defined broadly to include meals, ground transportation, VIP airport services, lodging, air travel, gifts (see below), sightseeing tours, payment of convention fees, sponsorships at events and similar types of benefits. This may include a situation where a contract between the Company and a customer or other business partner requires the Company to provide specified types of business entertainment. Our Code of Conduct also describes potential conflict of interest situations that may arise in the context of business entertainment.
2.1.2 Prohibited Business Entertainment
Covered Persons must not request, accept, offer or provide business entertainment designed to induce, support or reward improper conduct in relation to any current or anticipated business involving the Company. Covered Persons must not give or receive any business entertainment that may amount to, or be reasonably perceived as, bribery or that might create a potential conflict of interest for you or the Company, or otherwise have the potential to embarrass the Company. Covered Persons must also take care to ensure that no organization or individual (including any Government or Public Official) is provided with business entertainment which, in aggregate and taking into account the frequency, is or may be reasonably perceived as excessive or lavish. Gifts may not take the form of cash or cash equivalents.
2.1.3 Permissible Business Entertainment
Covered Persons may only accept business entertainment or entertain organizations or individuals (including Government or Public Officials) where there is a valid business purpose and the entertainment is reasonable and proportionate in view of such business purpose and the norms of the industry, and the entertainment does not violate any laws. Permissible business entertainment must relate to a visit or meeting that provides an opportunity to address legitimate business issues. Routine business entertainment may usually be offered or accepted provided there is no expectation or belief that something will be given in return. In assessing whether any proposed business entertainment is consistent with this Policy, consideration should be given to, among other factors, the proportionality, the frequency, the timing and the intent behind the proposed entertainment. All business entertainment must be in the name of the Company and not in the name of any individual, and must be accepted openly and not secretly.
2.1.4 Approvals
Business entertainment requires approvals in accordance with internal guidelines adopted by the Company.
2.1.5 Record Keeping
Details of any business entertainment, including the names and titles of the participants, the date and purpose of the meeting, actual or estimated value per person and, where required, confirmation of pre-approval, as well as copies of proof of the expense and receipts should be recorded in the Company’s records, as specified in internal Company guidelines. Covered Persons must ensure there is a reasonable relationship between the substance of a transaction and how it is described in the Company’s books and records.
2.1.6 Questions and Clarifications
If you are the recipient of an offer of, or requested to provide, business entertainment which appears to be inconsistent with this Policy, you must notify the Legal Department or the Compliance Officer. You may be required to politely decline the offer or not proceed with the request. Situations giving rise to providing or receiving business entertainment are varied and sometimes complex. If you are uncertain of the application of this Policy to a particular business entertainment situation, you should consult and seek the approval of the Legal Department or the Compliance Officer.
2.2 Gifts
For purposes of this Policy, gifts fall under the definition of business entertainment. Internal Company guidelines specify gifts of nominal value that can be given to private sector or public sector individuals or organizations without receipt of prior approvals, as well as approval levels required for gifts exceeding the nominal levels. The same principles apply with respect to receipt of gifts. As with other forms of business entertainment, record keeping will be maintained as specified in internal guidelines for the giving and receipt of gifts.
2.3 Travel Expenses
Payment or reimbursement of travel expenses, including food, lodging, per diem, ground transportation and air travel for public or private sector individuals is permissible only if directly related to the Company’s legitimate business. As with other types of business entertainment, internal Company guidelines specify permissible types of travel expenses, applicable levels of approvals and record keeping requirements. Whenever possible, such expenses (as well as any other entertainment expenses) will be paid directly to the vendor or service supplier and not to the organization or individual benefitting from the service.
3. Donations
3.1. Political Donations
It is the policy of the Company not to make any political donations as an organization. Company directors, officers and employees may choose to make personal political donations from their own resources, but not with a view to influence a third party for the benefit of the Company or in any way that might give the impression that such influence was intended.
3.2. Charitable Donations
The Company permits reasonable donations to charities from Company funds, subject to receipt of approvals specified in internal Company policies. The Company must be certain that charitable donations cannot be viewed as an attempt to buy influence for the benefit of the Company or in any other way as being improper, and are not disguised unlawful payments to private individuals or Government or Public Officials in violation of anti-corruption laws. Care should be taken to ensure that charity is legitimate and that any donation is not diverted to other beneficiaries.
4. Avoiding Potential Conflicts of Interest in the Hiring Process
Hiring of persons (or such persons’ relatives) who have a business or regulatory connection with the Company raises the potential for conflicts of interest, and in extreme cases may be viewed as bribery. Hiring decisions should be made solely on business rather than personal considerations. In order to avoid potential conflict of interests in recruiting an employee who is (or is related to) someone who may have a potential influence on the Company’s business (e.g. government/military official, customer or supplier), during the recruitment process inquiries will be made as to whether a candidate has such relations. If such a relationship is indicated, then the prospective hire must be reviewed by the Company’s legal counsel. As a condition to making an employment offer, the Company’s legal counsel must confirm that there is no conflict of interest prohibition relating to the specific recruitment
and recommend mitigating measures as appropriate.
5. Third Parties
5.1 Liability for Acts of Third Parties
The Company could be held criminally liable for the acts of third parties acting on the Company’s behalf. To address this risk in the area of anti-bribery and anti-corruption, it is important that all consultants, Company representatives, subcontractors and suppliers are subject to appropriate due diligence, contractual commitments and appropriate monitoring.
5.2 Retention of Third Parties
Consultants, representatives, subcontractors and suppliers may be retained to promote the Company’s business or otherwise assist the Company in operating and carrying out its business and activities, including with regard to any necessary interaction with Government or Public Officials. Such third parties may only be engaged by the Company following completion of due diligence, contracting, approvals and training processes as specified in internal Company’s procedures.
5.3 Due Diligence
The Company’s policies require, among other things, sufficient due diligence to be performed to enable the Company to understand potential bribery or corruption risks associated with the third party, and to conclude with reasonable assurance that the third party understands and will fully abide by relevant anti-bribery and anti-corruption laws and policies applicable to the Company’s business.
5.4 Contractual Obligations
The Company must have a written agreement in place with each such party, and the agreement must specifically bind such party to comply with all applicable anti-bribery and anti-corruption laws, including the FCPA, CFPOA and the Code, as if such laws applied directly to such parties, as well as to comply with other applicable Company policies and procedures.
5.5 Supplier Code of Conduct
In accordance with the Company’s Supplier Code of Conduct, the Company’s subcontractors and suppliers are required to comply with applicable anti-bribery and anti-corruption laws and regulations.
6. Red Flags
In all dealings with potential or current consultants or representatives, Covered Persons must be conscious of any “red flags” that may be present or arise suggesting possible violations of anti-bribery standards. Examples of red flags include:
(1) requests for or offers of cash or other non-standard or excessive benefits;
(2) requests for unusual payment channels;
(3) refusal to contractually commit to compliance with applicable anti-bribery laws and regulations;
(4) due diligence indications of previous involvement in behaviour contrary to applicable anti-bribery laws and regulations;
(5) due diligence indications of a close personal relationship between the third party and a Government or Public Official or customer that could improperly influence a decision;
(6) recommendation of a third party by a Government or Public Official; or
(7) insufficient bona fide business reasons for retaining the third party.
It is the responsibility of the Covered Person who observes or suspects a red flag to report the matter to his or her supervisor, the Compliance Officer, as well as the Company’s legal counsel. Remember – if in doubt – consult.
