Anti-Bribery and Anti-Corruption Policy

Transcription

1 Anti-Bribery and Anti-Crruptin Plicy Effective Date Authr Owner Apprval Last Review Revise Date August Iain Simm Jeremy Arn January 2016 August

2 Anti-Bribery & Crruptin Plicy Statement The DS Smith Grup des nt tlerate any frm f crruptin and is cmmitted t cmplying with applicable anti-crruptin laws in all cuntries in which it cnducts business. The DS Smith Grup requires its emplyees and wrkers at all time t act hnestly and with integrity and t safeguard the resurces fr which they are respnsible. The DS Smith Grup is cmmitted t ensuring that pprtunities fr crruptin and bribery are reduced t the lwest practicable level f risk. This dcument tgether with the [ABC & Anti-trust Cmpliance Plicy ] setsut the plicy n the cntrl f actual and suspected crruptin and bribery within the DS Smith Grup, and the prcesses t be fllwed in the event f an actual r suspected instance f crruptin r bribery being discvered. The Plicies can be fund n Plexus, Emplyees and Third Parties are required t reprt any circumstances which are in breach f this anti-bribery and crruptin plicy, either thrugh the Speak Up Helpline r directly t the Grup General Cunsel & Cmpany Secretary (Telephne: +44 (0) r AskCSec@dssmith.cm). All reprted incidences f actual r suspected bribery r crruptin will be prmptly and thrughly investigated. Yu are required t cmply with this Plicy at all times and withut exceptin. Failure t d s will be treated as a disciplinary matter and may lead t dismissal. Miles Rberts Grup Chief Executive December 2017

3 1. Summary f Key Pints 1.1 Yu must read in detail and familiarise yurself with the requirements f the Plicy. A summary f the key pints is set ut belw: 1.2 DS Smith Grup des nt tlerate any frm f Bribery r Crruptin. 1.3 Neither yu, nr any Third Party acting n behalf f DS Smith Grup, will: Pay r receive Bribes t any persn, including t Freign Public Officials; Be invlved in any frm f Bribery r Crruptin; Make Facilitatin Payments. 1.4 Yu are required t reprt any circumstances f which yu becme aware which are in breach f this Plicy. 1.5 DS Smith Grup can be held liable fr indirect payments made by a third party (such as a supplier, agent, r cntractr) n its behalf. When dealing with Third Parties yu must exercise cautin and carry ut due diligence n the third party t understand any Bribery and Crruptin risks. 1.6 Yu must ensure such third parties sign cmmitments against Bribery and Crruptin. 1.7 Yu must nt make plitical dnatins and yu may nly make charitable dnatins with the cnsent f the General Cunsel and Cmpany Secretary. 1.8 A breach f the Plicy may result in disciplinary actin against yu including dismissal. 1.9 Yu are required t underg training n anti-crruptin and bribery issues which DS Smith Grup will prvide If yu have any questins r are unsure whether any circumstances culd be a breach f this Plicy, yu shuld cntact the Legal Team. 2. Wh des the Plicy apply t? 2.1 This Anti-Bribery and Anti-Crruptin Plicy applies t all Emplyees and Third Parties f the DS Smith Grup. 2.2 This Plicy extends t all DS Smith Grup peratins wrldwide and Emplyees wherever lcated, regardless f gegraphical lcatin. Emplyees and Third Parties are required t familiarise themselves with the applicable laws in each jurisdictin in which they cnduct business n behalf f the DS Smith Grup.

4 3. Terms used in this Plicy 3.1 Bribe / Bribery: Offering, prmising r giving anything f value r authrising the same, t imprperly influence anther in rder t btain r retain a business advantage r prevent r limit a disadvantage fr the DS Smith Grup r an individual; r Requesting r accepting anything f value as a reward fr r as an inducement t act imprperly in relatin t the awarding f business by the DS Smith Grup. Bribes can include mney, gifts, hspitality, expenses, reciprcal favurs, plitical r charitable cntributins, ffers f emplyment, r any direct r indirect benefit r cnsideratin. 3.2 Crruptin: Describes any dishnest cnduct. This may include the giving r receiving f bribes but als any fraudulent act, r acting in a way that puts yur interests in cnflict with thse f DS Smith, whilst in the curse f emplyment. 3.3 Emplyees: All wrkers perfrming duties n behalf f DS Smith, whether r nt emplyed directly by DS Smith. 3.4 Facilitatin Payments: Small payments t Freign Gvernment Officials t facilitate rutine, nn-discretinary gvernmental actin such as: Prcessing licences, permits, r ther fficial dcuments t which the applicant is entitled; Prcessing gvernment paperwrk such as visas and wrk rders; and Prviding required services such as plice prtectin and mail pick-up and delivery. 3.5 Freign Public Officials: Officials f any gvernment department r agency; fficials f any public internatinal rganisatin (e.g. the United Natins); plitical parties and party leaders; candidates fr public ffice; executives and emplyees f gvernment-wned r gvernment-run cmpanies (such as a dctr in a statecntrlled hspital); anyne acting n behalf f any f these fficials; an individual hlding a legislative, administrative r judicial psitin. 3.6 Third party/parties: Includes agents, brkers, partners, cnsultants, cntractrs, jint venture partners and ther representatives perfrming services fr the benefit f DS Smith. 4. Anti-Bribery and Crruptin 4.1 The DS Smith Grup (acting thrugh its Emplyees and Third Parties) will nt, whether directly r indirectly, pay r receive any Bribes. There is n set mnetary threshld that defines a Bribe and there is n need fr the Bribe t be successful t be viewed as crrupt, as the prmising r ffering f it is enugh t amunt t a criminal ffence. This principle applies equally in the UK r abrad.

5 4.2 The DS Smith Grup will nt tlerate its Emplyees and/r Third Parties being invlved in any level f Crruptin r Bribery. All reprted incidents f actual r suspected Crruptin r Bribery will be prmptly and thrughly investigated and dealt with apprpriately. 4.3 The DS Smith Grup, its Emplyees and Third Parties must nt ffer, directly r indirectly, accept, prmise, pay r authrise a Bribe t any Freign Public Official with intent t influence them in their capacity as a Freign Public Official, whether r nt it wuld be an ffence fr the fficial himself t accept the bribe within an verseas jurisdictin. 4.4 Emplyees and Third Parties are required t draw attentin t circumstances where they believe that there is, may be, has been, r may have been imprper behaviur by ther Emplyees r Third Parties (including external cntacts f the DS Smith Grup) in accrdance with this Plicy. All matters will be dealt with in cnfidence and in strict accrdance with the terms f the Public Interest Disclsure Act 1998, which prtects the legitimate persnal interests f emplyees and wrkers, and ther applicable laws in the jurisdictins where the DS Smith Grup perates. 5. Due Diligence and Third Parties 5.1 The DS Smith Grup may be liable fr indirect payments made r ffered t any entity r persn n its behalf by a Third Party. When wrking with a Third Party it is essential that apprpriate due diligence is carried ut n the Third Party s backgrund and reputatin and t understand any bribery and crruptin risks that may exist. 5.2 The DS Smith Grup cnsiders that the fllwing areas in particular require due diligence and risk assessment befre entering int any business relatinship, transactin r prject (which fr the avidance f dubt includes Third Parties, jint ventures r acquiring a cmpany): a) assessing the fraud, Bribery and Crruptin risk assciated with the cuntry in which the business is t be cnducted; b) reviewing the Third Party s ptential business partners; c) reviewing the Third Party s suitability fr the engagement and circumstances under which the Third Party was selected; d) reviewing the payment terms and arrangements fr the Third Party; and e) reviewing the prpsed prject r business transactin in rder t identify as far as pssible the risk f Crruptin r Bribery. 5.3 When dealing with Third Parties, sme Red Flags t watch ut fr as indicatrs f ptential vilatins f anti-bribery r anti-crruptin laws include: a) A Freign Public Official recmmends that the DS Smith Grup hire a specific third party;

6 b) The prpsed cmpensatin f a Third Party retained by the DS Smith Grup is unreasnably high cmpared t the market rate withut a reasnable explanatin; c) A Third Party retained by the DS Smith Grup requests that payments: i. be made ff-shre; ii. be made t a party ther than the Third Party r t an unknwn third party; iii. be split amng multiple accunts; r iv. be made t an accunt in a cuntry ther than where the third party r agent is lcated r business is t be perfrmed; r any ther unusual financial arrangements are prpsed. d) A Third Party the DS Smith Grup seeks t retain lacks qualificatins r staff t perfrm the expected services; e) A Third Party relies heavily n plitical r gvernment cntacts instead f technical skills r time invested; f) Upn checking references, yu find that the Third Party has an unsavry reputatin r is nt well knwn in the industry; g) A Third Party the DS Smith Grup seeks t retain will nt agree t terms requiring cmpliance with anti-bribery r anti-crruptin laws; h) A cuntry in which the DS Smith Grup is cnducting r seeks t cnduct business is a high risk lcatin fr crruptin; r i) The same Third Party is repeatedly used fr business withut any reasnable justificatin fr their repeated appintment. 5.4 Please nte that this is a nn-exhaustive list and ther instances exist which may flag ptential vilatins f anti-bribery r anti-crruptin laws. 5.5 If any such Red Flags are identified, their existence shuld be ntified immediately t the Legal Team wh will advise what measures need t be taken. 5.6 Unless therwise agreed with the Legal Team, yu are required t ensure that Third Parties and suppliers sign relevant cmmitments against Bribery and Crruptin in the frm set ut in the Annex. 6. Facilitatin Payments 6.1 The DS Smith Grup prhibits Facilitatin Payments. Such payments are prhibited by law in many jurisdictins, including in the United Kingdm. 6.2 If yu have any questins r cncerns abut whether a payment might cnstitute a Facilitatin Payment yu shuld cntact the Legal Team fr advice.

7 7. Payment f Expenses, Hspitality and Business Entertainment 7.1 Payments fr expenses, hspitality r business entertainment incurred by Emplyees, Third Parties, Cntractrs r any ther persns must cmply with the DS Smith Grup Plicy n Gifts and Hspitality. 7.2 Payment f expenses, hspitality r business entertainment n behalf f a Freign Public Official must nt be made withut prir authrisatin by the Legal Team wh will determine whether r nt the prpsed payment is permissible under applicable law. Payment f such expenses, hspitality r business entertainment can nly be made in certain circumstances, such as travel and ldging, incurred in cnnectin with the reasnable and bna fide prmtin, demnstratin, r explanatin f prducts r services, r the executin r perfrmance f a cntract with a Freign Public Official r agency and must nt be paid t the Official but t the entity that they wrk fr. 8. Plitical and Charitable Cntributins 8.1 The DS Smith Grup will nt make any plitical dnatins r participate in plitical activities. The DS Smith Grup may, hwever, make representatins t gvernments abut matters affecting the Grup s legitimate interests. 8.2 All charitable cntributins by the DS Smith Grup, whether made directly r indirectly, must cmply with applicable laws, must be publicly disclsable and must nt be made t imprperly influence the recipient r in exchange fr any business advantage. The prir authrisatin f the Grup General Cunsel & Cmpany Secretary must be btained befre making any charitable dnatin. 8.3 This plicy des nt limit the ability f DS Smith Grup emplyees t make charitable cntributins r plitical dnatins, r t participate in plitical activities, in their persnal capacity, but emplyees must nt suggest that they are representing the DS Smith Grup in ding s. 9. Recrdkeeping 9.1 Infrmatin related t all payments made r received by the DS Smith Grup must be accurately recrded in the DS Smith Grup bks and recrds. 9.2 All disbursements and ther financial transactins must be authrised by management. 9.3 Undisclsed r unrecrded funds may nt be established fr any purpse. 9.4 DS Smith Grup funds must nt be placed in any persnal r nn-crprate accunt. 10. Penalties, Enfrcement and Discipline fr Nn-Cmpliance

8 10.1 The DS Smith Grup views Crruptin and Bribery very seriusly. After prper investigatin, the DS Smith Grup will take legal and/r disciplinary actin in all cases where it is cnsidered apprpriate A vilatin f this Plicy may result in disciplinary actin as apprpriate, up t and including terminatin f emplyment. Where a case is referred t the plice, the DS Smith Grup will c-perate fully with plice enquiries and these may result in the ffender(s) being prsecuted Penalties fr vilatins f anti-bribery and anti-crruptin laws include bth civil and criminal sanctins fr bth the DS Smith Grup and the persn fund t have cmmitted the ffence. Available criminal sanctins will vary between jurisdictins but include unlimited fines (which the DS Smith Grup will nt pay n behalf f any individual) and imprisnment fr up t ten years If yu suspect any actual r ptential breach f this Plicy, please refer t the Speak Up Plicy. 11. Training 11.1 All Emplyees are required t underg training prvided by the DS Smith Grup n a regular basis t ensure they are aware f the types f Crruptin and Bribery, the risks f engaging in Crrupt activity and Bribery, the DS Smith Grup Anti-Bribery and Anti-Crruptin plicy, and hw they may reprt suspected Crruptin and Bribery ( ABC Training ) The DS Smith Grup will prvide ABC Training t all relevant emplyees and Third Parties All DS Smith Grup line managers are respnsible fr ensuring that their direct reprts have cmpleted ABC Training, and may be asked peridically t cnfirm this t the Legal Team. Line managers shuld cntact the Legal Team if they believe additinal training is required fr any f their direct reprts r in their businesses. Cnfirmatin f cmpliance with this Plicy is als required under the twice yearly Grup plicy certificatin prcess, which applies t management and thse wh cnduct business with custmers r suppliers arund the Grup. This prcess is described in the [ABC & Anti-trust Cmpliance Plicy]. 12. Review 12.1 The DS Smith Grup will regularly review this Plicy and revise it as apprpriate including in light f any changes in applicable law. 13. Questins and Infrmatin 13.1 If yu have any questins r require further infrmatin n any aspect f this Plicy, please cntact either:

9 Yur manager; The Grup General Cunsel & Cmpany Secretary, Iain Simm, wh has been appinted as the Bribery & Crruptin Officer and has verall respnsibility n the executive team fr crruptin and bribery matters and wh can als prvide the laws gverning anti-crruptin and bribery. 14. Frequently Asked Questins Q: Hw can I find ut if a cuntry has an anti-bribery r anti-crruptin law in place? A: Always assume a cuntry has anti-bribery r anti-crruptin laws in place. In fact sme cuntries have severe penalties including the death penalty fr it. The Organisatin fr Ecnmic C-peratin and Develpment s (OECD) Cnventin n Cmbating Bribery f Freign Public Officials in Internatinal Business Transactins (Anti-bribery Cnventin) represents the mst well-knwn guidance pints fr cmpanies. The Antibribery Cnventin itself establishes standards criminalising the bribery f Freign Public Officials. Cuntries adpting the Anti-bribery Cnventin must then adpt their wn legislatin that criminalises the bribery f Freign Public Officials. Many cuntries, states and municipalities have anti-bribery and anti-crruptin laws in place. The relevant law in the UK, fr example, is the Bribery Act 2010, and the primary relevant law in the U.S. is the Freign Crrupt Practices Act f 1977 (FCPA). Yu shuld cntact the Grup General Cunsel & Cmpany Secretary fr additinal infrmatin related t these laws. Q: Where can I find infrmatin abut a cuntry s crruptin level? A: One resurce is Transparency Internatinal ( a glbal rganisatin fcused n fighting crruptin. Each year, Transparency Internatinal publishes its Crruptin Perceptins Index, which measures the perceived levels f crruptin in different cuntries. Q: If certain anti-bribery r anti-crruptin laws permit facilitatin payments, why des the DS Smith Grup prhibit them? A: In almst every jurisdictin arund the wrld where the DS Smith Grup des business, a lcal law prhibits facilitatin payments. In additin t being illegal, crruptly ffering mney r anything f value fr services r t influence a decisin is nt ethical and is a pr business practice. Such behaviur des nt align with the DS Smith Grup cmmitment t cnduct business ethically and with integrity. Q: Can the DS Smith Grup still d business with gvernment-wned entities? A: Yes. Anti-crruptin and anti-bribery laws d nt prevent the DS Smith Grup frm cnducting legitimate business with gvernment entities r gvernment r Freign Public Officials. Hwever, yu shuld always be aware f any ptential red flags r indicatrs f crruptin and bribery. If yu suspect r becme aware f crruptin r bribery, yu shuld cntact the Grup General Cunsel & Cmpany Secretary r a member f the

10 Legal Team immediately. Q: D I need t be aware f any ther requirements when interacting with gvernment r Freign Public Officials? A: Yes, there are a number f requirements that apply t interactins with gvernment and Freign Public Officials including requirements relating t prhibitins related t prviding gifts, meals and/r entertainment t gvernment r Freign Public Officials, and restrictins n and disclsure f plitical cntributins. Prir t cntacting gvernment r Freign Public Officials, yu shuld first cntact the Grup General Cunsel & Cmpany Secretary. Q: What happens if an Emplyee ffers a bribe t a gvernment r Freign Public Official but des nt end up paying the bribe? Can this still be a vilatin f the applicable antibribery r anti-crruptin laws? A: Yes. Even a prmise r ffer t prvide smething t a gvernment r Freign Public Official, r authrisatin f any such prmise, ffer r payment in exchange fr the gvernment r Freign Public Official using his r her psitin t influence decisins and nt the actual payment can vilate the applicable anti-bribery r anti-crruptin laws. Q: I nticed sme payments that seem dd last mnth, but after briefly discussing the payments with ther members f my grup, I decided t let the payments g withut additinal questins. Have I dne anything wrng? A: Lking the ther way r failing t raise trubling infrmatin r red flags fr further review may be viewed as cnsent r cnnivance and may vilate anti-bribery r anticrruptin laws. If yu becme aware f questinable payments r ther red flags r suspicius activity, yu must immediately cntact the Grup General Cunsel & Cmpany Secretary. Q: What are the penalties fr vilating anti-bribery r anti-crruptin statutes like the UK Bribery Act 2010 r FCPA? A: Vilatins f the anti-bribery r anti-crruptin statutes can lead t significant criminal penalties fr bth individuals and crpratins. Other penalties, such as being suspended frm ding business with the gvernment r Freign Public Officials, a bar frm participating in the securities business, expulsin frm the lcal jurisdictin and lcal civil and criminal penalties, may als apply.

11 Annex Cmmitment Against Bribery and Crrupt Practices ( Cmmitment ) Cmpany Name: [ ] ( Supplier ) 1. In cnsideratin f the cntinuing business relatinship between [Name f DS Smith business] ( DS Smith ) and the Supplier, the Supplier shall and shall prcure that its fficers and emplyees shall: cmply with all anti-crruptin laws applicable t the Supplier r DS Smith (and fr this purpse, the Bribery Act 2010 shall be deemed t apply whether r nt it is in frce and whether r nt it applies t the Supplier); and nt, directly r indirectly, either in private business dealings r in dealings with the public sectr, ffer, prmise r give (r agree t ffer, prmise r give) any financial r ther advantage r authrise any such cnduct with respect t any matters which are the subject f any agreement between DS Smith and the Supplier ( Agreement ) and/r t btain any benefit fr DS Smith which wuld vilate any anti-crruptin laws applicable t the Supplier r DS Smith (and fr this purpse, the Bribery Act 2010 shall be deemed t apply whether r nt it is in frce and whether r nt it applies t the Supplier). 2. If the Supplier becmes aware f any breach r suspected breach f this Cmmitment, the Supplier shall prmptly ntify DS Smith and DS Smith may immediately suspend peratin f the Agreement by giving written ntice t the Supplier, pending an investigatin int the breach r suspected breach. The Supplier shall assist D S Smith in any such investigatin, including by prviding DS Smith with access t the Supplier s persnnel, dcuments and systems. 3. If, in the reasnable pinin f DS Smith, the Supplier has breached this Cmmitment, DS Smith may immediately terminate any r all agreements between DS Smith and the Supplier withut any recurse t, r liability f, DS Smith by giving written ntice t the Supplier. 4. Ntwithstanding anything in the Agreement, in the event f any cnflict between this Cmmitment and any prvisin f the Agreement, this Cmmitment shall prevail. If the Supplier des nt sign and return this Cmmitment t DS Smith, the Supplier will be deemed t have accepted the terms f this Cmmitment and will have agreed t abide by its terms.

12 Accepted and agreed fr and n behalf f the Supplier: Signature:.... Print Name:... Title:.... Date:....

13 Cmmitment Against Bribery and Crrupt Practices ( Cmmitment ) Cmpany Name: [ ] ( Agent ) 1. In cnsideratin f the cntinuing business relatinship between [Name f DS Smith business] ( DS Smith ) and the Agent, the Agent shall and shall prcure that its fficers and emplyees shall: cmply with all anti-crruptin laws applicable t the Agent r DS Smith (and fr this purpse, the Bribery Act 2010 shall be deemed t apply whether r nt it is in frce and whether r nt it applies t the Agent); and nt, directly r indirectly, either in private business dealings r in dealings with the public sectr, ffer, prmise r give (r agree t ffer, prmise r give) any financial r ther advantage r authrise any such cnduct with respect t any matters which are the subject f any agreement between DS Smith and the Agent ( Agreement ) and/r t btain any benefit fr DS Smith which wuld vilate any anti-crruptin laws applicable t the Agent r DS Smith (and fr this purpse, the Bribery Act 2010 shall be deemed t apply whether r nt it is in frce and whether r nt it applies t the Agent). 2. If the Agent becmes aware f any breach r suspected breach f this Cmmitment, the Agent shall prmptly ntify DS Smith and DS Smith may immediately suspend peratin f the Agreement by giving written ntice t the Agent, pending an investigatin int the breach r suspected breach. The Agent shall assist D S Smith in any such investigatin, including by prviding DS Smith with access t the Agent s persnnel, dcuments and systems. 3. If, in the reasnable pinin f DS Smith, the Agent has breached this Cmmitment, DS Smith may immediately terminate any r all agreements between DS Smith and the Agent withut any recurse t, r liability f, DS Smith by giving written ntice t the Agent. 4. Ntwithstanding anything in the Agreement, in the event f any cnflict between this Cmmitment and any prvisin f the Agreement, this Cmmitment shall prevail. Accepted and agreed fr and n behalf f the Agent: Signature:.... Print Name:... Title:.... Date:.... The Pwer f Less