As a company, Begini is committed to conducting its affairs according to the highest standards of ethical conduct, including zero tolerance for bribery and corruption. Throughout its operations, Begini seeks to avoid even the appearance of impropriety in the actions of its directors, officers, employees and agents.
This Anti-Corruption Policy (the “Policy”) sets out the company’s commitment to integrity and transparency and explains the specific requirements and prohibitions applicable to company operations under the anti-corruption provisions of the US Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act and all other applicable laws. The Policy contains information and guidance intended to prohibit and prevent corruption and bribery from occurring in Begini’s activities. Begini strictly prohibits all forms of bribery and corruption and will take all necessary steps to ensure that it does not occur in its business activities.
This Policy is applicable to all Begini operations worldwide. This Policy applies to all Begini’s executives, directors, officers and employees (for ease of reference, they are referred to as “Employees” in this Policy). This policy also applies to vendors, contractors or other third parties hired by Begini to work on a project, or for an internal department. As they are not employees, third-party contractors cannot be fired for violations of this policy, however, a single contractor’s acts can terminate an entire company’s contract with Begini and future contracts or projects may be prohibited indefinitely and Begini reserves the right to notify local or international authorities of any bribery or corrupt activities it learns of or were conducted while the third party was under contract with Begini.
Under the FCPA, it is illegal for US persons, including US companies and their subsidiaries, officers, directors, employees and agents, to bribe foreign (i.e., non-US) public officials to secure business. Under the UK Bribery Act it is illegal for UK persons and companies to bribe any person (whether foreign public officials or private persons and companies) anywhere in the world to secure business and it is illegal for any person regardless of nationality to offer or pay a bribe in the UK. The same rules apply to requesting or accepting bribes. A bribe is any advantage or anything of value that might induce or reward a person to perform, or for performing, their functions or activities in a way that is improper in the circumstances. As Begini operates in jurisdictions around the world and is comprised of corporations based in the US and the UK, Begini’s policy makes no distinction between bribery or corruption with public officials versus private clients The rules herein that prohibit bribery apply universally to the conduct of a Begini employee, officer, member of the Board of Directors, or as an independent contractor on a Begini assignment.
The concept of prohibiting bribery is simple. However, an understanding of the full scope of the FCPA and UK Bribery Act, and the various acts that can be considered bribery, is essential as these laws directly affect everyday business interactions between Begini and its customers, foreign governments and their controlled entities.
Violations of the FCPA or UK Bribery Act can also result in violations of other laws, including money laundering, mail or wire fraud and conspiracy. The penalties for violating the FCPA and UK Bribery Act can be severe. In addition to being subject to Begini disciplinary policies (including termination of their employment) individuals who violate the FCPA or UK Bribery Act may also be subject to arrest and detainment, trial, imprisonment, fines, confiscation of property, even deportation of non-citizens. Furthermore, Begini is also subject to the local laws of the countries where it conducts business which may require Begini to inform relevant authorities should it become aware of bribery or corruption by a Begini employee. This Policy sets forth the expectations and requirements for compliance with those laws.
Begini employees are prohibited from directly or indirectly making, promising, authorizing or offering anything of value, or advantage, to a person on behalf of Begini to secure an improper advantage or influence, or to improperly obtain, retain or direct business to itself or any other person or entity. This prohibition includes payments to third parties knowing, believing, or suspecting that the third-party will use any part of funds they receive to pay or otherwise exert influence on, or gain favor from, a party in a position to aid a Begini business interest.
The following payments are permitted by law under certain conditions:
Promotional Hospitality and Marketing Expenses. Begini may pay for the cost of meals, lodging or travel if, and only if, the expenses are bona fide, reasonable, proportionate and directly related to the promotion, demonstration or explanation of Begini products or services. Particular care must be taken when paying any such costs associated with a client’s senior executives or foreign public officials to ensure it is clear that such payments are not intended, and cannot be perceived, as being intended to influence their job responsibilities or the exercise of an individual’s functions, duties or obligations of their job or title.
Promotional Gifts. Promotional gifts of nominal value may be given as a courtesy in recognition of services rendered or to promote goodwill. These gifts must be nominal in value and should generally bear the trademark of Begini or one of its products. Gifts of substantial value or lavish entertainment, even if customary in the foreign country, generally will not be permitted.
Independent Political and Charitable Contributions. As a private citizen, employees may make political contributions and charitable donations at their discretion, but they must not name Begini, or note a relation to Begini, in any manner whatsoever. Charitable contributions and contributions to candidates for political office in a business capacity are prohibited unless the Legal Department pre-approves them in writing.
The following types of payments are presumed to be improper and should never be authorized or used. The prohibition against these payments includes both cash payments or non-cash payments to a targeted individual’s family, relatives or professional colleagues.
Cash Payments: (“Any advantage or anything of value”) Payments that violate the FCPA or UK Bribery Act may arise in a variety of settings and include a broad range of payments beyond the obvious cash bribe or kickback. Still, cash payments of any kind to a third party are always prohibited. Begini checks shall not be written to “cash,” “bearer” or anyone other than the party entitled to payment.
Non-Cash Payments: This term is very broad and can include the following:
The term “foreign government official” is widely defined under anti-bribery legislation, it includes but is not limited to the following individuals and their spouses and family members of foreign officials. Government Officials, at a minimum, include the following individuals:
Please note that while US laws have important distinctions and prohibitions against the improper influence of government actors and their private or civilian counterparts, UK laws make no such distinctions.
Officials specifically include military or civilian officers or employees of a foreign government including any department, agency or instrumentality thereof, or individuals who hold a legislative, administrative or judicial position of any kind, whether appointed or elected, or exercise a public function for or on behalf of a foreign country or territory – even if that function is purely ceremonial or ministerial in nature. Because direct contact with a foreign public official can result in grave consequences for the company if miscommunication or cultural or linguistic misunderstanding occurs, prudent risk mitigation demands that initial contacts with public officials – solicited or not – should always be made in conjunction with a member of senior management approving all communications from Begini. Every customer will have different norms and expectations, and this contact regulation will be lifted as soon as the rules of engagement for all parties are understood.
Employees of Begini should be aware of “Red Flags” which might indicate that a transaction is high risk (and which could trigger automatic investigations by law enforcement, customs, or tax officials) and report their concerns to management, who will escalate to the Legal Department as appropriate. Such “Red Flags” may include:
If a transaction contains anything from this red flag list, Begini senior management should be immediately notified it in writing, including a description of the background behind the flag, and requesting approval for the flagged matter. If approved, the approval should be noted and linked in further internal deal documentation.
Employees must attend any Begini anti-corruption training and be familiar with and perform their duties according to the requirements set out in this Policy. Employees who violate this Policy are subject to disciplinary action, up to and including dismissal. This Policy does not alter the employment-at-will relationship, as applicable, between the employee and Begini.
Employees must also inform company’s business partners, resellers, distributors, and any other third-party representatives that provide services to Begini or have or likely to have contact with Begini’s customers that they need to sign and comply with Begini’s Anti-Corruption Policy. Any Employee who suspects that this Policy may have been violated must immediately notify Begini as specified in section entitled “Reporting Policy Violations” below. Any person who, in good faith, reports suspected legal, ethical or Policy violations will not suffer any adverse consequence for doing so. When in doubt about the appropriateness of any conduct, Begini requires that you seek additional guidance before taking any action that may subject Begini to potential liability for breach of anti-bribery and corruption legislation.
All payments and expenses made on behalf of Begini must be recorded accurately and in reasonable detail, providing the purpose and amount of the expenditure, in a manner that permits the preparation of financial statements in accordance with applicable accounting standards.
Begini may at times undertake a more detailed review of certain transactions. As part of these reviews, Begini requires all Employees to cooperate with Begini, outside legal counsel, outside auditors or other similar parties. Begini views failure to cooperate in an internal review as a breach of employee obligations to Begini and will deal with this failure severely in accordance with its disciplinary processes and any local laws or regulation.
Employees should report all compliance concerns and may do so in any of the following ways:
Reports should include as much detail as possible and be made in writing except where doing so is accompanied by unacceptable risk. Anyone receiving a report of possible noncompliance with a request that the person making the report remain anonymous will, to the extent practicable, honor the request for anonymity.
No Begini Employee who in good faith reports an actual or suspected violation of this policy shall experience any retaliation or retribution as a result of such reporting, regardless of whether or not, upon investigation, a violation is found to have occurred. Retaliation against anyone who reports bribery or corrupt behavior, itself, is a violation of this policy, will not be tolerated, and must be reported immediately.
Reports of retaliation or retribution will be investigated thoroughly and expeditiously and will, if appropriate, result in disciplinary action, up to and including termination of employment.
An Employee who reports a matter involving his or her own misconduct or a violation of a law, regulation or this Policy will not be immune or otherwise protected from discipline. However, discipline shall not be increased because a party reported his or her own violation or misconduct. Prompt and complete disclosure of a violation may be considered as a mitigating factor in determining disciplinary action.
An Employee will not be afforded the protection of this non-retaliation/ non-retribution policy if his or her allegation of a violation was knowingly fabricated or was knowingly exaggerated or otherwise distorted to adversely affect another person or Employee or to protect the Employee.