1. Q What do I do if placed in a difficult situation where I am concerned I could be in breach of the Code of Conduct?

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1 Integrity & Compliance Q&A sheet General Questions 1. Q What do I do if placed in a difficult situation where I am concerned I could be in breach of the Code of Conduct? A If it is a clear breach such as request for a bribe or facilitation payment then politely refer to the FG Code and state that your Company s policy does not allow you to do business in this way. Then report the request in writing to your manager and notify the legal department. If you are not sure how to handle, then give yourself time to seek advice by asking to adjourn the meeting or saying you will revert at a later date. 2. Q What do I do if a customer asks me to sign their Code of Conduct? A Acknowledge the request, ask for an electronic version and say that you will refer the matter to your Integrity & Compliance team. They will arrange a gap analysis on the customers code versus ours and advise if there are any reasons why we should not agree to sign or sign with or without any conditions. 3. Q Are sub distributors required to sign the FG Code of conduct? A As a principle we would prefer to operate without sub distributors appointed by a main distributor as the responsibility for FG products not going to sanctioned countries for example remains with us. If we do have an approved sub distributor then yes they are required to sign our Code of Conduct, as well as having satisfactorily completed due diligence by the Integrity & Compliance team and signing a distributor contract prepared by the legal department. 4. Q How do we reduce the opportunities for fraud? A By having sensible controls and systems in place for example ensuring there are two signatories for company cheques or electronic payments and the company s authorisation procedures are followed in full with no short cuts. Reducing temptation is the key to reducing opportunity for fraud. Be willingto challenge things that do not seem right. 1

2 5. Q Can we reclassify as entertainment any necessary facilitation payments to customs officials in order to process clearance quickly? A Absolutely not. Firstly FG does not permit facilitation payments to anyone. Secondly giving a financial reward or a gift of any sort to a government official such as a customs officer is strictly forbidden. Any such requests should be dealt with as per Q1. 6. Q Does the senior management of FG understand that we will lose business if we apply Integrity & Compliance rules in too rigid a way? A FG is only prepared to do business in line with our Code of Conduct. We have walked away from business opportunities in the past if it was clear that our compliance standards could not be met and we will do in the future. The business world is changing and many countries and companies are strengthening their standards and controls in these compliance related matters and we will comply with all laws and regulations around the world. Some organisations and individuals may engage in inappropriate business practices we will not do business with them. We will only do business with companies and individuals that comply with the law, that give us the written contractual assurances we need and act accordingly. 7. Q How long should we keep documents, s etc related to Integrity & Compliance issues in our files? A Please keep these filed carefully in Lotus notes and then archive them in case there is a need to review these in the future. 8. Q - Who are the Company s Corporate compliance personnel and who should I contact if I have question or concerns? 2

3 A If you wish to report an Integrity and Compliance issue then please use one of the methods described above. Under section 4 you could contact Russell Taylor, Senior VP HR, Communications and Integrity & Compliance, Malte Globig, Head of Internal Audit, Michelle Domas VP Treasury, or Jeremy Berenzweig, Senior VP and General Counsel. In LATAM you can also contact Pia Rabbione, HR Director and in APAC Jennie Zhu, HR Director China and Japan. You can also a report or complaint to compliance@flintgrp.com 9. Q if FG suspects that a competitor is using Bribery or Corruption techniques to gain business from FG what should we do? Can we use the customers or competitors hot line (if these exist) to report them? Please contact a member of the Flint Group legal or compliance departments for advice as this type of situation can be highly complex and difficult. Gift and Entertainment Policy Questions 1. Q What are the limits or boundaries for providing customer or distributor entertainment? A You will find these in the Gifts and Entertainment policy which will be issued in April. 3

4 In some countries the financial limits can be reduced by regional management if appropriate approved by the Regional President and local General Manager. 2. Q Why are the limits for giving gifts higher than the limits for receiving gifts? A Because we have looked at what constitutes a reasonable amount for our sales teams to work with based on advice from compliance experts 100 Euros or US $100 are common thresholds applied by international companies, with lower limits in some developing countries. The EMT has decided we want to further reduce the practice of receiving gifts of any real value hence the lower limit. We will keep these limits under review and change them in future if it is necessary to do so. 3. Q Are there any tax issues around the giving and receiving of gifts? Tax rules vary by country around the world so please get advice for this via your Finance Manager or Director. 4. Q The policy says that when we are in a formal Procurement / Sales process no gifts or entertainment should be given or received. Are we not always in a process as this is part of business? During a contract bidding process or during a negotiation period, it would be inappropriate to give or receive a gift from a supplier or entertain a customer. Gifts or entertainment given to customers for example should be a small low value (as per the policy limits) thank you or appreciation for business gained or maintained and timed accordingly. The gift or entertainment should not intended to influence the customer to give the business to Flint Group. If in doubt speak with your manager as no policy wording can cover all eventualities. 5. Q Surely giving gift or providing entertainment is always intended to influence a decision by a customer? So by building a better relationship you get awarded or keep business. A The direct purpose of a gift must never be for exchange of a favour. Of course there are always grey areas in situations like this where no policy wording will provide all the answers and this is why again the advice is: if in doubt ask. Do not try to solve the problem on your own. 6. Q The Gifts and Entertainments policy refers to gifts totaling less than 100 Euros (in a calendar year to the same recipient) are permissible without seeking additional approval. What is meant by additional approval? 4

5 A All gifts and entertainment above the specified financial limits should be pre approved by your line manager who will seek advice if unsure. If the total of the gift or entertainment is below 100 EUR in a calendar year no pre approval is required. The cost should be included on the expenses claim and authorized by your manager. 7. Q the policy states that if a gift(s) exceeds EUR 50 in face value (in a calendar year from the same gift giver), you should return the gift with an explanation that Flint Group standards do not permit you to accept such gifts. Does that mean that an employee can receive several gifts per year from the same giver, if the total value of the gift(s) is/are below 50 Euro? A Yes, as the amounts would be so small for each gift they would not be material. 8. Q Does FG still sponsor the Masters Golf in Augusta, Atlanta? How does this correspond to the Gifts and Entertainment Policy of FG? Flint Group is not a sponsor of the event itself. FG participation in the Masters event spans over 30 years. It is an approved event by senior management and it involves planning over a year in advance with structured guidelines. Invitations are extended to current customers for dinner and for a day on the course. Approval from their senior management is required. It corresponds to the Code of Conduct guidelines of Flint Group and our Gifts and Entertainment policy we are engaging with long term, FG key customers as a thank you for their business and with approval by FG senior management. Attendance by prospective customers is rare and closely reviewed on an exception basis. 9.Q the Gifts and Entertainment policy refers to discounts or other preferential treatment from business providers are acceptable only if they are well known and widely available to all Flint Group employees in that country for example shopping discount cards. Why is well known important and what does it mean? A The reference to well known is to avoid scams or illegal activity that can come from small, often internet based companies that offer something different from the norm which may or may not be appropriate to use. Shopping discount cards offered by major retailers in a country would be an example of a well known or established gift supplier. 10. Q In appendix 1 of the policy are examples of gifts and entertainment are these examples of what is allowed or not allowed? A These are specific examples of types of gifts and entertainment common in business whether these would be in line with the policy or not depends on the type of gift, the situation, timing and value. 5

6 For example cash or cash equivalent gifts are never permissible. Giving tickets to an event when no Flint Group person is attending is also not permitted. A 200 EUR bottle of champagne would not be permitted but a 40 EUR bottle of wine would be allowed in the right situation. 11. Q If my local country expenses policy refers to different rules for gifts and entertainment and authority levels, what should I do? A Speak with your Finance department they will advise you. We will bring all regional and country expenses policies into line with the Gifts and Entertainment global policy. 12. Q If a gift is giving out of personal capacity (not a business claim) to a business associate, for eg: wedding / child birth, etc. Is this policy still apply.? The same principles apply for gifts given in a personal capacity as for a business capacity in order to avoid potentially difficult situations. If you are considering giving a personal gift, then please seek advice first. 6