Business Partner Approval Tool Getting Started Presentation MAN SE Compliance BPA-Tool Presentation Version 2.0 (February 2011) 1
Contents Slide Group Policy MAN 602 3-4 Business Partner Approval Tool - Overview 5 Scope of Application of BPA-Tool 6-9 Overview: Risk-based Screening Process 10 Overview: Risk-based Approval Responsibilites 11 Overview: Process Steps, Roles and Responsibilities 12 Roles and Responsibilites 13-14 CDD Questionnaire 15 Data Protection Forms 16 BPA-Tool: Where to find? 17 BPA-Tool Materials ( Help Me ) and Service Desk ( Contact ) 18-21 MAN SE Compliance BPA-Tool Presentation Version 2.0 (February 2011) 2
Group Policy MAN 602 Engaging Business Partners with an Intermediary and/or Representative Function When initiating and / or conducting its business dealings, the MAN Group ( MAN ) often integrates business partners with an intermediary and / or representative function who act in a sales support capacity in the interests of or by order of MAN ( Business Partner ). The Business Partners marketing assistance is of great value to MAN s business. The Business Partners knowledge of the local language, customs, laws and businesses opens up important markets and establishes essential contacts. However, since these Business Partners do not form part of MAN, it is difficult to ensure their adherence to the same high ethical standards that are common for MAN. In order to minimize the risk of the remuneration paid by MAN to Business Partners being used as corruption funds, Group Policy MAN 602 prescribes the specific steps to be taken when reviewing Business Partners. Group Policy MAN 602 primarily governs the mandatory use of the Business Partner Approval Tool ( BPA-Tool ), a web-based application that enables a Business Partner s integrity to be reviewed and MAN s cooperation with the Business Partner to be approved quickly, transparently and comprehensively. The policy also lays down the minimum standards that contracts concluded with Business Partners have to fulfill and stipulates the rules that apply to documenting and archiving contracts as well as the verification steps to be taken before paying remuneration to a Business Partner. MAN SE Compliance BPA-Tool Presentation Version 2.0 (February 2011) 3
Group Policy MAN 602 Engaging Business Partners with an Intermediary and/or Representative Function Integrity Assessment of Business Partner mandatory use of BPA-Tool (https://bpa.dc.man.lan) Contracting with Business Partner only written standard contracts including anti-corruption clause, non-assignment clause and audit right clause Documentation and Archiving Selection, engagement and performance of Business Partners must be documented continuously and comprehensively Payment of Remuneration to Business Partner Separation of Duties: Accounting must review whether all payment conditions are met MAN SE Compliance BPA-Tool Presentation Version 2.0 (February 2011) 4
Business Partner Approval Tool Introduction MAN has to conduct a reliable screening of its intermediaries before engaging them. To facilitate the assessment of a Business Partner s integrity MAN has implemented the BPA-Tool. The BPA-Tool must be used by all MAN Group companies for the integrity-related screening of all Business Partners with an intermediary and / or representative function that work for or with MAN. Global Policy Group Policy MAN 602 Engaging Business Partners with an Intermediary and / or Representative Function Process Global Process Entry of Business Partner & MAN Key Data Risk Assessment Due Diligence Release Review Approval Entry of Contract Key Data Global IT-Tool Implementation via the Business Partner Approval-Tool MAN SE Compliance BPA-Tool Presentation Version 2.0 (February 2011) 5
BPA-Tool Scope of Application Business Partners in the sense of the BPA-Tool are all types of intermediaries or representatives that act in a sales support capacity and who act in the interest or on behalf of a MAN entity to support MAN in selling goods or services on both the private and public sector by exercising one or more of the following activities: The Business Partner purchases MAN products directly from MAN and resells them on its own account and in its own name in a defined contractual territory and is obliged to establish a sales network (sales and after-sales) in the contractual territory. An example of a Business Partner in this category would be an importer. The Business Partner purchases MAN products directly from MAN and resells them on its own account and in its own name to third parties (without having added significant value to the products, e.g. by assembling them with or integrating them into other products, remodeling or altering them, completing them with other products or further processing them) and additionally fulfills at least one of the following two criteria: 1. The agreement with the Business Partner stipulates a continuing obligation of MAN to sell products to the Business Partner for the term of the agreement. This is in contrast to an occasional reseller that purchases products from MAN based only on a purchase agreement and not on a framework agreement; 2. The Business Partner is stipulated by third parties. An example of a Business Partner in this category would be a dealer. MAN SE Compliance BPA-Tool Presentation Version 2.0 (February 2011) 6
BPA-Tool Scope of Application Business Partner is a company that is specialized in the manufacturing and/or installation of body fittings for special purpose vehicles. It is of no relevance whether (i) MAN purchases a body fitting from such company or whether (ii) MAN sells chassis to such company. Such Business Partners are referred to as a so-called bodybuilder. Bodybuilder that transact business with MAN and the end-customer on the basis of two separate invoices sent to the end-customer do not need to be evaluated, i.e., they are not considered as Business Partners in terms of Group Policy MAN 602. In these cases, the end customer purchases a chassis directly from MAN and the respective body fitting directly from the bodybuilder on the basis of two separate orders/contracts. In this case MAN invoices the end-customer directly only for the MAN chassis. The Business Partner purchases only spare parts and tools from MAN and renders after-sales services (e.g., maintenance, warranty and repair work) on MAN products. He may possibly - but not necessarily - procure direct sales of MAN products between MAN and the customer on a case-by-case basis. An example of a Business Partner in this category would be an after-sales partner. The activity refers to a Business Partner that arranges transactions as an independent contractor, in a defined territory, with regard to specific MAN products and / or services. The contract relating to the sale of products and / or the rendering of services will be concluded between MAN and the customer. If the Business Partner procures the sale of MAN products and/or services between MAN and the customer only on a case-by-case basis, but primarily purchases and resells MAN products on its own account as described in the previous two categories, it then does not fall within this category. An example of a Business Partner in this category would be a (sales) agent. MAN SE Compliance BPA-Tool Presentation Version 2.0 (February 2011) 7
BPA-Tool Scope of Application The activity refers to a Business Partner that provides assistance in obtaining sales or other orders and does not fall within the previous category. The activity is generally project-related and may include, e.g.: assisting MAN in the preparation of a bid and during a tender process; preparation and organization of meetings between MAN and the customer; advice and support regarding local conditions, laws, regulations and customs as well as the competences of authorities involved in the project; interpreting and translation services; handling the correspondence between MAN and the customer; keep MAN updated on the progress of the project and advise on project management; procurement of single sales between MAN and the customer ("Gelegenheitsvermittler"); An example of a Business Partner in this category would be a business consultant. The Business Partner performs a certain advocacy vis-à-vis public authorities with the intention to influence political decisions made by the government. This includes all attempts to influence legislators, constituents or organized groups for the benefit of MAN - e.g., by initiating or participating in close, regular dialogues with politicians or by working with numerous associations and seeking dialogue in various platforms. An example of a Business Partner in this category would be a lobbyist. The Business Partner and MAN cooperate in a joint business activity to pursue a mutual endeavor. Each participant retains its separate legal status and the cooperation may represent and obligate the participants only as far as the mutual endeavor is concerned. An example of a Business Partner in this category would be a consortium partner. In case the cooperation comprises of an internal consortium led by MAN (MAN = consortium leader) the consortium partners do not need to be evaluated, i.e., they are not considered Business Partners in terms of Group Policy MAN 602. MAN SE Compliance BPA-Tool Presentation Version 2.0 (February 2011) 8
BPA-Tool Scope of Application The Business Partner and MAN form a legal entity to undertake an economic activity together. They then share in the revenues, expenses and "control" of the enterprise. The venture can be set up for a specific project or a continuing business relationship. An example of a Business Partner in this category would be a joint venture partner. The Business Partner is hired to process the transit of imported or exported goods through customs. He may also conduct the transportation of goods or render logistic services. An example of a Business Partner in this category would be a customs clearing agent. The Business Partner is instructed to recover MFI owned vehicles or other MFI assets generally after (ordinary or extraordinary) termination of the respective lease or other financing agreement between MFI and the lessee. i.e. to make available the possession of the assets to MFI in the event that these assets are not returned by the lessee after termination of the agreement. Such Business Partners are referred to as a so-called repossession agents. The Business Partner uses MAN know-how / IP-rights by way of a license, limited to a defined territory, customer and / or project. The products which the Business Partner manufactures are based on the MAN know-how / IPrights. The Business Partner additionally needs to meet the following two criteria: 1. MAN grants permission to the Business Partner to distribute the respective products under the MAN trademark and 2. the Business Partner does not sell the respective products exclusively to MAN. An example of a Business Partner in this category would be a licensee. MAN SE Compliance BPA-Tool Presentation Version 2.0 (February 2011) 9
Overview Risk-based Screening Process = Compliance Due Diligence Entry of Business Partner & MAN Key Data Risk Classification Due Diligence Release Review Approval Entry of Contract Key Data Risk Classification Due Diligence higher Due Diligence higher risk medium 9 questions for Risk Classification Internet search Check against Sanctioned Party List Due Diligence lower risk Due Diligence medium risk lower MAN SE Compliance BPA-Tool Presentation Version 2.0 (February 2011) 10
Overview Risk-based Approval Responsibilities Risk Release Review Approval higher Management Compliance Division Corporate Compliance Office medium Management Compliance Division lower Management MAN SE Compliance BPA-Tool Presentation Version 2.0 (February 2011) 11
Overview Process Steps, Roles and Responsibilities Entry of Business Partner Key Data Entry of MAN Key Data Risk Assessment Due Diligence Release (lower, medium & higher risk) Review (medium & higher risk) Approval (higher risk) Entry of Contract Key Data Originator Releaser Reviewer Approver Originator Sales Management Compliance Sales MAN SE Compliance BPA-Tool Presentation Version 2.0 (February 2011) 12
Roles and Responsibilities Sales Organization Enters the Key Data for the Business Partner and the Compliance Due Diligence Performs the Risk Assessment Assesses the Business Partner s integrity by providing all the information required for the Due Diligence depending on the risk category assigned to the Business Partner in the Risk Assessment Submits the Compliance Due Diligence for Release to the Management Enters the Contract Key Data upon Approval of the Compliance Due Diligence (= so-called Originator ) Management Examines the information submitted by the Sales Organization and, if necessary, gathers further information either on its own or through the Sales Organization Medium and Higher Risk cases: Releases the Compliance Due Diligence and submits it for Review to the Compliance Officer or stops the Process ( Stopped in Release ) Lower Risk cases: Approves or disapproves the Compliance Due Diligence (= so-called Releaser ) MAN SE Compliance BPA-Tool Presentation Version 2.0 (February 2011) 13
Roles and Responsibilities Compliance Officer Divisions & Compliance Manager Regions / Units Examines the information contained in the Compliance Due Diligence and, if necessary, gathers further information either on his/her own or through the Sales Organization Higher Risk Cases: Reviews the Compliance Due Diligence and submits it to the Corporate Compliance Office for Approval or stops the Process ( Stopped in Review ) Medium Risk Cases: Approves or disapproves the Compliance Due Diligence (= so-called Reviewer ) Corporate Compliance Office Examines the information contained in the Compliance Due Diligence and, if necessary, gathers further information either on its own or through the Sales Organization Higher Risk Cases: Approves or disapproves the Compliance Due Diligence (= so-called Approver ) BPA-Tool Project Team Supports the implementation of the BPA-Tool and its worldwide roll-out Constantly manages, maintains, improves and enhances the BPA-Tool Provides training / background material, forms and checklists ( Help me ), supports the Service Desk ( Contact ) and holds on-site trainings for the users Ensures that the legal requirements are fulfilled MAN SE Compliance BPA-Tool Presentation Version 2.0 (February 2011) 14
CDD Questionnaire Forms The following forms can be used for obtaining the relevant information from the Business Partner: Risk Category Higher Business Partner is Legal entity Questionnaire Legal Entities High Risk Business Partner is Individual Questionnaire Individuals High Risk Medium Questionnaire Legal Entities Medium Risk Questionnaire Individuals Medium Risk MAN SE Compliance BPA-Tool Presentation Version 2.0 (February 2011) 15
Data Protection Forms Collecting and storing information about Business Partners and / or their Key Persons is subject to Data Protection laws. Please ensure that the following forms are used accordingly before performing your Due Diligence on the Business Partner: Risk Category Higher Medium Business Partner is Legal entity Consent Form to be signed by Business Partner Business Partner is Individual Consent Form to be signed by Business Partner Lower Notice Hand out to Business Partner (for information purposes only) Notice Hand out to Business Partner (for information purposes only) MAN SE Compliance BPA-Tool Presentation Version 2.0 (February 2011) 16
BPA-Tool Where to find it? https://bpa.dc.man.lan/bpa Note: Users from a former MAN Turbo domain (SBU Turbomachinery, BU PrimeServ Turbo) or from the MAN SE domain please use the following link to the BPA-Tool: https://bpa.dc.man.lan/bpa/login/login.jsp MAN SE Compliance BPA-Tool Presentation Version 2.0 (February 2011) 17
Training BPA-Tool Link to the BPA-Tool: https://bpa.dc.man.lan/bpa Note: For Users from a former MAN Turbo domain (SBU Turbomachinery, BU PrimeServ Turbo) and from the MAN SE domain the link to the BPA-Tool is: https://bpa.dc.man.lan/bpa/login/login.jsp Press button to resume already started Compliance Due Diligence ( CDD ) or to search for such CDDs that you have rights in. Press button to search for a Business Partner ( BP ). Add new Business Partner (if your search for existing BP did not find any matches) For personal assistance on the BPA-Tool, IT support or general Compliance issues you find contact details here. Link to Training / Background Material, Data Protection Forms and the Due Diligence Questionnaires. MAN SE Compliance BPA-Tool Presentation Version 2.0 (February 2011) 18
Training BPA-Tool Press button to resume already started Compliance Due Diligence ( CDD ) or to search for such CDDs that you have rights in. Press button to search for a Business Partner ( BP ). Add new Business Partner (if your search for existing BP did not find any matches) MAN SE Compliance BPA-Tool Presentation Version 2.0 (February 2011) 19
BPA-Tool Materials Help me Training / Background Material Data Protection Forms Due Diligence Questionnaires BPA-Tool Presentation BPA-Tool Manual Group Policy MAN 602 Data Protection Guidelines Consent Form (Legal Entities Medium and High Risk) Notice (Legal Entities Low Risk) Consent Form (Individuals Medium and High Risk) Notice (Individuals Low Risk) CDD Questionnaire Legal Entities High Risk CDD Questionnaire Legal Entities Medium Risk CDD Questionnaire Individuals High Risk CDD Questionnaire Individuals Medium Risk MAN SE Compliance BPA-Tool Presentation Version 2.0 (February 2011) 20
BPA-Tool Service Desk Contact BPA-Tool Service Desk Contact the BPA Service Desk for System related issues General questions concerning the BPA-Tool and the process of conducting a Business Partner Compliance Due Diligence vipline@man.eu 0049. 89. 1580-7111 Compliance Help Desk Contact the Compliance Help Desk for Questions concerning the Group Policy MAN 602 - Engaging Business Partners with an Intermediary and/or Representative Function compliance.helpdesk@man.eu 0049. 89. 36098-555 MAN SE Compliance BPA-Tool Presentation Version 2.0 (February 2011) 21