Anti-Bribery

Goals, Objectives and Application of Anti-Corruption Policies

Aggregion has assumed an obligation to combat corruption and bribery and adhere to the highest standards of business ethics in all its activities under any circumstances. When interacting with government officials and agencies, we comply with all applicable anti-corruption laws in the countries where we do business, including, specifically, the Bribery Act 2010 (UK) and the Foreign Corrupt Practices Act (USA).

We also adhere to the principles of ethical business and comply with all other applicable laws and Aggregion’s own internal policies. Under no circumstances do we tolerate bribery when making transactions, doing business, gaining access, or for any other purpose whatsoever. Bribery and corruption can never be justified.

This policy is mandatory for all Aggregion personnel and any other person or organisation that collaborates or would like to collaborate with Aggregion. Every one of us has a responsibility to ensure transparency and openness when making any transactions or conducting Aggregion’s business.

Aggregion’s personnel must take particular care when dealing with third parties engaged on behalf of, or on instructions from, our company. Such third parties may include representatives, distributors, professionals, brokers, agents, intermediaries, suppliers, consultants, and other business partners rendering services to Aggregion or to other parties on its behalf. This policy requires that Aggregion as a company, as well as it directors, officers, employees and third parties that collaborate or want to collaborate with Aggregion, oppose corruption and bribery in any shape or form.

Policy Provisions

1. We do not “pay to play”


Our company operates in a number of countries that have laws in effect prohibiting bribery by anyone (rather than just foreign officials) for the purpose of acquiring or maintaining access to business opportunities. Aggregion strives to compete exclusively on the basis of the quality and cost of its products and services, and abstains from any and all ‘pay to play’ arrangements. Giving or receiving gifts, including those booked as travel or entertainment expenses, may be deemed to constitute corruption.

2. No bribery. No corruption


Persons affiliated with Aggregion must not offer, promise, pay, or authorise payment of cash, nor give gifts or anything of value to government servants or officials, or to the personnel of government-owned or controlled companies, for the purpose of:

1) Exerting influence on any actions or decisions of such officials;

2) Enticing an official to use the powers of their office to exert influence on any actions or decisions by others;

3) Gaining any advantage for Aggregion, or acquiring or maintaining access to any business opportunities. In this regard, ‘persons affiliated with Aggregion’ shall mean employees, directors, officials, agents, representatives, contractors, suppliers and other business partners. Some of the terms and definitions used in this document are set out below in more detail.

a) Government servant. The terms ‘government servant’ or ‘government official’ should be understood in the broadest sense possible, to include not just employees or personnel of government bodies, agencies or ministries as they are commonly understood, but also personnel of international government agencies, representatives of political parties and employees of government-owned or government-controlled entities, including government-owned and government-controlled companies.

b) Acquiring or maintaining access to business opportunities. Similarly, ‘acquiring or maintaining access to business opportunities’ should be understood broadly, and include any actions that do not only seek to win specific government orders, but may also give Aggregion a competitive advantage as such may be commonly understood, such as assistance obtaining any licences or permits issued by the state.

c) Government-owned businesses. There are government-owned businesses in many countries in which we operate, and they may be perceived internationally as particularly susceptible to corruption. To avoid any allegations of corruption, we must be particularly careful when building relationships or making agreements between Aggregion and any government-owned businesses.

d) Anything of value. The term ‘anything of value’ should be understood in the broadest sense, well beyond cash and cash equivalents. This may include payment of travel costs, services rendered, an invitation to a free round of golf or other entertainment that may be perceived as excessive or unusual for any specific business deal, as well as assuming or forgiving debts, offering personal services, offers of employment, and even certain charitable contributions.

3. Accurate accounting and reporting


We have assumed an obligation to maintain our books in a good faith manner, comply with all reporting requirements, and exercising proper internal controls over our accounting practices. It is prohibited to use Aggregion’s funds or other assets for any unlawful, illegal or unethical purpose whatsoever, directly or indirectly. All Aggregion personnel have a responsibility to maintain books and records and file appropriate reports in an accurate, good faith manner to properly account for all company transactions and assets. Employees are prohibited from distorting any accounting records, withholding information about any transactions whatsoever, or failing to exercise proper accounting controls, thus facilitating distortion or withholding of information.

Accurately recording all payments and costs is a matter of principle. Consequently, all our employees must comply with all standards, provisions, laws, and Aggregion guidelines that may be applicable to accounting and financial reporting. In particular, employees must prepare and file accounting records and financial statements in an accurate and timely manner. When making transactions involving government employees or officials mentioned earlier in this policy document, employees must obtain all required approvals from Aggregion’s General Director and, where applicable, foreign government bodies outside the UK.

Before making or authorising any payments to any non-UK government servants, an Aggregion employee or agent must ascertain that no part of any such payment is made for a purpose other than that reflected in Aggregion’s books and financial statements.

It is prohibited to engage in fraudulent accounting for any purpose whatsoever or to make transactions that are not reflected in Aggregion’s books.

It is also prohibited to make incorrect or fraudulent entries into Aggregion’s books or file inaccurate financial statements. All Aggregion personnel are likewise prohibited from using their personal funds for any purposes prohibited as a matter of company policy.

4. Trade, travel and entertainment expenses


This document recognises commonly accepted business expenses that directly relate to doing business in good faith, which may include incidental gifts of promotional items with company logos, ON CONDITION THAT any such expense has been agreed upon and approved in accordance with Aggregion’s applicable policy documents. Any trade-related or entertainment expenses in excess of £100 to be paid for a ‘foreign government official’ require prior approval from the legal department.

5. Charitable contributions. Under some circumstances, charitable contributions made by Aggregion or on its behalf outside the UK, or charitable contributions made at the request of or on behalf of a foreign government official may be construed as a type of bribery. It is hereby prohibited to make any charitable contributions in the absence of a prior approval by the General Director or the legal department.

6. Mandatory due diligence with respect to prospective agents, distributors and other third parties Engaging agents to act on Aggregion’s behalf or represent Aggregion in different countries entails a substantial risk of corruption. However, this risk can largely be controlled by doing proper due diligence. When engaging or hiring third parties, it is important to understand and comply with all policy requirements with respect to prospective agents, distributors, representatives and other business partners jointly referred to as third parties.

7. All provisions of Anti-Corruption Policies Internationally are mandatory for all Aggregion personnel and third parties as defined above.

8. Reporting violations or concerns. We encourage all Aggregion employees to ask questions about this policy and related procedures. Every employee has an obligation to report any incidence of bribery, attempted bribery, or offers of illicit payments or benefits that they may be aware of to their department head or immediate superior.

9. Additional open sources of information The following publicly available resources contain additional information on applicable anti-corruption law and international treaties. Please note that some of the URL addresses may change and certain documents may be amended or removed and thus become unavailable.

The Bribery Act of 2010 (UK) http://www.legislation.gov.uk/ukpga/2010/23/contents

The Foreign Corrupt Practices Act of 1977 (FCPA) (USA) http://www.justice.gov/criminal/fraud/fcpa/statutes/regulations.html

The United Nations Convention against Corruption http://www.unodc.org/unodc/en/treaties/CAC/

The Criminal Law Convention on Corruption of the Council of Europe (January 1999, available in English and French) http://conventions.coe.int/treaty/en/treaties/html/173.htm

OECD Anti-Bribery Convention (officially known as the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions) http://www.oecd.org/corruption/oecdantibriberyconvention.htm