GLOBAL ANTI-CORRUPTION COMPLIANCE POLICY
TASI Holdings, Inc., together with all TASI business entities and units, including Air Logic Power Systems, LLC; Automation Tool Company, Inc.; AW Company, Inc.; Bonfiglioli Engineering, Srl; Cincinnati Test Systems, Inc.; KEM Küppers Elektromechanik, GmbH; Litre Meter, Ltd; Sepha, Ltd; Sheepscot Machine Works, LLC; and Vögtlin Instruments AG. (collectively, the “Company”), is committed to carrying out its business activities in a fair, ethical and lawful manner. The Company views corruption and bribery very seriously and will not tolerate any form of bribery or corruption of any kind whether to improve the Company’s business position, for any personal gain for Company employees or otherwise.
The Company will comply with all applicable laws in the countries where it operates or carries on business – this includes the UK Bribery Act 2010 (“Bribery Act”), the US Foreign Corrupt Practices Act (“FCPA”), and other relevant legislation in other countries. In addition, this Global Anti-Corruption Compliance Policy (the “Policy”) is intended to cover agents, distributors, brokers, partners, consultants, lobbyists, contractors, joint venture partners, and other representatives acting on behalf of the Company (collectively, “Third Parties”).
No Company director, officer, employee or Third Party worldwide may pay or receive a Bribe (defined below), whether paid or received directly to or by an employee or indirectly to or by a Third Party. There is no need for the Bribe to be successfully made to be viewed as corrupt; offering, promising, requesting or soliciting a Bribe is also prohibited. Bribes can include money, gifts, hospitality, expenses, reciprocal favors, political or charitable contributions, or any direct or indirect benefit or consideration.
As used in this Policy, “Bribe” means the direct or indirect:
- Offering, promising, paying, giving, or authorizing the giving of anything of value or any advantage:
- to or for the benefit of a Foreign Government Official (defined below) in order to influence a Foreign Government Official for the purpose of obtaining or retaining business or an advantage in the conduct of business for the Company; or
- to obtain any improper benefit for the Company, to induce someone to perform a relevant duty improperly or to otherwise act in bad faith, as a reward for acting in the ways described or where acceptance of the advantage itself would be improper.
- Requesting or accepting anything of value or any advantage as a reward for acting, or as an inducement to act, improperly in relation to the awarding of business by the Company.
In each of the cases set out above, it does not matter (a) whether the advantage is offered, given or paid directly or to a Third Party; or (b) whether the advantage is requested or received directly or by a Third Party.
For the avoidance of doubt, there is no exception for facilitation payments. In some countries, it may be customary for Foreign Government Officials (defined below) to request payments to speed up a routine government action such as payments for (i) processing licences, permits, other official documents or government paperwork such as visas and work orders; or (ii) providing services such as police protection and mail pick-up and delivery. However, such facilitation payments made anywhere in the world are strictly prohibited by the Company, and you must not make such payments regardless of local custom.
If you are approached or asked for a facilitation payment or other Bribe you should explain that you are prohibited from making such payments as they are against the Company’s Policy. You may also mention that the payment is likely to be prohibited by law as well.
In any event, you must immediately report the fact and circumstances of the approach or request to the Global Anti-Corruption Compliance Officer or the relevant Anti-Corruption Compliance Manager (each defined below).
As used in this Policy, “Foreign Government Officials” means officials of any government department or agency, including elected officials; any private person acting on behalf of a government entity, even if only temporarily; officers, employees, and representatives of any public international organization (e.g., the United Nations); political parties and party leaders; candidates for public office; executives and employees of government-owned or government-run companies (such as a doctor in a state-controlled hospital); anyone acting on behalf of any of these officials; any individual holding a legislative, administrative or judicial position; or any person exercising a public function. Please note that because of the extraterritorial effect of the Bribery Act and the FCPA, the definition in this Policy also includes government officials from all jurisdictions throughout the world.
Responsibility & Ownership
This Policy has the full and complete backing of the Executive Management of the Company and the Board of Directors. It is the responsibility of all relevant employees of the Company to fully understand the Policy and to take the required actions outlined herein.
Jack Goffena has been appointed as the Global Anti-Corruption Compliance Officer of the Company. In addition, each of the following people has been appointed as the Anti-Corruption Compliance Manager at the indicated companies: Joanna Moncivaiz at Air Logic Power Systems, LLC; Adam Bernhardt at Automation Tool Company, Inc.; Marcia Miller at AW Company, Inc.; Riccardo Fortini at Bonfiglioli Engineering, Srl; Joanna Moncivaiz at Cincinnati Test Systems, Inc.; Silke Afzalian Mand at KEM Küppers Elektromechanik GmbH; Angela Vale at Litre Meter, Ltd.; Ian Hunter at Sepha, Ltd; Marcia Miller at Sheepscot Machine Works, LLC; and Philipp Fürrer at Vögtlin Instruments AG. It shall be the responsibility of the Global Anti-Corruption Compliance Officer, in conjunction with the Anti-Corruption Compliance Managers, to review this Policy and its implementation on an annual basis to ensure it continues to comply with applicable anti-corruption laws. The Global Anti-Corruption Compliance Officer has the authority to appoint new Anti-Corruption Compliance Managers as appropriate.
Training and Awareness
The Company will identify and train relevant employees and Third Parties for whom training regarding this Policy is appropriate in light of their circumstances and responsibilities. All relevant employees and Third Parties will be trained to ensure they are aware of the types of corruption and bribery, the risks of engaging in corrupt activity and bribery, this Policy, and how they may report suspected corruption and bribery. This will include all relevant newly hired employees and newly identified Third Parties. In addition, all relevant employees and Third Parties will periodically be made aware of the requirement for a declaration of compliance with the Policy. It is a requirement of the Company that all relevant employees and Third Parties sign a declaration on an annual basis confirming that they have read and understood the Policy and that they are in compliance with the provisions of the Policy.
All declarations of compliance by Company employees and Third Parties shall be submitted to the relevant Anti-Corruption Compliance Manager.
Anti-Bribery and Anti-Corruption Risk Assessment and Due Diligence
It is the responsibility of all relevant employees to ensure that Third Parties engaged on behalf of the Company are legitimate service providers. Before engaging any new Third Parties, relevant employees are required to undertake appropriate due diligence checks, including a corruption risk assessment of factors including the country in which the business is to be conducted, the Third Party’s potential business partners and the nature of the proposed project or transaction. With respect to existing Third Parties, a risk assessment will be performed to assess whether any further due diligence is necessary to undertake in connection with their work for the Company. All paperwork and records documenting the due diligence checks and risk assessment should be retained for a minimum of 5 years. In addition, all new contracts with Third Parties must contain anti-corruption provisions approved by the Berwind Law Department.
The attached Annex lists some Red Flags to watch out for as indicators of potential violations of anti-bribery or anti-corruption laws when dealing with Third Parties. If you become aware of any such Red Flags prior to entering into any arrangements with a new Third Party or during the course of an existing relationship, you should discuss your concerns with the relevant Anti-Corruption Compliance Manager before commencing or continuing to do business with the Third Party. Employees must not make a payment to a Third Party if they know or suspect that the person may use or offer all or a portion of the payment directly or indirectly as a Bribe.
Gift and Hospitality
Bona fide hospitality, promotional and other business expenditures which seek to improve the image of the Company, better present products and services or establish cordial relations are permitted, subject to certain approval limits described below.
Prior Approval for Certain Gifts and Hospitality - Unless prior authorization is obtained from the Global Anti-Corruption Compliance Officer, who will determine, in consultation with the relevant Anti-Corruption Compliance Manager and with the Berwind Law Department, whether the proposed activity is permissible under applicable laws, employees may not provide:
- any gifts, hospitality, or entertainment to a Foreign Government Official, or
- hospitality or entertainment to any customer greater than £200/US$300/€200 per person for any single event or over £800/US$1,000/€800 in any one calendar year for any customer ; (if TASI has separate sales to multiple independent business units of a company, each business unit is considered a separate customer) , or
- Gifts of over £100/US$150/€100 in value in any one calendar year for any customer. Gifts should preferably be of a nominal value e.g. Company logoed items.
With regard to a monetary amount referenced in this Policy, for any unspecified currency applicable to a jurisdiction, the amount will be equivalent to the US dollar limit in local currency based upon the prior year’s average exchange rate.Cash or cash equivalent gifts (e.g. gift vouchers) are prohibited in all circumstances.
Hospitality and entertainment is generally only permitted when a member of staff from the Company is also in attendance. However, if a member of staff will not be present, prior approval must be obtained from the relevant Anti-Corruption Compliance Manager.
Recording of Gifts and Hospitality – In addition to the standard Company Expense Policy, a detailed Gift and Hospitality Register shall be kept and recorded locally by each Anti-Corruption Compliance Manager.
All instances of customer entertaining or hospitality greater than £100/US$150/€100 per person per event will be recorded. If the combined total spent on any individual from a customer or business contact at one event is greater than £100/US$150//€100, it must be recorded on the Company’s Gift and Hospitality Register even if the individual items, e.g. dinner, drinks, even tickets are each below £100/US$150//€100. This Register has to be updated at the same time as expense reports are filed. It is the responsibility of the person making the expense claim to ensure that the Company’s Gift and Hospitality Register is updated by passing the required information to the relevant Anti-Corruption Compliance Manager or the Anti-Corruption Compliance Manager’s designee who is responsible for processing expense reports.
In addition, any hospitality or gift received by any Company employee from a business contact e.g. supplier, distributor, customer of a value greater than £100/US$150//€100 must be recorded on the Company’s Gift and Hospitality Register. If the Company recipient is unsure of the approximate value of any hospitality or gift received, it is the obligation of the recipient to disclose the hospitality or gift on the Company’s Gift and Hospitality Register unless the employee is certain it is below the £100/US$150//€100, e.g. an invitation to a corporate golf day is likely to be above the threshold and should be disclosed to the relevant Anti-Corruption Compliance Manager.The information that is required to be included in the Company’s Gift and Hospitality Register is as follows:
- The value of the expense in local currency.
- The detail of the expense, i.e. meal, type of gift or type of hospitality.
- The names of all attendees stating company name and position within company.
- The names and positions of all Company attendees.
- The relationship between the Third Party company and the Company and the reason for the gift or hospitality.
The information can be sent electronically when completing the expense form. Receipts are not required as they will be held with the relevant expense form. Failure to supply this information as required in this Policy on a timely basis will be viewed as a disciplinary matter.
Audits and Other Controls
It is important that anti-corruption procedures and controls are included in the day‑to‑day business processes of the Company. In addition to the risk assessment and due diligence described above, these should include but not be limited to:
- Appropriate review by the CFO of authorization controls in place regarding payments.
- Ongoing internal controls to ensure complete visibility of all payments.
- Regular audits being carried out (such audits shall include without limitation audits on the Gifts and Hospitality Register as well as audits on actual other payments made to Third Parties).
It is the policy of the Company not to make political donations of any kind.
Charitable donations may never confer a personal, financial, or political benefit on any Foreign Government Official. In addition, donations must not be made to influence the recipient or in exchange for any business advantage. All charitable donations must be reviewed to determine whether (i) the recipient is connected to any Foreign Government Official, (ii) the donation is connected to a request from a Foreign Government Official; (iii) the donation would personally benefit any Foreign Government Official, or (iv) would inappropriately benefit another Third Party.
Prior approval from the Global Anti-Corruption Compliance Officer must be obtained before requesting or authorising any donations in excess of £200/US$300/€200.
Hiring decisions must not benefit Foreign Government Officials. Providing a job or internship to a Foreign Government Official or a member of such official’s family to gain influence has been viewed as a Bribe by law enforcement authorities. Company employment decisions should be based on objective measures and may not be used to gain influence over a Foreign Government Official or any customer/supplier/Third Party. If a Government Official or customer/supplier/Third Party either offers to give a benefit to the Company or threatens to take adverse action in connection with a hiring decision, the suggested candidate may not be hired.
Transparency of Transactions
Transparency reduces the risk of corruption and money laundering. Written contracts with counterparties must accurately reflect the economics of the agreement.
Accuracy of Books and Records
Payments made and other compensation given to Company employees and other outside parties must be accurately reflected in the Company’s corporate books, records, and accounts in a timely manner and in reasonable detail. No undisclosed or unrecorded accounts of the Company may be established for any purpose. False, misleading, incomplete, inaccurate, or artificial entries in the books and records of the Company are strictly prohibited. Personal funds may not be used to accomplish what is otherwise prohibited by this and other Company policies.
How to Report Breaches/Who to Contact with Questions
Employees and Third Parties are required to report any suspected breach of this Policy to the relevant Anti-Corruption Compliance Manager (who must then inform the Global Anti-Corruption Compliance Officer), or the Berwind Law Department at +1 215-575-2319. Alternatively, reports may be made through the Business Conduct Hotline. The hotline may be accessed toll-free by dialling the access code for your country/provider set forth below followed by the number below. Alternatively, the hotline may be accessed directly as a standard toll number by dialling +1 888-310-9549 from any country.
|Country/Provider||Access Code*||Hotline Number|
|China Telecom - North||108-888||888-310-9549|
|China Telecom - South||10-811||888-310-9549|
|Korea - Telecom||00-729-11||888-310-9549|
|Mexico- Por Corbrar Spanish||01-800-112-2020||888-310-9549|
|UK - British Telcom||0-800-89-0011||888-310-9549|
|UK - C&W||0-500-89-0011||888-310-9549|
*For the most current list of AT&T Access Codes, visit this page.
In addition, you may submit a report through the following Business Code of Conduct URL: http://www.tnwgrc.com/berwindcode. The Global Anti-Corruption Compliance Officer or the Berwind Law Department will respond to all reports.
All reported allegations of actual or suspected bribery or corruption will be promptly and thoroughly investigated and dealt with appropriately by the Company’s Anti-Corruption Compliance team (which includes the Global Anti-Corruption Compliance Officer and the Company’s Chief Executive Officer) in consultation with the Berwind Law Department. This includes legal and/or disciplinary action in all cases where it is considered appropriate. The Company will not tolerate any retribution or retaliation against anyone who has, in good faith, sought out advice or reported a possible violation of this Policy, or refused to participate in activities that violate this Policy.
If any employee or Third Party has any questions regarding this Policy or how to deal with a potentially problematic situation, he or she should contact the relevant Anti-Corruption Compliance Manager, the Global Anti-Corruption Compliance Officer or the Berwind Law Department at +1 215-575-2319.
Consequences for Breaches of this Policy and Anti-Corruption Laws
Consequences for employees and Third Parties: This Policy is a key element of the Berwind Group Code of Conduct. Failure by employees to abide by this Policy will be dealt with according to the Disciplinary Policy of the Company and potentially will be treated as gross misconduct (or for cause) which may result in instant dismissal. A breach of this Policy by a Third Party may result in termination of the relationship. Where a case is referred to the police or other law enforcement agency, the Company is likely to co-operate fully with the criminal investigation which could lead to the employee or Third Party being prosecuted. Consequences of being involved in bribery may include suspension and termination from employment, imprisonment, disqualification from acting as a director and significant monetary fines against individuals.
Consequences for the Company and Company Management: Consequences may include the Company facing unlimited fines, confiscation of assets, damage to the corporate brand and reputation of the Company, loss of the ability to trade in certain jurisdictions, debarment from bidding for government contracts, loss of business, legal action by competitors, litigation and substantial investigation expenses.
In addition, under certain anti-corruption laws, the directors and senior officers of the Company can be held personally liable for the breaches committed by employees and Third Parties and face significant fines and/or imprisonment.
When dealing with Third Parties, some Red Flags to watch out for as indicators of potential violations of anti-bribery or anti-corruption laws include the following:
- A Foreign Government Official recommends that the Company hire a specific Third Party;
- The Third Party is a Foreign Government Official, a family member of a Foreign Government Official, or (if an entity) is owned or controlled by a government or a Foreign Government Official;
- The proposed compensation of a Third Party retained by the Company who is a sales representative or agent is unreasonably high compared to the market rate without a reasonable explanation;
- The sales prices to a Third Party who is a distributor are on other than market prices or terms;
- A Third Party retained by the Company requests that payments be made off-shore; in cash; to an unknown third party; be split among multiple accounts; be made to an account in a country other than where the third party or agent is located or business is to be performed; or any other unusual financial arrangements;
- A Third Party over-invoices (and subsequently requests a refund or rebate) or under-invoices (and separately requests additional payments); invoices for “special handling fees” or other non-descript fees; requests to back-date invoices;
- A Third Party that the Company seeks to retain lacks qualifications or staff to perform the expected services;
- A Third Party relies heavily on political or government contacts instead of technical skills, time invested, and knowledge of the Company’s products and services and the relevant industry;
- Upon checking references, you find that the Third Party has an unsavory reputation or is not well known in the industry;
- The Third Party (if an individual) has asked for his or her relationship with the Company to be kept secret from his or her employer;
- The Third Party has suggested that, because of its close relationships with key Foreign Government Officials, only organizations that partner with it will be able to secure certain government benefits;
- A Third Party that the Company seeks to retain will not agree to terms requiring compliance with anti-corruption laws;
- A country in which the Company is conducting or seeks to conduct business is a high risk location for corruption; or
- The same Third Party is repeatedly used for business without any reasonable justification for their repeated appointment;
- Cash payments to a Third Party or a customer;
- Pressure exerted for payments to be made urgently or ahead of schedule;
- Abusing decision process or delegated powers in specific cases;
- Unexplained preference for certain contractors during tendering period;
- Avoidance of independent checks, or normal processes on tendering or contracting;
- Raising barriers around specific roles or departments which are key in the tendering/contracting process;
- Missing documents or records regarding meetings or decisions;
- Company procedures or guidelines not being followed;
- The payment of or making funds available for high value expenses or school fees, etc. on behalf of others; and
- Individual never takes time off even if ill, or on holidays, is resistant to allowing others to access his/her files, or insists on dealing with specific contractors him/herself.