Anti-CorruptionEthicsComplianceHandbook

BUSINESS APEC Anti- Business Rules on Good Practice PRINCIPLE Corruption Code Principles for Combating Guidance on of Conduct for Countering Corruption Internal Business Bribery Controls, Ethi and Complian contract payment to government or party officials or to employees of the other contracting party, their close relatives, friends or Business Partners or (ii) using intermediaries such as agents, subcontractors, consultants or other Third Parties, to channel payments to government or party officials, or to employees of the other contracting party, their relatives, friends or Business Partners. … Part III: Elements of an Efficient Corporate Compliance Programme … Article 10 (Elements of a 88

e Principles for Integrity Compliance UN Convention Multi-National Countering Guidelines against Corruption Enterprise Bribery (UNCAC) ics Guidelines nce including on any contract payment or portion of a contract payment, or by any means or channels to provide improper benefits to customers, agents, contractors, suppliers or employees thereof. 4.1.3: The Programme should provide guidance on the meaning and scope of this prohibition, with particular attention to areas of high risk to a company in its business sector. ANTI-CORRUPTION ETHICS AND COMPLIANCE HANDBOOK FOR BUSINESS © OECD – UNODC – World Bank 2013

BUSINESS APEC Anti- Business Rules on Good Practice PRINCIPLE Corruption Code Principles for Combating Guidance on of Conduct for Countering Corruption Internal Business Bribery Controls, Ethi and Complian Detailed 3. Scope and 5. Scope of the Corporate Companies policies for Guidelines: Programme: The Compliance should consid particular risk A. Charitable Programme Programme): inter alia, the areas Contributions: should address … following goo (Corresponding The enterprise the most Each Enterprise practices…: handbook should ensure prevalent forms of should consider… 5. ethics and chapter: C5) that charitable bribery relevant to … compliance contributions and the enterprise but b) establishing a programmes o sponsorships are at a minimum clearly articulated measures not used as a should cover the and visible policy designed to subterfuge for following areas: reflecting these prevent and bribery, and all 5.1. Conflicts of Rules and binding detect foreign charitable interest for all directors, bribery, applica contributions and 5.1.1. The officers, to all directors, employees and Third Parties and applying to all controlled subsidiaries, foreign and domestic Part II: Corporate Policies to Support Compliance with the Anti- Corruption Rules: … Article 4: Political and Charitable Contributions and ANTI-CORRUPTION ETHICS AND COMPLIANCE HANDBOOK FOR BUSINESS ©OECD – UNODC – World Bank 2013

e Principles for Integrity Compliance UN Convention Multi-National Countering Guidelines against Corruption Enterprise Bribery (UNCAC) ics Guidelines nce der, Enterprises 4.2 Political 4.3. Gifts, Hospitality, Article 12 §2 e should… contributions Entertainment, Travel (b) ”Promoting the od 4.2.1 The and Expenses: development of 3. Prohibit or enterprise, its Establish controls and standards and or discourage, in employees or procedures covering procedures internal company intermediaries gifts, hospitality, designed to able controls, ethics should not make entertainment, travel or safeguard the , and compliance direct or indirect other expenses to integrity of relevant programmes or contributions to ensure that they are private entities, measures, the political parties, reasonable, do not including codes of use of small party officials, improperly affect the conduct for the facilitation candidates or outcome of a business correct, honourable payments, which organizations or transaction, or and proper are generally individuals otherwise result in an performance of the 89

BUSINESS APEC Anti- Business Rules on Good Practice PRINCIPLE Corruption Code Principles for Combating Guidance on of Conduct for Countering Corruption Internal Business Bribery Controls, Ethi and Complian sponsorships enterprise should Sponsorships officers, and should be employees, an transparent and establish policies a) Enterprises applicable to a made in entities over accordance with and procedures to should only make which a compa applicable has effective domestic law. identify, monitor contributions to control, includi B. Gifts, subsidiaries, o Hospitality and and manage political parties, inter alia, the Expenses: The following areas enterprise should conflicts of party officials and gifts; ii) prohibit the offer hospitality, or receipt of gifts, interest which candidates in entertainment hospitality or and expenses expenses give rise to a risk accordance with iii) customer whenever such travel; arrangements of bribery, actual, applicable law iv)political would be in contributions violation of potential or and public charitable applicable donations and domestic law. perceived, disclosure sponsorships C. Facilitation vi) facilitation Payments: including those of requirements. The payments; an Recognizing that vii) solicitatio facilitation its directors, amount and and extortion payments are prohibited under officers, timing of political the anti-bribery laws of most employees and contributions countries, enterprises contracted parties should be should eliminate them. Facilitation such as agents, reviewed to payments, also called ‘facilitating’, lobbyists and ensure that they other are not used as a intermediaries. subterfuge for 5.2 Bribes corruption. 5.2.1 The b) Enterprises enterprise should should take prohibit all forms measures within of bribery whether their power to they take place ensure that directly or through charitable third parties. contributions and 5.2.2 The sponsorships are enterprise should not used as a also prohibit its subterfuge for employees from corruption. soliciting, Charitable arranging or contributions and accepting bribes sponsorships 90

e Principles for Integrity Compliance UN Convention Multi-National Countering Guidelines against Corruption Enterprise Bribery (UNCAC) ics Guidelines nce nd illegal in the engaged in improper advantage. activities of business all countries where politics, as a 4.4. Political and all relevant they are made, subterfuge for Contributions: Only professions and the any and, when such Bribery. make contributions to prevention of payments are 4.2.2 All political political parties, party conflicts of interest, ing made, accurately contributions officials and candidates and for the on, record these in should be in accordance with promotion of the use books and transparent and applicable laws, and of good commercial s: i) financial made only in take appropriate steps practices among records… accordance with to publicly disclose all businesses and in t applicable law. political contributions the contractual s; 7. Not make 4.2.3 The (unless secrecy or relations of illegal Programme confidentiality is legally businesses with the s; v) contributions to should include required). State.” candidates for controls and 4.5. Charitable Companies to ban d public office or to procedures to Donations & unequivocally s; political parties or ensure that Sponsorships: Take facilitation n to other political improper political measures within the payments. nd organisations. contributions are party's power to ensure This principle is on Political not made. that their charitable extrapolated from n; contributions 4.3 Charitable contributions are not article 12 §4 of the should fully contributions and used as a subterfuge for Convention which comply with public sponsorships Misconduct. Unless provides for States disclosure 4.3.1 The secrecy or Parties to requirements and enterprise should confidentiality is legally “…disallow the tax should be ensure that required, all charitable deductibility of reported to senior charitable contributions and expenses that management. contributions and sponsorships should be constitute bribes, the sponsorships are publicly disclosed. latter being one of not used as a 4.6. Facilitation the constituent subterfuge for Payments: The party elements of the Bribery. should not make offences established 4.3.2 All facilitation payments. in accordance with charitable articles 15 and 16 contributions and [bribery] of this ANTI-CORRUPTION ETHICS AND COMPLIANCE HANDBOOK FOR BUSINESS © OECD – UNODC – World Bank 2013

BUSINESS APEC Anti- Business Rules on Good Practice PRINCIPLE Corruption Code Principles for Combating Guidance on of Conduct for Countering Corruption Internal Business Bribery Controls, Ethi and Complian ‘speed’ or ‘grease’ intended for the should be payments are employee’s transparent and in small payments benefit or that of accordance with made to secure or the employee’s applicable law. expedite the family, friends, c)Enterprises performance associates or should establish of a routine action acquaintances. reasonable to which the 5.3 Political controls and enterprise is contributions procedures to entitled. 5.3.1 The ensure that D. Political enterprise, its improper political Contributions: employees, and charitable The enterprise, its agents, lobbyists, contributions are employees or or other not made. Special intermediaries, intermediaries care should be should not make should not make exercised in direct or indirect direct or indirect reviewing contributions contributions to contributions to to political parties, political parties, organizations in party officials, organisations or which prominent candidates, individuals political figures, or organizations or engaged in their close individuals politics, as a way relatives, friends engaged in of obtaining and Business politics, as advantage in Partners are a subterfuge for business involved. bribery. transactions. Article 5: Gifts All political 5.3.2 The and hospitality: contributions enterprise should Enterprises should be publicly disclose should establish transparent and all its political procedures made only in contributions. covering the offer accordance with 5.4 Charitable or receipt of gifts applicable law. contributions and hospitality in The Program and order to ensure ANTI-CORRUPTION ETHICS AND COMPLIANCE HANDBOOK FOR BUSINESS ©OECD – UNODC – World Bank 2013

e Principles for Integrity Compliance UN Convention Multi-National Countering Guidelines against Corruption Enterprise Bribery (UNCAC) ics Guidelines nce sponsorships Convention and, should be where appropriate, transparent and other expenses made in incurred in accordance with furtherance of applicable law. corrupt conduct”. 4.3.3 The The Convention Programme provides for States should include Parties to criminalize controls and a range of procedures to manifestations of ensure that corruption: bribery improper of national public charitable officials (article 15); contributions and bribery of foreign sponsorships are public officials and not made. officials of public 4.4 Facilitation international payments organizations (article 4.4.1 Recognizing 16); trading in that facilitation influence (article 18); payments* are abuse of function prohibited under (article 19); illicit the anti-bribery enrichment (article laws of most 20); embezzlement countries, in the private sector enterprises which (article 22); have not yet laundering of eliminated them proceeds of entirely should corruption (article support their 23); and obstruction identification and of justice (article 25). elimination by (a) explaining in their 91 Programme that

BUSINESS APEC Anti- Business Rules on Good Practice PRINCIPLE Corruption Code Principles for Combating Guidance on of Conduct for Countering Corruption Internal Business Bribery Controls, Ethi and Complian should include sponsorships that such controls and 5.4.1 The arrangements (a) procedures to enterprise should comply with ensure that ensure that national law and improper political charitable applicable contributions contributions and international are not made sponsorships are instruments; (b) not used as a are limited to subterfuge for reasonable and bribery. bona fide 5.4.2 The expenditures; (c) enterprise should do not improperly publicly disclose affect, or might be all its charitable perceived as contributions and improperly sponsorships. affecting, the 5.5 Facilitation recipient’s payments independence of 5.5.1 Recognising judgement that facilitation towards the giver; payments are (d) are not bribes the contrary to the enterprise should known provisions prohibit them. of the recipient’s 5.6 Gifts, code of conduct; hospitality and and (e) are expenses neither offered or 5.6.1 The received too enterprise should frequently nor at develop a policy an inappropriate and procedures to time. ensure that all Article 6: gifts, hospitality Facilitation and expenses are payments: bona fide. The Facilitation 92

e Principles for Integrity Compliance UN Convention Multi-National Countering Guidelines against Corruption Enterprise Bribery (UNCAC) ics Guidelines nce facilitation payments are generally illegal in the foreign country concerned, (b) emphasizing in their Programme that they are of limited nature and scope and must be appropriately accounted for, and (c) including in their Programme appropriate controls and procedures for monitoring and oversight of facilitation payments by the enterprise and its employees. 4.5 Gifts, hospitality and expenses 4.5.1 The enterprise should prohibit the offer or receipt of gifts, hospitality or expenses whenever such ANTI-CORRUPTION ETHICS AND COMPLIANCE HANDBOOK FOR BUSINESS © OECD – UNODC – World Bank 2013

BUSINESS APEC Anti- Business Rules on Good Practice PRINCIPLE Corruption Code Principles for Combating Guidance on of Conduct for Countering Corruption Internal Business Bribery Controls, Ethi and Complian enterprise should payments are prohibit the offer, unofficial, giving or receipt improper, small of gifts, hospitality payments made or expenses to a low level whenever they official to secure could influence or or expedite the reasonably be performance of a perceived to routine or influence necessary action improperly the to which the payer outcome of of the facilitation business payment is legally transactions. entitled. Facilitation payments are prohibited in most jurisdictions. Enterprises should, accordingly, not make such facilitation payments, but it is recognized that they may be confronted with exigent circumstances, in which the making of a facilitation payment can hardly be avoided, such as duress or when ANTI-CORRUPTION ETHICS AND COMPLIANCE HANDBOOK FOR BUSINESS ©OECD – UNODC – World Bank 2013

e Principles for Integrity Compliance UN Convention Multi-National Countering Guidelines against Corruption Enterprise Bribery (UNCAC) ics Guidelines nce arrangements could improperly affect, or might be perceived to improperly affect, the outcome of a procurement or other business transaction and are not reasonable and bona fide expenditures. 4.5.2 The Programme should include controls and procedures, including thresholds and reporting procedures, to ensure that the enterprise’s policies relating to gifts, hospitality and expenses are followed. * Facilitation payments: These are small payments made to secure or expedite the performance of 93

BUSINESS APEC Anti- Business Rules on Good Practice PRINCIPLE Corruption Code Principles for Combating Guidance on of Conduct for Countering Corruption Internal Business Bribery Controls, Ethi and Complian the health, security or safety of the Enterprise’s employees are at risk. When a facilitation payment is made under such circumstances, it will be accurately accounted for in the Enterprise’s books and accounting records. Article 7: Conflicts of interest: Conflicts of interest may arise when the private interests of an individual or of his/her close relatives, friends or business contacts diverge from those of the Enterprise or organization to which the individual belongs. These situations should be 94

e Principles for Integrity Compliance UN Convention Multi-National Countering Guidelines against Corruption Enterprise Bribery (UNCAC) ics Guidelines nce routine action to which the enterprise is entitled. ANTI-CORRUPTION ETHICS AND COMPLIANCE HANDBOOK FOR BUSINESS © OECD – UNODC – World Bank 2013

BUSINESS APEC Anti- Business Rules on Good Practice PRINCIPLE Corruption Code Principles for Combating Guidance on of Conduct for Countering Corruption Internal Business Bribery Controls, Ethi and Complian disclosed and, wherever possible, avoided because they can affect an individual’s judgment in the performance of his/her duties and responsibilities. Enterprises should closely monitor and regulate actual or potential conflicts of interest, or the appearance thereof, of their directors, officers, employees and agents and should not take advantage of conflicts of interest of others. If their contemplated activity or employment relates directly to the functions held or supervised during their tenure, former public officials ANTI-CORRUPTION ETHICS AND COMPLIANCE HANDBOOK FOR BUSINESS ©OECD – UNODC – World Bank 2013

e Principles for Integrity Compliance UN Convention Multi-National Countering Guidelines against Corruption Enterprise Bribery (UNCAC) ics Guidelines nce 95

BUSINESS APEC Anti- Business Rules on Good Practice PRINCIPLE Corruption Code Principles for Combating Guidance on of Conduct for Countering Corruption Internal Business Bribery Controls, Ethi and Complian Application of 4.a. Business 6.2 Business shall not be hired Companies the anti- relationships: relationships or engaged in any should consid corruption The enterprise 6.2.1 General capacity before a inter alia, the programme to should prohibit The content of reasonable period following goo business bribery in all the following has elapsed after practices…: partners business General section their leaving their 6. ethics and (Corresponding transactions that applies to all office. Where compliance handbook are carried out business entities applicable, programmes o chapter: C6) directly or through 6.2.1.1 The restrictions measures third parties, enterprise should imposed by designed to 96 including implement its national prevent and subsidiaries, joint Programme in all legislation shall detect foreign ventures, agents, business entities be observed. bribery applica representatives, over which it has where appropr consultants, effective control. Part I: Anti- and subject to brokers, 6.2.1.2 Where the Corruption Rules contractual contractors, enterprise does … arrangements, suppliers or nay not have effective Article 2: Third third parties other intermediary control it should Parties: With such as agen under its effective use its influence respect to Third and other control to encourage an Parties subject to intermediaries equivalent the control or consultants, determining influence of the Enterprise, including but not limited to agents, business development consultants, sales representatives, customs agents, general consultants, resellers, subcontractors,

e Principles for Integrity Compliance UN Convention Multi-National Countering Guidelines against Corruption Enterprise Bribery (UNCAC) ics Guidelines nce der, Enterprises 5.2 Business 5. Policies re: Business Companies to e should… relationships: The Partners: Use party’s introduce in their od enterprise should best efforts to contracts with other 4. Ensure, taking apply its encourage all business private sector or into account the Programme in its partners with which the entities a clause particular bribery dealings with party has a significant whereby a able, risks facing the subsidiaries, joint business relationship or stipulation is riate enterprise, venture partners, over which it has annulled or properly agents, influence to adopt an rescinded if the , to documented due contractors and equivalent commitment other party engages nts diligence other third parties to prevent, detect, in corrupt practices pertaining to the with whom it has investigate and in the execution of s, hiring, as well as business remediate Misconduct the contract. the appropriate relationships. (and, in the case of and regular 5.2.1 Subsidiaries business partners which This principle is oversight of 5.2.1.1 The are controlled affiliates, extrapolated from agents, and that Programme joint ventures, article 34 of the remuneration of should be unincorporated Convention which agents is designed and associations or similar provides for States appropriate and implemented on entities, to the extent Parties to for legitimate an enterprise- possible obligate them “…consider services only. wide basis, to so adopt). This corruption a relevant factor in legal ANTI-CORRUPTION ETHICS AND COMPLIANCE HANDBOOK FOR BUSINESS © OECD – UNODC – World Bank 2013

BUSINESS APEC Anti- Business Rules on Good Practice PRINCIPLE Corruption Code Principles for Combating Guidance on of Conduct for Countering Corruption Internal Business Bribery Controls, Ethi and Complian Programme in franchisees, representative business entities lawyers, distributors, in which it has a accountants or contractors a significant similar suppliers, investment or with intermediaries, consortia, and which it has acting on the joint venture significant Enterprise’s partners business behalf in (hereinafter relationships. connection with “business marketing or partners”), 6.2.1.3 Whether sales, the including, inter or not it has negotiation of alia, the follow effective control contracts, the essential over a business obtaining of elements: i) entity, the licenses, permits properly enterprise should or other documented ri undertake authorizations, or based due properly any actions that diligence documented, benefit the pertaining to th reasonable and Enterprise or as hiring, as well proportionate anti- subcontractors in the appropriate bribery due the supply chain, and regular diligence of Enterprises oversight of business entities should: business when entering e) instruct them partners; into a relationship neither to engage ii) informing including nor to tolerate that business partn mergers, they engage in of the compan acquisitions and any act of commitment to significant corruption; abiding by law investments. f) not use them on the 6.2.1.4 The as a conduit for prohibitions enterprise should any corrupt against foreign avoid dealing with practice; bribery, and of business entities g) hire them only company’s eth ANTI-CORRUPTION ETHICS AND COMPLIANCE HANDBOOK FOR BUSINESS ©OECD – UNODC – World Bank 2013

e Principles for Integrity Compliance UN Convention Multi-National Countering Guidelines against Corruption Enterprise Bribery (UNCAC) ics Guidelines nce es, Where relevant, a applicable in all includes agents, proceedings to annul and list of agents material respects advisers, consultants, or rescind a contract, d engaged in to controlled representatives, withdraw a connection with subsidiary distributors, contractors, concession or other r transactions with entities. subcontractors, similar instrument or wing public bodies and 5.2.1.2: The suppliers, joint venture take any other State-owned enterprise should partners, and other third remedial action (34)” isk- enterprises undertake parties. should be kept measures to see 5.1. Due Diligence on he and made that the conduct Business Partners: as available to of subsidiary Conduct properly e competent entities is documented, risk-based authorities, in consistent with due diligence (including ners accordance with the PACI to identify any beneficial ny’s applicable public Principles. owners or other o disclosure 5.2.2 Joint beneficiaries not on ws requirements. ventures (The record) before entering provisions in 5.2.2 into a relationship with a n apply also to non- business partner, and f the controlled on an ongoing basis. hics subsidiaries, Avoid dealing with consortium contractors, suppliers partners, teaming and other business agreements and partners known or nominated (except in extraordinary subcontractors). circumstances and 5.2.2.1 Due where appropriate diligence should mitigating actions are be conducted put in place) reasonably before entering suspected to be into a joint engaging in Misconduct. venture, and on an on-going basis 5.2. Inform Partner of as circumstances Integrity Compliance warrant. The Programme: Make 97

BUSINESS APEC Anti- Business Rules on Good Practice PRINCIPLE Corruption Code Principles for Combating Guidance on of Conduct for Countering Corruption Internal Business Bribery Controls, Ethi and Complian known or to the extent and complianc reasonably appropriate for programme or suspected to be the regular measures for paying or conduct of the preventing and receiving bribes. Enterprise’s detecting such 6.2.1.5 The business; and bribery; and iii) enterprise should h) not pay them seeking a perform more than an reciprocal reasonable and appropriate commitment fr proportionate remuneration for business monitoring of its their legitimate partners. significant services. business … relationships. This Part II: Corporate may include the Policies to right to inspection Support of books and Compliance with records. the Anti- 6.2.1.6 The Corruption Rules enterprise should Article 3: document Business relevant aspects Partners: of the Business Partners implementation of include (i) Third its Programme or Parties and (ii) equivalent by joint venture and associated consortium business entities. partners as well 6.2.1.7 In the as contractors event that policies and suppliers. and practices of A. An Enterprise associated should, with business entities respect to a Third are in conflict with Party, and to the the principles of extent that it is 98

e Principles for Integrity Compliance UN Convention Multi-National Countering Guidelines against Corruption Enterprise Bribery (UNCAC) ics Guidelines nce ce Programme party’s Programme should provide known to all business guidance for partners and make it d conducting due clear that the party h diligence. expects all activities ) 5.2.2.2 The carried out on its behalf enterprise should to be compliant with its undertake Programme. rom appropriate 5.3. Reciprocal measures, Commitment: Seek including contract reciprocal commitment protections, to to compliance from ensure that the party’s business conduct of joint partners. If business ventures is partners do not have an consistent with integrity compliance the PACI programme, the party Principles. should encourage them 5.2.3 Agents, to adopt a robust and advisors and effective programme by other reference to the intermediaries activities and 5.2.3.1 The circumstances of those enterprise should partners. undertake due 5.4. Proper diligence before Documentation: appointing an Document fully the agent, advisor or relationship with the other party’s business intermediary, and partners. on an on-going 5.5. Appropriate basis as Remuneration: Ensure circumstances that any payment made warrant. to any business partner 5.2.3.2 The represents an ANTI-CORRUPTION ETHICS AND COMPLIANCE HANDBOOK FOR BUSINESS © OECD – UNODC – World Bank 2013

BUSINESS APEC Anti- Business Rules on Good Practice PRINCIPLE Corruption Code Principles for Combating Guidance on of Conduct for Countering Corruption Internal Business Bribery Controls, Ethi and Complian its own within its power: Programme the enterprise should • make clear that take appropriate action. This can it expects all include requiring correction of activities carried deficiencies in the implementation of out on the the Programme and the Enterprise’s application of sanctions. behalf to be 6.2.1.8 The enterprise should compliant with its have a right of termination in the policies; and event that associated • enter into a business entities engage in bribery written agreement or act in a manner inconsistent with with the Third the enterprise’s Programme. Party: 6.2 Joint ventures and • informing it consortia Where the of the Enterprise’s enterprise is unable to ensure anti-corruption that a joint venture or policies and consortium has a Programme committing it not to engage in any corrupt practice; • permitting the Enterprise to request an audit of the Third Party’s books and accounting records by an independent auditor to verify compliance with these Rules; and • providing that the Third ANTI-CORRUPTION ETHICS AND COMPLIANCE HANDBOOK FOR BUSINESS ©OECD – UNODC – World Bank 2013

e Principles for Integrity Compliance UN Convention Multi-National Countering Guidelines against Corruption Enterprise Bribery (UNCAC) ics Guidelines nce Programme appropriate and should provide justifiable remuneration guidance for for legitimate services conducting due performed or goods diligence, entering provided by such into contractual business partner and relationships, and that it is paid through supervising the bona fide channels. conduct of an 5.6. agent, advisor or Monitoring/Oversight: other Monitor the execution of intermediary. all contracts to which 5.2.3.2.1 Due the party is a party in diligence review order to ensure, as far and other material as is reasonable, that aspects of the there is no Misconduct relationship with in their execution. The the agent, advisor party should also or other monitor the intermediary programmes and should be performance of documented. business partners as 5.2.3.2.2 All part of its regular review agreements with of its relationships with agents, advisors them. and other 6.2 Contractual intermediaries Obligations: should require Employment and prior approval of business partner senior contracts should include management. express contractual 5.2.3.2.3 The obligations, remedies agent, advisor or and/or penalties in other intermediary relation to Misconduct should (including in the case of 99

BUSINESS APEC Anti- Business Rules on Good Practice PRINCIPLE Corruption Code Principles for Combating Guidance on of Conduct for Countering Corruption Internal Business Bribery Controls, Ethi and Complian consistent with its Party’s own, it should have a plan for remuneration taking appropriate action if bribery shall not be paid occurs or is reasonably in cash and shall thought to have occurred. This only be paid in (i) can include: requiring the country of correction of deficiencies in the incorporation of implementation of the joint venture’s the Third Party, or consortium’s Programme, the (ii) the country application of sanctions or where its exiting from the arrangement. headquarters are 6.2.3 Agents, lobbyists, and located, (iii) its other intermediaries country of 6.2.3.1 The enterprise should residence or (iv) not channel improper the country where payments through agents, lobbyists, the mission is or other intermediaries. executed. 6.2.3.2 The enterprise should B. The Enterprise should further ensure that its central management has adequate control over the relationship with Third Parties and in particular maintains a record of the names, terms of engagement and payments to Third Parties retained by the Enterprise in connection with 100

e Principles for Integrity Compliance UN Convention Multi-National Countering Guidelines against Corruption Enterprise Bribery (UNCAC) ics Guidelines nce contractually business partners, a agree in writing to plan to exit from the comply with the arrangement, such as a enterprise’s contractual right of Programme and termination, in the event should be that the business provided with partner engages in materials Misconduct). explaining this 11. Collective Action: obligation. Where appropriate— 5.2.3.2.4 especially for SMEs and Provision should other entities without be included in all well-established contracts with Programmes, and for agents, advisors those larger corporate and other entities with established intermediaries Programmes, trade relating to access associations and similar to records, co- organizations acting on operation in a voluntary basis— investigations and endeavour to engage similar matters with business pertaining to the organizations, industry contract. groups, professional 5.2.3.2.5 associations and civil Compensation society organizations to paid to agents, encourage and assist advisors and other entities to develop other programmes aimed at intermediaries preventing Misconduct. should be appropriate and justifiable remuneration for legitimate ANTI-CORRUPTION ETHICS AND COMPLIANCE HANDBOOK FOR BUSINESS © OECD – UNODC – World Bank 2013

BUSINESS APEC Anti- Business Rules on Good Practice PRINCIPLE Corruption Code Principles for Combating Guidance on of Conduct for Countering Corruption Internal Business Bribery Controls, Ethi and Complian undertake transactions with properly public bodies and documented due state or private diligence before Enterprises. This appointing record should be agents, lobbyists, available for and other inspection by intermediaries. auditors and by 6.2.3.3 All appropriate, duly agreements with authorized agents, lobbyists, governmental and other authorities under intermediaries conditions of should require confidentiality. prior approval of C. An Enterprise management. should, with 6.2.3.4 respect to a joint Compensation venture or paid to agents, consortium, take lobbyists, and measures, within other its power, to intermediaries ensure that a should be policy consistent appropriate and with these Rules justifiable is accepted by its remuneration for joint venture or legitimate consortium services partners as rendered. applicable to the 6.2.3.5 Agents, joint venture or lobbyists, and consortium. other D. With respect to intermediaries contractors and should suppliers, the contractually Enterprise should ANTI-CORRUPTION ETHICS AND COMPLIANCE HANDBOOK FOR BUSINESS ©OECD – UNODC – World Bank 2013

e Principles for Integrity Compliance UN Convention Multi-National Countering Guidelines against Corruption Enterprise Bribery (UNCAC) ics Guidelines nce services rendered and should be paid through bona fide channels. 5.2.3.2.6 The enterprise should monitor the conduct of its agents, advisors and other intermediaries and should have a contractual right of termination in case of conduct inconsistent with the Programme. 5.2.4 Contractors, subcontractors and suppliers 5.2.4.1 The enterprise should conduct its procurement practices in a fair and transparent manner. 5.2.4.2 The enterprise should undertake due diligence, as appropriate, in evaluating contractors, subcontractors 101

BUSINESS APEC Anti- Business Rules on Good Practice PRINCIPLE Corruption Code Principles for Combating Guidance on of Conduct for Countering Corruption Internal Business Bribery Controls, Ethi and Complian agree to comply take measures with the within its power enterprise’s and, as far as Programme and legally possible, be provided with to ensure that appropriate they comply with advice and these Rules in documentation their dealings on explaining the behalf of, or with obligation. the Enterprise, 6.2.3.6 The and avoid dealing enterprise should with contractors contractually and suppliers require its agents, known or lobbyists, and reasonably other suspected to be intermediaries to paying bribes. keep proper E. An Enterprise books and should include in records available its contracts with for inspection by Business Partners the enterprise, a provision auditors or allowing it to investigating suspend or authorities. terminate the 6.2.4 relationship, if it Contractors and has a unilateral suppliers good faith 6.2.4.1 The concern that a enterprise should Business Partner conduct its has acted in procurement violation of practices in a fair applicable anti- and transparent corruption law or manner. of Part I of these 102

e Principles for Integrity Compliance UN Convention Multi-National Countering Guidelines against Corruption Enterprise Bribery (UNCAC) ics Guidelines nce and suppliers to ensure that they have effective anti-bribery policies. 5.2.4.3 The enterprise should make known its anti-bribery policies to contractors, subcontractors and suppliers. It should monitor their conduct and should have a contractual right of termination in case of conduct inconsistent with the Programme. ANTI-CORRUPTION ETHICS AND COMPLIANCE HANDBOOK FOR BUSINESS © OECD – UNODC – World Bank 2013

BUSINESS APEC Anti- Business Rules on Good Practice PRINCIPLE Corruption Code Principles for Combating Guidance on of Conduct for Countering Corruption Internal Business Bribery Controls, Ethi and Complian 6.2.4.2 The Rules. enterprise should F. An Enterprise take steps to should conduct identify its appropriate due contractors and diligence on the suppliers. reputation and the 6.2.4.3 The capacity of its enterprise should Business Partners assess the risk of exposed to bribery in its corruption risks to contractors and comply with anti- suppliers and corruption law in conduct regular their dealings with monitoring. or on behalf of the 6.2.4.4 The Enterprise. enterprise should G. An Enterprise communicate its should conduct its anti-bribery procurement in programme to accordance with contractors and accepted suppliers and business work in standards and to partnership with the extent major contractors possible in a and suppliers to transparent help them manner. develop their anti- bribery practices. Internal 4.d. Financial 6.7 Internal Part II: Companies controls and Recording and controls and Corporate should consid record keeping Auditing: The record keeping Policies to inter alia, the (Corresponding enterprise should 6.7.1. The Support following goo handbook develop and enterprise should Compliance with practices…: chapter: C7) maintain establish and Anti-Corruption 7. a system of ANTI-CORRUPTION ETHICS AND COMPLIANCE HANDBOOK FOR BUSINESS ©OECD – UNODC – World Bank 2013

e Principles for Integrity Compliance UN Convention Multi-National Countering Guidelines against Corruption Enterprise Bribery (UNCAC) ics Guidelines nce der, Enterprises 5.7 Internal 4.1. Due Diligence of Article 12 §2 (f) e should… controls and Employees: Vet current “Ensuring that od audit and future employees private enterprises, 2. Develop and 5.7.1 The with any decision- taking into account f adopt adequate enterprise should making authority or in a their structure and internal controls, maintain accurate position to influence size, have sufficient 103

BUSINESS APEC Anti- Business Rules on Good Practice PRINCIPLE Corruption Code Principles for Combating Guidance on of Conduct for Countering Corruption Internal Business Bribery Controls, Ethi and Complian appropriate maintain an Rules financial and financial reporting effective system … accounting mechanisms that of internal Article 9: procedures, are accurate and controls to Financial and including a transparent as counter bribery, Accounting: system of well as internal comprising Enterprises internal contr mechanisms for financial and should ensure reasonably monitoring and organizational that: designed to controlling of the checks and ensure the financial reporting balances over the all financial maintenance o system in enterprise’s transactions are fair and accura accordance with accounting and adequately books, records internationally record keeping identified and and accounts, recognised practices and properly and fairly ensure that the accounting other business recorded in cannot be used standards. processes related appropriate books for the purpose to the and accounting foreign bribery Programme. records available hiding such 6.7.2. The for inspection by bribery; enterprise should their Board of maintain available Directors or other for inspection body with ultimate accurate books responsibility for and records that the Enterprise, as properly and fairly well as by document all auditors; financial transactions. The there are no “off enterprise should the books” or not maintain off- secret accounts the-books and no accounts. documents may 6.7.3. The be issued which enterprise should do not fairly and subject the accurately record the transactions to which they 104

e Principles for Integrity Compliance UN Convention Multi-National Countering Guidelines against Corruption Enterprise Bribery (UNCAC) ics Guidelines nce rols, ethics and books and business results, internal auditing compliance records, which including management controls to assist in of programmes or properly and fairly and Board members, to preventing and ate measures for document all determine if they have detecting acts of s, preventing and financial engaged in Misconduct corruption and that to detecting bribery, transactions. The or other conduct the accounts and ey developed on the enterprise should inconsistent with an required financial d basis of a risk not maintain off- effective Integrity statements of such e of assessment the-books Compliance private enterprises y or addressing the accounts. Programme. are subject to individual 5.7.2 The 4.2. Restricting appropriate auditing circumstances of enterprise should Arrangements with and certification an enterprise, in establish and former Public Officials: procedures.” particular the maintain an Impose restrictions on Article 12 §3 bribery risks effective system the employment of, or “…prohibit the facing the of internal other remunerative following acts carried enterprise (such controls, arrangements with, out for the purpose as its comprising public officials, and with of committing any of geographical and financial and entities and persons the offences industrial sector of organizational associated or related to established in operation). These checks and them, after their accordance with this internal controls, balances over the resignation or Convention: ethics and enterprise’s retirement, where such (a) The compliance accounting and activities or employment establishment of off- programmes or recordkeeping relate directly to the the-books accounts; measures should practices and functions held or (b) The making of include a system other business supervised by those off-the-books or of financial and processes related public officials during inadequately accounting to the their tenure or those identified procedures, Program. functions over which transactions; including a 5.7.3 The they were or continue to (c) The recording of system of internal enterprise should be able to exercise non-existent controls, establish material influence. expenditure; reasonably feedback 4.7. Recordkeeping: (d) The entry of designed to mechanisms and Appropriate records liabilities with ANTI-CORRUPTION ETHICS AND COMPLIANCE HANDBOOK FOR BUSINESS © OECD – UNODC – World Bank 2013

BUSINESS APEC Anti- Business Rules on Good Practice PRINCIPLE Corruption Code Principles for Combating Guidance on of Conduct for Countering Corruption Internal Business Bribery Controls, Ethi and Complian internal control relate; systems, in particular the there is no accounting and recording of non- record-keeping existent practices, to expenditures or of regular review liabilities with and audit to incorrect provide identification of assurance on their objects or of their design, unusual implementation transactions and effectiveness. which do not have a genuine, legitimate purpose; cash payments or payments in kind are monitored in order to avoid that they are used as substitutes for bribes; only small cash payments made from petty cash or in countries or locations where there is no working banking system should be permitted; no bookkeeping or other relevant documents are intentionally ANTI-CORRUPTION ETHICS AND COMPLIANCE HANDBOOK FOR BUSINESS ©OECD – UNODC – World Bank 2013

e Principles for Integrity Compliance UN Convention Multi-National Countering Guidelines against Corruption Enterprise Bribery (UNCAC) ics Guidelines nce ensure the other internal must be maintained incorrect maintenance of processes regarding all aspects identification of their fair and accurate designed to covered by the objects; books, records, support the Programme, including (e) The use of false and accounts, to continuous when any payment is documents; and ensure that they improvement of made for the matters or (f) The intentional cannot be used the Program. items listed in 4.3 destruction of for the purpose of 5.7.4 The through 4.6 above. bookkeeping bribing or hiding enterprise should 4.8. Fraudulent, documents earlier bribery… subject the Collusive and Coercive than foreseen by the internal control Practices: Particular law.” systems, in safeguards, practices particular the and procedures should 105 accounting and be adopted to detect recordkeeping and prevent not only practices, to corruption, but also regular audits to fraudulent, collusive and verify compliance coercive practices. with the Program. 6.1 Financial [Internal Controls]: Establish and maintain an effective system of internal controls comprising financial and organizational checks and balances over the party’s financial, accounting and recordkeeping practices, and other business processes. The party should subject the internal controls systems, in particular the

BUSINESS APEC Anti- Business Rules on Good Practice PRINCIPLE Corruption Code Principles for Combating Guidance on of Conduct for Countering Corruption Internal Business Bribery Controls, Ethi and Complian destroyed earlier than required by law; independent systems of auditing are in place, whether through internal or external auditors, designed to bring to light any transactions which contravene these Rules or applicable accounting rules and which provide for appropriate corrective action if the case arises; all provisions of national tax laws and regulations are complied with, including those prohibiting the deduction of any form of bribe payment from taxable income. … Part III: Elements of an Efficient Corporate Compliance 106

e Principles for Integrity Compliance UN Convention Multi-National Countering Guidelines against Corruption Enterprise Bribery (UNCAC) ics Guidelines nce accounting and recordkeeping practices, to regular, independent, internal and external audits to provide an objective assurance on their design, implementation and effectiveness and to bring to light any transactions which contravene the Programme. 6.2 Contractual Obligations: Employment and business partner contracts should include express contractual obligations, remedies and/or penalties in relation to Misconduct (including in the case of business partners, a plan to exit from the arrangement, such as a contractual right of termination, in the event that the business partner engages in Misconduct). 6.3. Decision-Making Process: Establish a decision-making process whereby the ANTI-CORRUPTION ETHICS AND COMPLIANCE HANDBOOK FOR BUSINESS © OECD – UNODC – World Bank 2013

BUSINESS APEC Anti- Business Rules on Good Practice PRINCIPLE Corruption Code Principles for Combating Guidance on of Conduct for Countering Corruption Internal Business Bribery Controls, Ethi and Complian Programme … Article 10 (Elements of a Corporate Compliance Programme): … h) designing financial and accounting procedures for the maintenance of fair and accurate books and accounting records, to ensure that they cannot be used for the purpose of engaging in or hiding of corrupt practices; i) establishing and maintaining proper systems of control and reporting procedures, including independent auditing; ANTI-CORRUPTION ETHICS AND COMPLIANCE HANDBOOK FOR BUSINESS ©OECD – UNODC – World Bank 2013

e Principles for Integrity Compliance UN Convention Multi-National Countering Guidelines against Corruption Enterprise Bribery (UNCAC) ics Guidelines nce decision process and the seniority of the decision-maker is appropriate for the value of the transaction and the perceived risk of each type of Misconduct. 107

BUSINESS APEC Anti- Business Rules on Good Practice PRINCIPLE Corruption Code Principles for Combating Guidance on of Conduct for Countering Corruption Internal Business Bribery Controls, Ethi and Complian Communication 4.b. 6.4. Training Part III: Elements Companies and training Communication: 6.4.1. Directors, of an Efficient should consid (Corresponding The enterprise managers, Corporate inter alia, the handbook should establish employees and Compliance following goo chapter: C8) effective internal agents should Programme practices…: and external receive … 8. measures 108 communication of appropriate Article 10 designed to the Programme. training on the (Elements of a ensure period The enterprise Programme. Corporate communicatio should publicly 6.4.2. Where Compliance and documen disclose its appropriate, Programme): training for al Programme for contractors and … levels of the countering suppliers should j) ensuring company, on bribery. The receive training periodic internal company’s enterprise should on the and external ethics and be open to Programme. communication compliance receiving 6.6. regarding the programme o communications Communication Enterprise’s anti- measures from relevant and reporting corruption policy; regarding interested parties 6.6.1. The k) providing to foreign briber with respect to the enterprise should their directors, as well as, wh Programme. establish effective officers, appropriate, f 4.h. Training: The internal and employees and subsidiaries; enterprise should external Business aim to create and communication of Partners, as maintain a trust the Programme. appropriate, based and 6.6.2. The guidance and inclusive internal enterprise should documented culture in which publicly disclose training in bribery is not information about identifying tolerated. its Programme, corruption risks in Managers, including the daily business employees and management dealings of the agents should systems Enterprise as well receive specific employed to as leadership

e Principles for Integrity Compliance UN Convention Multi-National Countering Guidelines against Corruption Enterprise Bribery (UNCAC) ics Guidelines nce Enterprises 5.6 7. Training & Companies to adopt should… Communication human resources der, 5.6.1 The Communication: Take measures that e 6. Promote enterprise should include: od employee establish effective reasonable, practical awareness of and mechanisms for (a) education and dic compliance with internal steps to periodically training for staff on on, company policies communication of the risks posed by nted and internal the communicate its corruption; ll controls, ethics Program. the and compliance 5.6.2 The Program, and provide (b) adequate programmes or enterprise should selection, training or measures against publicly disclose and document effective and rotation to other bribery, bribe its Policy for positions, where ry, solicitation and countering training in the Program appropriate, for here extortion through Bribery. personnel occupying for appropriate 5.6.3 The tailored to relevant positions considered dissemination of enterprise should especially vulnerable such policies, be open to needs, circumstances, to corruption; and programmes or receiving measures and communications roles and These principles are through training from relevant extrapolated from programmes and interested parties responsibilities, to all article 7 of the disciplinary with respect to its Convention, which procedures. Policy for levels of the party provides for States countering parties to “…adopt, Bribery. (especially those maintain and 5.4 Training strengthen systems 5.4.1 Managers, involved in “high risk” for recruitment, employees and hiring, retention, agents should activities) and, where promotion and receive specific retirement training on the appropriate, to business that…include Program, tailored adequate selection to relevant needs partners. Party and training of individuals for public management also positions considered should make statements in its annual reports or otherwise publicly disclose or disseminate knowledge about its Program. ANTI-CORRUPTION ETHICS AND COMPLIANCE HANDBOOK FOR BUSINESS © OECD – UNODC – World Bank 2013

BUSINESS APEC Anti- Business Rules on Good Practice PRINCIPLE Corruption Code Principles for Combating Guidance on of Conduct for Countering Corruption Internal Business Bribery Controls, Ethi and Complian training on the ensure its training; Programme, implementation. tailored to 6.6.3. The relevant needs enterprise should and be open to circumstances. receiving Where communications appropriate, from and contractors and engaging with suppliers should stakeholders with receive training respect to the on the Programme. Programme. 6.6.4 The Training activities enterprise should should be consider assessed additional public periodically for disclosure on effectiveness. payments to governments on a country-by- country basis. 6.6.5 In the spirit of greater organisational transparency and accountability to stakeholders, the enterprise should consider disclosing its material holdings of subsidiaries, affiliates, joint ventures and other related ANTI-CORRUPTION ETHICS AND COMPLIANCE HANDBOOK FOR BUSINESS ©OECD – UNODC – World Bank 2013

e Principles for Integrity Compliance UN Convention Multi-National Countering Guidelines against Corruption Enterprise Bribery (UNCAC) ics Guidelines nce and especially vulnerable circumstances. to corruption and the 5.4.2 Where rotation, where appropriate, appropriate, of such contractors and individuals to other suppliers should positions (Art. 7 §1 receive training (b))…promote on the Program. education and 5.4.3 Training training programmes activities should to enable them be assessed [public officials] to periodically for meet the effectiveness. requirements for the correct, honourable and proper performance of public functions and provide them with the specialized and appropriate training to enhance their awareness of the risks of corruption inherent in the performance of their functions. Such programmes may make reference to codes or standards of conduct in applicable areas (Art. 7 §1 (d))” (c) in order to prevent conflicts of interest, abstention from hiring, for a reasonable period of 109

BUSINESS APEC Anti- Business Rules on Good Practice PRINCIPLE Corruption Code Principles for Combating Guidance on of Conduct for Countering Corruption Internal Business Bribery Controls, Ethi and Complian entities. Promoting and 4.e Human 2. The Business Part II: Companies incentivising resource (par. 1): Principles: Corporate should consid 110

e Principles for Integrity Compliance UN Convention Multi-National Countering Guidelines against Corruption Enterprise Bribery (UNCAC) ics Guidelines nce time, former public officials whose functions related directly to employment or activities to be performed or supervised in the private sector. This principle is extrapolated from article 12 of the Convention, which provides for States Parties to “…impose restrictions, as appropriate and for a reasonable period of time, on the professional activities…of public officials…after their resignation or retirement, where such activities or employment relate directly to the functions held or supervised by those public officials during their tenure (12 §2 (e))” 5.3.1 The 8.1. Positive: Promote Companies to der, enterprise’s the Program throughout promote active ANTI-CORRUPTION ETHICS AND COMPLIANCE HANDBOOK FOR BUSINESS © OECD – UNODC – World Bank 2013

BUSINESS APEC Anti- Business Rules on Good Practice PRINCIPLE Corruption Code Principles for Combating Guidance on of Conduct for Countering Corruption Internal Business Bribery Controls, Ethi and Complian ethics and Recruitment, (…) Enterprises Policies to inter alia, the compliance promotion, should aim to Support following goo (Corresponding training, create and Compliance with practices…: handbook performance maintain a trust- the Anti- 9. appropriate chapter: C9) evaluation, and based and Corruption measures to recognition should inclusive internal Rules encourage an reflect the culture in which … provide positi enterprise’s bribery is not Article 8: Human support for th commitment to tolerated. Resources: observance o the Programme. 6.3.1. Human Enterprises ethics and resources should ensure compliance practices that: programmes including measures recruitment, human resources against foreig promotion, practices, bribery, at all training, including levels of the performance recruitment, company; evaluation, promotion, remuneration and training, recognition should performance reflect the evaluation, enterprise’s remuneration, commitment to recognition and the Programme. business ethics in 6.3.3. The general, reflect enterprise should these Rules; make it clear that no employee will no employee will suffer demotion, suffer retaliation penalty, or other or discriminatory adverse or disciplinary consequences for action for refusing to pay reporting in good bribes, even if faith violations or such refusal may soundly suspected violations of the ANTI-CORRUPTION ETHICS AND COMPLIANCE HANDBOOK FOR BUSINESS ©OECD – UNODC – World Bank 2013

e Principles for Integrity Compliance UN Convention Multi-National Countering Guidelines against Corruption Enterprise Bribery (UNCAC) ics Guidelines nce e commitment to the party by adopting participation of all od the Programme appropriate incentives employees in the should be to encourage and prevention and fight e reflected in its provide positive support against corruption Human Resource for the observance of and to raise nd practices. the Program at all levels awareness of the ive 5.3.2 The of the party. existence, causes he enterprise should and gravity of and of make clear that the threat posed by compliance with corruption. the Programme is This principle is or mandatory and extrapolated from that no employee article 13 §1 of the gn will suffer Convention which demotion, provides for States penalty, or other Parties to adverse “…promote the consequences for active participation refusing to pay of individuals and bribes even if it groups outside the may result in the public sector, such enterprise losing as civil society, non- business. governmental organizations and community-based organizations, in the prevention of and the fight against corruption and to raise public awareness regarding the existence, causes and gravity of and the threat posed by 111

BUSINESS APEC Anti- Business Rules on Good Practice PRINCIPLE Corruption Code Principles for Combating Guidance on of Conduct for Countering Corruption Internal Business Bribery Controls, Ethi and Complian result in the Enterprise’s anti- enterprise losing corruption policy business. or for refusing to engage in corruption, even if such refusal may result in the Enterprise losing business; key personnel in areas subject to high corruption risk should be trained and evaluated regularly; the rotation of such personnel should be considered. … Part III: Elements of an Efficient Corporate Compliance Programme … Article 10 (Elements of a Corporate Compliance Programme): … l) including the review of business ethics 112

e Principles for Integrity Compliance UN Convention Multi-National Countering Guidelines against Corruption Enterprise Bribery (UNCAC) ics Guidelines nce corruption…” ANTI-CORRUPTION ETHICS AND COMPLIANCE HANDBOOK FOR BUSINESS © OECD – UNODC – World Bank 2013