Approved by the Board of Directors on November 6, 2020in effect starting January 1, 2021
ROBOTIQ, INC. (together with its subsidiaries, the “Company”) has implemented this Anti-Corruption Police (this “Policy”) for the purpose of ensuring compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.S. Travel Act, the U.S. Domestic Bribery Statute, the Canada Corruption of Foreign Public Officials Act, the French Anti-corruption Law on Transparency, the Fight against Corruption and the Modernisation of the Economy (the Sapin II Law), the Prevention of Corruption Act, Chapter 241 of Singapore (the “PCA”), and all other anti-corruption laws and regulations applicable to our business (collectively, “Anti-Corruption Laws”). This Policy applies to all worldwide directors, officers, employees, and individuals serving as independent contractors of the Company. Our Board of Directors and senior management are committed to preventing corruption from tainting our business and require you to comply with this Policy. In addition, we expect our agents, consultants, representatives, lobbyists, suppliers/vendors, resellers, distributors, customs or other brokers, contractors, advisors, and other business partners to adhere to the principles contained in this Policy. Please report all questions or concerns to the Company’s Compliance Officer whose contact information appears below.
You are strictly prohibited from improperly promising, offering, providing, or authorizing the provision of money (such as a bribe or kickback) or anything else of value (such as an inappropriate gift, benefit, or favor) directly or indirectly to any government employee or official or other person in exchange for business or any other advantage for the Company or its partners, investors, clients, or customers. You are also strictly prohibited from soliciting, requesting, or accepting improper payments or any other things of value from any person in relation to the Company’s business. You must comply with all applicable Anti-Corruption Laws while performing services for the Company.
You must comply with all of the Company’s internal controls, including those designed to (i) ensure accurate and complete books and records or (ii) otherwise prevent corruption, self-dealing, embezzlement, fraud, money laundering, or other improper activities.
There are no exceptions to this Policy, even if our competitors engage in improper behavior or corruption is an accepted practice in a country where we operate. You are required to adhere to both the spirit and the letter of this Policy with respect to our business anywhere in the world.
Anti-bribery/anti-corruption laws prohibit you and the Company from corruptly promising, offering, providing, or authorizing the provision of money or anything of value directly or indirectly to a government official and certain other persons to achieve an improper purpose. “Improper purposes” include:
in order to obtain, retain, or direct regulatory approvals, contracts, business or other advantages.
The FCPA prohibits improper payments provided to officials of governments, state-affiliated entities, and political parties outside the United States. However, the provision of improper benefits to government or private-sector recipients within the United States will violate U.S. domestic bribery statutes.
In addition to the United States, other countries have promulgated their own anti-bribery legislation, including Canada, France, and Singapore. Most of those countries prohibit making improper payments to government and private-sector recipients within their borders. However, several countries have also adopted legislation similar to the FCPA that prohibit improper payments outside those countries. The existence of all of these laws means that there is potential for a company or an individual to face liability in several countries for the same single act of corruption. One of the leading anti-corruption laws other than the FCPA is the UK Bribery Act.
Given the broad prohibitions under the FCPA and other anti-corruption laws applicable to the Company, this Policy prohibits bribes, kickbacks, and the provision of other improper benefits and advantages to any person, entity, or organization, including, but not limited to, employees, officials, representatives, or agencies of any
One may be asked by certain parties to provide a bribe or other improper benefit in exchange for:
This Policy prohibits you from providing bribes or other improper benefits to any person to achieve any of the above purposes.
A violation of this Policy can occur even if the bribe fails to achieve the purpose for which it was intended. This means that a person can violate this Policy if that person provides an improper payment or benefit to a recipient and the recipient does not grant any business or other advantage in return. In addition, the mere offer or promise of a bribe or other improper benefit is sufficient to cause a violation. All of the anti-bribery prohibitions contained in this Policy apply irrespective of whether you use Company funds or your personal funds to finance improper payments or other benefits.
This Policy also prohibits you from soliciting or accepting bribes, kickbacks, or other improper payments/benefits from the Company’s vendors or other persons in relation to our business. For instance, a violation of this Policy will occur if you cause the Company to overpay a vendor and that vendor then shares all or a portion of that overpayment with you.
This Policy requires you to adhere to high ethical standards and to comply with all applicable laws in the course of performing services for the Company. FCPA and other anti-corruption violations typically involve circumstances that also result in violations of other laws, including those that address money laundering, embezzlement, fraud, export controls, and sanctions/embargoes. Guilty persons can face multiple charges based on the same set of facts.
The Company is committed to maintaining accurate books, records, and accounts. You are prohibited from concealing bribes or falsifying any other transaction or expense. You must comply with our accounting controls and avoid unauthorized activities or expenses. You are prohibited from using off-the-books accounts or other slush funds.
This Policy prohibits all corrupt payments or benefits, including so-called grease, speed or facilitating payments provided to government officials in their personal capacity to expedite or secure routine government actions (collectively, “Facilitating Payments”). Please note that in some cases, government agencies may impose official fees that may be paid directly in the name of a governmental entity or enterprise itself, as set out in published fee schedules or other official documents. These official government fees can be paid to expedite passports, licenses, or other services, provided that they are deposited in the treasury of a government, an official government receipt is collected, and the expense is accurately recorded in the Company’s books. However, Facilitating Payments provided for the benefit of government officials in their personal capacity (i.e., are not deposited in an official treasury account belonging to a government) will violate this Policy.
This Policy prohibits you from providing bribes or other improper benefits directly as well as indirectly through third parties such as sales representatives, agents, consultants, suppliers/vendors, resellers, distributors, customs or other brokers, or other contractors or business partners (collectively “Intermediaries”). This prohibition also applies in cases where we use an outside consultant (including a law or accounting firm) to obtain permits or licenses for our business. A number of recent enforcement cases have been triggered as a result of third parties causing companies and/or their officers to violate the FCPA or other Anti-Corruption Laws.
You and the Company can be held liable under the FCPA and other Anti-Corruption Laws if you authorize a third party to engage in corruption. The FCPA goes one step further by holding a company or individual liable for providing, promising, or authorizing the provision of money or anything else of value to any person (including an Intermediary) while knowing that all or a portion of that money or thing of value will be used by that person for corrupt purposes. This means that you and the Company can be held liable even if you do not expressly authorize or instruct an Intermediary or other person to pay a bribe, but instead have knowledge that they will. In this context, the term “knowledge” is interpreted broadly to cover (i) the possession of actual information that a person will engage in corruption or (ii) a conscious disregard, deliberate ignorance, or willful blindness as to the other party’s corrupt or improper practices.
Given these risks, this Policy prohibits you from working with corrupt or disreputable Intermediaries. It is imperative that we perform due diligence on our third party representatives and vendors that interact with officials or employees of governments, sovereign wealth funds, state-owned or state-affiliated entities/organizations (including public universities and hospitals), public international organizations, investors, or customers in relation to the Company’s business. This diligence review must ensure that (i) there is a legitimate business justification for the third party relationship and (ii) the third party does not have a history or reputation for corruption. Also, such third parties may only be retained and compensated pursuant to written contracts with us. Beginning with the implementation of this Policy, any contracts signed must contain appropriate anti-corruption compliance clauses. The Company’s Compliance Officer administers our due diligence procedures and maintains mandatory anti-corruption clauses for third-party agreements. You must confer with the Compliance Officer before retaining such parties.
Throughout any relationship with an Intermediary for which you are responsible, you must monitor their performance to ensure that they do not engage in activities that raise FCPA/corruption concerns. This Policy requires you to notify the Compliance Officer if you learn of any Company Intermediary or other contractor that engages in corrupt or other improper practices. In addition, all payments to Intermediaries or other vendors must be accurately reported in our books and records in accordance with the accounting requirements discussed above.
The FCPA and other laws prohibit the provision of money or things of value for corrupt or improper purposes. However, reasonably priced gifts, meals, entertainment, travel, and other benefits provided for non-corrupt business promotion or goodwill purposes may be permissible under the FCPA and other anti-corruption laws in certain cases. For instance, a plastic pen, a t-shirt, a coffee mug, a paper weight, or a cap of moderate value and embossed with the Company’s logo will generally not violate the FCPA. However, a fur coat, a car, or a vacation will raise FCPA and other anti-corruption concerns, especially if such benefits are provided to a government official or other person who is responsible for making decisions in relation to the Company’s business.
In addition to complying with the FCPA, you must also ensure that the provision of a gift or other benefit does not violate local laws or policies that apply in the country where the recipient of the benefit is located. Some countries impose express limits on the value of gifts/benefits that a recipient can accept; other countries ban such gifts/benefits altogether even if given with no corrupt or improper intention.
You must obtain the general or specific approval of the Compliance Officer prior to providing gifts, meals, travel benefits, and other hospitalities to employees, officials, or agents of any government, political party, state-owned entity, public international organization, or customer of the company. The Compliance Officer will help you determine whether the provision of the benefit is permissible under the FCPA and local law. If the expense is approved, its value and business purpose must be recorded accurately in the Company’s books. Cash gifts are strictly prohibited. Also, this Policy prohibits you from providing gift cards or gift certificates that can easily be converted into cash.
Corruption concerns can arise in a number of other cases including, but not limited to (i) joint ventures or teaming arrangements with questionable partners; (ii) mergers in or acquisitions of businesses tainted by corruption; or (iii) the provision of political or charitable contributions. Please confer with the Compliance Officer before engaging in these types of activities to ensure that appropriate anti-corruption compliance measures are observed.
A violation of this Policy will result in appropriate disciplinary action, including demotion, reassignment, additional training, probation, suspension, or even termination.
The FCPA, and other Anti-Corruption Laws are criminal statutes that have broad jurisdictional reach. There is potential for individuals to face liability under those and other Anti-Corruption Laws irrespective of their nationality or country of residence. Both the Company and you may be subject to substantial fines and penalties, imprisonment, debarment, the loss of export privileges, and other consequences if a violation occurs.
All relevant personnel must undergo anti-corruption training provided by the Company during the employee onboarding process and from time to time. The nature, content, and frequency of that training will be determined by the Compliance Officer based on your risk profile. We encourage all of our business partners to provide training to their personnel as well.
This Policy does not form part of any employment contract with you and may be amended at any time. This Policy should be read in conjunction with the Robotiq Code.
Please sign the certificate that appears in Attachment 1 after you have read this Policy. The Company may require you to recertify your compliance with this Policy on a periodic basis
You have an affirmative obligation to report all violations of this Policy to the Compliance Officer as follows:
Jérémie Lavoie, Finance Director418firstname.lastname@example.org
Reports may also be submitted anonymously online: https://robotiq.link/compliance. However, we encourage you to consider revealing your identity so that we can properly follow up and investigate alleged violations. The Company will ensure that appropriate confidentiality measures are taken and will not retaliate against any individual for reporting violations in good faith.
You must also notify the Compliance Officer of any corrupt, improper, illegal, or other unusual requests for payments or other benefits made by officials or employees of investors, vendors, business partners, state-owned entities/organizations, or governments. By reporting such matters, you will enable us to explore options to achieve our business goals without having to interact with such persons or provide improper benefits.
We welcome any questions or constructive comments that you may have regarding the substance and implementation of this Policy in your respective sector and/or territory. Please direct such communications to the Compliance Officer.
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