Global Anticorruption Policy
I. Statement of Policy
It is the policy of MTM Global Services, Inc. (“MTM” or “the Company”) to ensure that we conduct all business affairs in an ethical and honest manner. Doing business globally no matter where, neither MTM nor any person or entity associated with or contracted under MTM, shall offer, pay, promise, authorize or receive any bribe, kickback or other illicit payment or benefit in violation of the U.S. Foreign Corrupt Practices Act (“FCPA”), or the anticorruption laws of any other nation in which we do business. This Policy supplements MTM’s Code of Ethics and Business Conduct, which remains in full effect.
II. Scope of Policy
This Policy applies to MTM; to all subsidiaries and to all joint ventures and other entities controlled by MTM (“affiliates”); and to all officers, directors, and employees (Team Members) of MTM or of any affiliate, wherever located, (“MTM Team Members”). The Policy prohibits corrupt payments directly, as well as any indirect payments through agents, vendors, representatives, advisors, contractors, and any other third party acting on behalf of MTM or any affiliate (“Third Parties”).
III. Administration and Implementation of the Policy
MTM’s Corporate Culture lends to the fact that it is every Team Member’s responsibility to ensure that ethical practices are adhered to in its daily operations; however, it is the responsibility of our Corporate Ethics Officers, Human Resource Director, or an appointed designee to administer and interpret this Policy under the oversight of MTM’s CEO and/or Board of Directors. The Corporate Ethics Officer, Human Resource Director, or an appointed designee shall give directions and maintain procedures to implement this Policy as necessary.
IV. Basic Anticorruption Policy Requirements
A. General Anticorruption Requirements. It is the policy of the Company that all MTM Team Members and Third Parties are to comply with the FCPA and all applicable anticorruption laws.
1. MTM Team Members and Third Parties shall not corruptly offer, pay, promise, or authorize any bribe, kickback, or illicit payment or benefit in money or in any kind, to any government or commercial customer, employee, investor, supplier, client, broker, agent, contractor, dealer or any other person or entity.
2. No Company Team Member shall receive any bribe, kickback, or illicit payment or benefit of any kind, from any client, supplier or any other person or entity that has any business relationship with MTM.
B. Bribery of U.S. Officials Strictly Prohibited. Bribery of officials of the U.S. Government or of any state or local government in the United States is a violation of U.S. criminal law, our Code of Ethics, and this Policy, and is strictly prohibited. Corrupt payments to political parties or party officials or candidates for political office in the United States also violate U.S. law, our Code of Ethics and this Policy, and are strictly prohibited.
C. Bribery of Non-U.S. Officials Strictly Prohibited. Compliance with the FCPA and the anticorruption laws of other nations is a priority for MTM. Consistent with the FCPA’s anti-bribery provisions, it is the policy of the Company that MTM, its affiliates, MTM Team Members and Third Parties are prohibited from corruptly paying, authorizing, offering to pay or giving anything of value to any Government Official (as defined below) outside of the United States or to any non-U.S. political party or party official or any candidate for political office (“Other Covered Party”) to obtain or retain business, direct business to any person or gain any other improper business advantage. This prohibition applies to any interaction with Government Officials or Other Covered Parties. Thus, it prohibits corrupt payments to obtain or retain contracts and any other illegal payment to a Government Official or Other Covered Party. Examples of improper actions under this Policy include:
1. Payment or offer of payment to influence a Government Official’s or Other Covered Party’s decision to award a contract or other business opportunity to MTM.
2. Payment or offer of payment to influence a Government Official’s or Other Covered Party’s decision to issue any government authorization or documentation, such as any approval, permit or license;
3. Payment or offer of payment to influence a Government Official’s or Other Covered Party’s decision to relieve MTM of otherwise required government obligations, such as paying taxes, passing inspections, or obtaining required permits;
4. Payment or offer of payment to a Government Official or Other Covered Party to influence legislation or any judicial proceeding;
5. Any of the above made indirectly through a Third Party.
D. Books, Records and Internal Controls. Consistent with the FCPA’s accounting provisions, it is the policy of the Company that MTM and its affiliates make and keep books and records in reasonable detail and devise and maintain a reasonable system of internal controls. Although this requirement applies to all corporate transactions, MTM Team Members should take special care to ensure that any expenditure of Company funds related to any Government Official or Other Covered Party is accurately and completely documented, regardless of the amount of such transaction.
V. Government Officials and Other Parties Covered by the FCPA
A. Definition of “Government Officials.” The FCPA and this Policy apply to payments to any Government Official outside of the United States, regardless of rank or position. The definition of a Government Official is considered broad. For purposes of the FCPA and this Policy, a “Government Official” means:
1. Any officer or employee of any federal, state, provincial, county or municipal government or government department or agency;
2. Any officer or employee of any commercial enterprise that is owned or controlled by a government;
3. Any officer or employee of any public international organization, such as the International Monetary Fund, the European Union and the World Bank; or
4. Any person acting in an official capacity for any government, agency, enterprise, or organization, identified above.
B. FCPA extends to Other Covered Parties. In addition to Government Officials, this Policy and the FCPA prohibit corrupt payments to Other Covered Parties: non-U.S. political parties, party officials and candidates for political office. This Policy strictly prohibits any unlawful payment to any Government Official or Other Covered Party.
VI. Dealing with Third Parties, Joint Ventures and Acquisitions
A. Indirect Payments Prohibited. Under applicable legal principles, MTM and its Team Members are liable for indirect offers, promises or payments to Government Officials or Other Covered Parties made in circumstances where they have knowledge that a Government Official or Other Covered Party will be the ultimate recipient and that the offer, promise, or payment is made for a corrupt purpose. Knowledge includes conscious disregard and deliberate ignorance of facts which indicate a high probability that the relevant payment will occur. Moreover, any corrupt payments made by partners or Third Parties, even without the Company’s knowledge, can subject the Company to investigation, litigation, expense, bad publicity, and loss of business opportunities. Consistent with the FCPA and other applicable laws, it is the policy of the Company to prohibit corrupt activities through partners, joint ventures, and Third Parties in connection with any business venture in which MTM has an interest. To implement this policy, the Company shall take reasonable precautions to ensure that partners, joint ventures and Third Parties comply with this Policy, including through the exercise of due diligence and care in selecting business partners and Third Parties to ensure that they are ethical, reputable, honest, and qualified for their roles, and in monitoring their activity once selected.
B. “Willful Blindness” Prohibited. In dealing with any partners or Third Parties, MTM Team Members must be aware of any indication that such partner or Third Party may be making corrupt payments. Any such indication must be reported in accordance with this Policy. Under no circumstances may MTM Team Members ignore signs that any partner or Third Party may be making corrupt payments in connection with any venture or activity in which MTM is involved or has any interest.
C. Due Diligence.
1.Third Parties. It is the Company’s policy to do business only with reputable, honest and qualified Third Parties. The Company shall have appropriate procedures for conducting due diligence on any Third Party who may have any contact with a Government Official or Other Covered Party in its relationship with MTM.
2. Partners. It is the Company’s policy to do business only with reputable and honest partners and to maintain appropriate procedures for conducting due diligence on any joint venture partner with whom the Company anticipates doing business.
3. Retention of Due Diligence Records. The Company shall have appropriate procedures for retaining records of the due diligence conducted on third parties and partners.
D. Contractual Protections. Contracts with Third Parties which may have contact with Government Officials or Other Covered Parties and joint venture partners should be in writing and include appropriate anticorruption provisions to mitigate against the risk of potential illicit payments, and provide the Company with means to terminate the relationship if violations exist or if the Third Party does not provide adequate assistance in any investigation of potential violations.
E. Joint Venture Anticorruption Compliance Programs. Any joint venture or business venture in which MTM has a controlling interest will be subject to an anticorruption compliance program. To the extent that MTM has less than a controlling interest in the venture, the Company shall proceed in good faith to use its influence, to the extent reasonable under the circumstances, to cause the venture to maintain anticorruption compliance, and to maintain books and records and an appropriate system of internal accounting controls, consistent with the requirements of the FCPA and applicable anticorruption laws.
F. Acquisitions. To the extent MTM or any affiliate pursues the acquisition of any entity with any operations or activities outside of the United States, the due diligence process associated with the proposed acquisition shall include, to the extent possible, an appropriate review of the acquisition target’s compliance with the FCPA and other applicable anticorruption laws. In any event, after completion of the acquisition, the Company shall conduct a review of the acquired entity’s anticorruption compliance position and implement appropriate compliance measures, as needed.
VII. Foreign Government Contracts
It is the Company’s policy only to enter into government contracts that comply with all applicable laws, including the FCPA and all applicable anticorruption laws. The Company shall maintain appropriate procedures for ensuring compliance with contracting laws when doing business with government entities outside of the United States.
VIII. Payments that may be Permitted in Limited Circumstances
A. The FCPA allows payments to or for the benefit of Government Officials or Other Covered Parties in certain limited circumstances. No payments may be made in reliance on any of the following exceptions other than in accordance with the procedures established by the Corporate Ethics Officer or an appointed designee, including advanced written approval from MTM’s Legal Counsel.
B. The following narrow categories of payments to or for the benefit of Government Officials or Other Covered Parties may be permissible under this Policy and the FCPA.
1. Written Laws. Payments that are explicitly lawful under the written laws and regulations of the relevant country may be permissible. However, payments are rarely permissible under this category, because bribery is illegal in every country in the world. Payments that otherwise violate this Policy, the FCPA or local law are not otherwise proper merely because the payments are customary in a particular country.
2. Reasonable and Bona Fide Expenses. Payments that constitute a reasonable and bona fide expense incurred by or on behalf of a Government Official or Other Covered Party that are directly related to promotion, demonstration or explanation of products or services or directly related to the execution or performance of a contract with a government, may be permissible. “Reasonable and bona fide expenses” do not include expenses that are lavish or unrelated to legitimate business purposes.
3. “Facilitation” Payments. Small, customary payments made to low-level Government Officials to secure a “routine governmental action” may be permissible under limited circumstances. A governmental action is routine if it is ordinarily and commonly performed by a Government Official or Other Covered Party and does not involve the exercise of discretion. This is a very limited exception to the FCPA and you must consult with MTM’s Legal Counsel before using or attempting to interpret it:
a. “Routine governmental action” does not include any decision by a Government Official or Other Covered Party to avoid taking the routine action or to award new business or to continue business with a particular person or entity.
b. “Routine governmental action” also does not include any relief from regulatory requirements, such as obtaining permits or paying taxes, and it does not include actions that give the Company a competitive advantage, such as moving the request for a license application ahead of competitors.
c. Although legal under the FCPA, facilitation payments may violate applicable local law.
IX. Gifts, Hospitality and Entertainment
A. Gifts, hospitality and entertainment shall not be given, directly or indirectly, to Government Officials or Other Covered Parties to improperly influence or reward an official act or decision or as an actual or intended quid pro quo for any benefit to the Company.
B. Gifts, hospitality and entertainment promised, offered or provided on behalf of the Company or any affiliate to a Government Official or Other Covered Party must be reasonable, in accordance with customary courtesies, related to a legitimate business purpose and lawful under applicable laws, including the FCPA and local law.
C. No payment or promise of payment for gifts, hospitality, or entertainment to any Government Official or Other Covered Party may be made by or on behalf of MTM or any affiliate on the basis that it is permitted as provided above unless such payment or promise has been approved in accordance with the procedures set forth by the Corporate Ethics Officer or an appointed designee.
X. Political Contributions
Contributions of Company funds to Government Officials or Other Covered Parties to promote the Company’s political or commercial interests are prohibited unless the contribution has been approved in accordance with the procedures set forth by the Corporate Ethics Officer or an appointed designee. The Company will not under any circumstance reimburse personal political contributions.
XI. Charitable Donations
The Company only makes charitable donations that are legal under the FCPA and applicable local laws. Any charitable contribution made by or on behalf of the Company must be made in accordance with the procedures set forth by the Corporate Ethics Officer or an appointed designee.
XII. Penalties and Discipline
A. MTM could be subject to serious criminal and civil penalties for violations of the FCPA and other applicable anticorruption laws.
B. Individuals who violate the FCPA or applicable anticorruption laws may be subject to severe criminal and civil penalties, including imprisonment and very substantial fines, which will not be reimbursed by the Company. In addition, MTM Team Members who violate the FCPA or applicable anticorruption laws will be subject to discipline, up to and including termination.
XIII. Periodic Risk Assessments
To the extent the Company enters into new countries, the Corporate Ethics Officer, or an appointed designee shall, as circumstances may warrant, assess the FCPA and anticorruption risks of the company’s business in the new markets and take appropriate action necessary to implement compliance procedures appropriate for addressing such risks.
XIV. Training and Communication
The Company shall effectively communicate this Policy to all Team Members, partners and Third Parties and provide appropriate anticorruption education and training to the appropriate Team Members, including legal, accounting and internal audit Team Members, involved in conducting or supervising international business operations, and to any person whose work brings him or her in contact with Government Officials or Other Covered Parties.
XV. Monitoring
The Corporate Ethics Officer or an appointed designee will monitor the implementation and usage of policies and procedures as pertaining to this Policy.
XVI. Reporting Mechanism
Except to the extent explicitly prohibited by applicable law, MTM Team Members are required to report violations of this Policy, the FCPA and other applicable anticorruption laws, by MTM Team Members or any Third Party. Team Members will not be subjected to retaliation or retribution for good faith reports of suspected violations. Any violation should be reported to a corporate officer of MTM, Human Resources, a representative of the Company’s Legal department, or the Corporate Ethics Officer or an appointed designee.
XVII. Further Information
Any questions about this Policy, the FCPA or applicable anticorruption laws should be directed to the Company’s General Counsel’s office or the Corporate Ethics Officer or Human Resource Director, or an appointed designee.
Last Updated: March 9, 2022