INNOSPEC INC GIFTS, HOSPITALITY, CHARITABLE CONTRIBUTIONS AND SPONSORSHIPS POLICY

Transcription

1 INNOSPEC INC GIFTS, HOSPITALITY, CHARITABLE CONTRIBUTIONS AND SPONSORSHIPS POLICY

2 CONTENTS 1. INTRODUCTION SCOPE GENERAL RULE DEFINITIONS GIFTS GIFTS PROCESS OVERVIEW GIFTS PROCESS MAP GIFTS PERMISSION AND REQUEST FORM HOSPITALITIES MEALS-ONLY HOSPITALITIES PROCESS OVERVIEW OTHER HOSPITALITIES PROCESS OVERVIEW MEALS-ONLY AND OTHER HOSPITALITIES OVERALL PROCESS MAP MEALS-ONLY FORM OTHER HOSPITALITIES (INCLUDING TRAVEL) FORM SPOUSE TRAVEL APPROVAL FORM CHARITABLE DONATIONS CHARITABLE DONATIONS PROCESS OVERVIEW CHARITABLE DONATIONS PROCESS MAP CHARITABLE DONATIONS PERMISSION AND REPORTING FORM CHARITABLE DONATIONS CONTRIBUTIONS IN EMPLOYEES PRIVATE CAPACITY SPONSORSHIPS SPONSORSHIP APPROVAL REQUEST / REPORTING FORM ACCURATE BOOKS AND RECORDS DISCIPLINARY PROCEDURE REPORTING / WHISTLEBLOWING ADMINISTRATION QUESTIONS... 20

3 1. INTRODUCTION In many countries, gifts and hospitalities play an important role in building business relationships. Problems arise, however, when such customary courtesies create new opportunities for undue influence and misuse. Similarly, charitable contributions and sponsorships may raise corruption risks in certain circumstances. Innospec Inc. ( Innospec or the Company ) is committed to achieving the highest standards of ethical conduct and complying with all applicable laws in the countries where it conducts business. These laws include the U.S. Foreign Corrupt Practices Act ( FCPA ), U.K. Bribery Act ( UKBA ) and local anti-bribery laws. Innospec s Code of Ethics and Anti-Corruption Policy (collectively Anti-Corruption Policies ) summarize the Company s commitment to ethical conduct. The objective of this Policy is to ensure that gifts and hospitalities given to or received from customers, suppliers, other Commercial Business Associates (as defined below), and Government Officials (as defined below) comply with Innospec s values, the Company s Anti- Corruption Policies, and all applicable laws. This Policy also seeks to ensure that charitable contributions and sponsorships are permissible under Innospec s Anti-Corruption Policies and applicable anti-corruption laws. 2. SCOPE This Policy applies to all officers, directors, and employees (permanent and temporary) of Innospec Inc., and all officers, directors, and employees (permanent and temporary) of all of Innospec s subsidiaries and affiliated companies, regardless of citizenship or location of employment (collectively, Employees ). This Policy s general principles and prohibitions also apply to agents, distributors, consultants, joint venture partners, and any other third parties acting on Innospec s behalf (collectively, Representatives ), regardless of citizenship or where they conduct business. 3. GENERAL RULE Innospec Employees and Representatives are prohibited from offering, promising, authorizing, giving, or receiving money, gifts or Anything of Value to or from Commercial Business Associates or Government Officials to improperly obtain or retain business or to obtain an advantage in the conduct of business; to induce the recipient to perform some function improperly (collectively, an Improper Benefit ). Further, Innospec Employees and Representatives are prohibited from offering, promising, authorizing, giving, or receiving money, gifts, or Anything of Value to or from Commercial Business Associates or Government Officials while knowing or being aware of a probability that such person will provide, offer, or promise Anything of Value directly or indirectly to a Government Official to obtain or retain business, secure an improper advantage, or direct business to any person. Innospec s policies relating to gifts, meals, hospitalities, charitable contributions, and sponsorships are described in sections 5, 6, 7, and 8 below, along with the mandatory supporting processes that are intended to ensure that such expenditures (and the receipt of such expenditures) are consistent with Innospec s values and its Anti-Corruption Policies. Reviewed and revised November

4 4. DEFINITIONS The following definitions apply within this Policy: Anything of Value includes anything that the recipient might value, such as a financial or other advantage, including cash, gifts, gift cards, items with Innospec s logo, electronic equipment, clothing, meals, entertainment (for example, concert, theater, sport, or other similar event invitations), travel, lodging, transportation, loans, use of property or equipment, charitable donations, political contributions, medical treatment, and job or internship offers. Commercial Business Associate means purely private, commercial business associates such as current or potential customers, suppliers, or vendors. Division President, Regional Head, Officer or CEO means Patrick Williams, Chief Executive Officer or the head of your department, function or site. If you have any questions about the appropriate approver for your site or function, please contact the Legal & Compliance Department at legal.compliance@innospecinc.com. Examples of the most appropriate approver include:- Business: Phil Boon, Fuel Specialties Americas Giorgio de Leonardis, Fuel Specialties EMEA Sean Pang, Fuel Specialties AsPac Simon Johnson, Octane Additives Tom Entwistle, Oilfield Services Americas Bruce McDonald, Performance Chemicals Americas Ramzi Jouaneh, Performance Chemicals EMEA and AsPac Robert Griffiths, Performance Chemicals Americas Corporate: Ian Cleminson, Finance Ian McRobbie, Research & Technology David Lloyd, Purchasing & Supply Chain, EMEA and AsPac Brian Watt, Planning and Regulatory David Williams, Legal & Compliance Trey Griffin, Operations Fuel Specialties Americas Vic Jameson, Operations Performance Chemicals Americas Don Logan, Operations Oilfield Services Americas Cathy Hessner, HR EMEA & AsPac Vali Jerome, HR Americas Simon Johnson, Corporate Development Helen Pizzie, Global IT Reviewed and revised November

5 Expense Procedure means Innospec s local expense claim, reporting, and reimbursement process for your specific location. Government Official(s) means any official or employee of federal, state, provincial, county, or municipal governments or any department or agency thereof; any officer or employee of a company or business owned in whole or in part by a government ( State- Owned Enterprise ); and any officer or employee of a public international organization (for example, the World Bank, United Nations, or the European Union); any foreign political party or official thereof; or any candidate for political office. Government Officials include officials at every level of government, regardless of rank or position. 5. GIFTS Employees and Representatives are permitted to give reasonable and customary gifts to Commercial Business Associates or Government Officials (and to receive reasonable and customary gifts from Commercial Business Associates or Government Officials), but only if all of the following conditions are met: The purpose of the gift is not to obtain an Improper Benefit; The gift or total value of gifts given in a single 12-month period are of modest value (under $50) per person; The gift is a customary business gift given in connection with a recognized local gift-giving celebration or a legitimate business event; The gift is not cash (or a cash-equivalent); and The gift is appropriate under the circumstances, transparent, and given in a manner that avoids any appearance of impropriety or embarrassment if publicly disclosed. Employees and Representatives should avoid a pattern of giving or receiving modest value gifts, as this behavior may begin to take on the appearance of corruption or impropriety. It is also preferable that gifts are not given to or received from an individual, but, where possible, are given to or received from either (1) the business address and company organization of the Commercial Business Associate; or (2) the formal address of the government department, agency, or State-Owned Enterprise of the Government Official (as applicable). 5.1 GIFTS PROCESS OVERVIEW Gifts to Commercial Business Associates or Government Officials exceeding a total value of $50 per person must be approved in writing in advance by using the Gift Permission Request and Reporting Form. Gifts from Commercial Business Associates or Government Officials exceeding a total value of $50 per person must be reported in writing within 30 days of receiving the gift by using the Gift Permission Request and Reporting Form. The Gift Permission Request and Reporting Form requires one or more levels of approval depending on the value of the gift: Reviewed and revised November

6 GIFT VALUE (in single 12-month period) Up to $50 From $50 $100 Above $100 Gift Permission Request & Reporting Form Required? No Yes Yes Legal & Compliance Approval Required? Yes No Yes Division President, Regional Head, Officer or CEO Approval Required? No No Yes Expenses incurred as a consequence of giving a gift or gifts must be submitted through Innospec s Expense Procedure with a copy of the completed and approved Gift Permission Request and Reporting Form attached to the expense claim. 5.2 GIFTS PROCESS MAP Reviewed and revised November

7 Description: Value: 5.3 GIFTS PERMISSION AND REQUEST FORM Use this form to obtain approval for a gift given or received where the gift value exceeds $50 per person THE GIFT Purpose / Occasion surrounding the Gift: Has the Gift already been Given or Received? (Select and complete appropriate box on the right) Yes, Given on the following Date: Yes, Received on the following Date: DD/MM/YYYY DD/MM/YYYY No, it is to be Given on the following Date: DD/MM/YYYY No, it is to be Received on the following Date: DD/MM/YYYY THE RECIPIENT OF THE GIFT (complete only if different to the YOUR DETAILS section below) Recipient Name & Contact Details: Recipient Title / Position: Recipient s Employer Details (including address): THE PROVIDER OF THE GIFT (complete only if different to the YOUR DETAILS section below) Provider Name & Contact Details: Provider Title / Position: Provider s Employer Details (name and address): OTHER KEY DETAILS Is either the Recipient or the Provider a Government Official? (Please refer to policy if you need to be reminded of the definition of Government Official ) If Yes, please provide full details and specify whether details relate to Recipient or Provider (use a second page if necessary): Do either the Recipient and the Provider, or the Recipient s Employer and the Provider s Employer currently have any business pending (e.g., a contract, application, tender, approval, etc.) with each other? If Yes, please provide full details (use a second page if necessary): Has the Recipient received other gifts from the same gift-provider within the past 12 months? If Yes, please describe each prior gift, value and date received (use a second page if necessary): YOUR DETAILS Your Signature: Your Name: Today s Date: Your Business Unit: Legal & Compliance: (Required for all gifts above $50) Your Location: APPROVAL DETAILS Signature: Name: Approval Date: DD/MM/YYYY Division President, Regional Head, Officer or CEO: Signature: Name: Approval Date: DD/MM/YYYY (Required in addition to Legal & Compliance Approval for all gifts above $100) Remember to (1) send a copy of all completed forms to the Legal & Compliance Department; (2) attach a copy of this form to your expense claim form if giving a gift; and (3) ensure that you keep the original copy form for your own records. If you choose to submit this form via to obtain the necessary approval(s) without first printing it out for signature, your typed name in the signature box may serve as your signature. Reviewed and revised November

8 6. HOSPITALITIES Modest and reasonable hospitalities given to or received from Commercial Business Associates and Government Officials (for example, meals, travel, lodging, entertainment, or transportation associated with promotional events, factory tours, training, or educational events) are permissible only if the expenses are directly related to: the promotion, demonstration, or explanation of Innospec s products or services; or the execution or performance of a contract. Employees may not offer or provide Hospitalities of any type to a Government Official or Commercial Business Associate to secure an Improper Benefit. Within this section, hospitalities are further classified into meals-only hospitalities and other hospitalities. 6.1 MEALS-ONLY HOSPITALITIES PROCESS OVERVIEW Employees and Representatives may provide meals to or accept meals from Commercial Business Associates and Government Officials only if all of the following conditions are met: Government Officials: o Limits - The cost of meals with Government Officials (including employees of a State-Owned Enterprise) should not exceed a cumulative total of $200 per person in a single 12-month period. Each meal should not exceed $100 per person. The frequency must be appropriate for the business purpose at hand e.g. connected to product promotion, technical presentations, site visits, contract discussions etc. The Employee must ensure that the provision of such meals to Government Officials is acceptable according to any policies or guidelines issued by the employer of the Government Official and by the specific jurisdiction. o Reporting - Employees must complete and submit the Meals Reporting Form to their Division President, Regional Head, Officer or CEO and Legal & Compliance Department within 30 days of any meal over $50 per person given to or received from a Government Official, if not otherwise submitted for prior approval. Commercial Business Associates: o o Limits - The cost of meals with Commercial Business Associates should not exceed an amount appropriate for the business purpose at hand, and should not exceed an appropriate frequency. Reporting - Employees must complete and submit the Meals Reporting Form to their Division President, Regional Head, Officer or CEO and Legal & Compliance Department within 30 days of any meal with a Commercial Business Associate that exceeds $150 per person, unless prior approval has been sought and received. Otherwise, reporting and approval shall be in accordance with Innospec s Expense Procedure. Reviewed and revised November

9 MEALS ONLY HOSPITALITIES Maximum Frequency Limit: Maximum Cost Limit: Reporting Requirement: Government Officials (including employees of a State-Owned Enterprise) Should not exceed an appropriate frequency for the business purpose at hand e.g. connected to product promotion, technical presentations, site visits, contract discussions etc. Meals should not exceed a cumulative total of $200 per person in a single 12-month period. Each meal should not exceed $100 per person. All meals over $50 per person given or received are to be reported on the Meals Reporting Form within 30 days. If the frequency or cost limits are to be exceeded then preapproval is required using the Meals Reporting Form. Commercial Business Associates Should not exceed an appropriate frequency Should not exceed an amount appropriate for the business purpose at hand Only meals given or received that exceed or are likely to exceed $150 per person need to be reported on the Meals Reporting Form within 30 days. Preapproval can be sought using the Meals Reporting Form if a preplanned meal is likely to exceed this amount. The Form must include the name of each Government Official, Commercial Business Associate and all Innospec personnel who attended or will attend the meal. Expenses incurred as a consequence of providing meals to Government Officials or Commercial Business Associates must be submitted through Innospec s Expense Procedure with a copy of the completed Meals Reporting Form attached to the expense claim, where relevant. There may be occasions when Innospec s limits on the amount or number of meals with Government Officials may be exceeded, but Employees must seek the prior written approval of their Division President, Regional Head, Officer or CEO and Legal & Compliance Department before exceeding these limits. Employees seeking prior approval should use the Meals Reporting Form, but clearly note that the meal in question has not occurred. If an event will involve both a meal and some other form of hospitality (e.g., travel or tickets to an event), Employees must follow the Other Hospitalities procedure set forth below. 6.2 OTHER HOSPITALITIES PROCESS OVERVIEW Other hospitalities are non-meals only hospitalities including leisure activities such as golf, customer events, sporting events, entertainment, theater, or concerts and payment of travel related expenses e.g. accommodation, airfare, transportation. If a meal accompanies a hospitality (e.g. golf and lunch with customers), you only need to submit one form, the Other Hospitalities form, and include the value of the meal on the form where indicated. Reviewed and revised November

10 Employees and Representatives may provide hospitalities to or accept hospitalities from Commercial Business Associates and Government Officials only if all of the following conditions are met: Government Officials: For all hospitalities with Government Officials regardless of value, Employees must complete and submit the Other Hospitalities (Including Travel) Form to their Division President, Regional Head, Officer or CEO and the Legal & Compliance Department for approval prior to the hospitality. Commercial Business Associates: For all hospitalities with Commercial Business Associates exceeding $500 in total, Employees must complete and submit the Other Hospitalities (including Travel) Form to their Division President, Regional Head, Officer or CEO and the Legal & Compliance Department for approval prior to the hospitality. In the event that prior approval is unable to be obtained due to exceptional circumstances in the nature or timing of the hospitality, the Other Hospitalities (Including Travel) Form must be submitted within 30 days of the date of hospitality. All pre-planned or organized events at which numerous Commercial Business Associates are invited to attend, or where there is any potential that any Government Officials might attend, at full or partial cost to the Company shall require prior written approval from the Employee s Division President, Regional Head, Officer or CEO and Legal & Compliance Department using the Other Hospitalities (Including Travel) Form. Expenses incurred while providing hospitalities must be submitted in accordance with Innospec s Expense Procedure, along with a copy of the approved and completed Other Hospitalities (Including Travel) - Form where relevant. The frequency of hospitality must be carefully monitored for any appearance of impropriety. When arranging for hospitalities, the following considerations will apply for both Government Officials and Commercial Business Associates: Whenever possible, invitations should be issued to the Commercial Business Associate s or Government Official s employer, not directly to the individual. Whenever possible, the Commercial Business Associates or Government Officials who will receive the hospitality should be selected by the relevant business or government entity rather than by Innospec. Where appropriate, the line manager of the person selected to receive the hospitality should provide notification to Innospec that accepting Innospec s hospitality is consistent with the recipient company s policies and procedures. Payments to cover expenses should, whenever possible, be paid directly to vendors (for example, hotels, airlines, and car rental companies) rather than to the Commercial Business Associate or Government Official. If direct payment to the vendor is not possible, reimbursement should be made to the relevant business entity or government agency rather than the individual Commercial Business Associate or Government Official and only upon the individual s presentation of receipts for the expenses submitted. Reviewed and revised November

11 Reimbursement is permitted only for modest, incidental daily expenses that are accompanied by receipts. All expenses must be reasonable in value (e.g., economy class airline tickets). Extravagant hotels and facilities must be avoided. No cash allowance, monetary award or payment, or daily fees or allowances will be permitted. Innospec will not pay for any travel expenses for family members or guests of a Commercial Business Associate or Government Official. Hospitality for any one individual Commercial Business Associate should not exceed an appropriate frequency and for any Government Official generally should not exceed two events in a single 12-month period. 1 There may be rare occasions when an Employee s spouse might accompany them on legitimate business trips related to a customer activity, event or business related requirement. Pre-approval for your spouse s accompaniment on a business trip must be sought from (1) the Employee s Division President, Regional Head or Officer, (2) Legal & Compliance and (3) the President and CEO. A determination of the amount of reimbursable expenses must be made. All such pre-planned or organized trips, at full or partial cost to the Company shall require prior written approval from Legal & Compliance using the Spouse Travel Approval Form. All agreed expenses incurred while traveling with a spouse must be submitted in accordance with Innospec s Expense Procedure, along with a copy of the approved and completed Spouse Travel Approval Form where relevant. 1 There may be isolated occasions when this limit on the number of Other Hospitalities may be exceeded with the prior written approval of the Employee s Division President, Regional Head, Officer or CEO and Legal & Compliance Department Reviewed and revised November

12 6.3 MEALS-ONLY AND OTHER HOSPITALITIES OVERALL PROCESS MAP Reviewed and revised November

13 6.4 MEALS-ONLY FORM REASON FOR SUBMITTING THIS FORM Reporting or seeking pre-approval from the Division President, Regional Head, Officer or CEO and Legal & Compliance Department for a meal given to or received from a Commercial Business Associate that exceeded or is likely to exceed $150 per person Reporting or seeking pre-approval from the Division President, Regional Head, Officer or CEO and Legal & Compliance Department for a meal to be given to or received from a Government Official that exceeded or is likely to exceed $50 per person Description: THE MEAL Value: Has the Meal already been Given or Received? (Select and complete appropriate box on the right) Yes, Given on the following Date: DD/MM/YYYY No, it is to be Given on the following Date: DD/MM/YYYY Yes, Received on the following Date: DD/MM/YYYY No, it is to be Received on the following Date: DD/MM/YYYY THE RECIPIENT(S) OF THE MEAL (* Please give full details for each person if more than one Recipient and / or more than one Provider) (complete only if different to the YOUR DETAILS section below) (Use an additional page if necessary) Recipient(s) Name & Contact Details*: Recipient(s) Title / Position: Recipient(s) Employer Details (including address): THE PROVIDER OF THE MEAL (complete only if different to the YOUR DETAILS section below) Provider Name & Contact Details: Provider Title / Position: Provider s Employer Details (name and address): The meals hospitality is directly related to (select as applicable): OTHER KEY DETAILS The promotion, demonstration or explanation of the provider s product or services; The execution or performance of a contract with Recipient s Employer Please provide detailed information about how the meals hospitality relates to the description you have selected: Do either the Recipient(s) and the Provider, or the Recipient s Employer and the Provider s Employer currently have any business pending (e.g., a contract, application, tender, approval, etc.) with each other? If Yes, please provide full details: Has each Recipient received other meals hospitality from the same hospitality-provider within the past 12 months? Yes / No If Yes, please describe each prior meal, value, and date received: YOUR DETAILS Your Signature: Your Name: Today s Date: DD/MM/YYYY Your Business Unit: Your Location: APPROVAL DETAILS Division President, Regional Head, Signature: Name: Approval Date: DD/MM/YYYY Officer or CEO: Reviewed and revised November

14 Legal & Compliance: Signature: Name: Approval Date: DD/MM/YYYY Remember to (1) send a copy of this form to Legal & Compliance within 30 days of the date of the meal (or, if seeking pre-approval, before the meal); (2) attach a copy of this form to your expense claim form if you are providing the meal hospitalities; and (3) ensure that you keep the original copy form for your own records. If you choose to submit this form for approval via without first printing it for signature, your typed name in the signature box may serve as your signature. Reviewed and revised November

15 6.5 OTHER HOSPITALITIES (INCLUDING TRAVEL) FORM REASON FOR SUBMITTING THIS FORM Reporting or seeking pre-approval from the Division President, Regional Head, Officer or CEO and Legal & Compliance Department for hospitalities to be given to or received from a Government Official regardless of value Reporting or seeking pre-approval from the Division President, Regional Head, Officer or CEO and Legal & Compliance Department for hospitalities exceeding $500 in total to be given to or received from a Commercial Business Associate Description of the Hospitality: THE HOSPITALITIES Value of the Hospitality: Value of any Meals Accompanying the Hospitality: Has the Hospitality already been Received? No, it is to be Given on the following Date: DD/MM/YYYY Yes, it was Received on the following Date: DD/MM/YYYY THE RECIPIENT(S) OF THE HOSPITALITIES (* Please give full details for each person if more than one Recipient and / or more than one Provider) (complete only if different to the YOUR DETAILS section below) (Use an additional page if necessary) Recipient(s) Name & Contact Details*: Recipient(s) Title / Position: Recipient(s) Employer Details (including address): THE PROVIDER OF THE HOSPITALITY (complete only if different to the YOUR DETAILS section below) Provider Name & Contact Details: Provider Title / Position: Provider s Employer Details (name and address): The hospitality is directly related to (select as applicable): OTHER KEY DETAILS The promotion, demonstration or explanation of the provider s product or services; The execution or performance of a contract with Recipient s Employer Please provide detailed information about how the hospitality relates to the description you have selected: Do either the Recipient and the Provider, or the Recipient s Employer and the Provider s Employer currently have any business pending (e.g., includes a contract, application, tender, approval, etc.) with each other? If Yes, please provide full details: Has each Recipient received other hospitality from the same hospitality-provider within the past 12 months? If Yes, please describe each prior hospitality, value, and date received: ): YOUR DETAILS Your Signature: Your Name: Today s Date: DD/MM/YYYY Your Business Unit: Your Location: APPROVAL DETAILS Reviewed and revised November

16 Division President, Regional Signature: Name: Approval Date: DD/MM/YYYY Head, Officer or CEO: Legal & Compliance: Signature: Name: Approval Date: DD/MM/YYYY Remember to (1) send a copy of this form to the Division President, Regional Head, Officer or CEO and Legal & Compliance Department for approval PRIOR to the hospitality taking place or within 30 days where prior approval was unable to be obtained due to exceptional circumstances in the nature or timing of the hospitality; (2) attach a copy of this form to your expense claim form if you are providing the hospitalities; and (3) ensure that you keep the original copy form for your own records. If you choose to submit this form for approval via without first printing it for signature, your typed name in the signature box may serve as your signature. Reviewed and revised November

17 6.6 SPOUSE TRAVEL APPROVAL FORM REASON FOR SUBMITTING THIS FORM Seeking pre-approval for your Spouse s accompaniment on a business trip and for determining the amount of their reimbursable expenses Name of Requestor: THE HOSPITALITIES Name of Spouse: Spouse Arrival & Departure Dates: Is your Spouse s travel related to a customer activity? If Yes, please provide full details: Customer Activity Dates: Description and Value of Spouse Costs (e.g. flights, transportation, meals): Description and Value of Spouse Costs on Location (e.g. meals, lodging): Description and Value of Spouse Amenities and Hospitalities (e.g. hotel services, recreational): Is transportation being provided for your Spouse? If Yes, please provide full details & cost: YOUR DETAILS Your Signature: Your Name: Today s Date: Your Business Unit: Your Location: DD/MM/YYYY APPROVAL DETAILS Division President, Signature: Name: Approval Date: Regional Head or Officer: DD/MM/YYYY General Counsel & Chief Compliance Officer: Signature: Name: Approval Date: DD/MM/YYYY President & CEO: Signature: Name: Approval Date: DD/MM/YYYY Reviewed and revised November

18 7. CHARITABLE DONATIONS Innospec is committed to the communities in which it does business and permits reasonable donations to domestic and foreign charities. Charitable donations must be given only to purely charitable organizations for proper charitable purposes and cannot be used as disguised forms of bribery. The charity must have no relationship to a Commercial Business Associate or Government Official with decision-making authority over Innospec s business. 7.1 CHARITABLE DONATIONS PROCESS OVERVIEW Donations made on Innospec s behalf must be reported to and pre-approved by the Division President, Regional Head, Officer or CEO and Legal & Compliance Department using the Charitable Donation Reporting Form. 7.2 CHARITABLE DONATIONS PROCESS MAP Reviewed and revised November

19 7.3 CHARITABLE DONATIONS PERMISSION AND REPORTING FORM THE CHARITABLE DONATION Description (including date of proposed donation): Value: THE RECIPIENT OF THE CHARITABLE DONATION Charitable Organization Name: Charitable Organization Contact (name, title, and phone number): Describe nature and purpose of the Charitable Organization: Does the Charitable Organization have any relationship with an Innospec Commercial Business Associate, a Government Official, or any government? If Yes, does the Charitable Organization or a member of the Charitable Organization currently have any business pending (e.g., a contract, application, tender, approval, etc.) with Innospec? If Yes, please provide full details: Has the Charitable Organization received other Charitable Donations from Innospec within the past 12 months? If Yes, please describe each prior donation, value, and date received: OTHER KEY DETAILS Please attach to your completed form (1) a copy of the letter that will accompany the charitable donation; and (2) a copy of any correspondence from the Charitable Organization relating to the donation request. Please list the names of other Innospec employees involved in arranging the Charitable Donation: YOUR DETAILS Your Signature: Your Name: Today s Date: DD/MM/YYYY Your Business Unit: Your Location: Division President, Regional Head, Officer or CEO: (Required for all donations) Legal & Compliance: APPROVAL DETAILS Signature: Name: Approval Date: DD/MM/YYYY Signature: Name: Approval Date: DD/MM/YYYY (Required for all donations) Remember to (1) send a copy of all completed forms (and attachments required) to the Division President, Regional Head, Officer or CEO and Legal & Compliance Department; (2) attach a copy of the required documents and the check requisition; and (3) ensure that you keep the original copy form for your own records. If you choose to submit this form for approval via without first printing it for signature, your typed name in the signature box may serve as your signature. Reviewed and revised November

20 7.4 CHARITABLE DONATIONS CONTRIBUTIONS IN EMPLOYEES PRIVATE CAPACITY Employees may wish to make charitable contributions in their private capacity with their own funds, and Innospec does not prohibit them from doing so. All Innospec Employees should note, however, that they or the Company could be held liable under applicable anti-corruption laws and Employees could be subject to discipline under Innospec s disciplinary policies if these contributions are made with a corrupt intent to obtain or retain business or to secure an Improper Benefit. Innospec Employees are not required to complete the Charitable Donations Permission and Reporting Form for private contributions, but should consider the following questions with regard to any such contributions: Did a Government Official or Commercial Business Associate request or suggest the contribution? Is the contribution to an entity or individual affiliated with a Government Official, government entity, or Commercial Business Associate with whom Innospec conducts business? Is there any reason to believe that making the contribution might influence Innospec s ability to obtain or maintain business with a Government Official, government entity, or Commercial Business Associate? If the answer to any of these questions is Yes, then the Innospec Employee should seek guidance from the Legal & Compliance Department before proceeding. 8. SPONSORSHIPS In certain situations, Innospec may sponsor events or activities hosted, coordinated, or supported by third parties. Under Innospec s Anti-Corruption Policies, sponsorships include any contribution in money or in kind by Innospec towards an event organized by a third party in return for the opportunity to advertise the Innospec brand by, for example, displaying the Innospec logo or otherwise publicizing Innospec during the event (e.g., by mentioning Innospec s support during the opening or closing addresses of a conference). Before promising or agreeing to sponsor any event, Innospec Employees must submit the Sponsorship Permission Request and Reporting Form to the Division President, Regional Head, Officer or CEO and Legal & Compliance Department. Sponsorship agreements must be in writing and must detail the consideration provided for Innospec s funds and the planned use for the funds. Reviewed and revised November

21 8.1 SPONSORSHIP APPROVAL REQUEST / REPORTING FORM Description: THE SPONSORSHIP Value: Purpose / Occasion relating to the Sponsorship: Date of the Event to be Sponsored: DD/MM/YYYY Recipient Name & Contact Details: THE RECIPIENT OF THE SPONSORSHIP Recipient Title / Position: Recipient s Employer Details (including address): Has the Recipient received other sponsorships from Innospec within the past 12 months? If Yes, please describe the prior sponsorship(s): OTHER KEY DETAILS Is the Recipient a Government Official or affiliated with a Government Official? If Yes, please provide full details: Does the Recipient or the Recipient s Employer currently have any business pending (e.g., a contract, application, tender, approval, etc.) with Innospec? If Yes, please provide full details regarding the pending business: YOUR DETAILS Your Signature: Your Name: Today s Date: Your Business Unit: Division President, Regional Head, Officer or CEO: Your Location: APPROVAL DETAILS Signature: Name: Approval Date: DD/MM/YYYY (Required for all sponsorships) Legal & Compliance: (Required for all sponsorships) Signature: Name: Approval Date: DD/MM/YYYY Remember to (1) send a copy of this completed form (and attachments required) to the Division President, Regional Head, Officer or CEO and Legal & Compliance Department; (2) ensure that you keep the original copy form for your own records. If you choose to submit this form for approval via without first printing it for signature, your typed name in the signature box may serve as your signature. Reviewed and revised November

22 9. ACCURATE BOOKS AND RECORDS All payments and other activities made pursuant to this Policy must be accurately recorded in Innospec s corporate books and records in a timely manner and in reasonable detail. Innospec Employees and Representatives are prohibited from making false, misleading, incomplete, inaccurate, or artificial entries in Innospec s books and records. Innospec Employees and Representatives should retain copies of all forms they submit under this Policy for audit purposes. 10. DISCIPLINARY PROCEDURE Failure to comply with this Gifts & Hospitalities Policy will be grounds for disciplinary action, up to and including termination of employment, consistent with the disciplinary process for the relevant Innospec site / country. In addition, Employees and Representatives violating the FCPA, UKBA and/or local anti-bribery laws risk prosecution by relevant investigating authorities which may result in a personal fine and / or imprisonment. 11. REPORTING / WHISTLEBLOWING Employees suspecting a potential violation of This Policy should follow the procedures set out in the Reporting Corporate Governance Concerns procedures found on the Intranet at ADMINISTRATION Innospec s Chief Compliance Officer is responsible for the content and periodic review of this Policy. 13. QUESTIONS Any questions concerning these Gifts & Hospitalities Procedures may be addressed to the Legal & Compliance Department. Reviewed and revised November