INNOSPEC GROUP GIVING AND RECEIVING GIFTS & HOSPITALITIES PROCEDURES I : company documents/corporate policies / current / Giving and receiving gifts and hospitalities procedures English Uploaded 27.07.11
CONTENTS 1. Introduction 2. Scope 3. General Rule 4. Exceptions - Gifts 4.1 Gifts - Process Overview 4.2 Gifts Process Map 4.3 Gifts Form 5. Exceptions - Hospitalities 5.1 Meals Hospitalities - Process Overview 5.2 Non-Meals Hospitalities Process Overview 5.3 Meals & Non-Meals Hospitalities Overall Process Map 5.4 Meals Form 5.5 Non-Meals Hospitalities - Form 6. Exceptions Charitable Donations 6.1 Charitable Donations - Process Overview 6.2 Charitable Donations Process Map 6.3 Charitable Donations - Form 7. Accurate Books and Records 8. Disciplinary Procedure 9. Reporting / Whistle-blowing 10. Questions I : company documents/corporate policies / current / Giving and receiving gifts and hospitalities procedures English Uploaded 27.07.11 2
1. INTRODUCTION In many countries, gifts and hospitalities play an important role in building business relationships. However, problems arise when such customary courtesies create new opportunities for undue influence and misuse. Innospec 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 US Foreign Corrupt Practices Act (FCPA), UK Bribery Act (UKBA) and local anti bribery laws. Innospec s Code of Ethics and Anti-Corruption Policy (collectively Anti-bribery Policies ) provide a guide to the legal and ethical standards observed and required by the Company. The objective of this procedure is to ensure that gifts and hospitalities given to or received from customers, suppliers, other Commercial Business Associates (as defined below), and individuals acting or considered as Government Officials (as defined below) comply with the Anti-bribery Policies and all applicable laws. 2. SCOPE This procedure applies to all Innospec officers, directors and employees worldwide and all of its subsidiaries and affiliated companies (collectively Employees ). Its general principles and prohibitions also apply to agents, distributors, consultants, joint venture partners and any other third-party representative acting on Innospec s behalf (collectively Representatives ) 3. GENERAL RULE The following definitions apply within this procedure and policy: Anything of Value includes not only money, but also gifts, gift cards, electronic equipment, clothing, meals, entertainment (for example, concert, theater, sport, or other similar event invitations without a prevailing business character), travel, lodging, transportation, loans, use of property or equipment, and job offers; Commercial Business Associate includes purely private commercial business associates such as current or potential customers, suppliers, or vendors; Expense Procedure means Innospec s standard expense claim, reporting and reimbursement procedure, a copy of which can be found in the Corporate Services, Human Resources section of the intranet; Government Official(s) includes officials or employees of a domestic or foreign government, or any department or agency thereof; any officers or employees of a company or business owned in whole or in part or controlled by a government ( state-owned enterprise ); any officers or employees of a public international organization such as the World Bank or the United Nations; any domestic or foreign political party or official thereof; or any candidate for political office. Government officials include officials at every level of government. 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 and Government Officials with the purpose of obtaining or retaining business or to secure any improper business advantage, special treatment or undue influence (collectively, Improper Benefit ). Exceptions to the general rule are described in sections 4, 5 and 6 below along with mandatory supporting processes whose objective is to ensure that such exceptions remain in compliance with the Anti-bribery Policies. I : company documents/corporate policies / current / Giving and receiving gifts and hospitalities procedures English Uploaded 27.07.11 3
In the case of interaction with Commercial Business Associates (i.e. not Government Officials) the exception applicable to giving or receiving meals is broader. 4. EXCEPTIONS - GIFTS Employees and Representatives are permitted to give and receive reasonable and customary gifts to or from Commercial Business Associates or Government Officials 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 must be of modest value (under $50) per person; The gift must be a customary business gift given in connection with a recognized local giftgiving celebration (for example, a wedding) or a legitimate business event; No cash gifts are permitted; The gift must be 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 behaviour may begin to take on the appearance of a bribe. 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 (i) the business address and company organisation of the Commercial Business Associate; or (ii) formal address of the government department or agency of the Government Official (as applicable). 4.1 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 approved in writing within 7 days of receipt of 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: GIFT VALUE (in single 12 month period) Up to $50 From $50 - $100 Above $100 Gift Permission Request & Reporting Form Required? No Yes Yes Supervisor Approval No Yes Yes Required? Legal & Compliance Approval Required? No No Yes Expenses incurred as a consequence of giving a gift(s) 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. I : company documents/corporate policies / current / Giving and receiving gifts and hospitalities procedures English Uploaded 27.07.11 4
4.2 GIFTS - PROCESS MAP I : company documents/corporate policies / current / Giving and receiving gifts and hospitalities procedures English Uploaded 27.07.11 5
4.3 GIFTS - FORM I : company documents/corporate policies / current / Giving and receiving gifts and hospitalities procedures English Uploaded 27.07.11 6
5. EXCEPTIONS - 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: (1) the promotion, demonstration, or explanation of Innospec s products or services; or (2) the execution or performance of a contract. Hospitalities may not be offered in return for an Improper Benefit or to obtain or retain business. Within this section, hospitalities are further classified into meals-related hospitalities and nonmeals-related hospitalities. 5.1 MEALS HOSPITALITIES PROCESS OVERVIEW Employees and Representatives may provide for or accept meals from Commercial Business Associates and Government Officials only if all of the following conditions are met: Government Officials: Reasonable efforts should be made to keep the cost of meals with Government Officials (including employees in state-owned or state-controlled companies) to no more than $150 per person, a maximum of two times in a single 12-month period. It is acknowledged that there may be isolated occasions where these limitations are exceeded. Commercial Business Associates: There is no express limit on the value or frequency of meals for purely private Commercial Business Associates. Rather, Innospec Employees should use sound judgement as to what is reasonable under the circumstances for meals with Commercial Business Associates, bearing in mind that no meals may be provided for purposes of securing any Improper Benefit. The Meals Reporting Form must be completed and a copy submitted to the Legal and Compliance Department within 7 days of any meal given to or received from a Government Official. The Meals Reporting Form is not required to be completed if the meal is given to or received from a Commercial Business Associate. 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 required (i.e. if claiming expenses for meal(s) provided to a Government Official). 5.2 NON-MEALS HOSPITALITIES PROCESS OVERVIEW All costs and expenses, regardless of value, relating to hospitalities for Government Officials other than meals must adhere to this policy and must be submitted to Legal & Compliance for prior written approval using the Non-Meals Hospitalities - Permission Request and Reporting Form. Innospec Employees should use sound judgment as to what is reasonable under the circumstances for hospitalities with Commercial Business Associates, bearing in mind that no I : company documents/corporate policies / current / Giving and receiving gifts and hospitalities procedures English Uploaded 27.07.11 7
hospitalities may be provided for purposes of securing any Improper Benefit. This includes but is not limited to golf, sports or concert tickets, sightseeing tours, travel and lodging provided for such purpose. All costs and expenses, regardless of value relating to hospitalities provided to purely private Commercial Business Associates must adhere to Innospec s Expense Procedure. Expenses incurred with providing hospitalities must be submitted through Innospec s Expense Procedure along with a copy of the approved and completed Non-Meals Hospitalities Permission Request and Reporting Form where required (i.e. if claiming expenses for hospitalities provided to a Government Official). The frequency of hospitality must be carefully monitored for any appearance of impropriety. When contemplating arranging for hospitalities, the following considerations will apply for both Government Officials and Commercial Business Associates: Invitations should be issued to the Commercial Business Associate s or Government Official s employer, not directly to the individual. Commercial Business Associates or Government Officials should be selected by the relevant business or government entity rather than by Innospec. Reimbursement will be permitted for modest, incidental daily expenses and must be accompanied by receipts. Payments to cover expenses should, whenever possible, be paid directly to vendors (for example, hotels, airlines and car rental companies) rather than the Commercial Business Associate or Government Official. If direct payment 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. All expenses must be reasonable, including airline economy class tickets. Extravagant facilities should be avoided. Innospec will provide souvenirs of only nominal value. No cash allowance, monetary award / payment, or daily fees / 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 should not exceed 2 events in a single 12-month period. I : company documents/corporate policies / current / Giving and receiving gifts and hospitalities procedures English Uploaded 27.07.11 8
5.3 MEALS & NON-MEALS HOSPITALITIES OVERALL PROCESS MAP I : company documents/corporate policies / current / Giving and receiving gifts and hospitalities procedures English Uploaded 27.07.11 9
5.4 MEALS - FORM I : company documents/corporate policies / current / Giving and receiving gifts and hospitalities procedures English Uploaded 27.07.11 10
5.5 NON-MEALS HOSPITALITIES FORM I : company documents/corporate policies / current / Giving and receiving gifts and hospitalities procedures English Uploaded 27.07.11 11
6. EXCEPTIONS 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. 6.1 CHARITABLE DONATIONS PROCESS OVERVIEW Donations made on Innospec s behalf must be reported to and approved by Legal & Compliance using a Charitable Donation Reporting Form. 6.2 CHARITABLE DONATIONS PROCESS MAP I : company documents/corporate policies / current / Giving and receiving gifts and hospitalities procedures English Uploaded 27.07.11 12
6.3 CHARITABLE DONATIONS FORM I : company documents/corporate policies / current / Giving and receiving gifts and hospitalities procedures English Uploaded 27.07.11 13
7. ACCURATE BOOKS AND RECORDS All payments and other activities made pursuant to these Gifts & Hospitalities Procedures must be accurately recorded in Innospec s corporate books and records in a timely manner and in reasonable detail. Innospec Employees and Representatives should retain copies of all forms they submit under this Policy for audit purposes. Innospec Employees and Representatives are prohibited from making false, misleading, incomplete, inaccurate or artificial entries in Innospec s books and records. 8. DISCIPLINARY PROCEDURE Failure to comply with these Gifts & Hospitalities Procedures will be grounds for disciplinary action, up to and including termination of employment, in line 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. 9. REPORTING / WHISTLEBLOWING Employees suspecting a potential violation of these Procedures should follow the procedures set out in the Reporting Corporate Governance Concerns procedures found on the Intranet at http ://www.innospecinc.net/4/corporatedepartments/legalservices/oa 114528. 10. QUESTIONS Any questions concerning these Gifts & Hospitalities Procedures may be addressed to the Legal & Compliance Department. I : company documents/corporate policies / current / Giving and receiving gifts and hospitalities procedures English Uploaded 27.07.11 14