Purpose:
This policy outlines the obligations and basic principles of Anti-Bribery and Corruption (ABC) laws that all employees, agents, and partners of our company must follow. This policy also provides guidance on the basic elements of an effective ABC compliance program and the consequences of violating this policy.
ABC Compliance Obligations:
All employees, agents, and partners must understand and comply with the Anti-Corruption Laws, which includes the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business and other local anti-corruption or anti-bribery laws.
Specifically, all employees, agents, and partners must:
• Never offer, promise, request, authorize or accept a bribe, directly or indirectly, for any reason.
• Maintain reasonable procedures, internal policies, controls, and methods designed to ensure compliance with Anti-Corruption Laws.
• Adopt a third-party due diligence process for vetting third parties engaged in the context of our business.
• Not work with any individual or entity that engages in or is suspected of engaging in bribes, kickbacks, fraud, or other improper activities.
Basic Principles of ABC Laws:
The US Foreign Corrupt Practices Act (1977) and UK Bribery Act 2010 prohibit payments to foreign government officials to assist in obtaining business. Do not give anything of value to a government official with the intent to obtain business. Do not accept bribes or kickbacks. Do not falsify accounting (keep clean books and records). Do not do business with third parties that do either of these things.
Consequences of Violating this Policy:
Violating this policy or the Partner Code of Conduct may result in Dell EMC enforcing its contractual and legal rights, including termination of our relationship with you. Fines and penalties can be in the billions, and enforcement actions are often cross-border.
Basic Elements of an ABC Compliance Program:
An effective ABC compliance program includes:
• Tone at the Top: A commitment from senior management and a clearly articulated policy against corruption.
• Code of Conduct & Compliance Policies: Policies and procedures detailing proper internal controls, auditing practices, documentation policies, and disciplinary measures should be in place.
• Oversight, Autonomy and Resources: Individuals in charge of oversight should have autonomy from management and should have sufficient resources to ensure the program is implemented correctly.
• Risk Assessment: Companies should regularly analyze and address the specific risks they face.
• Training: Companies should take the appropriate steps to ensure that the policies and procedures have been communicated effectively throughout the organization.
• Incentives and Disciplinary Measures: Clear disciplinary procedures should be in place, and the adherence to compliance policies and procedures should be incentivized throughout the company.
• Third-Party Due Diligence & Payments: Third parties should be assessed regularly and should be informed of the company’s compliance program and code of conduct.
• Reporting: Employees must be able to report violations without fear of retaliation. The compliance program and internal controls should be updated after an internal investigation.
• Testing and Review: The compliance program should be reviewed and tested for effectiveness regularly.
Guidance on Effective ABC Compliance Programs:
A robust program depends on whether a company has tailored its policies and processes to address its specific risks. The DOJ emphasizes that there is no one size fits all program, and individual companies may have different needs depending on their size and the particular risks associated with their businesses. Dell EMC’s policy is available upon request as an example. Your policy and ABC program should be tailored to the risk profile of your company.