ANTI-BRIBERY 
& ANTI-CORRUPTION

PAY A BRIBE? PAY THE PRICE.

Bribery consists of, directly or indirectly, offering, paying, promising to pay, give, or authorizing the giving or payment of any money or anything of value to anybody (foreign official or private person) for the purpose of influencing any act or decision of this person in his or her capacity.

DO

  • Conduct daily operations with openness, fairness and honesty, adhering to ADP International Perimeter’s standards of doing business;

  • report cases of corruption you might come across or suspect in your daily business operations to your manager, local compliance manager or to the corporate compliance team.

RISKY

  • Working in countries which are located in a high bribery and corruption risk area according to transparency international annual corruption perceptions index (www.transparency.org);

  • dealing directly or indirectly with government officials, whose significant influence, could lead to higher corruption risk;

    dealing with individuals instead of a company or a corporation.

DON'T

  • Offer or receive money, gifts, kickbacks, commissions or anything of value;

  • improperly win business or gain a contract;

  • permit an agent, representative or other third-party acting for ADP International, ADP Ingenierie or TAV to bribe anyone.

IS IT COMPLIANT?

An ADP International Perimeter employee considers making payments to Customs Service Officials in order to obtain a Transport Importation Permit.

What should ADP International Perimeter employee do?

This situation is a direct way to corrupt customs officials.The employee shall not pay any bribe to customs.

FACILITATION
PAYMENT

OFFICIAL PAYMENT, NO FACILITATION PAYMENT.

Facilitation payments are a type of corruption. They aimed at persuading government officials to perform functions or services, which they are already obliged to perform as part of their governmental responsibilities.

They are “unofficial” small cash payments made,directly or indirectly to a low ranking government official with the objective to facilitate, expedite or guarantee the correct proceeding and performance of a routine administrative process.

DO

  • Ensure that ADP International Perimeter third parties (suppliers, customers and commercial intermediaries) do not make facilitation payments on ADP International Perimeter’s behalf;

  • in a context of threat, violence or loss of liberty, facilitation payments are allowed. In this case:

    -document and precisely record any facilitation payments made;

    -promptly inform your direct line manager.

RISKY

  • Dealing directly or indirectly with government officials such as border customs officials, police officers;

  • facing a routine process such as visas, Temporary Importation Permit’s (TIP), permits, licenses;

  • being requested to pay a cash amount without any official justification.

DON'T

  • Accept or give any facilitation payment to a government official unless one’s life is in danger.

IS IT COMPLIANT?

An ADP International perimeter company has all necessary certifications and permits to import

its products in a foreign country. Three days is the usual timing to cross the boarder. A customs officer offers to speed up the customs check but requests valuable spare parts to do so.

What should ADP International Perimeter employee do?

ADP International Perimeter employee shall not accept the request. Facilitation payments can be anything of value, like spare parts.

The payment would be made for routine governmental actions and this could be seen as facilitation payment.

CONFLICTS 
OF INTEREST

FAIR PLAY, THE ONLY WAY.

A conflict of interest consists of a situation where an individual or the entity for which they work, whether a government, business or civil organization, is confronted with choosing between the duties and demands of their position and their own private interest.

DO

  • Complete annually the ABAC – annual Conflicts of Interest statement and update it if necessary;

  • be transparent and report any identified case or potential conflict of interest situation to your local compliance manager or to the corporate compliance team.

RISKY

  • Having a financial interest with an existing or potential competitor, customer or supplier of ADP International Perimeter.

DON'T

  • Dissimulate or hide any conflict of interest.

IS IT A CONFLICT OF INTEREST?

During a tender process for the selection of a supplier by a major company, an employee of the company, a close friend of a purchase manager working in the International Perimeter of Groupe ADP, offers to provide competitors’ answers and confidential bid information.

In return, this employee asks ADP International Perimeter Purchase manager for the payment of his honeymoon in India.

What should ADP International Perimeter employee do?

ADP International Perimeter employee shall not accept this offer.

He or she shall declare his conflict of interest through the ABAC – Conflicts of Interest Annual Statement and update it if needed.

GIFTS AND BUSINESS 
COURTESIES

GIVING DOES NOT MEAN BUYING.

Providing gifts or business courtesies consists of, directly or indirectly, offering, soliciting or paying presents, advantages, gratifications (such as goodies, goods,  assets or any other form of gratuities) to a third party, or business partner (including government official).

DASHBOARD OF RULES REGARDING GIFTS AND BUSINESS COURTESIES  RECEIVED OR OFFERED

DO

  • Refer to the gifts and business courtesies dash board of nature, amount and frequency above, before making a gift or a business courtesy;

  • give or receive gifts and hospitality without the expectation of an action or a decision in exchange.

RISKY

  • Giving or receiving a huge gift or a lavish business courtesy;

  • giving or receiving gifts or business courtesies on a recurrent basis (daily or monthly);

  • giving or receiving gifts or business courtesy that can be seen or construed as a kickback, bribe, payoff or violation of any law or other ADP International Perimeter guidelines;

  • receiving gifts or business courtesy where a return for something else is solicitated especially during a bid/tender period.

DON'T

  • Offer gifts or business courtesies that could be seen as a “preferential” treatment especially during a bid period;

  • offer gifts or business courtesies that could be seen as a lavish or having a vested interest.

IS IT COMPLIANT?

For the Christmas holiday, an ADP International Perimeter employee would like to send chocolate boxes to a client. The box has a value of €50.

What should ADP International Perimeter employee do?

ADP International Perimeter employee can send this gift as it is not exceeding the €60 threshold and as the chocolate boxes are a kind of courtesy that ADP International Perimeter allows.

Additionally, he must be vigilant as to the respect of the amounts, nature and frequencies for any other gifts he would make and respect the thresholds of information and authorization of his manager.

CHARITABLE CONTRIBUTIONS DONATIONS & SPONSORING

GIVING DOES NOT MEAN BUYING.

Donations and charitable contributions consist of offering or paying some company funds or anything of value to a government official (public entities, etc.) or a private party (association, non-profit organizations, etc.) for charitable purposes and/or to benefit a cause without expecting or requesting anything in return, specifically business advantage. Contrary to any commercial activity, there is no profit expected by ADP International Perimeter when granting a donation or a charitable contribution: the only aim of such actions is to contribute to local development and to help communities.

Sponsorships are payments of money, or the giving of something of value, such as a fee or a contribution in connection with the Organization, and/or implementation of an event or some type of advertising or publicity media associated with an event (such as having the Groupe ADP or TAV logotype in some way displayed).

Not only donations, charitable contributions and sponsorships take the form of money, they can also include company assets (equipment, stocks, IT material, etc.).

DO

  • Refer to the Charitable Contributions, Donations or Sponsoring guidelines before making a donation;

  • respect the specific approval flow according to the amount mentioned in the dedicated guidelines;

  • put in place a contract that describes:

    -the amount granted;

    -the objectives of funds/items of value granted (detail of use);

    -the fact that this is an act of pure generosity and that nothing in return is either requested or expected by ADP International Perimeter or the beneficiary;

  • fill out the ABAC – Charitable Contributions and Donations declaration.

RISKY

  • Giving donations to an organization without any background check;

  • giving a donation without any supporting contract;

  • giving donations to a questionable organization (unknown or individual organization).

DON'T

  • Make donations to individuals instead of organizations;

  • make donations while expecting or requesting anything in return, specifically a business advantage.

IS IT COMPLIANT?

An ADP International Perimeter employee wants to offer educational materials to a government to contribute to local development and to help communities.

What should ADP International Perimeter employee do?

Considering that educational materials are a kind of donation allowed by ADP International Perimeter, the employee could make this donation after having completed the declaration form.

POLITICAL
CONTRIBUTION

GIVING DOES NOT MEAN BUYING.

Political contributions consist of offering or paying anything of value on behalf of ADP International Perimeter to a candidate, a politician, a political campaign, a political party, an elected official or any affiliated organization, during elections, referendums, or political party activities or organization.

Anything of value can be defined as:

- monetary items: funds, cash, etc;
- non-monetary items: i.e., food, beverages, corporate resources (e.g. office supplies, printing services, furniture and equipment, employees’ working).

DO

  • Employee’s political involvement shall:

    -always be personal, remaining outside the normal hour working time and during their private time;

    -systematically exclude any reference to ADP International Perimeter;

    -not lead to any confusion, be directly or indirectly, or linked to the employee position at ADP International Perimeter.

  • employee’s political contributions shall:

    -use its own money, funds, assets and resources;

    -shall be mindful of Groupe ADP,  ADP International or TAV ’s reputation and the perception of the public, other corporations as well as regulators, among others, shall perceive their actions.

RISKY

  • When an employee is involved in unauthorized lobbying activities;

  • when a ADP International Perimeter employee’s in a high level position has a member of his/her family associated with a political function.

DON'T

  • Give political contributions whatever their nature (direct or indirect) on behalf of ADP International Perimeter;

  • Give political contributions wherever they could occur (any country where ADP International Perimeter operates or elsewhere in the world) on behalf of ADP International Perimeter;

  • give political contributions whatever the form they take (contributions to political parties, committees, or any of their representatives on behalf of ADP International Perimeter).

IS IT COMPLIANT?

An ADP International Perimeter employee goes to a fundraising dinner for a political candidate whom he knows could take decision favorable to ADP International Perimeter if elected.

What should ADP International Perimeter employee do?

ADP International Perimeter employee can attend political fundraising events as individual. He or she do so without using ADP International Perimeter’s assets or funds. e.g.: the employee shall not ask for the reimbursement of the dinner through expense claims because it would be considered as a political contribution.

COMMERCIAL 
INTERMEDIARIES

AVOID COMMERCIAL INTERMEDIARIES IF YOU CAN. 
IF YOU CANNOT, CHOOSE THEM WELL.

A commercial intermediary or commercial agent is a company used by ADP International Perimeter in order to extend or develop a local network, provide local business intelligence and develop new business opportunities in a country or limited area.

The commercial intermediary receives a commission for the services actually provided.

The commercial intermediary is acting on behalf of Groupe ADP and might therefore legally expose the company in case of non-compliance or Bribery.

DO

  • Justify properly the use of a Commercial intermediary;

  • engage commercial intermediaries through an agreement signed by a person legally authorized to sign a valid contract before any services are rendered;

  • make a payment after the service rendered by bank account transfer, not in cash.

RISKY

  • Paying a flat payment instead of a percentage of the contract;

  • making a cash payment;

  • having no contract between Groupe ADP and the commercial intermediary;

  • getting a huge percentage of remuneration compared to the fair market price;

  • paying the commercial intermediary before receiving the payment from the final customer;

  • working with a government entity as Commercial Intermediary;

  • working with a current or a former ADP International Perimeter employee as a commercial intermediary.

DON'T

  • Make a cash payment to your commercial intermediary;

  • let your commercial intermediary acting or taking decisions on your behalf without regular checks and controls.

IS IT COMPLIANT?

ADP International Perimeter mandates a commercial intermediary to support the company during contract negotiations and bidding. The commercial intermediary invoices ADP for “additional costs”, explaining that this was necessary to ensure the successful course of the bidding process.

What should ADP International Perimeter employee do?

The Groupe ADP Perimeter employee shall not pay any invoices related to “additional costs” without ensuring the reality of the services rendered.

ECONOMIC 
SANCTIONS

DON’T BAN YOURSELF BY NOT RESPECTING A BAN.

Economic sanctions are penalties which are applied by one group of countries on another country, group of countries, entity or even individuals. They are a political instrument of a diplomatic or economic nature which seeks to bring about a change in activities or policies, such as violations of international laws or human rights, or policies that do not respect the rule of law or democratic principles.

Applicable economic sanctions impact practically every international business transaction - either through international organizations, such as the United Nations (UN), United States (U.S.) and its Office of Foreign Assets Control (OFAC) program or European Union (EU) organisms - as they restrict countries, entities and individuals with whom companies may have businesses.

As Groupe ADP is operating worldwide, it is conducting its operations with the highest ethical standards in terms of economic sanctions requirements.

Failing to comply with economic sanctions can result in serious consequences for Groupe ADP and individuals including large monetary fines, imprisonment, or a complete ban from receiving, for instance, any U.S. or EU trade.

DO

  • Systematically perform an economic sanctions screening on any Business Partners;

  • remember that US economic sanctions apply to U.S. citizens, residents, persons located in the U.S. or U.S. companies physically located outside the country, as well as to any non-U.S. person or company who has access to U.S. goods, technology, software or components, or that deal with restricted countries, entities and individuals;

  • maintain truthful and complete documentation and records of all transactions subject to specific processes due to economic sanctions for a minimum period of 10 years.

RISKY

  • All potential business opportunities and new developing areas, transportation to countries under economic sanctions and transportation of individuals that relate to countries under economic sanctions.

DON'T

  • Enter in any business relationship with third parties who are identified as part of economic sanctions;

  • all third parties identified on an economic sanctions list shall not be accepted as partners of ADP International Perimeter in any business relationship.

IS IT COMPLIANT?

A non-U.S. resident Business Development Executive who is involved on a Cuba related project is travelling to the United States. He is considering while arrived in New York participating to a phone call in order to provide assistance in the sale of a Cuban-origin product by phone to a Cuba-based project.

What should ADP International Perimeter employee do?

In compliance with US TWEA Act, a non-U.S. resident Business Development Executive shall never while on other business in New York provide assistance in the sale of a Cuban-origin product by phone to a Cuba-based project.The penalties for a violation of the TWEA Act include a term of imprisonment of not more than ten years and a fine of up to $1 million for each violation.

BUSINESS PARTNERS COMPLIANCE DUE DILIGENCE

BE SURE OF YOUR BUSINESS PARTNERS, 
CHOOSE THEM WELL.

“Business partner” is defined as any party associated with another party in the pursuit of business. Business partners are divided into five categories: customers, suppliers, third parties, Government representatives, JV and participations;

Groupe ADP and TAV are committed to managing their business with a consistent set of values that represent the highest standards of quality, integrity, excellence, and compliance with laws and regulations. ADP International Perimeter seeks to develop relationships with business partners that share similar values and conduct business in an ethical manner. Accordingly, ADP International Perimeter considers of paramount importance the oversight of business partners’ interaction, specifically business partners working on behalf of ADP International Perimeter.

DO

  • Assess systematically your Business Partners :

    -by understanding the risk exposure linked to business partners;

    -by developing and deploying tools and techniques such as Compliance due diligence process to allow you to have the best evaluation of the level of compliance of your potential business partners before working with them;

    -by mitigating the non-compliance risk arising from the interactions with business partners.

  • systematically consult several providers before selecting one and ensure regular competitive bidding.

RISKY

  • Working with a third party in a risky country without having completed a compliance and reputational check;

  • entering in a Joint Venture with a new partner without performing previously a compliance check of the new Partner, its shareholders and main executives.

DON'T

  • Work with a Business Partners without performing, previously a Compliance check;

  • rely only on trust when managing your business relation with a business partner and remember that trust does not avoid control.

IS IT COMPLIANT?

ADP International Perimeter has chosen a local financial partner and construction partner in a risky country and has entered into a tendering process for the concession of an Airport in the above mentioned country.

What should ADP International Perimeter employee do?

ADP International Perimeter shall launch a background check and reputational/compliance study on both partners before signing the partnership in order to identify potential red flag.

Summary