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Calyx Anti-Bribery Guidelines
Calyx and its majority owned subsidiaries are committed to comply with all applicable laws and regulations, including, but not limited to, anti-bribery and anti-corruption laws (ABLs).
Integrity and ethics are core values at Calyx. An important element of Calyx’s commitment to integrity and high ethical standards is its policy prohibiting employees, or anyone acting on Calyx’s behalf, from providing any payment or benefit to any person or entity in order to improperly influence a government official or any private party to gain an unfair business advantage.
Calyx expects the same commitment for zero tolerance of corruption from the entities, consultants, agents, and representatives, and those persons acting on their behalf (“Third Parties”), that Calyx has engaged to perform services.
Calyx and all Third Parties must therefore comply with all applicable laws and regulations worldwide addressing domestic and non-domestic bribery and corruption. The two laws that are the most commonly cited and enforced globally are the Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010. Both laws apply to Calyx and Third Parties acting on Calyx’s behalf because Calyx’s is represented in the United States and the United Kingdom.
The Foreign Corrupt Practices Act of 1977, as amended (“FCPA”), is the most widely enforced anti-corruption law. The FCPA prohibits corrupt payments to foreign government officials (i.e. non-US) for the purpose of obtaining or retaining business for, or with, or directing business to, any person or entity.
The UK has enacted the UK Bribery Act of 2010 which is broader than the FCPA and prohibits the promising, offering or giving or receiving of a financial or other advantage, either directly or through a third party, to any person and is not limited to foreign public officials. It also bans facilitation payments to government officials. Finally it imposes a strict obligation on corporations for failure to prevent bribery by “associated persons” (agents, employees, subsidiaries) on their behalf.
The FCPA, UK Bribery Act and the French ‘Sapin II’ Act are examples of ABLs that are extra-territorial; meaning they have jurisdiction outside their own country. Therefore, violators can be prosecuted in their home countries, or other countries, for bribes paid anywhere in the world. Of course, when working in any country Calyx must also comply with the national ABLs. Calyx refer specifically to the US and UK enforcement authorities, as they have been most active regarding investigation and fines.
To be clear, bribes and kickbacks may be criminal acts strictly prohibited by law and employees and Third Parties must not offer, give, solicit or receive any form of bribe or kickback anywhere in the world, in connection with a government transaction or a purely commercial one.
The meaning of “Government Official” is broad and includes for example (not exhaustive):
– doctors employed by or acting on behalf of government-owned or managed hospitals – members of an Ethics Committee – anyone working at, or on behalf of, a government-owned or controlled institution or enterprise (such as customs officials, tax authority employees or regulatory authorities). – public international organizations (such as the World Bank, the World Health Organization and UNICEF) – political parties or candidate for political office, political party official or employee, or a political party. – an officer, director or employee of a non-governmental institution whose employees are treated, because of their status or other reasons, as government officials under applicable law or U.S. federal law.
CORRUPT PURPOSE and IMPROPER ACTIONS
A corrupt purpose includes:
– intending to influence an official act or decision – inducing an official to act or refrain from acting in violation of his/her official duties – securing an improper advantage – or inducing the official to use his/her influence to affect an act by the government or a government owned/controlled entity. – Examples of situations where improper payments can occur or could be offered include, but are not limited to, the following: – obtaining regulatory approvals to conduct clinical trials by bribing or offering ‘kickback’ to the officials – overriding regulatory requirements, penalties or fines; – receiving certain favorable tax treatment – expediting the receipt of goods from customs officials or the processing of a visa offering a gift to ensure the use of a particular supplier; – paying to gain an advantage over a competitor or to secure an order or contract; or – offering a favor in return for a benefit
Common business practices can be construed as improper payments, such as paying for the travel of spouses, inappropriate non-business-related travel, and/or excessive entertainment.
THIRD PARTIES COMPLIANCE WITH ANTI-BRIBERY LAWS
Third Parties must never:
– Directly or indirectly give, offer, or promise a bribe or authorize anyone else to do so – Directly or indirectly receive, solicit, or agree to accept a bribe, or authorize anyone else to do so
Third Parties must comply with:
– all applicable local laws and regulations in conducting Calyx-related activities, including complying with limits, restrictions and disclosure obligations regarding payments and benefits provided to government officials.
Calyx has zero tolerance for bribery or any other form of corruption and violation of any ABLs by any Third Parties.
From a legal perspective, payment of a bribe through a third party or a supplier has the same effect as making the bribe directly. The company and the individual face the same civil and criminal charges as if the payments were made directly by Calyx.
EXAMPLES OF PROHIBITED PAYMENTS
The following list provides examples of payments and other actions which are prohibited. This list is not intended to be exhaustive.
– money or property passed through an agent or consultant to a government official or his/her representative to obtain business or secure an advantage, including consulting or management contracts, or to obtain certain action on legislation, regulations or other government activity; – facilitation payments, also known as expediting or grease payments; an example is where a government official is given money or goods in their personal capacity to perform (or speed up the performance of) an existing duty such as issuing a visa, work permit or release of goods. – gifts to foreign charities that are outside the vendor’s overall pattern of charitable contributions, and are given to obtain business or secure an advantage because certain government officials may be affiliated with the charity; – gifts to foreign charities which are illegal under the applicable local law; – employment of consultants or agents who are also connected with a government agency for influencing decisions of that agency;- excessive entertainment of government officials or their representatives that is inconsistent with local norms, laws or industry codes and that could be perceived as influencing the recipient; – gifts to any government official or healthcare professional (e.g. doctors, nurses, clinical research staff, hospital administrators); – gifts of more than nominal value to anyone else with the purpose or intent to influence a business decision; – compensation of government officials for services rendered, in excess of fair market value; or payment of a ‘gratuity’ or other after-the-fact discretionary payment to a government official – absorbing expenses on behalf of government officials; – providing travel to destinations with no clear legitimate purposes, including travel for family member or requested guests of government officials; – educational expenses for family members of government officials; and – contribution of valuable equipment, commodities or finished goods for use in clinical trials that, when combined with professional fees paid, exceeds the fair market value of the services provided. – use of Calyx facilities by government officials or their staff, other than for purposes of promoting, demonstrating or explaining Calyx’s services.
The FCPA, UK Bribery Act and other ABLs can be complicated and are not always intuitive. Please check with your Legal or Compliance Department if there is the slightest doubt.
BOOKS & RECORDS
Calyx and all Third Parties working on behalf of Calyx are required to maintain proper financial books & records. Required conduct includes:
– make and keep books, records, and accounts that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets. – devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that unauthorized payments are not made and that the issuer can prepare financial statements according to generally accepted accounting principles.
Gifts of any value to government officials and healthcare professionals are strictly prohibited. For gifts to persons other than government officials or healthcare professionals, Third Parties must have Calyx’s prior written approval before making the gift.
All Third Parties must ensure that it has implemented appropriate policies prohibiting bribery and corruption and has provided appropriate anti-bribery and anti-corruption training to their employees, including affiliates and sub-contractors, particularly those persons who interact with government officials or healthcare professionals on behalf of Calyx.
Any actual or suspected violations of these guidelines, including improper gifts or payments of any amount, however small, must be reported promptly to Calyx.
If Third Parties receive or becomes aware of a request for a bribe or facilitation payment, this should be reported to the primary Calyx contact before any action is taken.
While we prefer that you identify yourself when reporting suspected violations so that we can follow-up with you, Third Parties who wish to anonymously report suspected violations of Calyx policies and/or applicable laws or regulations can do so using the Ethics Hotline, which is managed by an independent third-party vendor. This site can be used to submit anonymous reports electronically, or to find the available toll-free telephone numbers for the applicable country where the issue arose. Hotline callers will have the ability to submit their reports in their local language.
Calyx is committed to a zero tolerance towards retaliation and therefore wish to encourage and promote a culture where all employees and Third Parties are comfortable reporting suspected violations of Calyx policies and/or of applicable laws, regulations and/or guidelines.
Anti-Bribery Guidelines for Third Parties (Per Calyx CP 006 Compliance with Anti-bribery Laws) Effective Date: 15 January 2021
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