Foreign Corrupt Practices Act

I. Purpose

The purpose of this policy is to ensure Company compliance with the U.S. Foreign Corrupt Practices Act ("FCPA") and related acts of other countries. The FCPA is a criminal statute that prohibits U.S. companies or their employees, agents, or representatives from giving, paying, promising, offering, or authorizing the payment, directly or indirectly through a third party, of anything of value to any "foreign official" -- a term that is very broadly defined -- to persuade that official to help the Company, or any other person, obtain or keep business. This Act applies to all non-U.S. as well as U.S. companies and employees.

II. Definitions

The FCPA defines "foreign official" to include:

  • any officer or employee of a foreign government or any department, agency, or instrumentality thereof;
  • any officer or employee of a public international organization (e.g., the International Monetary Fund, the World Bank, or the European Union);
  • Any officer or employee of a state-owned or controlled enterprise;
  • Any person acting in an official capacity for or on behalf of any foreign government or any department, agency or instrumentality thereof, or any public international organization; and
  • Any political party and official thereof or candidate for political office.

III. Policy

  • A. Under no circumstances shall an employee, agent, or representative of the Company give, pay, or offer or promise to pay, or authorize the giving or payment of anything of value to any foreign official, or to any person while knowing or being aware of a high probability that the payment or promise to pay will be passed on to a foreign official.
  • B. Under no circumstances shall an employee, agent, or representative of the Company make, offer, promise, or authorize any payment or gift in violation of local law.

The foregoing shall not apply to minor facilitating payments made to expedite routine approvals, such as obtaining business permits, processing visas, or providing telephone or water service.

  • It is Company policy that all transactions involving Company funds or assets be recorded in reasonable detail and accurately and completely reflects the transactions and asset dispositions of the Company regardless of the country the transaction takes place.
  • Direct or indirect participation in any "improper transaction" or deviation from established Company accounting practices, including omitted or falsified expense reports, is strictly prohibited and may result in disciplinary action, termination, or civil or criminal prosecution.
  • Other countries have enacted similar laws which must be followed if applicable.
  • Questions or concerns regarding any payment, gift, or transaction should be directed to the Legal Department.

Sanctions for FCPA violations, or even a mere indictment for a potential violation, are severe and potentially devastating to the Company and to the individuals involved. Statutory criminal penalties for individuals include fines up to $100,000 per violation or imprisonment up to five years, or both. Individual officers and employees of companies may be prosecuted even if the company for which they work is not. Fines assessed against individuals may not be reimbursed by the company.



Last updated 26 Jan 2005


Print This Page