GLOBAL ANTI-BRIBERY POLICY
(Version 1.0, September 2016)
1. Background and purpose
Trustpilot A/S and all of its subsidiaries, group companies and all associated business units ("Trustpilot", "the Company", "us", "we" or "our") are committed to doing business in an honest and ethical manner. We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate and to implementing and enforcing effective systems to counter bribery.
Therefore, interactions with all Trustpilot's stakeholders must be based on high standards of transparency and professionalism.
It is important to remember that Trustpilot operates in various jurisdictions and an act in one of our jurisdictions could give rise to an offence in a different jurisdiction, even if it is not prohibited in the country in which you as an employee or business partner work. We therefore abide by anti-bribery laws everywhere we do business in the world, without exceptions. These laws include the UK Bribery Act 2010, the Danish Criminal Code, the U.S. Foreign Corrupt Practices Act, the Australian Criminal Code 1995 (Cth), the Australian Corporations Act 2001 (Cth) and relevant state and territory legislation in Australia, in respect of our conduct both at home and abroad.
This Global Anti-Bribery Policy (the "Policy") is intended to provide information and guidance on how to comply with applicable anti-bribery laws and regulations and to set out our responsibilities in observing and upholding our position on bribery and corruption. Bribery and corruption are punishable for individuals by lengthy prison sentences. If the Company is found to have taken part in corruption, we could face an unlimited fine, be excluded from tendering for public contracts and face damage to our reputation. We therefore take our legal responsibilities very seriously.
If an employee is ever in doubt about a situation with which the employee is presented, the employee must always seek advice by contacting Trustpilot's Legal Department via email: firstname.lastname@example.org.
2. Who is covered by the policy?
This Policy applies to all Trustpilot employees, including executives, managers, officers and directors, wherever they are located in the world.
Furthermore, all business partners,including suppliers, distributors, consultants, agents and other business partners working for or on behalf of Trustpilot are expected to act at all times consistently with the principles set out in this Policy.
Employees and business partners are hereinafter collectively referred to as "you" or "your".
It is important that you read, understand and comply with this Policy, and you are required to avoid any activity that might lead to or suggest a breach of this Policy, which can have severe consequences for you and Trustpilot.
A bribe is an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage. Bribery can include improper payments or offer of payments to government officials or commercial actors.
Bribery comes in many forms, for example as kickbacks used to win contracts, payments made to obtain an undeserved discount or advantage or as improper payments made to a government official to win a contract from a government agency.
It is not acceptable for you (or anyone on your behalf, e.g. an agent) to directly or indirectly:
(a) give, promise to give or offer a payment, gift or hospitality to any third party - whether a government official, agent or representative, or a commercial counterparty - with the expectation or hope of receiving a business advantage or to reward a business advantage already given;
(b) give, promise to give or offer a payment, gift or hospitality to a government official, agent or representative for the purpose of improperly obtaining or retaining business, gaining an improper business advantage, or improperly influencing any business decision. Payments to any third party while knowing (or suspecting but ignoring) that all or a portion of the payment will go directly to a government official are also prohibited;
(c) accept payment from a third party that you know or suspect is offered by the third party with the expectation of obtaining a business advantage for them;
(d) accept a gift or hospitality from a third party if you know or suspect is offered or provided with an expectation that a business advantage will be provided by us in return;
(e) threaten or retaliate against another employee or business partner who has refused to commit a bribery offence or who has raised concerns under this Policy; or
(f) engage in any activity that might lead to a breach of this Policy.
In this Policy, "third party" means any non-Trustpilot individual or organisation you come into contact with during the course of your work for us and includes actual and potential clients, customers, suppliers, distributors and other business partners, agents, advisers, government and public bodies, including their advisors, representatives and officials, politicians and political parties.
The prohibition on bribery applies to the giving of anything of value, not only money or property. This includes but is not limited to providing business opportunities, favourable contracts, stock options, gifts and entertainment.
EXAMPLES OF BRIBERY
Offering a bribe
You offer a potential customer tickets to a major sporting event, intending that they will do business with us. This would be an offence as you are making the offer to gain a commercial and contractual advantage. We may also be found to have committed an offence because the offer has been made to obtain business for us. It may also be an offence for the potential customer to accept your offer.
Receiving a bribe
A supplier gives your nephew a job, but makes it clear that in return, they expect you to use your influence in our organisation to ensure that we continue doing business with them. It is an offence for a supplier to make such an offer. It would be an offence for you to accept the offer as you would be doing so to gain a personal advantage - it would also be an offence on your part whether or not the supplier made it clear that they expected you to continue doing business with them as the price of giving your nephew a job.
A potential supplier that you are talking with about starting a potential business relationship offers to give you personally 50 % discount on all goods in his shop. He does not mention anything about getting something in return. It could be an offence for the supplier to make such an offer if his intent is to influence your decision. It would be an offence for you to accept the offer as you would be doing so to gain a personal advantage.
A supplier submits a fraudulent or inflated invoice (for goods or services which were not needed, were of inferior quality, or both) to you. For your assistance in securing payment, you receive some sort of payment (cash, goods, services, etc.) or favour (the hiring of a relative, employment, etc.)
Bribing a foreign official
You arrange for Trustpilot to pay an additional payment to a foreign official to speed up an administrative process, such as clearing our goods through customs.You have made the offence of bribing the foreign public official as soon as the offer is made. This is because it is made to gain a business advantage for us. We may also be found to have committed an offence.
Further, "red flags" that may indicate bribery or corruption are set out in Schedule 1 below.
4. Facilitation payments
What are facilitation payments?
Facilitation payments are typically small, unofficial payments made to low-level government officials to secure or expedite the performance of routine, non-discretionary duties or actions. Facilitation payments do not include government-mandated payments made directly to a government agency.
We do not make and will not accept facilitation payments of any kind.
If you are asked to make a facilitation payment on our behalf, you must explain that such payment is contrary to our policies. If the official or a business partner (acting on behalf of Trustpilot, e.g. by negotiating with a government official on Trustpilot's behalf) insists, you must always ask the Legal department for approval and if such is granted you must ask him or her for a receipt and inform your superior of any requests for facilitation payments.
You must avoid any activity that might lead to, or suggest, that a facilitation payment will be made or accepted by us.
Example of facilitation payment
Facilitation payment; A government official is offered money or goods to perform (or speed up the performance of) an existing duty, for example, processing a visa application, or for the provision of government services such as telephone services or delivery of the post mail.
5. Communication to and check-up on business partners
Our zero-tolerance approach to bribery and corruption must be communicated to all suppliers, distributors, consultants, agents and any other business partner working for or on behalf of Trustpilot at the outset of our business relationship with them and as appropriate thereafter. If you are communicating, negotiating or dealing with business partners, you must inform them of our zero-tolerance approach and inform them that they are expected to follow the principles set out in this Policy. In addition, you must also perform due diligence as appropriate on the business partners to avoid working with parties engaging in corrupt practices.
Any third party providing services to assist Trustpilot in generating business or discharging its commitments must commit in writing to comply with this Policy. In cases where there may be a bribery risk, you must consult Trustpilot's Legal department in relation to taking appropriate anti-bribery compliance measures before:
- appointing a new supplier;
- entering into a partnership;
- appointing an agent to work on Trustpilot's behalf; or
- entering into a new contract/amending the terms of an existing contract.
We cannot make any payment to a third party if it will be used or there is a high likelihood that it will be used for a prohibited payment.
6. Gifts and hospitality
We know that the practice of giving business gifts varies between countries and regions, and what may be customary and acceptable in one region may not be in another.
This Policy does not prohibit normal and appropriate hospitality (given and received) to or from customers or business partners PROVIDED THAT such hospitality:
(a) is not made with the intention of influencing a third party to obtain or retain business or a business advantage, or to reward the provision or retention of business or a business advantage, or in explicit or implicit exchange for favours or benefits;
(b) complies with local law;
(c) is given in Trustpilot's name, not in your name;
(d) does not include cash or a cash equivalent (such as gift certificates, vouchers or refundable airline tickets);
(e) is appropriate under the circumstances. For example, in the UK and Australia, it is customary for small gifts to be given at Christmas time;
(f) taking into account the reason for the gift, is of an appropriate type and value and given at an appropriate time. In Trustpilot, the maximum value of such small gifts and hospitality is USD/EUR 75, and you are therefore not allowed to give or receive gifts above that amount;
(g) is given openly, not secretly, and you have informed your superior about it in writing.
Gifts should under no circumstances be offered to, or accepted from, government officials, foreign public officials or representatives, politicians or political parties or their respective agents without the prior approval of Trustpilot's Legal Department. You should note that "government officials" include representatives of state-owned companies so you should consult the Legal Department if considering inviting such representatives to a hospitality event.
EXAMPLES OF GIFTS AND HOSPITALITY
Bouquet of flowers
You receive a bouquet of flowers from an existing vendor because it's your birthday: You are allowed to accept the bouquet of flowers, but you must inform your superior.
6 champagne glasses from Tiffany & Co.
You receive 6 champagne glasses from Tiffany & Co. sent by a supplier that you have just signed a contract with: You are not allowed to accept the glasses as they are above the threshold of USD/EUR 75, and you should inform your manager about it.
2 tickets to the cinema
You send 2 tickets to a customer that you are in the process of negotiating a contract with in Trustpilot's name: The tickets are below the threshold of USD/EUR 75 and given in Trustpilot's name. However, if the tickets are given with the intent of influencing the customer, it is a violation. You should therefore always refrain from sending such gifts during contract negotiations.
2 airplane tickets
A potential supplier sends you 2 airplane tickets so that you can participate in a conference in Hawaii that they are arranging: You are not allowed to accept this gift as the tickets are above the threshold and may be given with the intent of obtaining a business relationship with us. You should inform your superior about it.
Professional conference invitation
You have been invited to an event with professional content by one of our suppliers. Food and lodging is paid for by the host (supplier): You may attend provided that the cost of accommodation, such as food and lodging and ancillary entertainment, is kept within reasonable limits.
At the same event, the supplier also offers to pay for travel. This is not allowed. Each party must pay for its own travel to and from an event.
We do not make contributions to political parties, and you cannot make any political contributions on Trustpilot's behalf. We may make charitable donations that are legal and ethical under all applicable laws. No donation can be offered or made without the prior approval of the Chief Financial Officer (CFO).
8. Your responsibilities and how to raise a concern
You must report any suspected or actual breaches of this Policy as soon as you become aware of them.
If you are ever in doubt about a situation with which you are presented, you must always seek advice by contacting the Legal Department via email: email@example.com.
If you have any concerns and/or want to report a breach of this Policy you must contact the Legal Department.
Employees can report concerns without fear of retaliation. We will not accept retaliation against an employee who raises a concern in good faith. We are furthermore committed to ensuring that no one suffers any detrimental treatment as a result of refusing to take part in bribery or corruption. If such retaliation is carried out, this can have severe consequences for the person carrying out the retaliations, including, but not limited to, disciplinary actions and criminal prosecution.
All business transactions must be completely and accurately recorded in Trustpilot's books, records, and accounts. You may not: (i) make false or misleading entries, including entries that fail to reflect improper transactions; (ii) make entries that are falsified to disguise improper transactions; or (iii) fail to record payments by or to Trustpilot.
You must declare and keep a written record of all hospitality or gifts accepted or offered, which will be subject to managerial review.
You must ensure that all expense claims relating to hospitality, gifts or expenses incurred to third parties are submitted in accordance with our expense policy and specifically record the reason for the expenditure. This also entails that all accounts, invoices, memoranda and other documents and records relating to dealings with third parties, such as customers, suppliers and business contacts, must be prepared and maintained with strict accuracy and completeness. No accounts must be kept "off-book" to facilitate or conceal improper payments. Such conduct would be in breach of this Policy and subject to disciplinary action which may include termination of employment.
9. Failure to comply
If Trustpilot is found to have taken part in corruption, Trustpilot could face an unlimited fine, industry sanctions and reputational harm. In addition, bribery and corruption are punishable for individuals by lengthy prison sentences. We therefore take our legal responsibilities very seriously - both for your sake and ours.
Any employee who breaches this Policy and the law as it applies in any relevant jurisdiction may risk civil damages, criminal prosecution and disciplinary action up to and including termination of employment.
Similarly, any supplier, agent, distributor or other business partner working for or on behalf of Trustpilot who fails to comply with this Policy may not have their contract renewed or may have their contract terminated.
10. Training and commitment
Training in this Policy forms part of the introduction process for all new Trustpilot employees. All existing employees will receive regular, relevant training on how to implement and adhere to this Policy.
Managers at all levels are responsible for ensuring that employees reporting to them are made aware of and understand this Policy and are given adequate and regular training in it.
If you are dealing with business partners, you must ensure that they are informed of and follow the principles set out in this Policy.
11. Monitoring, reviewing and updating of this policy
The Legal Department will monitor the effectiveness and review the implementation of this Policy regularly, considering its suitability, adequacy and effectiveness. Internal control systems and procedures will be subject to regular audits to provide assurance that they are effective in countering bribery and corruption.
Any identified improvements will be implemented as soon as possible, and we will assess whether any changes or updates to this Policy are required at least once a year. If we update this Policy, we will notify you via email and/or the intranet.
The board of directors has the overall responsibility for ensuring that this Policy complies with our legal and ethical obligations and that all those under Trustpilot's control comply with it.
If you have any questions or comments about this Policy, please do not hesitate to contact the Legal Department. You can send an email to firstname.lastname@example.org or reach out to a member of the Legal team. All questions are welcomed.
POTENTIAL RISK SCENARIOS: "RED FLAGS"
The following is a list of possible red flags that may arise during the course of you working for us and which may raise concerns under various anti-bribery and anti-corruption laws. The list is not intended to be exhaustive and is for illustrative purposes only.
If you encounter any of these red flags while working for us, you must report them promptly to your superior:
(a) You become aware that a third party engages in, or has been accused of engaging in, improper business practices
(b) You learn that a third party has a reputation for paying bribes, or requiring that bribes are paid to them, or has a reputation for having a "special relationship" with foreign government officials.
(c) A third party insists on receiving a commission or fee payment before committing to sign a contract with us or carrying out a government function or process for us.
(d) A third party requests payment in cash and/or refuses to sign a formal commission or fee agreement or to provide an invoice or receipt for a payment made.
(e) A third party requests that payment is made to a country or geographic location different from where the third party resides or conducts business.
(f) A third party requests an unexpected additional fee or commission to "facilitate" a service.
(g) A third party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services.
(h) A third party requests that a payment is made to "overlook" potential legal violations.
(i) A third party requests that you provide employment or some other advantage to a friend or relative of that third party or of a customer.
(j) You receive an invoice from a third party that appears to be non-standard or customised.
(k) A third party insists on the use of side letters or refuses to put agreed terms in writing.
(l) You notice that we have been invoiced for a commission or fee payment that appears large given the service stated to have been provided.
(m) A third party - in particular an actual or prospective customer - requests or requires the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to us.
(n) You are offered an unusually generous gift or offered lavish hospitality by a third party.