Compliance Guide

FIGHT AGAINST CORRUPTION

MESSAGE FROM EFI AUTOMOTIVE GROUP’S MANAGEMENT TEAM

Integrity, loyalty, ethics and transparency stand at the heart of everything that the EFI AUTOMOTIVE Group undertakes.

This Compliance Guide is based on these values and the principles that guide our actions and behavior, which are also clearly laid down in our Social Responsibility Charter.
The fight against corruption plays an essential role in ensuring these values and the principles that guide our actions and behavior are respected and in preserving the relationship of trust that we have built over time with our clients, suppliers and partners.
We must not solely be concerned about results but the way in which we achieve these results!
ALL of us must bear in mind that failure to comply with the principles or rules that appear in this Compliance Guide is a serious matter that can have damaging consequences (on an individual and a collective level) and harm the reputation and image of the EFI AUTOMOTIVE Group.
We therefore ask all employees to make sure that their decisions comply with the requirements of this Guide and we also ask the members of the EFI AUTOMO-TIVE Group’s management team to apply this Guide rigorously and to make sure that it is respected.
Everyone is asked to take the time necessary to carefully read, assimilate and implement on a daily basis the rules and principles that appear in this Guide and, if necessary, to seek immediate assistance from his or her line manager or from the Group’s compliance assistance unit regarding any kind of doubt, however slight, question or problem connected to the application of this Guide.

We are counting on the commitment of EVERYONE!

It is through the adherence of all employees and of the EFI AUTO-MOTIVE Group’s management team to the values and principles that guide our actions and behavior, as laid down in our Social Responsibility Charter and partly repeated in this Guide, that we will be best able to ensure our success in the future.

Patrick THOLLIN
Group President
Béatrice SCHMIDT – THOLLIN
General Director

1 – HOW TO USE THIS GUIDE

This Guide is designed to help the EFI AUTOMOTIVE Group’s employees and management team (hereafter referred to as ‘EFI AUTOMOTIVE’) to comply with anti-corruption rules. It defines the word, corruption, and describes its impact on the activities of EFI AUTOMOTIVE as well as the initiatives implemented within EFI AUTOMOTIVE to eradicate possible acts of corruption. This Guide also explains how these rules must be applied and how EFI AUTOMOTIVE should abide by them.
Although this Guide provides many different examples, it does not cover all of the situations that you may come across as you go about your work. Its sole purpose is to give you enough information so that you may be able to deal with most of the problems that you are likely to face.

2 – IMPORTANCE OF THE FIGHT AGAINST CORRUPTION

Corruption can be defined as a willingness to act dishonestly in exchange for a sum of money or personal gain. The harm caused by corruption is often ignored or played down. Unduly benefiting a small group of people who take advantage of their power or position can lead to unfair competition, stifle innovation and under-mine integrity.

Corruption can take an active form when an employee suggests, offers or gives, directly or indirectly, any undue advantage to a person so that the latter carries out or refrains from carrying out an action that forms part of his work and thereby benefits the employee or another person.
It can also take a passive form when an employee requests or accepts, directly or indirectly, an undue advantage that is of benefit to the employee or another person or entity to carry out or to refrain from carrying out an action that forms part of his work.
Corruption can involve relations with business partners and govern-ment representatives/officials.

Due to its negative impact on the world of business, corruption is illegal (harsh civil and criminal penalties can be applied, which would harm the image and long-term survival of EFI AUTOMOTIVE).
Most of the countries in which EFI AUTOMOTIVE operates have their own anti-corruption laws. In fact, due to the Group’s interna-tional activities and foreign sites, EFI AUTOMOTIVE is subject to some of the strictest and most repressive anti-corruption regulations.

To ensure anti-corruption laws and regulations are applied in all of our activities and to offer appropriate assistance to all those who need it, EFI AUTOMOTIVE developed this Compliance Guide. Some of the points specified in this Guide could appear to be burdensome. In fact, they only aim to protect EFI AUTOMOTIVE and all of its employees.
EFI AUTOMOTIVE can only fully express its values and the principles that guide its behavior (sincerity, responsibility, respect, ethics, integrity and loyalty, which are also laid down in the Social Responsibility Charter) by ensuring utmost compliance with applicable laws and regulations.
By adopting this Guide, which provides proof that the Group is functioning and being governed well, EFI AUTOMOTIVE protects its image, boosts the confidence of business partners and govern-ment bodies, and limits the risks to which our Group could be exposed.

3 – PRACTICAL GUIDE

No employee may directly or indirectly offer, promise, grant, authorize, request or accept the giving of money or anything else of value, regardless of the person concerned, as part of his work in order to obtain an undue advan-tage or to exert any kind of influence for no justifiable reason.

In this Guide:

• ‘anything of value’ is understood to mean all types of advantage, such as a stay in a tourist resort or the hiring of a family member for a seasonal job. These types of advantage can be considered to be acts of corruption. Free meals and leisure activities, free or discounted concert tickets, free trips and free access to equipment or other goods or services are more common examples that can also harm the integrity of EFI AUTOMOTIVE if the following rules are not respected.
• ‘undue advantage’ is understood to mean the influence exerted on an individual to make him act in a way that is contrary to his duty. Even though the action may not be intentional, the undue nature of the advantage must be avoided.

Our anti-corruption rules are designed to permit the applica-tion of this principle. The rules are covered under this section (3), which also provides the information necessary to understand them better and to apply them. These rules are those that most concern the work-related activi-ties of EFI AUTOMOTIVE employees.

Although the purpose of this Guide is to help you understand various situations that you could come across, it is not exhaustive and its application could raise a number of questions.

Consequently, a compliance assis-tance unit has been created (compliance@efiautomotive.com) for the use of each EFI AUTOMOTIVE employee so that he may submit questions and/or report any events that, in his opinion, undermine the rules laid down in this Guide or applicable regulations/laws (for a more detailed presentation of the compliance assistance unit, see section 3.6).

3-1 3-1 GIFTS, MEALS AND SERVICES

While offering gifts or providing services (such as meals, trips or leisure activities) is considered in many countries to be an act of courtesy, and is therefore common practice, anti-corruption laws in most countries nevertheless forbid the provision of gifts and services or anything else of value to a third party in order to obtain an undue advantage or to exert any kind of influence for no justi-fiable reason.
Furthermore, the acceptance of gifts or services is specifically regulated in many countries as it is considered to be one of the most overt forms of corruption, particularly in the case of a business operation or a regulatory approval procedure. In general, expenditure incurred for government representatives/officials poses a particularly high risk.
It is important to note that the laws of certain countries may be even more stringent than the rules of EFI AUTOMOTIVE. In the event of a conflict, the employee must abide by the most stringent rule. If you find yourself in this situation and are in any doubt, the compliance assistance unit will be able to provide advice.

 

EFI AUTOMOTIVE rule

In order to protect ourselves against corruption, any offer, provision or acceptance of a gift and/or service must comply with the following mandatory prin-ciples (hereafter referred to as the ‘Mandatory Principles’) :

• The reason for offering, provi-ding or accepting a gift and/or service is not to obtain an undue advantage or to influence an official action.
• The offer, provision or acceptance of a gift and/or service is authorized by law.
• The value of the gift and/or service is reasonable and adapted to the beneficiary’s situation, the circumstances and the occasion. The circumstances and the value of the gift and/or of the service must not give rise to a suspicion of bad faith or be considered to be inappropriate and cannot be reasonably interpreted by the beneficiary or others as an act of corruption.
• The frequency with which gifts and/or services are given to the same beneficiary is not considered to be excessive or inap-propriate.
• The offer, provision or acceptance of a gift and/or service must be clearly and accurately recorded in the books and/or records of the EFI AUTOMOTIVE company concerned (authoriza-tion form, expense report, order of supplies and/or services).
• The offer, provision or accep-tance of a gift and/or service must not contradict the anti-corruption agreements reached with an EFI AUTOMO-TIVE client/partner; these agreements could prove to be more stringent than the provi-sions of this Guide.

For the purposes of this Guide, ‘beneficiary’ is understood to mean anybody who is a third party in relation to EFI AUTOMOTIVE and who is offered or given a gift and/or service by an EFI AUTOMOTIVE employee; this term is also used to refer to any EFI AUTO-MOTIVE employee who is offered or given a gift and/or service by one of the Group’s business partners and/or a government representative/official.
If the beneficiary has direct or indirect decision-making power over a matter that is pending (for example: calls for tenders, winning of sales contracts, granting of permits, etc.) and that is linked to the interests of EFI AUTOMOTIVE, specific precau- tions must be tak

What does this mean in practice?

3-1-1 WITH REGARDS TO GIFTS:

Giving and/or receiving small personal gifts may form part of the local culture. A gift may be given by an employee to a business partner and/or a government representative/official, or given by a business partner and/or a government representative/official to an employee, as long as all of the following provisions are respected:

• The Mandatory Principles are respected,
• The gift does not exceed the nominal value set by applicable local rules,
• It bears the marking EFI AUTOMOTIVE, (in the case of a gift given by an employee to a business partner and/or a government representative/official) or the marking (or any other distinctive sign) of the business partner and/or the government representative/official (in the case of a gift given by a business partner and/or a government represen-tative/official to an employee).

In this Guide, ‘nominal value’ is understood to mean a value that is sufficiently low so as not to be perceived as an attempt to bribe the other person. The gift may take the form of, for example, a book, pens, diaries, mugs or confectionery. Furthermore, these items must bear the marking, or the marking EFI AUTOMOTIVE (or any other distinctive sign) of the business partner and/or the government representative/official, depending on who gives the gift. To help employees choose an appropriate gift, each EFI AUTOMOTIVE subsidiary is encouraged to publish its own catalog. This catalog will list all of the items that comply with the aforementioned provisions and that may be given as a gift to a business partner and/or a government representative/official.
This catalog will always have to be submitted to the compliance assistance unit for approval before it is released. All catalog updates will also have to be submitted to the compliance assistance unit for prior approval.
In general, EFI AUTOMOTIVE does not authorize the giving or receiving of a gift that does not respect the aforementioned provisions and the Mandatory Principles, in particular. In the event these rules are not respected, the employee concerned may be disciplined.
If in doubt, the employee will be able to contact the compliance assistance unit through the following address: compliance@ efiautomotive.com

3-1-2 WITH REGARDS TO BUSINESS MEALS:

Around the world, it is common practice to negotiate business deals during a meal. An employee may pay for a business meal, or the other party may pay for the employee’s business meal, as long as all of the following provisions are respected:

• The Mandatory Principles are respected,
• The business meal is organized as part of work-related activities (namely, it takes place during a day of meetings or on another occasion and its purpose is to enable participants to discuss work-related matters),
• Its value is that of a business meal that complies with applicable local standards (in principle, prestigious wine and gourmet cuisine must be avoided),
• The spouse, or anyone else that the beneficiary of the invitation wishes to invite, must not attend the business meal.

In general, EFI AUTOMOTIVE does not authorize the giving, organi-zing or receiving of a business meal that does not respect the aforementioned provisions, parti-cularly the Mandatory Principles. In the event these rules are not respected, the employee concerned may be disciplined.

3-1-3 WITH REGARDS TO LEISURE ACTIVITIES:

Invitations to leisure activities (for example, tickets to a play, concert or a sports event) generally have very little to do with work-related activities and can therefore appear to be inappropriate.
Consequently, all invitations to a leisure activity must be submitted to the prior written authorization of the director whose employee could receive and/or give this type of gift.
Authorization is only granted as long as all of the following provisions are respected:

• The Mandatory Principles are respected,
• The beneficiary does not have any power over decisions that are pending and that affect the interests of EFI AUTOMOTIVE.
• The leisure activity represents a legitimate interest in light of work-related activities,
• No ticket purchased illegally or on the black market is used.

Similarly, invitations to events organized by EFI AUTOMOTIVE and/or by a business partner and/or a government body whose purpose is to disseminate scientific or technical information (for example, conferences, seminars, factory tours, press conferences), or to cultural and/or commemorative events, must be submitted to the prior written authorization of the director whose employee could receive and/or give this type of gift.
Authorization is only granted as long as all of the following provisions are respected:

• The Mandatory Principles are respected,
• The information that is dissemi-nated is useful for the beneficiary • The catering on offer complies with local standards that apply to this type of event (in prin-ciple, prestigious wine and gourmet cuisine must be avoided),
• The event is connected to the activities of EFI AUTOMOTIVE and/or the business partner and/or the government body behind the event,
• No additional advantage (in the form of a leisure activity or anything else) that is not connected to the event is given (certain advantages may be authorized, such as the giving of a commemorative book, a USB key that contains a presentation of the event, etc. as long as these advantages respect the nominal value set by applicable local rules and they bear the marking (or any other distinctive sign) of the legal person behind the event).

3-1-4 WITH REGARDS TO TRAVEL AND ACCOMMODATION:

EFI AUTOMOTIVE may some-times bear the travel and accommodation costs of a third party. Inversely, the travel and accom-modation costs of an employee may be borne by a third party.
With regards to the bearing of travel and accommodation costs, the prior written authorization of the director whose employee is concerned by this request and/or offer will be necessary, particularly in the case of trips made to attend events, conferences, seminars or meetings organized by EFI AUTOMOTIVE and/or the business partner and/or the government body concerned, as well as with regards to any tickets to leisure activities that could be given on these occasions.
Authorization is only granted as long as all of the following provisions are respected:

• The Mandatory Principles are respected
• The invitation is directly linked to the promotion, demonstra-tion or presentation of the products or services of EFI AUTOMOTIVE and/or the business partner and/or the government body concerned, or to the fulfillment of a contract
• The distance and duration of the journey are justified on the basis of real work-related reasons, such as the duration and location of the event, the availability of flights, etc.
• It was not possible to fulfill the work-related purpose of the journey by using a cheaper mode of transport or by shorte-ning the journey.

In general, the travel and accommodation rules that apply to EFI AUTOMOTIVE employees must also apply to third parties who receive an invitation.

3-1-5 WITH REGARDS TO THE RECEPTION OF INDIVIDUALS LINKED TO THE FULFILLMENT OF A CONTRACT (PROVISION OF A SERVICE, CONSULTING, ETC.):

Insofar as possible, contractual provisions that imply the recep-tion of individuals must be avoided. They must never be offered or improved in order to win a contract or to obtain an undue advantage.
When the fulfillment of a contract requires EFI AUTOMOTIVE or the business partner to bear travel or accommodation costs in the case of meetings held on its site, no authorization is required. Nevertheless, the employee concerned must make sure that:

• The reception of individuals complies with the Mandatory Principles
• There is a legitimate work-related purpose for the journey and/or accommodation, which is not counterbalanced by any reasons that are not related to work
• The reception complies with all of the other applicable require-ments.

In general, the bearing of travel or accommodation costs by EFI A UTOMOTIVE or by a business partner that does not comply with the aforementioned provisions and, in particular, the Mandatory Principles, is not authorized by EFI AUTOMOTIVE. In the event this rule is not respected, the employee concerned may be disciplined.

3-2 DONATIONS TO CHARITIES

A donation is anything of value that is given by EFI AUTOMOTIVE to a charity without any expecta-tion of a commercial advantage or any other form of compensation in return.
Donations may take the form of money and also be made in kind, goods or services. Contributions to social or charitable organiza-tions are also considered to be donations.
Nevertheless, it is possible that even a legitimate donation could be interpreted to be an act of corruption, particularly when made to a charitable organization that benefits a third party (such as a government representative/official).
The risk of corruption may be more direct and take the form of funds that are collected for ficti-tious or illegal charities in order to cover up fraudulent payments.

EFI AUTOMOTIVE rule
No donation may be offered, promised or made if it seeks to influence an official action or to gain an undue advantage.

• No donation may be given to individuals or commercial organizations whose aims are not compatible with the values of EFI AUTOMOTIVE (see the Social Responsibility Charter).
• Donations must be made transparently.
• Donations must be tax deductible.
• Payments to private accounts and cash payments are not permitted.

What does this mean in practice?
All donations, regardless of their nature, must be made transparently.
The following information must be obtained before a donation is offered, promised or made; this information must be recorded in the books and records provided for this purpose:

• The person who is making the donation (name/function)
• The beneficiary (name of the organization, city and country)
• Value of the donation
• Area (science and education, arts and culture, social and humanitarian projects, etc.) and specific subject (computers for a school, aid for earthquake victims, etc.)
• A receipt or a letter that specifies that the donation has been received and shall be used appropriately must be obtained
  Before making a donation, the employee must obtain his director’s written authorization. If in doubt, the employee will be able to contact the compliance assistance unit through the following address: compliance@efiautomotive.com

3-3 AUTHORIZATION PROCEDURE:

When authorization is required (or if you are unsure), an authori-zation form must be completed and submitted to the director to whom you report, through your line manager, if necessary, before you offer or receive an invitation and/or make a donation (see sections, 3-1-3, 3-1-4 and 3-2). If you do not follow the authorization procedure or if you do not receive prior authorization on time, you run the risk of being disciplined and of not being reimbursed for your expenses, if any.
The authorization form must specify, in particular, the subject, the applicant, the beneficiary, and the nature and the value of the offer so that this information can be recorded in the books and records provided for this purpose. Invitations must be completely transparent. It is recommended that the written offer is formulated in a way that enables the beneficiary to recognize that the offer complies with this Guide, local requirements and the rules of his own organization, if applicable.
Before an invitation is sent to a third party, and before an invitation received from a third party is accepted, the employee may benefit from checking whether similar authorization is required within the third party’s organization.

3-4 FORBIDDEN ACTIONS

3-4-1 CONFLICT OF INTEREST:

A conflict of interest is a situation in which the interests of EFI AUTOMOTIVE diverge from the personal interests of an employee, of those of the employee’s close relatives or those of people with whom the employee has a personal or a business relationship.
It is essential that this type of situation, which could affect the employee’s judgment, is avoided, even if the employee concerned believes that his judgment is not affected.
It is vital that the employee is independent.

EFI AUTOMOTIVE rule
As a matter of principle, situa-tions that could cause a conflict of interest are to be avoided.

What does this mean in practice?
You must report any commitment or any relationship that could cause a conflict of interest. If the conflict of interest, or even a possible risk of a conflict of interest, is proven, you must withdraw from any decision-making process automatically.
The following examples are characteristic of a conflict of interest:

• Offering or influencing the offer of a job to a relative or a close personal acquaintance without having first informed your line manager (as well as the human resources manager of your divi-sion/zone) in writing and obtained his authorization.
• Having a family connection or a close personal relationship with a person to whom you report without having first informed your line manager (as well as the human resources manager of your division/zone) in writing.
• Having a family connection or a close personal relationship with an EFI AUTOMOTIVE business partner with whom you work directly without having first informed your line manager (as well as the human resources manager of your division/zone) in writing.
• Having a family connection or a close personal relationship with an employee (or several employees) who works for one of the competitors of EFI AUTOMOTIVE in the same business sector as you without having first informed your line manager (as well as the human resources manager of your division/zone) in writing.
• Accepting a job or a role outside of the Group that would conflict with the interests of EFI AUTOMOTIVE while your contract with EFI AUTOMOTIVE is still valid, without having first obtained the support of your line manager and the human resources manager of your divi-sion/zone.
• Taking directly or through relatives, friends or intermediaries a stake in the company of a competitor or a business partner of EFI AUTOMOTIVE without having first informed your line manager (as well as the human resources manager of your division/zone) in writing.
• Using for personal reasons goods or resources that belong to the company that employs you.

If you have the slightest doubt, refrain from doing anything and consult your line manager and/or the compliance assistance unit through the following address: compliance@efiautomotive.com
In general, the employee is obliged to report any situation that could result in a conflict of interest. An employee who fails to report a situation that could later cause a conflict of interest may be considered to be guilty of negligence. In the event this rule is not respected, the employee concerned may be disciplined.

3-4-2 PAYMENT OF COMMON ADMINISTRATIVE TASKS

This concerns sums of money that are paid to government representatives/officials or to subordinate private sector employees for their personal gain to ensure or to accelerate the fulfillment of common administrative tasks (for example: the provision of authorization documents or permits, customs clearance of goods, etc.) that normally have to be carried out.
They are sometimes known as facilitation payments, which are sometimes allowed in certain countries, but they nevertheless pose a problem as:

• They constitute a form of corruption that can lead to more serious corruption-related problems.
• The payment of common admi-nistrative tasks remains illegal in most countries.

EFI AUTOMOTIVE rule
EFI AUTOMOTIVE forbids the payment of common administrative tasks.

What does this mean in practice?

• If you make a payment that may be wrongly interpreted as a payment that aims to facilitate common administrative tasks, you must notify the compliance assistance unit at the following address: compliance@efiautomotive.com and make sure that the payment and the amount are correctly documented.
• If you suspect somebody has requested a payment to facilitate a common administrative task, you must immediately notify the compliance assistance unit at the following address: compliance@efiautomotive.com
• Never try to cover up a facilita-tion payment: you could be disciplined.

No authorization will be granted.

3-4-3 LES CONTRIBUTIONS POLITIQUES

Political contributions are high-value contributions whose purpose is to support a political goal (for example: collection of political funds on a local, regional or national level, offers of goods and/or services, payment of employees for carrying out political assignments during working hours, campaign funding).
This type of contribution can cause problems for EFI AUTOMOTIVE as:

• It can be abused.
• Political contributions are illegal in several countries.
  However, it should be noted that contributions to industrial-sector associations and dues paid to professional organizations are not considered to be political contributions.

EFI AUTOMOTIVE rule
EFI AUTOMOTIVE does not make any political contribution of any kind.

What does this mean in practice?
If you suspect somebody has requested a political contribu-tion that takes the form of money, equipment, goods and/or services that belong to EFI AUTOMOTIVE, you must immediately notify the compliance assistance unit at the following address compliance@efiautomotive.com
Any employee who makes a political contribution while working for EFI AUTOMOTIVE could be disciplined.
No authorization will be granted.

 

3-5 KEEPING AND ACCURACY OF RECORDS

In this Guide, books and records are understood to mean all business records. As part of the fight against corruption, it is essential that transactions are transparent, exhaustively documented and allocated to the correct accounts. An attempt to conceal a transaction can constitute an offense that is severely punished under criminal law and it can also give rise to disciplinary action. It is hereby recalled that a lot of laws and regulations require accurate and complete books and records to be kept.

EFI AUTOMOTIVE rule

• The books and records of EFI A UTOMOTIVE must be sufficiently detailed and accu-rate to ensure they reflect all operations correctly.
• The approval checks and proce-dures that exist must be applied.
• No information that appears in the books and records must be incorrect, forged or fictitious.

What does this mean in practice?

• Make sure that all of your operations are exhaustively documented, correctly approved and allocated to the correct expen-diture item.
• If you are aware or suspect that somebody is directly or indirectly falsifying the books and records or is attempting to conceal a payment, you must immediately notify the compliance assistance unit through the following address: compliance@efiautomotive.com

3-6 COMPLIANCE ASSISTANCE UNIT

The compliance assistance unit is part of the Group’s Legal and risk management department. This unit helps to guarantee the application of the rules laid down in this Guide by providing all necessary support to all EFI AUTOMOTIVE employees.
You are invited to contact the compliance assistance unit for any further information on compliance matters or to raise any concerns through the following address: compliance@ efiautomotive.com

If you contact this unit, the matter raised will be managed in a confidential and discrete manner until it has been resolved satisfactorily and in full compliance with applicable laws and regulations.
Questions and/or warnings will be processed systematically; the time taken to respond to the employee may vary in accordance with the complexity and the technical nature of the question and/or warning received. If necessary, the assistance of the internal audit department and/or external experts may be requested.
More generally, if you wish to raise a compliance-related matter, you can also refer the matter directly to your line manager, who is obliged to ensure this Guide is respected, or any other person in your department whom you consider to be competent.
If you have any doubt or lingering question, you can always contact the compliance assistance unit.
EFI AUTOMOTIVE is committed to protecting all employees, who report in good faith any shortco-mings identified in this Guide, from any acts of reprisal.