ANTI-BRIBERY & CORRUPTION POLICY

Anviti (the “Company”) has a zero-tolerance policy that is proactively managed to prevent bribery, corruption, excessive gift-giving, extortion, or embezzlement.

This policy applies to all Company colleagues and individuals/entities working with or acting on behalf of the Company (including any third parties). This includes interactions with government agencies and officials.

All individuals/entities within the scope of this policy shall:

  • not offer, promise or give a bribe to anyone, and shall not request, agree to accept, or take a bribe from anyone.
  • never act in a manner which may tarnish the reputation of the Company, or which could involve the Company in unlawful practices or raise doubts about its ethics.
  • not offer, pay, offer to pay, or authorize to pay money or anything of value (whether directly or indirectly) to any official whether government or others (including potential clients) in order to:
    • influence any act or decision by the recipients in their official capacity.
    • induce the recipients to do or not to do an act in violation of the recipients’ duty.
    • obtain or retain business or to derive an improper advantage for the Company.

The Company is committed to eradicating all forms of bribery and corruption by complying as follows:

  • The Company is fully committed to fighting all forms of bribery and corruption in every geography in which it operates and to comply with all relevant local and international anti-bribery and anti-corruption laws in all jurisdictions within which Company is established or performs services. The reputation of the Company for integrity is built on its respect for, and compliance with, those laws, regulations or similar mandatory requirements, that apply to the conduct of its business.
  • It is the personal responsibility of each Company colleague to comply fully with the laws and regulations of the geographies in which he or she performs a service.
  • Activities which could involve the Company in unlawful practices are prohibited. Compliance with our Code of Conduct requires ethical values beyond that of simply being within the law or the regulation. However, if abiding with the Code of Conduct or its principles and rules of application leads to infringing local laws and regulations, the latter should always prevail and must be complied with. In some instances, local laws may be less restrictive than the provisions of this policy and in such instances, colleagues are expected to comply with this policy. If the local laws are more restrictive than this policy, then colleagues are expected to comply with applicable local laws.
  • No colleague of the Company shall promise, offer or pay, whether directly or indirectly, any bribe to any person in order to procure orders or to obtain any other benefit for the Company.
  • No colleague of the Company shall, in the course of his or her duties, solicit or accept, whether directly or indirectly, any bribe from any person.
  • The promise, offer, solicitation, payment or acceptance of any bribe is a violation of the Company policy, will be a criminal offence and will lead to appropriate disciplinary action (including potentially having his or her employment contract terminated) being taken for the responsible Company colleague.

The Company categorically reject all forms of bribery and corruption and are committed to full compliance with all applicable laws and prohibitions of such behavior by complying to our anti-bribery and anti-corruption policies and procedures as follows:

  • The Company ensures that all colleagues are aware that it is prohibited to solicit, accept offer or give directly or indirectly a bribe during the performance of their duties.
  • The Company prohibits operations such as facilitation payments or kickbacks.
  • The Company submits to prior approval for all political contributions, charitable donations and sponsorship.
  • The Company regulates the offer or receipt of all gifts, hospitality or expenses. Company colleagues may accept unsolicited gifts provided:
    • they are items of nominal value – INR 3000 or less (cumulative basis per person in one calendar year), or
    • they are advertising or promotional materials having wide distribution e.g. calendars, stationary etc.; and
    • acceptance of the gift does not violate any applicable law or similar policies or code of conduct of customers
  • The Company maintains accurate books and records which properly and fairly document all financial transactions.
  • The Company ensures that all colleagues are aware that it is strictly prohibited for them to solicit or accept, directly or indirectly, a bribe in any form (money, gifts, services or other benefit) to induce such colleague to do something which he or she should not do, or, to induce such colleague not to do something which he or she should do, in the course of the performance of their duties within Company.
  • The Company ensures that all colleagues are aware the it is strictly prohibited for them to promise, offer or give, directly or indirectly, during the course of the performance of their duties, a bribe in any form (money, gifts, services or other benefit) to any other person with a view to inducing them to do, or, not to do, something within the scope of, or facilitated by, their job or position.

Clarification

The policy does not seek to prohibit any reasonable payment or expense for any genuine business purpose, including payments for travel or entertainment of government officials if the same is directly related to the promotion or demonstration of services or capability of the Company or the execution or performance of a contract for a government entity.

The policy needs to be read in conjunction with the Business Entertainment policy and the Travel policies (both Domestic and International).

Definitions

  • Government official/agency/entity/client:
    • Any political party or official thereof.
    • Any candidate for political office.
    • An employee or officer of an entity owned or controlled by the government.
    • An officer of any public organization.
    • An officer of an entity owned or controlled by the government.
    • An officer of the statutory regulators e.g. IRDA, RBI, Income tax etc.
    • A person who is acting in an official capacity of any government or a government controlled organization.
    • Any person, entity or organization who or which is named, suggested or for the benefit of the above listed categories.

If there is a doubt regarding the ownership of the entity, then the following criteria need to be used –

  • If the government holding is less than 10%, then it is not to be treated as a government entity.
  • If the government ownership is between 10% and 25% without any government nominee on the Board, then it is not to be treated as a government entity.
  • If the government ownership is more than 26%, then it is to be treated as a government entity.
  • Anything of value: Includes but is not limited to cash, cash equivalent, gifts, jewelry including coins, travel expenses, entertainment, offers of employment, event sponsorships, charitable donations etc.
  • Indirect payment: Means and includes payments that are being made to a third party, consultant, broker or service provider which would be understood to be passed on to a recipient of an impermissible or prohibited activity under this policy.

Facilitating payments

These are payments made for routine matters being handled and disposed by any government agency. Even if the payment would have made no difference to the outcome, this will be considered as a violation of the policy.

Client events, training and seminars.

Under this policy, providing any entertainment (subject to the Business Entertainment policy), education and/or training, then the expenses paid on behalf of officials i.e. travel, accommodation, and any other hospitality would be considered as a “thing of value” and is covered under this policy.

Charitable and political donation

  • Any contribution to government or other officials, or a political party, whether in cash or kind, or any promises of services not under the scope of the company’s business, would be covered under this policy.
  • The company will not make or sponsor contribution of any nature whatsoever including any charitable donations to any entity. An exception to this may be acceptable if the same is to a non-government entity, or to a recognized entity (and not individual) and the business case with justification can be provided to the CEO who may approve the payment.

Hiring of relatives of government and other officials

Offering of employment, internships, training or similar benefits to the relative of a client or of any government entity would raise concerns. Hence, if a potential hire is related to a government official or has relatives who are clients or working with clients, the same must necessarily be disclosed before the employment offer has been issued to the potential candidate. The CEO, Compliance Head and PPC Head must be informed of the potential hire.

Auditing and Finance

  • Accurate books need to be maintained for all expenses and an auditable trail must be maintained by the finance department on all transactions and assets.
  • All expenses of gifts, entertainment, sponsorship, donations must be accurately and completely recorded. This is irrespective of the amount.
  • All vouchers will necessarily need to be backed by appropriate documentation.
  • All personnel will be periodically required to provide a certification to this extent.

Penalties and consequences

  • Violations of the policy can result in severe penalties and consequences not only to the individual but also to the Company.
  • Depending on the severity of the violation, the individual may be subject to various disciplinary actions including financial penalty and / or termination of services, at the discretion of the Management.

Reporting

If colleagues notice any incidents that are in deviation of the recommended conduct indicated in this policy, they are requested to approach the Compliance Officer and a PPC representative immediately. Everyone is required to report without fear of any negative consequences for reporting reasonably suspected violations because retaliation for reporting suspected violations is strictly prohibited by Company policy. Any queries seeking clarifications on any aspect of this policy may be directed to the Compliance Officer or a PPC representative.

Cross Reference

  • Code of Conduct.
  • Business Entertainment Policy.
  • Domestic Travel Policy.
  • International Travel Policy.
  • Disciplinary Action Policy.

Clarificatory Note

Our policy is consistent with the US Foreign Corrupt Practices Act (FCPA), particularly how it is currently

being interpreted by the US Department of Justice (DOJ) and Securities and Exchange Commission (SEC), how

it has recently been applied in well-publicized cases, how the FCPA is now regarded by publicly-traded US

corporations, and some circumstances in which the FCPA applies to non-US persons as well as US persons.

We also ensure adherence to U.K. Bribery Act, 2010 and the current regulatory anti-corruption climate.