Foreign Corrupt Practices Act (FCPA)

General Policy

Purpose

Core Requirements

• The FCPA is U.S. law primarily intended to prevent improper or illegal payments to government officials by companies publicly traded in the United States that do business outside of the United States.
• The law is wide-ranging, with potentially serious fines against the company and the individuals involved, with possible imprisonment for the individuals.
• The FCPA prohibits payments or offers of payment of anything of value to foreign officials and foreign political parties or candidates for foreign political office, in order to secure, retain or direct business. Officials of corporations that are state-owned or subsidized are similarly prohibited from making such payments.
• Such payments made through an intermediary such as joint venture, representative agent or distributor are also illegal.
• The FCPA requires ABX to make and keep records and accounts that accurately reflect transactions and disposition of company assets. In addition, internal accounting controls have been established and must be maintained to insure all transactions are executed with sufficient corporate authority and are properly recorded. Cash payments are "Red Flags" and must have corporate pre-approval. Invoices must identify in detail the scope of services and cost for each line item. Further, access to company assets may only be permitted in accordance with proper authorization.

Employee Role & Responsibilities

• You are expected to conduct the company’s business with integrity and a manner that complies with the FCPA.
• Your conduct with all outside parties should be in a strictly professional, business-like manner to avoid any potential or actual violation of the FCPA.
• The prohibition against payments to foreign officials extends to the offering or giving of "anything of value" where there is the requisite criminal intent. There is no minimum amount or threshold of value to be exceeded before the gift becomes illegal.
• Certain "Expediting payments" are excepted in the FCPA anti-bribery provisions. These payments are allowed for the performance of "routine governmental action". Corporate approval of these payments is required. Exceptions include: obtaining permits, licenses or other official documents to do business in a country; processing government papers such as visas; providing police protection, mail, or scheduling inspections associated with contract performance or related to transit of goods across the country; providing phone, power and water supply, or protecting perishable products or commodities from deterioration.
• Each ABX employee is expected to report any violation of the FCPA or other standards and policies to management or corporate counsel.

Management Role & Responsibilities

• Respond to employee’s concerns and provide guidance regarding potential or actual violations of the FCPA.
• Forward any issues or potential violations of the FCPA to corporate counsel using the "WeTip" hotline or e-mail to him.
• Corporate counsel shall have all reports investigated promptly.

Bottom Line

• The Foreign Corrupt Practices Act is a complex statute and is only summarized in this policy. Employees conducting company business must consult with the Compliance Team and corporate counsel, prior to making payments or gifts to foreign individuals/entities, to obtain additional information and to avoid violations of the Law.