FCPA Compliance Policy and Procedures · should be made only as a last resort and only when...

FCPA Compliance Policy and Procedures

Statement of Policy

Policy # CMP-02.017 Page: 1 of 18 Revision History

Issued By: Corporate Compliance Date Effective: Feb 10, 2011 Rev. Effective: Jan 1, 2017

Approved by: General Counsel, Chief Compliance Officer

Date Issued: Feb 10, 2011 Rev. Issued: Dec 9, 2016

Date Approved: Feb 10, 2011 Rev. Approved: Sep 28, 2016

1800 Hughes Landing Boulevard, Suite 800, The Woodlands, TX 77380 | Office: 281.475.2600 | Fax: 281.475.2733 | layne.com

Contents 1. Purpose .......................................................................................................................................... 3

2. Policy .............................................................................................................................................. 3

3. Scope ............................................................................................................................................. 3

4. Definitions....................................................................................................................................... 3

5. Responsibilities .............................................................................................................................. 5

6. Procedures ..................................................................................................................................... 5

6.1 Third Party Intermediaries........................................................................................................ 5

6.1.1 Set-Up and Approval Process ........................................................................................... 5

6.1.2 Due Diligence Procedures ................................................................................................ 7

6.1.3 Prohibited Activities .......................................................................................................... 8

6.1.4 Joint Venture Partners, Acquisitions ................................................................................. 8

6.2 Facilitation and Extortion Payments ......................................................................................... 9

6.2.1 Facilitating or Expediting Payments .................................................................................. 9

6.2.2 Payments in Response to Threat of Physical Harm - Extortion ......................................... 9

6.2.3 Documentation and Approval Requirements ................................................................... 10

6.2.4 International Missing Receipt Form ................................................................................. 10

6.3 Foreign Government Official Expenditures ............................................................................ 10

6.3.1 Meals, Entertainment, Travel and Lodging ...................................................................... 11

6.3.2 Gifts ................................................................................................................................ 11

6.3.3 Documentation and Approval Requirements ................................................................... 11

6.4 International Contributions ..................................................................................................... 12

6.4.1 Charitable Donations, Social Responsibility Payments, Sponsorships and Memberships 12

6.4.2 Documentation and Pre-Approval Requirements ............................................................ 13

6.5 Lobbying and Political Contributions ...................................................................................... 13

6.5.1 Lobbying ......................................................................................................................... 13

6.5.2 Political Contributions ..................................................................................................... 13

6.6 Exceptions and Restrictions to the General Policy ................................................................. 14

7. Reference Documents .................................................................................................................. 14

8. Violation of the Policy ................................................................................................................... 14

9. Reservation of Rights ................................................................................................................... 14


Statement of Policy Policy # CMP-02.017.00 Issued By: Corporate Compliance Page: 2 of 18


10. Appendix ...................................................................................................................................... 14

Appendix A1. - Anti-Corruption Terms and Conditions ............................................................ 15

Appendix A2. - International Missing Receipt Form................................................................. 16

Appendix A3. - Pre-Approval Form for FGO Expenditures and Corporate Contributions ......... 17




1. Purpose Layne is committed to upholding the highest standards of business integrity and to complying with all aspects of the U.S. Foreign Corrupt Practices Act of 1977, as amended (hereafter referred to as the "FCPA"). This policy provides Layne Employees with information and guidance on the Company’s policies and procedures for operating in international locations, especially when interacting with Foreign Government Officials. It also provides guidance on how to avoid and respond to situations that could potentially violate the FCPA and this policy.

2. Policy Layne prohibits payments or promises to pay anything of value to Foreign Government Officials in order to gain an unfair business advantage. This prohibition applies to corrupt payments made directly or indirectly, such as through the use of Third Party Intermediaries, to Foreign Government Officials.

Layne requires that all Company books, records and accounts are kept in reasonable detail and that all transactions are accurately and fairly reflected in the accounting records.

In order to fully comply with the FCPA, all Employees must strictly follow the pre-approval and documentation procedures described in this policy.

3. Scope This policy applies to all employees of Layne Christensen Company, its subsidiaries and those affiliates over which it has operating control, worldwide (“Layne” or the “Company”). All officers, directors, and any third parties acting on Layne’s behalf must also comply with this policy.

4. Definitions 1. Bribe – A payment or promise to give money, fee, commission, credit, gift, gratuity or anything

of value to a person in a position of influence for purposes of improperly persuading the person.

2. Charitable Donations – A monetary gift or payment in-kind made by an individual or an organization to a nonprofit organization, charity or private foundation. For example, donations that are made to registered organizations with 501(c)(3) status by the U.S. Internal Revenue Service are Charitable Donations.

3. Employee – A person who is employed by Layne Christensen Company or its wholly owned subsidiaries, worldwide, either as permanent or temporary, hourly or salaried, in return for financial or other compensation.

4. Extortion Payment – This is a payment made to a Foreign Government Official in response to physical coercion and an imminent threat to personal health or safety. Extortion Payments should be made only as a last resort and only when absolutely necessary.

5. Facilitation Payment – This is a small cash payment to a low ranking Foreign Government Official to facilitate or expedite a routine governmental action. Facilitation Payments are only allowed in certain countries and should be made only when absolutely necessary.




6. FGO Expenditures – Reimbursable expenses for meals, entertainment, travel, lodging and gifts provided to FGOs.

7. Foreign Government Official (“FGO”) – A political party candidate or any person acting on behalf of an international (non-US) government or agency, department, instrumentality or other entity of such government (e.g., national, state or local governmental bodies). Also included are any employees of businesses or entities owned (in whole or in part), controlled or operated by a government agency. This term shall also mean any person who is employed by a Public International Organization, including but is not limited to, organizations such as the United Nations and World Bank.

Examples of FGOs include, but are not limited to, any of the following: police officer, safety/environmental/health inspector, customs/immigration official, licensing or registration official, immigration agent, cabinet member, ministry official, or an employee of a public utility.

8. Gift – Any item that is provided to a non-Layne individual or entity that is completely gratuitous and where the giving party receives nothing of value in return.

9. International – As Layne is a publically traded company based in the United States, this term is used in all corporate policies to refer to anything outside of the fifty United States.

10. International Contributions – Payments or fees for charitable donations (monetary or in-kind), sponsorships and memberships in international locations.

11. Red Flag – Refers to indicators or circumstances which could place a reasonable person on notice that potential illegal or improper conduct has or may occur. A Red Flag does not mean that an action or transaction should immediately be terminated or is in fact a violation of Company policy or law. However, it does mean that an Employee should engage in an appropriate level of additional review, due diligence and investigation before moving forward.

12. Requestor – The Layne point of contact who is overseeing the vendor or Third Party Intermediary.

13. Social Responsibility Payments – These are payments made as a requirement and in conjunction with a bid and tender or government contract. Social responsibility payments are required by local governments or municipalities and intended to improve the community or to address issues related to the Company’s industry or operation. Social responsibility payments include, for example, projects to improve local schools or roads, promote reforestation, or discourage child labor. Typically, such payments are a requirement of contracting with a government authority. Such payments are made directly to and in support of a social project and should never be made in cash or directly to a Domestic or Foreign Government Official.

14. Sponsorship – The provision of funding, in monetary or non-monetary form, for an marketing activity or initiative where: i) Layne’s name or products are associated with the activity; ii) The funding is dedicated to a certain, predefined initiative/activity; or iii) Layne may receive a promotional or reputation enhancing opportunity.

15. Third Party Intermediary (“TPI”) – Any agent, representative, consultant, contractor, distributor, joint venture partner or other third party engaged to act on Layne’s behalf with Foreign Government Officials or international government entities. This includes vendors appointed, mandated, or recommended by a government-related entity or official.




16. Trade Association or Professional Membership (“Memberships”) – Membership within an industry trade group, business association or sector association, the purpose of which is to promote the industry and Layne’s common interests through collaboration or standardization.

17. Vendor – A person or company that sells goods or services to Layne. In the E1 ERP System, the term Vendor is also used more broadly to include any payments made through the Accounts Payable process.

5. Responsibilities 1. Chief Compliance Officer (“CCO”) and Compliance Team – Responsible for implementing

and enforcing this policy. For the purposes of this policy, “Compliance Team” includes the following corporate job responsibilities: CCO, Compliance Manager, Compliance Attorney, and Compliance Paralegal.

2. Managers and Supervisors – Responsible for ensuring that the operations and Employees within their supervision and control abide by and understand this policy. In particular, all managers and supervisors are responsible for ensuring that all Employees within their supervision that work in, travel to, or have any responsibility for Layne’s international operations have received specialized FCPA training. Any Employee who is subject to this policy but who has not received training in the past year should contact the CCO at [email protected].

3. All Employees – Responsible for ensuring compliance with this policy and for reporting demands for bribes from FGOs to the CCO immediately.

6. Procedures 6.1 Third Party Intermediaries Under the FCPA, it is unlawful to make a payment to any third party knowing (or with reason to know) that all or a portion of the payment will go directly or indirectly to bribe a FGO.

6.1.1 Set-Up and Approval Process Due to the increased risks in engaging or hiring TPIs in international locations, Layne requires that all TPIs are pre-approved by Compliance Team. Employees must take the following steps prior to engaging, hiring or paying any TPI:

1. Prior to Engaging TPI: o Requestor must complete the Vendor Set-Up Form included in Appendix A1 of the

Vendor Set-Up and Maintenance Policy. This form includes the three key questions that must be answered for compliance purposes:

(i) the type of services this supplier will be performing;

(ii) whether the supplier will interact with a government entity on Layne's behalf OR represent Layne before a government entity; and

(iii) whether the supplier (or any of its known employees) has a relationship (family or personal) with a current Layne employee and/or a FGO.

o Send the completed Vendor Set-Up Form to the Compliance Team at [email protected].

mailto:[email protected]





o The Compliance Team will determine the level of due diligence necessary for each TPI, as discussed further in Section 6.1.2. During the due diligence process, the Compliance Team may request additional information from Requestor to ensure potential TPI meets internal compliance standards. If Red Flags are identified during this process that cannot be resolved, the TPI will be denied.

o Once the due diligence has been completed, if the TPI is approved, the Vendor Set-Up Form will be forwarded on to Accounts Payable for set-up.

o The Vendor Set-Up Form includes a question regarding subagents. If a TPI intends to use subagents (or subcontractors) to deliver its services to Layne, the vendor must provide a list of all possible subagents for Compliance to review. - The Compliance Analyst will perform an internal background check of all subagents listed. If no adverse information is found on a subagent, the Compliance Analyst will acknowledge the use of that subagent via email to the TPI with a “CC” to the Compliance Paralegal. The Compliance Paralegal will maintain a record of all subagent acknowledgment emails in the Compliance folder. Layne reserves the right to prohibit the use of any subagent.

2. After TPI is approved by Compliance and Accounts Payable (Ongoing Monitoring Responsibilities):

o Send a copy of the fully executed agreement to the Compliance Team, if applicable.

o Requestor or other Employees who supervise, oversee or approve invoices from TPIs must also follow the Red Flag Guidance to detect and reject any vague or suspicious transactions, invoices or payments.

o If the terms or the type of services performed by a TPI change in any way, the Compliance Team must be notified and/or a new Vendor Set-Up Form submitted, following the procedures described above.

o All TPIs must sign Layne’s Anti-Corruption Terms and Conditions on a yearly basis. The Compliance Analyst will ensure that TPIs meet this requirement.

o All TPIs must repeat Layne’s Due Diligence process once every three years. Contract terms for TPIs should not be longer than three (3) years. TPIs renewal Due Diligence will coincide with the contact’s termination and renewal. The Compliance Analyst will track TPIs to ensure that they meet this requirement.

Prior to engaging outside legal counsel in an international location, employees must notify and receive approval from the Corporate Legal Department, as stated in the Use of Outside Legal Counsel Policy.

Prior to engaging a tax advisors or lawyers for tax related services in an international location, the engagement must be approved by the Vice President of Tax as stated in the Income and Operating Tax Policies.

TPIs must perform only that work that is within its agreed scope of work. Local Offices are responsible for notifying and obtaining pre-approval from Compliance when a TPI intends to do work that is outside of its original scope of work (e.g. a freight forwarder wants to provide customs clearance services). If a TPI wishes to perform work outside of its original scope of work, a new Vendor Set Up form must be




submitted to Compliance as required by Section 6.1.1 (Vendor Set-Up and Approval Process). A TPI cannot perform new services without Compliance approval.

6.1.2 Due Diligence Procedures The Compliance Team is responsible for conducting the due diligence on all TPIs. The level of due diligence necessary is based on a TPI Risk Level (High, Medium, Low or Minimal). The TPI Risk Level is determined using the following criteria:

1. Type of services provided – vendor categories include, but is not limited to:

o Business Development/Sales Agent

o Customs Clearance Agent/Broker

o Legal Counsel

o Tax Consultant

o Immigration Agent

o Corporate Secretary

o Local Director

o Manufacturer's Rep/Dealer

o Distributor of Layne Products

o Labor Consultant

o Permit Consultant

o Private Security Company

o Logistics/Freight Forwarder

o External Auditor o Joint Venture Partners,

Acquisitions* 2. Location of services

3. Level of government interaction, whether direct/indirect

4. Whether Vendor was appointed, mandated, or recommended by a government-related entity or official.

*Joint Venture Partners are treated separately than other TPIs for compliance reasons, see below. **Minimal Due Diligence required for domestic Vendors with international operations or presence. The due diligence process includes a combination of the following steps, depending on the overall level of risk of the TPI:

− Due Diligence meeting, call, or questionnaire: The purpose is to gather information about the legitimacy and ownership structure of the TPI, whether the TPI has a history of corruption, whether the proposed agreement is based on a reasonable market value and whether the TPI will abide by Layne’s policies and procedures.

− External or Internal Background Report: The purpose is to determine, through publically available resources, whether the TPI has been sanctioned, has a history of corruption and the legitimacy of the services to be performed by the TPI.

− FCPA Training and Certification: This is for the highest risk TPIs and is to educate the TPI representative on the FCPA, Layne's anti-corruption policies, and the consequences of violating the FCPA. Each third party representative must sign a certification once they have completed the training course.




− Anti-Corruption Terms and Conditions: All TPIs must agree to Layne’s Anti-Corruption Terms and Conditions, see Appendix A1. All of the highest risk TPIs are required to enter into a written agreement with the Company which includes the anti-corruption terms and conditions. NOTE: Any edits or changes to the Anti-Corruption Terms and Conditions must be approved, in writing by the CCO.

The following chart indicates the type of due diligence to be performed, based on the TPI Risk Level:

Due Diligence Procedure High Medium Low Minimal Due Diligence Call or Meeting with Third Party

External Background Check Internal Background Check Due Diligence Questionnaire Certification of Standard Anti-Corruption Terms and Conditions

FCPA Training and Certification

6.1.3 Prohibited Activities Due to the increased risk of engaging a TPI, the following activities must be strictly monitored:

− TPIs are strictly prohibited from giving gifts or donations to FGOs on Layne’s behalf.

− TPIs may not provide meals, entertainment, travel, or lodging to FGOs on Layne’s behalf without expressly describing the terms of the arrangement in a written agreement that is approved by the CCO. These types of expenditures by TPIs are discouraged and will only be approved in certain circumstances.

− TPIs may not make Facilitation or Extortion Payments or any other cash payments to FGOs on the Company’s behalf without expressly describing the terms of the arrangement in a written agreement that is approved by the CCO. These types of expenditures by TPIs are discouraged and will only be approved in certain circumstances.

− TPIs may not subcontract to other agents, representatives or other service providers that will be acting on Layne’s behalf without the express written consent of the CCO.

6.1.4 Joint Venture Partners, Acquisitions Layne may also be liable for the improper actions of joint venture partners and acquired entities, either as a TPI or when interacting with FGOs in any other way. Thus, the Compliance Team and the Legal Department must be notified, in writing, prior to the start of any formal negotiations or discussions regarding joint venture partners or acquisitions in international locations.

Whenever the Company pursues a joint venture opportunity, merger or an acquisition of any international business entity, the due diligence process associated with the proposed joint venture or acquisition shall be performed or directed by the Compliance Team and Legal Department, with the assistance of Internal Audit. The due diligence process will include any and all of the procedures listed in 6.1.2. Furthermore, based on the location and type of activities performed by the joint venture partner or acquisition, the due diligence process may also include additional research or investigation in order to determine the reputation, beneficial ownership, professional capability and experience, financial




standing and credibility of the prospective entity and the history of its compliance with applicable provisions of the FCPA or similar applicable local laws.

6.2 Facilitation and Extortion Payments

6.2.1 Facilitating or Expediting Payments Whenever possible, Employees should make payments directly to government entities (not FGOs) and obtain government issued receipts for all transactions. However, this may not be possible in all international locations. The FCPA allows for small cash payments to low ranking FGOs to facilitate or expedite a routine governmental action. These payments are called Facilitation Payments. Facilitation Payments are only legal in certain countries and should be made only when absolutely necessary.

The following are circumstances when Facilitation Payments are allowed:

− Passing through road blocks or military check points

− Obtaining a police escort or police protection

− Expediting customs clearance

− Obtaining or processing essential government documents, such as visas, work orders, permits, or licenses

Facilitation Payments can NEVER be made to gain an unfair business advantage, including but not limited to, in the following situations:

− Win a government contract

− Obtain or retain business

− Reduce or avoid tax assessments, settlements, fines and/or penalties

− Avoid custom duties or penalties

− Avoid labor, immigration, health, safety or environmental fines or penalties

− Improperly obtain permits or licenses

General/Finance Managers will establish reasonable limits for Facilitation Payments in each location. Nonetheless, Facilitation Payments for one single transaction over USD $100 (or the local equivalent) are not allowed to be approved locally or reimbursed without the express written approval of the CCO. As Facilitation Payments or Extortion Payments (described below) are most always made to unknown or unnamed FGOs, there is no ability to track total Facilitation or Extortion Payments made to a single FGO. However, if local management or finance personnel identify certain repeat payments to specific FGOs, this should be brought to the attention of the CCO immediately.

6.2.2 Payments in Response to Threat of Physical Harm - Extortion Extortion Payments are another type of payment that can be made to FGOs under the FCPA. Extortion Payments are cash payments made to FGOs in response to physical coercion and an imminent threat to an Employee’s personal health or safety. Extortion Payments should be made only as a last resort and only when absolutely necessary.

Extortion Payments can also NEVER be made to gain an unfair business advantage.




6.2.3 Documentation and Approval Requirements Facilitation and Extortion Payments are considered extremely high risk from an FCPA compliance perspective and therefore must be documented carefully and approved by a manager, regardless of the amount of the payment. The following steps must be taken by all Employees prior to and after making a Facilitation or Extortion Payment:

1. Prior to making Facilitation or Extortion Payment o Employee must confirm with the local General/Finance Manager that such payments are

legal and allowed in the location.

o Employee must receive instructions from the General/Finance Manager regarding the appropriate amount of the payment that is reasonable for the location.

2. After making a Facilitation or Extortion Payment o Employee must complete the International Missing Receipt Form, Appendix A2 for each

payment. Employees must include a detailed description of the reason for the payment, including the circumstances which required a cash payment without a receipt, the type of FGO involved and the amount of the payment.

o The International Missing Receipt Form must be signed by the Employee who made the payment and approved by a General/Finance Manager. If any single Facilitation or Extortion Payment above USD $100 (or the local equivalent) is made, the payment cannot be approved or reimbursed without written approval from the CCO. If any single Facilitation or Extortion Payment above USD $300 (or the local equivalent) is made, the payment cannot be approved or reimbursed without written approval from the General Counsel and CCO.

o The International Missing Receipt Form should be retained and documented by the local office as supporting documentation for the expense.

o Local finance personnel must ensure the Facilitation or Extortion Payment is recorded in the Facilitation Payment General Ledger Account. Refer to the General Ledger Controls Policy, Appendix A3 and A4 for further guidance regarding compliance sensitive general ledger accounts for each location.

6.2.4 International Missing Receipt Form The International Missing Receipt Form (Appendix A2) shall only be used when official receipts are not readily available. The International Missing Receipt Form is not to be used for convenience purposes. It is the responsibility of the local approving manager to confirm that official receipts are not readily available prior to approving any International Missing Receipt Form.

The International Missing Receipt Form shall not be used for amounts greater than $500 USD (or local equivalent). For requests involving amounts greater than $500 USD, contact the CCO directly at [email protected] for guidance and approval. At a minimum, requests for amounts greater than $500 USD require pre-approval by the General Counsel and CCO.

6.3 Foreign Government Official Expenditures At Layne, expenses for meals, entertainment, travel, lodging, and gifts for FGOs are categorized as FGO Expenditures.




6.3.1 Meals, Entertainment, Travel and Lodging Under the FCPA, meals, entertainment, travel and lodging may be provided to FGOs if they are reasonable and otherwise for legitimate business purposes. As stated in the Travel and Entertainment policy, Layne Employees must accompany FGOs during any meals or entertainment expenditures unless an exception has been obtained, in advance and in writing, from the Layne Employee’s supervisor and the CCO. Layne will reimburse Employees for FGO Expenditures, as long as pre-approval was received and they meet either of the following criteria:

− The expenditure is directly related to the promotion, demonstration, or explanation of Layne’s products or services and directly precedes, includes or follows a business discussion that would benefit the Company.

− The expenditure is related to the performance of a contract with an international government entity.

All FGO Expenditures for meals, entertainment, travel or lodging must be pre-approved by the Compliance Team and must be lawful under the written laws of the FGO’s home country and otherwise in compliance with local regulations. In addition to the above, Employees must also follow the relevant provisions of the Travel and Entertainment Policy.

6.3.2 Gifts The FCPA allows for small gifts or tokens of gratitude, in certain situations. At Layne, such gifts are generally discouraged for FGOs. Refer to the Gift Policy for more information regarding appropriate business related gifts that the Company permits. Under certain situations, Layne Employee’s may provide small gifts or items with the Layne logo to FGOs if they meet the following criteria:

− the gift is not expensive or lavish and given openly and transparently

− provided as a sign of goodwill, business gratitude or promotion

All FGO Expenditures for gifts must be pre-approved by the Compliance Team and must be lawful under the written laws of the FGO’s home country and otherwise in compliance with local regulations. In addition to the above, Employees must also follow the relevant provisions of the Gifts Policy.

6.3.3 Documentation and Approval Requirements FGO Expenditures are high risk from an FCPA perspective and therefore must be monitored, pre-approved by management and Compliance Team, as well as documented carefully. The following steps must be taken by Employees prior to and after FGO Expenditures:

1. Prior to making a FGO Expenditure

o Employee must complete the Pre-Approval Form for FGO Expenditures, Appendix A3. Employees must provide an estimated amount for each expense. This Form should be completed seven (7) days prior to the event and sent to [email protected].

o The Compliance Team will review and approve or deny the request for a FGO Expenditure and forward the response to the corresponding Division President.

o The Division President will assess the necessity and business purpose of the FGO Expenditure and approve or deny the request.





2. After making a FGO Expenditure

o Employee must confirm that expenditure is within estimated amount included in the Pre-Approval Form. If the actual amount spent is higher than the approved amount, an email must be sent to [email protected], with an explanation for the overage.

o The Pre-Approval Form must be retained and documented a supporting documentation.

o Local finance personnel must ensure the expense is recorded in the FGO Expenditure General Ledger Account. Refer to the General Ledger Controls Policy, Appendix A3 and A4 for further guidance regarding compliance sensitive general ledger accounts for each location.

The value of FGO Expenditures for any single FGO must not exceed USD $300 (or the local equivalent) for any twelve (12) month period. These expenditures will be tracked by the Compliance Team through the general ledger accounts and the Pre-Approval Form. However, if local management or finance personnel identify expenses to one individual FGO over this limit, it should be brought to the attention of the CCO immediately.

6.4 International Contributions At Layne, expenses for charitable donations (monetary or in-kind), social responsibility payments, sponsorships, and memberships in international locations are categorized as International Contributions.

6.4.1 Charitable Donations, Social Responsibility Payments, Sponsorships and Memberships The FCPA prohibits companies from using International Contributions as a pretense for funneling bribes to FGOs. As such, Layne only allows International Contributions when the donation or payment is for a charitable, sustainable or educational purpose and not directed in any way to a FGO in exchange for an unfair business advantage.

− International charitable donations must be to entities or organizations that focus on education, environmental issues, health issues or supports a critical community need. These donations can be either monetary or in-kind.

− Social responsibility payments are only relevant in connection with government projects and can only be for the purpose of supporting a defined community project.

− Sponsorships must be justified by a legitimate and plausible business purpose. The primary types of sponsorships that the Company participates in are conventions or meetings of sales with customers or suppliers, educational and research grants and product training and education programs.

− Payments for memberships must be made to professional organizations that provide value to the Employee and also enhance or maximize the performance of the Employee to benefit the Company.

An International Contribution (whether monetary or in-kind) may be denied in the following circumstances:

− if the entity is connected to a FGO or a close family member of an FGO

− if there is a demand from a FGO for the contribution





− if the organization seeking the contribution lacks transparency

− if the organization is demanding payment in cash only

− if the facts suggest that the contribution could be diverted to an improper beneficiary

− if the Company's business opportunities are dependent upon the donation being made

6.4.2 Documentation and Pre-Approval Requirements Due to the compliance risks involved in International Contributions, all must be pre-approved. The following steps must be taken prior to and after International Contributions are made:

1. Prior to making an International Contribution

o Employee must complete the Pre-Approval Form for FGO Expenditures and Corporate Contributions, Appendix A3. Employees must provide an estimated amount for each contribution. This Form should be completed seven (7) days prior to the event and sent to [email protected].

o The Compliance Team will review and approve or deny the request and forward the response to the corresponding Division President.

o The Division President will assess the necessity and business purpose of the International Contribution and approve or deny the request.

o Unless the contribution is payment in-kind, Employee must complete a Vendor Set-Up Form and follow the steps for creating a new vendor as described in the Vendor Set-Up and Maintenance Policy. Contributions must also comply with the Global Payment Policy and the Accounts Payable Policy.

2. After making an International Contribution

o Employee must confirm that expenditure is within estimated amount included in the Pre-Approval Form. If the actual amount spent is higher than the approved amount, an email must be sent to [email protected], with an explanation for the overage.

o Local finance personnel must ensure the contribution is recorded in the appropriate general ledger account for the specific type of contribution. Refer to Appendices A3 and A4 of the General Ledger Controls Policy for further guidance regarding compliance sensitive general ledger accounts for each location.

6.5 Lobbying and Political Contributions

6.5.1 Lobbying The Company prohibits and shall not pay for any transactions or expenses related to political lobbying activities made on behalf of or in the name of the Company.

6.5.2 Political Contributions Political Contributions made on behalf of or in the name of the Company must be pre-approved by the requestor’s Division President and the Chief Compliance Officer.






6.6 Exceptions and Restrictions to the General Policy If extenuating circumstances do not allow for pre-approval, the requesting Employee must complete the Pre-Approval Form for FGO Expenditures and Corporate Contributions, Appendix A3 and follow the Documentation and Pre-Approval Requirements stated above. The Form must be completed within three (3) business days thereafter and include a description of the reason for the exception and why the procedures stated in this policy could not be followed. Failure to obtain pre-approval and adhere to these states policies may result in the cost of the expenditure not being reimbursed to the Layne Employee.

7. Reference Documents 1. Anti-Bribery Policy

2. Code of Business Conduct and Ethics

3. General Ledger Controls Policy

4. Gifts Policy

5. Income Tax Policy

6. Operating Tax Policy

7. Red Flag Guidance

8. Travel and Entertainment Policy

9. Use of Outside Legal Counsel Policy

10. Vendor Set-Up and Maintenance Policy

8. Violation of the Policy Violation of this policy may lead to discipline, up to and including discharge. In addition, any person who violates the FCPA or local anti-bribery laws may find themselves subject to criminal prosecution by U.S. or local authorities.

Refer to the Code of Business Conduct and Ethics for guidance on reporting concerns or violations of this policy.

9. Reservation of Rights The Company reserves the right to modify, terminate, or interpret this policy with or without notice.

10. Appendix Appendix A1. - Anti-Corruption Terms and Conditions

Appendix A2. - International Missing Receipt Form

Appendix A3. - Pre-Approval Form for FGO Expenditures and Corporate Contributions


Statement of Policy Policy # CMP-02.017.00AP1 Issued By: Corporate Compliance Page: 15 of 18


Appendix A1. - Anti-Corruption Terms and Conditions

(a) [Agent] warrants and represents to the Company that neither [Agent] nor any of its officers, directors, employees, agents or other representatives has or will make any payments of money, or anything of value, nor will such be offered, promised or paid, directly or indirectly, to any foreign officials, political parties, party officials, candidates for public or political party office, to influence the acts of such officials, political parties, party officials, or candidates in their official capacity, to induce them to use their influence with a government to obtain or retain business or gain an improper advantage in connection with any business activities of the Company.

(b) If [Agent] breaches any of the covenants set forth in clause (a), above,

(i) the Company may, at its sole discretion, rescind this Agreement and, in such event, all obligations of the Client to pay any additional fee or other compensation to [Agent] shall cease immediately; and

(ii) the Company shall have a right of action against [Agent] for the amount of any monetary loss or damage incurred by Company as a result of [Agent]’s breach of any of such covenants.

(c) Further, [Agent] agrees to the following:

(i) [Agent] will fully cooperate in any investigation regarding alleged violations of the U.S. Foreign Corrupt Practices Act or any applicable anti-bribery or anti-corruption law in connection with performance of this Agreement;

(ii) [Agent] will not employ any subcontractors, sub-agents or consultants in performance of this Agreement without the express, advance written approval of the Company;

(iii) Company may audit all of the [Agent]'s books and records of all transactions related to the [Agent]'s performance under this Agreement;

(iv) [Agent] acknowledges that the U.S. Foreign Corrupt Practices Act applies to this Agreement and all actions taken in performance of this Agreement;

(v) [Agent] agrees to have all of its senior level management take the U.S. Foreign Corrupt Practices Act training, if provided by the Company; and

(vi) [Agent] will sign an annual certification statement that the [Agent] has not engaged in any actions on behalf of the Company that has violated the U.S. Foreign Corrupt Practices Act or any applicable anti-bribery or anti-corruption law.

_____________________________________ ________________________________ Signature Name of [Agent] _____________________________________ ________________________________ Printed Name Title _____________________________________ Date




Appendix A2. - International Missing Receipt Form




Appendix A3. - Pre-Approval Form for FGO Expenditures and Corporate Contributions




Date post:	03-Jan-2020
Category:	Documents
Upload:	others
View:	0 times
Download:	0 times