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Grupo Bimbo Integrity Global Policies October 23, 2014
Grupo Bimbo Integrity Global Policies
October 23, 2014
Table of Contents
Page
Helpful definitions for all policies…………………………………………………………..1
1. Anti-Corruption Policy .............................................................................................. 2
1.1. Introduction ................................................................................................... 2
1.2. Our Principles ............................................................................................... 2
1.3. To Whom Does This Policy Apply? .............................................................. 3
1.4. Bribery & Corruption – Prohibited Acts ......................................................... 3
1.5. Implementation, Administration, and Enforcement ....................................... 4
APPENDIX 1: Ethics Committee Contact Information .......................................... 6
2. Gifts, Hospitality, Travel, and Entertainment Policy .............................................. 7
2.1. Gifts, Hospitality, Travel, and Entertainment Guidelines ............................... 7
2.2. Implementation, Administration, and Enforcement ..................................... 13
3. Donations Policy ..................................................................................................... 13
3.1. Introduction ................................................................................................. 13
3.2. General Principles and Rules ..................................................................... 14
3.3. Personal Contributions ................................................................................ 14
3.4. Donations Proposal and Reporting .............................................................. 14
3.5. Due Diligence For Approving Donations ..................................................... 15
3.6. Implementation, Administration, and Enforcement ..................................... 15
4. Political Contributions Policy................................................................................. 17
4.2. Introduction ................................................................................................. 17
4.2. Political Contribution Guidelines ................................................................. 17
5. Government Relations Policy................................................................................. 19
5.1. Introduction ................................................................................................. 19
5.2. Government Relations Guidelines .............................................................. 19
6. Third Party Code of Conduct ................................................................................. 23
6.1. Introduction .................................................................................................. 23
6.2. Ethical Behavior - A Shared Commitment ................................................... 23
6.3. Anti-Bribery and Anti-Corruption .................................................................. 24
6.4. Gifts, Hospitality, Travel and Entertainment................................................. 26
6.5. Fraud and Other Criminal Activities ............................................................. 26
6.6. Food Quality and Safety .............................................................................. 26
6.7. Labor Standards .......................................................................................... 26
6.8. Environmental Standards ............................................................................ 28
6.9. Implementation, Administration, and Enforcement ...................................... 28
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Helpful definitions for all policies:
Anything of Value is broadly defined, covering any form of benefit, including but not
limited to: cash, contributions, product, cash equivalents, loans, gifts, prizes, hospitality,
travel, entertainment, political contributions, charitable donations, employment offers,
promises of future employment, favorable terms on a product or service, and the
opportunity to buy direct shares in a company with a connection to the Company.
Bribery means giving, offering, soliciting, or receiving (or attempting to give, offer, solicit,
or receive) anything of value with the intention of influencing the behavior of someone to
obtain or retain a benefit.
A Government Official includes:
Any officer or employee of a governmental authority, whether elected or
appointed, acting in an official capacity for or on behalf of a national, state, local,
or municipal government, including but not limited to its legislature, departments,
agencies, judiciary, and instrumentalities;
Any political party, party official, or candidate for political office.
A Private Person is any person other than a government official.
Gifts are items of value or benefits of any kind given to someone as a sign of
appreciation or friendship without expectation of receiving anything in return.
An Institutional Gift is a gift (as defined above), which bears the Company logo (such as
a Grupo Bimbo gift basket), is valued at no more than $50 USD, and complies with
applicable law.
Hospitality refers to meals and refreshments.
Travel generally includes airfare, local transportation, and lodging.
Entertainment generally includes attendance at sporting or cultural events, such as
tournaments, and theatrical and musical performances.
GHT&E means Gifts, Hospitality, Travel, and Entertainment
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Grants and Donations are benefits given in the form of money and/or in-kind
contributions. Grants are awards or assistance given for a specific purpose (e.g.,
research or education). Donations generally address charitable contributions and
humanitarian needs (e.g., assistance after a natural disaster).
In-Kind Contributions are benefits other than cash. These may include, for example, the
provision of a Company product for free or at a reduced price.
Political Contributions are monetary or non-monetary contributions (for example,
resources, facilities, or other corporate assets) to support political parties, party officials,
politicians, or candidates for public office.
Facilitation Payments are payments made to government officials to secure, expedite, or
otherwise facilitate the performance of a non-discretionary routine government action.
1. Anti-Corruption Policy
1.1 Introduction
Grupo Bimbo, S.A.B. de C.V. and its companies, subsidiaries, and affiliates (collectively,
“Grupo Bimbo” or the “Company”) consider integrity to be a critical core value of its
business. The Company is committed to conducting its business activities in an honest
and ethical manner, free from all forms of corruption and bribery. The Company strictly
prohibits corruption and bribery in business dealings in both the private and
governmental sectors.
This global anti-corruption policy (“Anti-Corruption Policy”) sets forth guidelines,
standards, and procedures intended to ensure that the Company and those acting on its
behalf understand and comply with all applicable anti-corruption laws in all business
dealings and relationships.
1.2 Our Principles
The Company takes a zero-tolerance approach to corruption and bribery and is
committed to conducting all of its business in an honest and ethical manner.
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The Company is committed to conducting its activities lawfully in accordance with all
applicable anti-corruption laws in every jurisdiction in which it operates, including but not
limited to the U.S. Foreign Corrupt Practices Act (“FCPA”), Mexico’s Ley Federal
Anticorrupción en Contrataciones Públicas (“LFACP”), and the UK Bribery Act 2010
(“Bribery Act”).
Under international anti-corruption laws, corruption and bribery are criminal offenses,
punishable by imprisonment and/or fines. The Company therefore takes its legal
responsibilities very seriously and expects you to do the same. The directors and
executive management of the Company fully support this Anti-Corruption Policy and
expect full compliance with its terms.
1.3 To Whom Does This Policy Apply?
The Anti-Corruption Policy and all related policies apply to all individuals working at all
levels for the Company, including but not limited to officers, directors, managers, and
employees (whether permanent, fixed-term, or temporary) (collectively “Associates”).
These Policies apply to all dealings and transactions in all countries where the Company
operates. Compliance with the terms of this Anti-Corruption Policy an all related policies
is mandatory.
1.4 Bribery & Corruption – Prohibited Acts
General Principles and Rules:
Improper Benefits to Government Officials. Associates shall not give, offer, or promise
(or attempt to give, offer, or promise), directly or through another person or entity,
anything of value to a government official, or to a family member of a government
official, with the intent to induce such government official to use his or her influence or
office to assist the Company in securing any improper advantage.
Improper Benefits to a Private Person. The Company does not distinguish between
government officials and private persons so far as bribery is concerned: bribery is not
tolerated regardless of the status of the recipient. Associates shall not give, offer, or
promise (or attempt to give, offer, or promise), directly or through another person or
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entity, anything of value to a private person with the intent to induce such private person
to assist the Company in securing any improper advantage.
Receiving Improper Benefits. Associates shall not solicit, request, receive, or accept (or
attempt to solicit, request, receive, or accept) anything of value from a government
official or private person, which in turn would lead, or appear to lead, to any improper
advantage.
There is no minimum value for a bribe.
If you are uncertain about whether contemplated conduct constitutes corruption or
bribery, you should consult with the Company’s Compliance Officer, the Ethics and
Compliance Committee or the Legal Department.
1.5 Implementation, Administration, and Enforcement
1.5.1 Responsibility for Our Policy:
To assist in the implementation, monitoring, and enforcement of this Anti-Corruption
Policy, the Company has appointed a global Compliance Officer and established an
Ethics and Compliance Committee.
1.5.2 Training and Certification:
Associates shall familiarize themselves with this Anti-Corruption Policy. Associates will
receive periodic training on this Policy and anti-corruption laws and regulations.
1.5.3 Reporting Violations and Complaints:
Any transaction that might give rise to a violation of this Anti-Corruption Policy or any
specific policy mentioned herein shall be reported promptly to the Company’s
Compliance Officer, the Ethics and Compliance Committee, or the Legal Department.
Reports may be made through the Company’s “speak-up” line, a confidential
communication form, at email: [email protected] . Such reports will be shared
with other authorized individuals at the Company only on a need-to-know basis.
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The failure to report known or suspected wrongdoing of which a person has knowledge
could, by itself, subject Associates to disciplinary action, including termination with the
Company. A person is deemed to “know” about wrongdoing if he or she is merely aware
of a probability of its existence.
1.5.4 No Retaliation:
Retaliation against any individual who honestly and in good faith reports misconduct or
who participates in an investigation of alleged misconduct is strictly prohibited. Failure to
comply with this retaliation policy may result in discipline, including termination of
employment.
1.5.5 Investigation of Suspected Violations:
All reported incidents of suspected violations of this Anti-Corruption Policy will be
investigated promptly and appropriately. All complaints will be handled confidentially, to
the extent possible. If, after any investigation, the Company determines that prohibited
conduct has occurred, the Company will take prompt remedial action commensurate
with the circumstances and applicable law.
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APPENDIX 1
ETHICS AND COMPLIANCE COMMITTEE INFORMATION
Grupo Bimbo Ethics and Compliance Committee:
Guillermo J. Quiroz Abed.
Raúl Argüelles Díaz-González.
Reynaldo Reyna Rodríguez.
José Gabriel Calderón Goyanaga.
Luis Miguel Briola Clément.
Grupo Bimbo’s General Counsel & Compliance Officer:
Luis Miguel Briola Clément.
Pedro Pablo Barragán Barragán.
Speak-up line information:
Country Mail Phone number
Mexico [email protected] 01800 0124626
Colombia [email protected] 01 8007522198
Panama [email protected] 011008000521357
Honduras [email protected] 800-0122 Clave 6627
El Salvador [email protected] 800-6580
Guatemala [email protected] 1 800-83-50-335
Nicaragua [email protected] 001-800-22-60-345
Costa Rica [email protected] 0-800-0521580
Chile [email protected] 800-83-56-48
Venezuela [email protected] 8001627331
Argentina [email protected] 0-800-444-2251
Uruguay [email protected] 000-40-52-101-15
Paraguay [email protected] 009-800-59510034
Brazil [email protected] 8008923255
USA [email protected] 866-458-5428
Canada [email protected] (pend)
China [email protected] (pend)
Spain [email protected] (pend)
Portugal [email protected] (pend)
United Kingdom [email protected] (pend)
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2. Gifts, Hospitality, Travel, and Entertainment Policy
2.1 Gifts, Hospitality, Travel, and Entertainment Guidelines
2.1.1 General Principles and Rules:
Associates shall never:
Offer gifts, hospitality, travel, and entertainment to government officials (or their
family members) or private persons with the intent of influencing or inducing the
recipient to do something to help the Company secure or retain any improper
benefit or advantage; or
Solicit, request, receive, or accept gifts, hospitality, travel, or entertainment from
government officials (or their family members) or private persons, with the
knowledge or belief that, in return, the government official or private person
expects to obtain any improper benefit or advantage.
Additionally, the Company has established rules concerning the pre-approval or
reporting of certain gift, hospitality, travel, and entertainment expenditures. Pre-approval
in writing is required if the established limits are to be exceeded. This policy neither
replaces nor applies to the Company’s reimbursement of business-related costs and
expenses, which is governed by a separate Company policy.
2.1.2 Gift Guidelines:
Government Officials
In addition to complying with the general principles set forth in section 1:
Except where the giving of gifts is prohibited by applicable law, an Associate may
offer or give an Institutional Gift which is valued at no more than $50 USD. The
cumulative annual total value of Institutional Gifts an Associate can offer or give
to all government officials shall not exceed $100 USD. Except for Institutional
Gifts, no other type of gift may be offered or given to a government official.
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Any Institutional Gifts to a government official shall be accurately reported.
Special Gifts programs may be pre-approved by the Company (i.e. Christmas
baskets).
An Associate is prohibited from soliciting a gift of any value from a government
official.
Except where the giving of gifts is prohibited by applicable law, an Associate may
accept an Institutional Gift by a Government Official, and shall not exceed $50
USD. The cumulative annual total value of Institutional Gifts by Government
Officials to an Associate shall not exceed $100 USD. Except for Institutional
Gifts, no other type of gift may be received from a government official.
Private Persons
In addition to complying with the general principles set forth in section 1:
An Associate may offer or give a gift to a private person, which is reasonable and
customary, and which is valued at no more than $100 USD. The cumulative
annual total value of gifts an Associate can offer or give to all private persons
shall not exceed $300 USD.
An Associate may accept an occasional gift from a private person, which is
customary and reasonable. The cumulative annual total value of gifts received
by an Associate shall not exceed $100 USD.
2.1.3 Hospitality Guidelines:
Government Officials
In addition to complying with the general principles set forth in section 1:
Except where prohibited by applicable law, an Associate may pay for a meal
and/or refreshments for a government official, provided:
(a) the Associate is present for the meal and/or refreshments;
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(b) the meal and/or refreshments is reasonable in amount, does not exceed
$100 USD in value, per person, and complies with applicable law. The
cumulative annual total value of meals and/or refreshments an
Associate can pay for all government officials shall not exceed $500
USD.
(c) the venue is not inappropriate or disrespectful; and
(d) the meals or refreshments are directly related to the promotion,
demonstration, or explanation of Company business, products, or
services.
Special events may be pre-approved.
Any such hospitality expense for a government official shall be accurately
reported.
An Associate is prohibited from soliciting hospitality of any value from a
government official.
An Associate may accept hospitality from government officials provided that a
single meal and/or refreshments shall not exceed $100 USD per person and
comply with applicable law. The cumulative annual total value of hospitality
received by an Associate by all government officials shall not exceed $500 USD.
Receipt of any hospitality by Associates from governmental officials shall be
reported to the Company at [email protected] .
Private Persons
In addition to complying with the general principles set forth in section 1:
An Associate may pay for a meal and/or refreshments for a private person,
provided:
(a) the Associate is present for the meal and/or refreshments;
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(b) the meal and/or refreshments is reasonable in amount and does not
exceed $100 USD in value, per person. The cumulative annual total
value of meals and/or refreshments an Associate can pay for all private
persons shall not exceed $500 USD;
(c) the venue is not inappropriate or disrespectful;
(d) the meals or refreshments are directly related to the promotion,
demonstration, or explanation of Company business, products, or
services; and
(e) a family member or other personal guest of the private person is not
included (**note: in exceptional cases, such as spontaneous invitations
occurring when an unplanned meeting takes place, guests who are
accompanying the invitee may be invited if it would be unacceptable to
exclude them).
An Associate may accept an occasional meal and/or refreshments from a private
person. The meal and/or refreshments must be attended by the person who
invited the Associate, be customary and reasonable, and not exceed $100 USD
in value, per person. The cumulative annual total value of meals and/or
refreshments received by an Associate from all private persons shall not exceed
$500 USD.
2.1.4 Travel Guidelines:
Government Officials and Private Persons
In addition to complying with the general principles set forth in section 1:
An Associate may host a government official or private person by providing
airfare, local transportation, and lodging, provided that such travel and
accommodations are:
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(a) for a legitimate business purpose, such as for product demonstrations,
training, and conferences, or for inspections of Company facilities or
operations;
(b) the expense must be reasonable in amount and not extravagant (e.g.,
first class airfare is presumptively unreasonable);
(c) no personal friends or family members of the invitee are traveling at the
Company’s expense;
(d) no unnecessary side trips are planned (side trips are unnecessary when
they require extensive travel away from the legitimate site of the
business trip or would involve excessive or unreasonable expense); and
(e) no per diem cash is provided.
Under no circumstances will an Associate pay for personal excursions or
vacations of any government official or private person, including their family
members of personal friends.
Any travel expenditure for a government official or a private person shall be pre-
approved in writing.
To accept any kind of travel from a government official or a private person,
Associate must seek pre-approval from the Company (the Company’s Ethics and
Compliance Committee will determine and approve) on a case-by-case basis.
2.1.5 Entertainment Guidelines:
Government Officials
In addition to complying with the general principles set forth in section 1:
Providing entertainment to a government official is discouraged and will rarely be
allowed. An Associate must secure pre-approval in writing before providing
entertainment to a government official.
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In the event that the Company pre-approves the entertainment of a government
official, an Associate must comply with the following additional requirements:
(a) the Associate must be present during the entertainment;
(b) the cost of the entertainment is reasonable in amount;
(c) the venue or entertainment is not inappropriate or disrespectful; and
(d) the entertainment provided is incidental to the promotion,
demonstration, or explanation of the Company’s business, products, or
services.
An Associate is prohibited from soliciting any entertainment from a governmental
official.
An Associate must secure pre-approval in writing before accepting entertainment
from a government official.
Private Persons
In addition to complying with the general principles set forth in section 1:
An Associate may provide entertainment to a private person, provided that:
(a) the Associate is present during the entertainment;
(b) the cost of the entertainment is reasonable in amount and does not
exceed $50 USD in value, per person. The cumulative annual total
value of entertainment an Associate can pay for all private persons shall
not exceed $200 USD;
(c) the venue is not inappropriate or disrespectful; and
(d) the entertainment provided is incidental to the promotion,
demonstration, or explanation of the Company’s business, products, or
services.
An Associate may accept occasional entertainment from a private person. Such
entertainment must be attended by the person who invited the Associate, be
customary and reasonable, and not exceed $50 USD in value, per person. The
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cumulative annual total value of entertainment received by an Associate shall not
exceed $200 USD.
All entertainment received shall be accurately reported.
2.2 Implementation, Administration, and Enforcement
The Company has appointed a global Compliance Officer and established an Ethics and
Compliance Committee to implement, monitor, and enforce this Policy and the
Company’s Anti-Corruption Policy.
Any report shall be send by e-mail to [email protected]
3. Donations Policy
3.1 Introduction
The Company promotes various initiatives to “give back” to the community. As a result,
the Company has directed its efforts to proven non-profit organizations with projects that
support the environment, education, and the promotion of physical activity. However,
because grants and donations have been used to disguise acts of bribery in international
commercial transactions, anti-corruption enforcement authorities are alert to improper
grants and donations. The Company shall not use any grants or donations as a
subterfuge for bribery. This Policy defines guidelines and limits applicable to such
transactions.
3.2 General Principles and Rules:
Grants and donations are part of the Company’s commitment to society and reflect the
Company and its Associates’ desire to support worthy causes.
Associates may provide financial or in-kind contributions on behalf of the Company to
qualified entities or organizations that enhance social welfare and the quality of life in the
communities around the world where the Company does business.
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Special care must be taken with grants and donations made to any entity or organization
with which government officials may be associated; anti-corruption enforcement officials
may consider such donations to be an improper benefit to the government official.
Associates should never:
Offer or give grants and donations to an entity or organization with the intent of
influencing or inducing a member of such entity or organization to use his or her
influence to assist the Company in securing any improper advantage.
All grants and donations made by Associates on behalf of the Company shall comply
with local laws and regulations, and shall be pre-approved in writing.
3.3 Personal Contributions:
This Policy does not affect personal contributions made by Associates in their individual
capacities. In fact, Associates are encouraged to participate as individuals in charitable
activities. To make clear that such personal contributions are not being made on behalf
of the Company, Associates may not use the Company’s name, image, funds, facilities,
work time, or other resources to support such individual activities, nor may they use their
position as a Company Associate to request or pressure others to make contributions or
donations.
3.4 Donation Proposals and Reporting
Proposals for grants and donations must be supported by documentation that provides
sufficient details to allow for review, including:
(a) the name and description of the organization receiving the contribution;
(b) whether the contribution is a one-time expenditure or part of a series of
contributions;
(c) whether the Company will make the contribution with money, products,
services, or other in-kind method;
(d) what, if anything, the Company will receive in return for the contribution (e.g.,
tickets to an event or recognition as a corporate sponsor); and
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(e) whether the organization receiving the contribution is associated with a
government official.
All donations shall be pre-approved in writing.
3.5 Due Diligence For Approving Donations
Before authorizing any grants or donations on behalf of the Company, the Donations
Committee (managed by the Institutional Relations Department) shall review the
appropriate Donations Authorization Form and conduct due diligence on the recipient
entity, which is suitable under the circumstances, that is thereafter documented and
maintained. Grants and donations shall always be awarded in an objective and fair
fashion. Due diligence of proposed grants and donations generally should include:
(a) research on the country where the grant or donation will be made to
understand the risks of corruption;
(b) research on the legitimacy of the organization receiving the grant or donation;
(c) certification in writing from the organization receiving the grant or donation that
it is in compliance with all applicable anti-corruption laws, and that the
organization has no ties to government officials or relatives of government
officials;
(d) a written promise that none of the funds donated will be transferred to a third
party or used in violation of any applicable laws, and that the donation will be
used only for the purpose instructed by the Company; and
(e) audited financial statements that accurately reflect the disposition of the
donated funds (i.e., to confirm that the donation was used by the organization
for the Company’s intended purpose).
3.6 Implementation, Administration, and Enforcement
To assist in the implementation and administration of this Donations Policy, the
Company has appointed a global Compliance Officer and established an Ethics and
Compliance Committee.
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The grants and donations budget is administered by the Chair of Grupo Bimbo’s
Donations Committee, together with the Company’s Institutional Relations Department.
The Chair of Grupo Bimbo’s Donations Committee will coordinate the receipt of grant
and donation requests and the authorization process.
4. Political Contributions Policy
4.1 Introduction.
Many international anti-corruption laws define government officials to include political
parties and candidates for political office. Political contributions are therefore heavily
scrutinized and run a risk of being considered bribes in certain circumstances. This
Policy defines guidelines and limits applicable to such transactions.
4.2 Political Contribution Guidelines
4.2.1 General Principles and Rules:
Except as otherwise provided by Company policy, political contributions shall not be
offered or made by Associates on behalf of the Company.
4.2.2 Contributions to Trade Associations:
The Company makes periodic contributions to trade associations, such as the American
Bakers Association. An Associate may provide contributions on behalf of the Company
to qualified trade associations.
All such contributions shall comply with local laws and regulations, and shall be pre-
approved in writing.
4.2.3 Personal Contributions:
Associates may participate in political activities on an individual basis, with their own
money and on their own time. No reference to the Company should be included with
such contribution. Under no circumstances will the Company reimburse any employees
expenses that are linked to political activities or the making of a personal political
contribution.
5. Government Relations Policy
5.1 Introduction
The Company recognizes that Associates (defined in section 1.3) will likely have contact
with government officials at the national, state, or local levels in carrying out their
responsibilities on behalf of the Company. The Company encourages the establishment
of cordial and harmonious relationships with government officials (as defined in the
“definitions”) at all levels. Nevertheless, it is absolutely essential that such relationships
comply with applicable laws, regulations, and the Company’s Anti-Corruption Policy.
This Policy defines guidelines and limits applicable to interactions with government
officials.
5.2 Government Relations Guidelines
5.2.1 Routine Business Interactions:
The Company prohibits Associates from engaging in the bribery of government officials.
This prohibition includes, for example, giving anything of value in exchange for
assistance in obtaining a government license or regulatory approval, or settling a dispute
with a government agency. Nor may Associates give anything of value to a government
agency that the Associate knows, or has reason to believe, will ultimately be given to a
government official for his or her personal benefit or for any other improper purpose.
The above prohibition, however, does not include payments made directly to a
government agency or department in the normal course of business to further a
legitimate purpose (e.g., application/permit/license fees, settlement payments, etc.).
To ensure that contacts with government officials and agencies are carried out properly,
the Compliance Officer, the Ethics and Compliance Committee, and the Corporate
Affairs Department will designate which Associates are authorized to act as the principal
contact with government officials on behalf of the Company.
5.2.2 Facilitation Payments:
Facilitation payments are prohibited.
Any requests for facilitation payments by or on behalf of a government official must be
brought immediately to the attention of the Compliance Officer and the Ethics and
Compliance Committee.
5.2.3 Communications with Government Officials:
The Company is committed to honest and ethical communications with officials at all
levels of government, including full, fair, accurate, timely, and understandable
disclosures in reports and documents filed with securities regulators, as well as in public
communications. Any document submitted to a governmental entity must be carefully
scrutinized by the Associates involved in the relevant matter to ensure that all
statements and other information contained in such submission are accurate and
complete in all respects.
5.2.4 Government Contracts and Bidding:
The Company strictly observes all applicable laws, rules, and regulations governing
participation in public procurement or bidding processes, or other competitive
government-sponsored processes.
Associates shall not directly, or indirectly through another person or entity, give, offer, or
promise (or attempt to give, offer, or promise) any money or anything of value to a
government official or to a family member of a government official for the purpose of
inducing such government official to use his or her influence or office to assist the
Company in securing a government contract.
Associates shall not obtain, or attempt to obtain, from any source:
(a) procurement-sensitive government information;
(b) confidential internal government information, such as pre-award source
selection information; or
(c) proprietary information of a competitor, including, for example, bid or proposal
information, during the course of a procurement or in any other circumstances
where there is a reason to believe the release of such information is
unauthorized.
The Company requires honesty and transparency in the preparation of bidding materials
and in preparing proposals on estimated costs and pricing data. Additionally, Associates
shall not structure or orchestrate bids to direct a contract to a certain competitor or
reseller (bid-rigging). Associates shall never engage in such discussions with
representatives of other companies or with government officials.
The Company only seeks to prevail in bidding or other government-sponsored
processes through fair and honest competition and the value and quality of our
products—never through unethical or illegal business practices.
5.2.5 Hiring Government Officials:
No special treatment or favor should be extended to any current or former government
official or his or her family members, either for permanent, temporary, or contract
employment or for internships, whether paid or unpaid.
The Company shall not have employment discussions with any government official
involved in a pending procurement matter in which the Company is participating.
Any decision to hire a government official or a family member of such official requires the
approval of the Compliance Officer, the Ethics and Compliance Committee or the
Company’s Legal Department, before an offer can be made. If approval is granted, due
diligence and background checks must be conducted and recorded prior to making an
offer of employment to any government official or his or her family member.
If an Associate learns that a candidate for a position at the Company is a family member
of a government official, the Associate immediately must convey that information to the
Compliance Officer, the Ethics and Compliance Committee or the Company’s Legal
Department, before an offer can be extended to the candidate.
5.2.6 Lobbying
Lobbying is the process of communicating a company’s point of view and interest in any
proposed or projected government action, and attempting to persuade government
officials to act in a way the Company believes is appropriate for its business.
In appropriate circumstances, the Company may participate in its own or industry-led
initiatives to improve existing or new legislation applicable to the Company and its
business activities. The Company believes that public policy engagement is an
important and appropriate role for companies in open societies, when conducted in a
legal and transparent manner. At all times, Associates engaged in lobbying efforts on
behalf of the Company must respect the legislative context, customs, and laws of each
country.
Lobbying activities around the world are strictly regulated. The Company complies with
all lobbying laws and regulations, which can vary considerably around the world. For
this reason, only authorized Associates should engage in any lobbying activity. Prior to
engaging in lobbying activities, those authorized Associates must obtain guidance from
and consult with the Compliance Officer or the Ethics and Compliance Committee and
the Corporate Affairs Department.
6. Third Party Code of Conduct
6.1 Introduction
Third Parties, in all of their activities with or on behalf of the Company, shall fully comply
with this Third Party Code of Conduct, and the laws, rules, and regulations of the
countries in which they operate. Third Parties are also encouraged to meet
internationally recognized standards and best practices to advance social and
environmental responsibility, and business ethics.
This comprehensive Code of Conduct sets forth policies and guidelines regarding:
Ethics
Anti-Corruption Laws
Food Quality and Safety
Labor Standards
Environmental Standards
6.2 Ethical Behavior – A Shared Commitment
To be socially responsible and to achieve success in the marketplace, the Company’s
Third Parties and their agents must uphold the highest standards of ethics including:
Business Integrity: The highest standards of integrity must be upheld in all
business interactions. Third Parties shall adopt and implement a zero tolerance
policy prohibiting any and all forms of bribery, corruption, extortion, and
embezzlement. All business dealings must be transparently performed and
accurately reflected in the Third Party’s business books and records.
No Improper Advantage: Bribes or other means of obtaining any undue or
improper business advantage shall not be offered or accepted.
Conflicts of Interest: It is essential to avoid uses of improper influence, or even
the reasonable appearance of improper influence, motivated by non-business
considerations. Third Parties are naturally involved in business relationships with
other businesses and companies, including competitors of the Company. These
relationships must never compromise, or reasonably appear to compromise, a
Third Party’s responsibilities or ability to make sound, impartial, and objective
business decisions in connection with its engagement with the Company. Any
situation that creates, or could reasonably appear to create, a conflict of interest
should be avoided and disclosed immediately to the Company.
A Third Party shall inform the Company of any existing or potential conflict of
interest. A Third Party shall certify annually that no conflict of interest exists in
order to maintain its commercial relationship with the Company.
Confidentiality: Third Parties shall not disclose information provided by the
Company regarding the nature of its business and the business relationship. In
relation to confidential information, Third Parties shall not disclose such
information to: (a) their agents, except for the sole purpose of being able to
provide goods and services to or on behalf of Grupo Bimbo; or (b) to persons
outside the Third Party. Third Parties shall never use the Company’s confidential
information for personal gain or for the personal gain of another person or entity.
6.3 Anti-Bribery and Anti-Corruption
The Company has a zero-tolerance policy with respect to corruption and bribery and is
committed to conducting all of its business in an honest and ethical manner.
The Company is committed to conducting its activities lawfully in accordance with all
applicable anti-corruption laws in every jurisdiction in which it operates, including the
U.S. Foreign Corrupt Practices Act (“FCPA”), Mexico’s Ley Federal Anticorrupción en
Contrataciones Públicas (“LFACP”), and the UK Bribery Act (“Bribery Act).
Because anti-corruption laws typically prohibit the direct and indirect payment and
influencing of government officials and private persons, an improper payment, gift, or
other item of value offered or made by a Third Party may be considered to have come
from the Company itself. As a result, the Company prohibits such conduct by Third
Parties.
Under international anti-corruption laws, corruption and bribery are criminal offenses,
punishable by imprisonment and/or fines. The Company therefore takes its legal
responsibilities in this regard very seriously and expects all Third Parties to do the same.
6.3.1 Prohibited Conduct:
Improper Benefits to Government Officials. Third Parties that are doing business with or
acting on behalf of the Company shall not give, offer, or promise (or attempt to give,
offer, or promise), directly, or through another person or entity, anything of value (as
defined in “definitions” section) to a government official, or to a family member of a
government official, for the purpose of intending to induce such government official to
use his or her influence or office to assist the Company in securing any improper
advantage.
Improper Benefits to a Private Person. The Company does not distinguish between
government officials and private persons so far as bribery is concerned: bribery is not
tolerated regardless of the status of the recipient. Third Parties that are doing business
with or acting on behalf of the Company shall not give, offer, or promise (or attempt to
give, offer, or promise), directly or through another person or company, anything of value
(as defined in “definitions” section) to a private person for the purpose of intending to
induce such private person to assist the Company in securing any improper advantage.
Receiving Improper Benefits. Third Parties that are doing business with or acting on
behalf of the Company shall not solicit, request, receive, or accept (or attempt to solicit,
request, receive, or accept) anything of value (as defined in “definitions” section) from a
government official or private person, which in turn would lead, or appear to lead, to any
improper advantage.
Additionally, Third Parties are responsible for knowing and complying with any
applicable local and national laws and regulations.
6.3.2 Record Keeping and Proper Accounting:
Third Parties shall maintain books, records, and accounts which, in reasonable detail,
fairly and accurately reflect its business transactions with the Company. Third Parties
shall also establish and maintain adequate internal accounting controls to ensure that its
record-keeping and anti-corruption objectives are met. The Company shall be entitled to
conduct on site audits of a Third Party’s books and records, in accordance with section
6.9.4 of this Code of Conduct, to satisfy itself of ongoing compliance with relevant anti-
corruption laws and the terms of this Code of Conduct.
6.4 Gifts, Hospitality, Travel, and Entertainment
Third Parties shall not offer, give, solicit, or receive any gift, hospitality, travel, or
entertainment to or from any person (whether a government official or private person) on
behalf of the Company.
Any gift, hospitality, travel, or entertainment activity (such as a gift during the holidays)
given by a Third Party to an Associate of the Company must comply with the Company’s
Gifts, Hospitality, Travel, and Entertainment Policy.
6.5 Fraud and Other Criminal Activities
Third Parties shall not violate any criminal statute or commit any illegal act, including
fraud or theft, while doing business with or acting on behalf of the Company.
6.6 Food Quality and Safety
The Company is committed to providing customers with trusted food products. The
Company expects its Third Parties to always consider the safety and quality of the
products it provides the chain of supply. Third Parties must deliver products and
services that meet food safety and quality standards established by Grupo Bimbo, and
those required by applicable laws and regulations. The Company may require additional
and independent quality and safety certifications.
Third Parties must inform the Company of any information they acquire that could impact
food quality and/or safety.
6.7 Labor Standards
A Third Party shall uphold the human rights of workers and treat them with dignity and
respect. This applies to all workers, including temporary, migrant, student, contract,
direct employees, and any other type of worker.
No Discrimination: Third Parties shall not engage in discrimination based on
race, color, age, gender, sexual orientation, ethnicity, disability, pregnancy,
religion, political affiliation, union membership, or marital status in hiring and
employment practices such as promotion, rewards, and access to training.
Humane Treatment: Third Parties shall not engage in harsh and inhumane
treatment of workers, including any sexual harassment, sexual abuse, corporal
punishment, mental or physical coercion, or verbal abuse, nor will there be the
threat of any such treatment.
Freely Chosen Employment: Forced, bonded or indentured labor, involuntary
prison labor, slavery, or trafficking of persons must not be used. This includes
transporting, harboring, recruiting, transferring, or receiving vulnerable persons
my means of threat, force, coercion, abduction, or fraud for the purpose of
exploitation. All work must be voluntary, and workers will be free to leave work at
any time or terminate their employment. Third Parties are responsible for
knowing and complying with any applicable local and national laws and
regulations.
No Child Labor: Child labor shall not be used. The term “child” refers to any
person under the age of 14, the age for completing compulsory education, or the
minimum age for employment in the country as set forth by local law, whichever
is greatest. The use of legitimate workplace apprenticeship programs, which
comply with all laws and regulations, is supported. Workers under the age of 18
should not perform work that is likely to jeopardize their health and safety.
Wages and Benefits: Compensation paid to workers must comply with all
applicable wage laws, including those relating to minimum wage, overtime hours,
and legally mandated benefits.
Working Hours: Workweeks, including overtime, shall not exceed the maximum
number of hours permitted by local and national laws and regulations.
Health and Safety: Third Parties shall provide their workers with a safe and
healthy work environment that includes appropriate controls, safety procedures,
preventative maintenance, and protective equipment. Practices must comply
with all relevant local and national laws and regulations.
6.8 Environmental Standards
The Company recognizes that environmental and social responsibility are integral to
producing world class products. Adverse (and potentially adverse) effects on the
environment should be minimized during operations, while safeguarding the health and
safety of the public. Third Parties are responsible for knowing and complying with all
applicable environmental laws and regulations in their operations, and to develop and
implement best practices, plans, and programs to promote environmental and social
responsibility.
6.9 Implementation, Administration, and Enforcement
6.9.1 Due Diligence Questionnaire Requirement:
Before entering into any business relationship with the Company, select Third Parties,
identified through the Company’s risk assessment, shall undertake, complete, and
submit a due diligence questionnaire, which will be provided by the Company.
6.9.2 Contractual Agreements and Terms:
Contractual agreements with the Company shall be in writing. In addition, contractual
agreements shall incorporate appropriate anti-corruption compliance representations
and warranties.
6.9.3 Subcontractors:
Third Parties are prohibited from engaging subcontractors to act on behalf of the
Company without the Company’s prior written consent.
Written consent is contingent on the Third Party conducting satisfactory due diligence to
ensure that the subcontractor’s business is reputable, qualified, and ethical. Third
Parties shall make available to the Company the results of the due diligence process,
including any reports or related work product created during the due diligence process.
Third Parties shall ensure that subcontractors execute a certification of compliance with
this Code of Conduct and all applicable anti-corruption laws.
6.9.4 Audit Requirements:
The Company may, and may engage third parties to, conduct onsite audits of a Third
Party’s compliance with this Code of Conduct and all other applicable laws, codes, and
regulations. Such audits may be conducted without notice. Third Parties shall exercise
reasonable efforts to comply with the audit requirements. Audits will be conducted at the
Company’s expense. However, if an audit reveals a failure to comply with this Code of
Conduct or any other applicable laws, codes, or regulations, then all follow-up audits,
including those intended to confirm the implementation of remedial measures, will be at
the Third Party’s expense. The Company reserves the right to take corrective
measures, as necessary under the circumstances, including termination of the Third
Party’s contract and all business relationships.
6.9.5 Training and Compliance:
Third Parties shall institute or maintain an appropriate compliance and training program
to detect and prevent the violation or avoidance of any of the obligations set forth in this
Code of Conduct, including anti-corruption laws, such as the FCPA, LFACP, and the
Bribery Act. Third Parties shall also certify, on an annual basis, adherence to its
compliance and training program.
6.9.6 Reporting Violations and Complaints:
Any violation of this Code of Conduct of the Company’s Code of Ethics shall be promptly
reported to the Company’s Ethics and Compliance Committee or its Legal Department.
Reports may be made through the Company’s “speak-up” line, a confidential
communication form, at email: [email protected] .
