Anti-Corruption, Anti-Bribery, Anti-Fraud Policy
INTERMIN MINES PRIVATE LTD and its subsidiaries (collectively "INTERMIN") are committed to protecting INTERMIN's reputation, revenues, assets and information from corruption, bribery, fraud, deceit or other improper conduct by directors, officers, employees or agents. INTERMIN's Board of Directors has adopted a Code of Business Conduct and Ethics (the "Code") which embodies INTERMIN's commitment to conduct its business in accordance with all applicable laws, rules and regulations and the highest ethical standards.
This Anti-Corruption, Anti-Bribery, Anti-Fraud Policy ("Policy") sets out INTERMIN's expectations and requirements relating to the prohibition, recognition, reporting, and investigation of suspected corruption, bribery, fraud, deceit, or other improper conduct.
COMBATING CORRUPTION AND BRIBERY
INTERMIN operates in a wide range of legal and business environments, which may pose challenges to INTERMIN's ability to conduct its business operations with integrity. Throughout its operations, INTERMIN seeks to avoid even the appearance of impropriety in the actions of its directors, officers, employees and agents.
Accordingly, this Policy sets forth INTERMIN's commitment to integrity, and explains the specific requirements and prohibitions applicable to its operations under anti-corruption laws. This Policy contains information intended to reduce the risk of corruption and bribery from occurring in INTERMIN's activities. INTERMIN strictly prohibits all forms of corruption and bribery and will take all necessary steps to ensure that corruption and bribery do not occur in its business activities.
Under the Anti-Corruption Acts, it is illegal for INTERMIN and its subsidiaries, directors, officers, employees and agents, to bribe foreign government officials. The concept of prohibiting bribery is simple. However, understanding the full scope of the Anti-Corruption Acts is essential, as these laws directly affect everyday business interactions between INTERMIN and foreign governments and government-owned or government controlled entities.
Violations of the Anti-Corruption Acts can also result in violations of other laws, including anti-money laundering, mail and wire fraud and conspiracy laws. The penalties for violating the Anti-Corruption Acts are severe. In addition to being subject to INTERMIN's disciplinary policies (including reprimand, suspension without pay, demotion or immediate discharge), individuals who violate the Anti-Corruption Acts may also be subject to civil and criminal action, including imprisonment and fines.
Aside from the Anti-Corruption Acts, INTERMIN may also be subject to other anti-corruption laws, in addition to the local laws of the countries in which INTERMIN conducts business. This Policy generally sets forth the expectations and requirements for compliance with those laws.
Prohibited Payments to Foreign Government Officials
INTERMIN, its directors, officers, employees, and agents are prohibited from directly or indirectly making, promising, authorizing or offering anything of value to a foreign government official on behalf of INTERMIN to secure an improper advantage, to obtain or to retain business, or to direct business to any other person or entity. This prohibition includes payments to third parties where INTERMIN, its directors, officers, employees, or agents know, or have reason to know, that the third party will use any part of the payment for bribes.
Cash and Non-Cash Payments: "Anything of Value"
Payments that violate the Anti-Corruption Acts may arise in a variety of settings and include a broad range of payments beyond the obvious cash bribe or kickback. The Anti-Corruption Acts prohibit giving "anything of value" for an improper purpose. This term is very broad and can include, for example:
- Travel, meals, lodging, entertainment or gift cards
- Loans or non-arm's length transactions
- Charitable or political donations
- Business, employment or investment opportunities
- Services (e.g., education, professional and investment advice, employment, escorts)
- Goods (e.g., tickets to sporting, arts, entertainment, or other events, merchandise, clothing, electronics, vehicles, residences, alcohol, tobacco, weapons, art)
Foreign Government Official
The Anti-Corruption Acts broadly define the concept of a foreign government official to include:
- Officers or employees of a foreign government or any department, agency or instrumentality thereof.
- Officers or employees of a company or business owned in whole or in part by a foreign government ("state-owned or -controlled enterprises").
- Foreign political parties or officials thereof. Candidates for foreign political office
- Foreign political parties or officials thereof. Candidates for foreign political office
- This term also includes family relations of and anyone acting on behalf of any of the above.
- INTERMIN is a corporation registered in India and has offices in both Mauritius, Mali and Madagascar; as a result government officials of either country may be "foreign government officials" for purposes of one or the other of the Anti-Corruption Acts.
If a foreign government official attempts to solicit or extort improper payments or anything of value from INTERMIN, its directors, officers, employees, and agents, such director, officer, employee, or agent must inform the foreign government official that INTERMIN does not engage in such conduct and must promptly inform the Director - Operations.
The Anti-Corruption Acts do not prohibit all payments to foreign government officials. In general, the Anti-Corruption Acts permit two categories of payments:
- Promotional Hospitality and Marketing Expenses or Payments Pursuant to a Contract. INTERMIN may pay for the reasonable cost of a foreign government official's meals, lodging or travel if, and only if, the expenses are permitted by local law, bona fide, reasonable, and directly related to the promotion, demonstration or explanation of INTERMIN business, products or services, or the execution of a contract with a foreign government or agency.
- Promotional Gifts. If permitted by local law, promotional gifts of nominal value may be given to a foreign government official as a courtesy to promote goodwill. These gifts must be nominal in value and should generally bear the INTERMIN trademark. Most countries, place limits on the dollar amount a government official may accept for hospitality and gifts. Some countries prohibit a government official from accepting hospitality and gifts. Additionally, any hospitality or gifts are completely forbidden if given for an improper purpose.
Bribery involving commercial (non-governmental) parties is also prohibited under this Policy. To this end, INTERMIN, its directors, officers, employees, and agents shall not offer, promise, authorize the payment of, pay, or provide anything of value to any director, officer, employee, or agent of another company to induce or reward the improper performance of any function or any business-related activity. INTERMIN, its directors, officers, employees, and agents also shall not request, agree to receive, or accept anything of value from any director, officer, employee, or agent of another company or entity as an inducement or reward for the improper performance of any function or business-related activity.
Political and Charitable Contributions
INTERMIN respects the rights of its directors, officers, employees, and agents to participate in political activities, but requires that its directors, officers, employees, and agents do so on their own time and at their own expense. INTERMIN's general policy is not to make political contributions. Accordingly, contributions to candidates for political office, political parties, or political action committees are prohibited, unless approved in advance in writing by the Director - Operations. Charitable contributions must also be pre-approved in writing by the Director - Operations.
The Anti-Corruption Acts also require that INTERMIN keep books and records that accurately and fairly reflect INTERMIN's transactions and devise and maintain an adequate system of internal accounting controls. Consistent with these obligations, INTERMIN's policy is to implement and maintain internal accounting controls based upon sound accounting principles. All accounting entries in INTERMIN's books and records must be timely and accurately recorded and include reasonable detail to fairly reflect its transactions.
INTERMIN believes in acting ethically, which includes a commitment not to engage in or tolerate fraud. Fraud is an intentional act or omission designed to deceive another person, to secure an unfair or unlawful gain, or to obtain a benefit that one is not entitled to. Fraud can include a wide range of activities, e.g. falsifying financial or operational records, engaging in fraudulent relationships with vendors or contractors such as receiving kickbacks, misappropriating or misusing INTERMIN assets (including both physical assets and non-physical assets), and theft.
INTERMIN's directors, officers, employees, and agents must be familiar with and perform their duties according to the requirements set out in this Policy. To ensure that all INTERMIN directors, officers, employees and agents are familiar with the provisions of this Policy, the Anti-Corruption Acts and other applicable anti-corruption laws, INTERMIN shall provide anti-corruption training and resources to INTERMIN directors, officers, employees and agents, as appropriate.
REPORTING POLICY VIOLATIONS
Any INTERMIN director, officer, employee or agent who suspects or believes that this Policy may have been violated must immediately notify the appropriate INTERMIN director or officer. If any INTERMIN director, officer, employee or agent has any question about the appropriateness of any conduct or the application of this Policy, INTERMIN requires that such person seek additional guidance before taking any action that may violate this Policy.
DUTY TO COOPERATE
INTERMIN may at times undertake a more detailed review of certain transactions. As part of these reviews, INTERMIN requires all directors, officers, employees and agents to cooperate with INTERMIN, outside legal counsel, outside auditors or other similar parties. INTERMIN considers failure to cooperate in an internal review as a breach of a director's, officer's, employee's or agent's obligations to INTERMIN, and will deal with this failure severely in accordance with any local laws or regulations.
CONFIDENTIALITY AND NON-RETALIATION
To the extent consistent with the need to conduct an appropriate, fair and thorough investigation, every reasonable effort will be made to ensure the confidentiality of any information reported as provided in this Policy, including the identity of the person providing information. INTERMIN will not tolerate retaliatory action against any individual for reporting, in good faith, concerns regarding known or suspected violations of this Policy.
Any INTERMIN director, officer, or employee who violates this Policy is subject to appropriate, case-specific disciplinary action, which may include reprimand, suspension without pay, demotion or immediate discharge. Any third-party agent who violates this Policy will be subject to appropriate, case-specific disciplinary action, which may include termination of all commercial relationships with INTERMIN. Furthermore, such conduct may also be a violation of the law and may result in civil or criminal penalties for INTERMIN, the director, officer, employee, or agent.