ANTI-CORRUPTION, COMPLIANCE ANTI-CORRUPTION

PAGE: 1 of 11 ANTI-CORRUPTION, COMPLIANCE CORPORATE POLICIES & PROCEDURES INDEX: 410.05 ISSUE: 2 EFFECTIVE DATE: 31 JANUARY 2012 ANTI-CORRUPTION T...
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PAGE: 1 of 11 ANTI-CORRUPTION, COMPLIANCE CORPORATE POLICIES & PROCEDURES

INDEX: 410.05

ISSUE: 2 EFFECTIVE DATE: 31 JANUARY 2012

ANTI-CORRUPTION

The policy is structured as follows: 1 2 3 4 5 6 7 8

PURPOSE ............................................................................................................................................................... 2 SCOPE .................................................................................................................................................................... 2 GENERAL GUIDING PRINCIPLES .................................................................................................................. 2 SPECIFIC GUIDING PRINCIPLES WHEN CONDUCTING ZP BUSINESS............................................... 3 APPROVAL PROCESS FOR EXCEPTIONAL CIRCUMSTANCES ............................................................ 8 REPORTING VIOLATIONS ............................................................................................................................... 8 RESPONSIBILITY................................................................................................................................................ 8 APPENDIX A – DEFINITIONS ........................................................................................................................... 9

Please note that all words that are capitalized have been defined. You should refer to Appendix A for all of the relevant definitions.

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ANTI-CORRUPTION

PURPOSE Corruption is illegal and subject to criminal penalties in most countries in which ZP operates. Corruption increases the cost of doing business and can cause reputational damage. ZP is committed to complying with all laws and doing business in a manner that is consistent with its core values. It is important to ensure all ZP interactions with business partners, government and commercial, are conducted with openness and transparency and in compliance with anti-corruption laws. The purpose of this policy is to set out the standards of conduct and business practice that must be followed when representing ZP during interactions with Commercial Entities and Government Officials.

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SCOPE This policy applies to ALL IIL divisions. This includes full-time, part-time, contract and temporary employees. It also covers Principal staff that are employed by an IIL entity but who report to the Principal and do not report to the IIL entity (e.g. Principal medical representatives that are employed by a ZP entity).

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GENERAL GUIDING PRINCIPLES The Basic Rule and Other Rules Basic Rule Never make a payment or provide 1. Anything of Value

Explanation Don’t forget this includes making an offer or promise. Make sure you understand what this includes – see the Definition. You cannot use Third Parties like consultants, Agents or Subcontractors to overcome this policy – whether you pay them fees, commissions or other amounts or do not pay them anything. You cannot use personal expenditures to circumvent this policy either. Always remember this policy and many anti-corruption laws apply to both commercial and government interactions and relationships. You should be aware that the outcome of corrupt activity is irrelevant – it does not have to be successful. Other Rules

2.

Directly or Indirectly

3.

To a Commercial Entity or Government Official

4.

To obtain or retain business or secure an improper advantage

1. 2.

Never make a Facilitation Payment. Never give or receive bribes, kickbacks or other benefits to or from any Third Party to obtain or retain business or secure an improper advantage. Never promise, offer, give, request or accept anything of value that might exert undue influence or implied conditions (or the even the appearance) on the bona fide relationship between you and a Third Party. Never provide Anything of Value to any political party or candidate for public office on behalf of ZP without the written pre-approval of the IIL Board.

3.

4.

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ANTI-CORRUPTION

SPECIFIC GUIDING PRINCIPLES WHEN CONDUCTING ZP BUSINESS These guiding principles set out how you should apply this policy whenever you conduct ZP business. However, you must always apply personal judgment in good faith to decide whether a particular payment, transaction or activity is appropriate. If you have any questions, you should always ask your manager.

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PAGE: 4 of 11 ANTI-CORRUPTION, COMPLIANCE CORPORATE POLICIES & PROCEDURES 4.1

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ANTI-CORRUPTION

ZP Business Activities & Relationships Never use ZP funds, assets, or personnel for any unlawful, improper, or unethical purpose and always avoid any activity that might result in ZP (either directly or indirectly) violating this policy or local anti-corruption laws. This includes any activity you conduct on behalf of Principals and you must always ensure that any activities done for Principals comply with this policy. The fact an activity is done at the request, direction or with prior approval of a Principal is not relevant if it violates this policy or local anti-corruption laws. Always remember this policy applies to both Commercial Entities and Government Officials. Anti-corruption laws in many countries extend to commercial relationships and are not limited to interactions with government. Given the nature of our business, you will come into contact with various Government Officials including healthcare professionals and non-healthcare professionals. Non-healthcare professionals may include media, customs or tax officials, medical device and pharmaceutical regulatory officials, ministries of health, environmental regulators, immigration officials, bank employees, politicians, police officers etc.) Always be alert for Red Flags when you are conducting ZP Business and immediately report these to your manager or through the reporting procedures in the Code of Conduct.

4.2

Gifts, Entertainment & Other Benefits ZP recognizes that giving and receiving Gifts and Entertainment are often a common business or cultural practice intended to strengthen and build long-term relationships. Giving or accepting common courtesies (such as an occasional and inexpensive business meal or non monetary Gifts of a nominal value) is permitted in certain situations and you should refer to the Gifts, Entertainment & Other Benefits Policy for further guidance.

4.3

Money & Cash Payments You must never pay or receive cash or cash equivalents (e.g. gift cards, certificates or coupons) to or from a Third Party except in the following situations: 

Small token amounts of cash or cash equivalents per person (less than US$20)



Petty cash disbursements approved and documented in accordance with ZP policy.



Payments pre-approved in writing by the Country Manager (at a Country level) or the Area Director/ CEO (at Corporate level).

Examples of situations that are not permitted include: 

Payments to consultants that are not pre-approved in writing by the Country Manager (at a Country level) or the Area Director/ CEO (at Corporate level).

ZP checks must never be written to “cash”, “bearer” or anyone other than the party entitled to payment. 4.4

Charitable Donations ZP is committed to making a positive contribution in the communities where we do business but does not make charitable contributions to gain an improper advantage. All donations must be transparent and approved to ensure that they are given in a clear and open manner to those that need them most. Appropriate charitable donations include donations to organizations supporting genuine independent medical research for the advancement of medical science or education, indigent care, patient education, public education, community organizations with or without a medical focus, or the sponsorship of events where proceeds are intended for charitable purposes.

FOR INTERNAL USE ONLY

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ANTI-CORRUPTION

Although charity events in which ZP participates may be organized or sponsored by customers or potential customers, donations to such events may not be linked, implicitly or explicitly, to an agreement to use, order or recommend ZP services or a Principal products or be used to reward prior business. All charitable donations must be pre-approved in writing by the Country Manager (at a Country level) or the Area Director/ Management Board member/ CEO (at Corporate level) in conjunction with the Finance Head and as part of the approval process, you must provide details on the reasonable steps you have taken to ensure the donation will: 

Be given to a bona fide charity (e.g. evidence the charity is legitimate)



Only be used for charitable purposes (e.g. written confirmation from the charity on what the donation will be used for)



Not otherwise misapplied in order to violate this policy or local laws (e.g. you have made reasonable enquiries and are not aware of any circumstances to suggest the donation will be used improperly).

Examples of circumstances that may suggest a donation will be used improperly include:

4.5



It is requested as part of a business transaction



It is being requested by a Principal



The amount is high compared to usual donations of the same kind



The charity refuses to provide details on itself, the purpose of the donation and what it will be used for



The charity refuses to issue a receipt or suggests the donation be made anonymously



You are being directed to make the payment to a different country or entity



An officer, director or employee of the charity has family or other ties to a Government Official



A Government Official has suggested the donation and intended recipient



There is any suggestion the donation may influence government action or influence a government or Government Official to look more favourable on ZP or a Principal

Political Contributions ZP funds, services, property, facilities or employee time cannot be used for or contributed to any political party or candidate for public office without pre-approval by the IIL Board (both at a Country and Corporate level). Whilst you are permitted to make personal political contributions, this must be done in your own name and ZP will not reimburse you for your own contributions.

4.6

Sales & Marketing Activities Sales and marketing activities may include sales and marketing meetings, sponsorships, visits to ZP facilities as well as associated Entertainment and hospitality. These activities and associated expenses must never be used to circumvent this policy and must always be: 

Reasonable in nature and amount



Directly related to either the promotion, demonstration or explanation of ZP services or the performance of a business contract



Held at an appropriate venue where there is a meeting involved



Supported by details on the event including the purpose of the event, date/s, cost, venue, attendee details (including name, title, department and entity and attendee cost) FOR INTERNAL USE ONLY

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ANTI-CORRUPTION

** Where there is Entertainment or hospitality provided, it must be for a bona fide business purpose and comply with the Gifts, Entertainment & Other Benefits Policy. Examples of inappropriate activities and/or expenses include:

4.7



Travel and accommodation unless there is a legitimate business need (e.g. travel is required to a specific ZP facility)



Side trips or stop-overs as part of travel arrangements



Meals, travel or hospitality for a spouse or guest in connection with the activity where s/he does not have a bona fide professional interest in the activity

Training & Educational Meetings Training and educational meetings hosted or sponsored by ZP as well as associated expenses must never be used to circumvent this policy and must always be: 

Reasonable in nature and amount



Directly related to training and education on ZP products or services



Held at a venue appropriate to the meeting (e.g. ZP offices, conference venue or meeting facilities)



Supported by details on the meeting including the purpose of the meeting, date/s, cost, venue, agenda and attendee details (including name, title, department and entity and attendee cost)

** Where there is Entertainment or hospitality provided, it must be for a bona fide business purpose and comply with the Gifts, Entertainment & Other Benefits Policy.

FOR INTERNAL USE ONLY

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ANTI-CORRUPTION

Examples of inappropriate activities and/or expenses include:

4.8



Travel and accommodation unless there is a legitimate business need (e.g. travel is required to specific meeting venue)



Side trips or stop-overs as part of travel arrangements



Meals, hospitality, travel or accommodation for a spouse or guest in connection with the meeting where s/he does not have a bona fide professional interest in the meeting

Product Samples Product samples can only be provided with prior Principal approval and in accordance with local laws. Product samples must never be:

4.9



Offered or given to solicit or reward prescribing practices or sales.



Sold, purchased, traded or offered for sale, purchase or trade.



Used as Gifts or provided for the recipient’s personal use.



Provided in contravention of the relevant Principal’s policy on product samples

Discounts and Free Goods Discounts (and free goods provided as part of an approved discount program) can only be provided with prior Principal approval and in accordance with local laws. They must be based on arms-length transactions, be documented properly and accrue to the entity purchasing the products. They must not result in personal benefit to any healthcare professional or Government Officials.

4.10

Engagement of Third Parties ZP may engage a number of Third Parties including suppliers, vendors, Subcontractors, Agents, consultant and joint venture partners. These may include healthcare professionals and non-healthcare professionals. ZP is responsible for actions on its behalf by a Third Party or when it knows (or should have known) the Third Party will act in a way that violates this policy or anti-corruption laws. You must ensure that you engage any Third Party in accordance with the Selection, Due Diligence & Engagement of Third Parties Policy. You must also ensure that the Third Party complies with this policy and anti-corruption laws.

4.11

Record Keeping and Internal Accounting Controls ZP requires that all transactions are properly recorded in accordance with ZP’s accounting policies, which comply with relevant accounting standards and all applicable laws and regulations. 

You must always maintain records that accurately and fairly reflect all payments, expenses and transactions in reasonable detail and a timely manner. False, misleading or artificial entries must never be made in the books and records of ZP for any reason.



You must adhere to ZP’s internal control procedures for initiating and recording transactions. You must also obtain the necessary approvals to process payments, expenses and transactions.



Payments should always be strictly for official services provided and should be reasonable in value given the nature of those services. Always request receipts and record payments for all services provided.

FOR INTERNAL USE ONLY

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ANTI-CORRUPTION

If you have information or knowledge of any unrecorded or mischaracterized asset or fund, or any false, misleading, or artificial entry in ZP’s books or records you must immediately notify your manager. Examples of prohibited record keeping activities that must be reported immediately include: 

Making records appear to show a payment to one person, when, in fact, the payment was made to, or intended for, someone else



Submitting false or inaccurate expense account reports



Creating records that inaccurately characterize the true nature of a transaction or payment (for example, recording a payment as an "overhead expense" instead of as a "commission")



Claiming a deduction for services or merchandise never received



Establishing or maintaining bank accounts that contain ZP funds but are held in the names of individuals



Creating or maintaining any unrecorded fund or asset of the Company, such as a "slush fund" or an unrecorded petty cash or "black box" fund



Making false or artificial entries in the books and records of ZP or any subsidiary or joint venture, or participating in any arrangement that results or is likely to result in such a false or artificial entry



Approving or making any payment on behalf of ZP with the intention or understanding that any part of the payment is to be used for any purpose other than that described by the documents supporting the payment



Directly or indirectly using ZP funds or other assets for any unlawful purpose



Creating or maintaining mislabelled expenditures (e.g., bribes listed as service fees)

APPROVAL PROCESS FOR EXCEPTIONAL CIRCUMSTANCES Exceptions to this policy must be pre-approved in writing by the Country Manager (at a Country level) or the CEO (at Corporate level) and will only be granted in exceptional circumstances. Where an exception is being requested by the Country Manager, it must be pre-approved in writing by the respective Area Director and/or Managing Director. Where an exception is being requested by the CEO, it must be pre-approved in writing by the Audit Committee.

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REPORTING VIOLATIONS Any suspected violations of this policy must be immediately reported to your manager or through the various communication channels referred to in the Speaking Up policy. No retaliation will be tolerated against you for reporting, in good faith, any suspected violation of this policy. Managers receiving reports of suspected violations of this policy must immediately provide all of the details reported to them to Human Resources. Employees who violate the spirit or letter of this policy may be subject to disciplinary action. It is not an acceptable defence to a violation of this policy that a prohibited payment was demanded by the recipient or that you were unaware that a transaction or other activity was unlawful or a violation of this policy.

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RESPONSIBILITY The Country Manager (at a Country level) and the Area Director/ CEO (at Corporate level) is responsible for ensuring compliance with this policy. Every employee and manager is required to be familiar with and comply with this Policy. Any questions about this policy should be discussed with your manager.

FOR INTERNAL USE ONLY

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ANTI-CORRUPTION

APPENDIX A – DEFINITIONS

Definition

Examples

An Agent is any person, firm or company that acts on behalf of ZP.



Sales agents

Anything of Value is anything of value that is offered, promised or given to a recipient and includes cash, cash equivalents, Gifts, Entertainment, travel, accommodation, business promotional activities, offers of employment, contributions to charities or political parties, investment opportunities, subcontracts, positions in joint ventures, favourable contracts, business opportunities and other similar items that are of value to the recipient.



Travel and accommodation



Charitable donations



Political contributions



Tickets to sporting events

A Commercial Entity is any commercial entity, firm, company or person that ZP does business with.



Customers, Principals, suppliers, Subcontractors, Agents, Consultants

Corruption means the misuse of a position of trust in order to gain an undue advantage and involves the person who abuses the position of trust as well as the person who seeks to gain the undue advantage.



Bribery, extortion, fraud, deception, collusion, cartels, abuse of power, embezzlement and money laundering

Entertainment includes but is not limited to business meals, hospitality and/or entertainment.



Breakfasts, lunches, dinners or drinks with customers or Principals



Parties or receptions



Annual dinners and celebrations



Golf games



Attending cultural or sporting events



Side trips

 

Payments to consulate officials to obtain visas Payments to customs agents at airports



Payments to government officials for vehicle permits and licenses

A Facilitation Payment is an unofficial payment to a Government Official designed to facilitate or expedite routine government actions or services they are already bound to perform, also known as “grease” payments.

vendors,

FOR INTERNAL USE ONLY

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ANTI-CORRUPTION

Definition

Examples

Gifts include anything presented as a token, social courtesy or to commemorate an occasion such as a holiday, birthday or special event as well as ZP branded Gifts and other items of monetary value.



ZP branded items such as coffee cups, pens, calendars, T-shirts, memo pads, umbrellas, etc.



Items depicting a culture, country or city, such as small souvenirs



Fruit baskets



Pharmaceutical books



Employees of government owned hospitals or healthcare institutions including doctors, nurses, procurement/contracting officers, tender committee members and hospital pharmacy employees

Government Official includes: 

Any official or employee of a government or government owned enterprise



Any official or employee of a government agency or regulatory authority



Any political candidate or member of a political party

Employees of customs, tax, local Food and Drug Administration authorities at all levels



Media representatives and journalists

 

Any government official acting in that capacity for a commercial enterprise



Political party officials, political candidates and members of political parties



Any official or employee of a public international organization (e.g. United Nations, World Bank)



Employees of United Nations, World Bank



Members of the Government Official’s immediate family



Children, spouses or other close relatives of a Government Official

IIL means Interpharma Investments Limited, the holding company for all Zuellig Pharma subsidiaries/divisions.



ZP Group companies

A Principal is the pharmaceutical manufacturer and/or healthcare supplier who has contractually engaged or is likely to engage ZP to provide distribution and logistics services.



Pfizer



Novartis



GlaxoSmithKline



Sanofi Aventis



MSD

FOR INTERNAL USE ONLY

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ANTI-CORRUPTION

Definition

Examples

A Red Flag is a warning sign that there may be a violation of this policy or anti-corruption laws.



Compensation that is excessive relative to the services performed or the going rate of payment for such services



Unusual proposals regarding payment methods (e.g., currency instead of check or bank transfer, requests for payments involving third parties or countries)



Suspected reputation or history of corruption of payee



Known or suspected misrepresentations made regarding the transaction



Refusal to make anti-bribery-related representations or agreements



A family or business relationship between a third party involved with the transaction and a foreign official



Bribery is known or suspected to commonly occur in the location in question

A Subcontractor is any person, firm or company that has a direct contract with ZP to perform a part of the service set out in the main contract between ZP and its Principal.



Delivery/forwarder/transportation/logistic providers



Redressing labour service providers

A Third Party is any person, firm or company that does business for, with or on behalf of ZP.



Customers



Principals



Suppliers and vendors



Subcontractors



Agents



Consultants



Customs brokers

FOR INTERNAL USE ONLY

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