Anti-Corruption Policy and FCPA

Pimsoft will conduct every business transaction (including without limitation, operations, negotiations, and marketing) with integrity in an ethical manner and in compliance with:

1. the laws and regulations of the United States, particularly the provisions of the Foreign Corrupt Practices Act (“FCPA”);
2. the laws and regulations of each foreign country in which Pimsoft operates or is looking to operate.

The provisions of this policy apply to all directors, officers, and employees of Pimsoft and its subsidiaries worldwide.

In addition, Pimsoft will require independent third parties who represent Pimsoft (such as partners, sales agents, resellers, consultants, and contractors) to conduct themselves in a manner consistent with this policy statement.

All employees and third parties should remain vigilant in watching for, avoiding, and reporting to the Legal Department of Pimsoft any questionable transactions.

Failure to comply with this policy may result in significant civil and criminal penalties for Pimsoft and the individuals involved and is cause for disciplinary action against such individuals, up to and including termination.

 

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Summary of FCPA Provisions

The Foreign Corrupt Practices Act is a US federal law:

1. prohibiting payment of bribes (broadly defined) to foreign officials, and
2. requiring companies to keep accurate books and records.

Under the FCPA’s anti-bribery provisions, Pimsoft, its officers, employee and agents are prohibited from giving, offering, or promising anything of value to any foreign (non-U.S.) official, with the intent to obtain or retain business or any other advantage.

The following concepts are essential to understanding the scope of the prohibition and should be interpreted broadly:

1. Companies may be held liable for violating the anti-bribery provisions of the FCPA whether or not they took any action in the U.S. Thus, a U.S. company can be liable for the conduct of its overseas employee or agents, even if no money was transferred from the U.S. and no U.S. person participated in any way in the foreign bribery.
2. A “foreign official” means any officer or employee of a foreign government, regardless of rank, employee of government-owned or government-controlled businesses, foreign political parties, party officials, candidates for political office, and employee of public international organizations (such as the United Nations or World Bank). This can include an operator employee where the operator is a national oil company in the country of operations.
3. “Giving, offering or promising” includes direct and indirect payments, gifts, offers, or promises. Even if the improper payment is not consummated, just offering it violates the FCPA. Likewise, instructing, authorizing, or allowing a third party to make a prohibited payment on Pimsoft’s behalf, ratifying a payment after the fact, or making a payment to a third party knowing or having reason to know that it will likely be given to a government official constitute FCPA violations.
4. “Anything of value” includes not only cash and cash equivalents, but also gifts, entertainment, travel expenses, accommodations, and anything else of tangible or intangible value.
5. “To obtain business or any advantage” includes for example a reduction in taxes, a favorable change in regulations, tolerance of non-compliance with local rules, or other favors or preferential treatment. The business to be obtained or retained does not need to be with a foreign government or foreign government instrumentality.

 

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Implementation Procedure

Below are implementation guidelines for commonly occurring situations:

1. No offer, payment, promise to pay, or authorization to pay or provide any money, gifts, or anything of value will be made by or on behalf of Pimsoft to:
   1. Any foreign official, regardless of rank; or
   2. Any person, while knowing or being aware of a high probability that all or a portion of any payment will be offered, given, or promised, directly or indirectly, to a foreign official.
2. No facilitating payments shall be made.
3. Pimsoft will require independent third parties who represent Pimsoft to conduct themselves in a manner consistent with this Policy.
4. Pimsoft will exercise care in selecting such third parties by employing only reputable entities and will pay only reasonable compensation for the services provided.
5. Pimsoft shall not make contributions to political parties or committees or to individual politicians.
6. In no instance, may employees or agents make a donation payment at the behest of a foreign official or to an organization affiliated with a foreign official or his close relatives without first obtaining approval from the management of Pimsoft. If a donation is made, it must be accurately described in Pimsoft’s books and records.
7. No expenses relating to foreign business will be reimbursed to persons or companies assisting Pimsoft in obtaining or retaining such business unless such expenses are approved by Pimsoft and supported by reasonable written documentation.
8. All hospitality offered on behalf of Pimsoft must be directly related to Company's business, i.e., the sale of its products and services or otherwise directly in support of Pimsoft’s business interests. Hospitality in all cases must be reasonable in amount, must be offered in good faith only in connection with the promotion, demonstration or explanation of company products or services or the execution or performance of a contract with a foreign government or agency thereof, and must be lawful under applicable local law. In no event, may any hospitality be offered or provided in return for any favor or benefit to Pimsoft or to influence improperly any official decision. Consider that the cumulative effect of frequent hospitality may give rise to the appearance of impropriety.
9. Cash gifts to foreign officials are not permitted under any circumstances. Per diem payments to foreign officials are similarly prohibited.
10. Promotional items of the nominal value of $50 or less, such as coffee mugs, calendars, or similar items, or items displaying Pimsoft logo that are distributed for advertising or commemorative purposes, or gifts of nominal value on customary holidays are permitted.
11. In the event Pimsoft is responsible for the airfare or lodging expenses of a foreign official, itineraries and any other supporting documentation shall be maintained. In no case, will payment or reimbursement be made directly to the individual official incurring the expense; such payment or reimbursement shall only be made directly to the service provider (i.e. the airline) or the foreign government or agency involved. Expenses beyond what is reasonably necessary for the business purpose, including lavish accommodations or expenses for spouses and children, are not permitted and will not be approved.
12. In all cases that entertainment, gifts, or travel expenses are approved, the expenses must be supported by receipts and accurately recorded in Pimsoft’s books.

 

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Record Keeping

Under the FCPA, companies are required to: “Make and keep books, records, and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets” of Pimsoft. “Records” includes virtually all forms of business documentation, including accounts, correspondence, memorandums, tapes, discs, papers, books, and other documents or transcribed information of any type.

 

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Penalties & Fines

Criminal and civil penalties may be assessed against both individuals (including jail time) and companies that violate FCPA.

 

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Business Courtesies or “Perks”

Pimsoft does not wish to gain any advantage through the improper use of business courtesies. Offering, giving, soliciting, or receiving any form of bribe, kickback, or under-the-table payment is strictly prohibited. It is neither appropriate nor tolerable to accept cash or cash equivalent gifts from suppliers or clients. Employees should report any business courtesy or perk offered and/or received to their immediate supervisor. Failure to do so will result in disciplinary action up to and including termination.

 

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More Information

For further details about FCPA and guidelines, consult the Resource Guide to the U.S. Foreign Corrupt Practice Act at http://www.sec.gov/spotlight/fcpa/fcpa-resource-guide.pdf