GKN’S
ANTI BRIBERY
& CORRUPTION
COMPLIANCE PLAN
GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN 3
2 GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN
CONTENTS
Page
Living the Values – Foreword
4
1.Introduction
5
2.
The Bribery Act 2010
2.1 Scope of the legislation
2.2 Penalties for committing an offence
2.3 Adequate Procedures defence
6
3.
Adequate Procedures – GKN Compliance Procedures
3.1 Proportionate Procedures
3.2 Top level commitment
3.3 Risk Assessment
3.4 Due Diligence
3.5 Communication & Training
3.6 Monitoring & Review
9
4.
GKN Policies
4.1 Ethical Standards Policy
4.2 Sales Agents and Consultants Policy
4.3 Employment Policy
4.4 Supplier Management Policy
4.5 Corporate Hospitality and Donations Policy
18
5.
Sales Agents & Consultants
21
6.
Supply Chain
22
7.
Further Assistance
23
8.
Summary & Examples – Annex
24
Dos and Don’ts
Example A - Facilitation Payments
Example B - Sponsorship
Example C - Hospitality
Example D - Facilitation Payments
Example E - Use of Agents
24
25
27
29
30
32
GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN 5
4 GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN
Living the Values
1.Introduction
December 2011
1.1A policy of zero tolerance of bribery and corruption has
been embedded in GKN’s Ethical Standards Policy and is
also reflected in the GKN Values and the GKN Code – The
GKN Way.
Dear Colleague,
The GKN Code sets out the principles and standards of behaviour that all Group employees are
required to follow. These include a commitment to run our operations ethically - we have a policy
of zero tolerance of bribery and corruption which has for a long time been embedded in GKN’s
Ethical Standards Policy.
Following the introduction of the Bribery Act in the UK on 1 July this year, we have reviewed our
existing Group policies and procedures and, to align them fully with the new legislation, we have
made some changes. These are explained in this Booklet. Please read it carefully and ensure
that :
-you understand fully that bribery and corruption will not be tolerated and be aware of the
changes to the Group policies;
-you are aware of the revised policies and procedures relating to the appointment of sales
agents and consultants, suppliers, corporate hospitality, gifts and donations;
-all employees reporting to you receive the appropriate level of training relevant to their role
in the organisation and that this is renewed on a regular basis.
I know I can count on your support to ensure that these policies and procedures are
implemented and complied with.
GKN’s continued success will be influenced by our ability to maintain our strong corporate
reputation – every employee has an important role to play in this.
Nigel Stein
Chief Executive Designate
This UK legislation
is by far the strictest
anti-bribery law in
the world.
1.2In several countries in which GKN carries on business
the laws against corruption have been progressively
strengthened and enforcement increased. Now, in the
UK where GKN plc is located, new laws have come into
force under which the Company and the individuals
involved can be prosecuted in the UK for acts of bribery
committed anywhere by any GKN company or any
associated person e.g. an agent or consultant. This
UK legislation is by far the strictest anti-bribery law
in the world. The potential penalties include unlimited
fines and possible prison sentences for individuals. Any
such proceedings would inevitably result in significant
damage to the reputation of the Company.
1.3In order to avoid such proceedings and/or the likely
penalties, it is necessary to be able to demonstrate that
the Company has put “adequate procedures” in place
to prevent cases of bribery arising. This is the purpose
of the GKN Compliance Plan which is summarised in this
booklet. It is the responsibility of the managers of GKN
companies to familiarise themselves with this Plan and
to ensure that they and those who report to them comply
with it.
1.4This booklet includes in the Annex an easy reference
list of Dos and Don’ts. You will also find in the Annex a
number of practical examples of situations which can
arise involving bribery risks with guidance as to how
such situations should be managed. In early 2012 an
e-learning training package will be available using the
GKN Academy facility and you are urged to complete this
course as soon as possible.
6 GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN
2. The Bribery Act 2010
2.1
Scope of the Legislation
A “bribe” is defined as an inducement or reward that
is offered or provided in order to gain a commercial,
contractual, or personal advantage.
GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN 7
Penalties can include
imprisonment and/or
unlimited fines.
There are four main offences
g
iving a bribe;
r eceiving a bribe;
b
ribing a public official; and
a
new “strict liability” offence of a commercial
organisation failing to prevent bribery by an
associated person.
The Bribery Act
applies regardless
of where the bribery
takes place.
An “associated person” may include not only employees
and subsidiaries, but also people over whom we
have little control, such as agents, intermediaries,
subcontractors, joint venture partners, suppliers and
other persons we might be inter-acting with in some
context or other.
T hese include criminal penalties for both individuals
and companies:
Individuals can be jailed for up to ten years and/or
receive an unlimited fine.
Companies can receive unlimited fines – these are
likely to be substantial.
“Senior officers” of a company can also be convicted
where they have given their consent or have done
nothing to stop giving or receiving a bribe or bribing a
public official. Importantly, it is possible that failing
to act might be regarded as consent and lead to
prosecutions, fines and/or imprisonment. A director
convicted of a bribery offence can be disqualified from
being a director of a British company for up to 15 years.
In this last case a commercial organisation will only have
a defence if it can show it had “adequate procedures” in
place to prevent bribery.
The Bribery Act has significant extra-territorial reach,
catching both UK businesses and overseas businesses.
Moreover it applies regardless of where the bribery
takes place: a commercial organisation is potentially
liable in the UK for the bribery of its “associated
persons”, regardless of where in the world the bribe in
question occurred.
2.2 Penalties for committing an offence
2.3 Adequate procedures defence
The only defence is
if the commercial
organisation can
prove it had
“adequate
procedures”.
The new offence of a commercial organisation failing to
prevent bribery is a strict liability criminal offence: as
such there is no need for the prosecuting authority to
prove negligence or the involvement and motivation of
the ‘directing mind and will’ (i.e. management) of the
organisation. This makes the offence easier to prove.
owever the UK legislation provides for a defence to the
H
new corporate offence if the commercial organisation
can prove it had “adequate procedures” in place to
prevent bribery. Guidance issued by the UK government
suggest that “adequate procedures” should be based
upon six key principles, namely:-
Proportionate procedures, i.e. those proportionate to
the bribery risks it faces and to the nature, scale and
complexity of the organisation’s activities;
8 GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN
T op Level Commitment, i.e. the top level
management are committed to preventing bribery
and foster a culture within the organisation in which
bribery is never acceptable;
3.Adequate Procedures –
GKN compliance procedures
R
isk Assessment, i.e. the nature and extent of an
organisation’s exposure to potential external and
internal risks of bribery are to be assessed;
D
ue Diligence, i.e. due diligence procedures are
applied taking a proportionate and risk based
approach in respect of persons performing services
on behalf of the organisation in order to mitigate
identified bribery risks;
The GKN Code together with the GKN Group policies
expand upon the GKN Values and provide a framework
for the behaviour of all employees. Together they are an
integral part of the way we do business, the “GKN Way”,
and underpin the corporate culture of the GKN Group.
GKN’s Compliance
Plan is focused
around six key
principles.
GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN 9
C
ommunication and training, i.e. the organisation
seeks to ensure that its bribery prevention policies
and procedures are embedded and understood
throughout the organisation; and
3.1
It is for each GKN
business to make
an assessment of
the level and extent
of potential bribery
risks.
M
onitoring and Review, i.e. the organisation
monitors and reviews procedures designed to
prevent bribery and makes improvements where
necessary.
GKN has developed its Compliance Plan based around
these six key principles.
...and to take
appropriate
measures to
implement GKN’s
bribery prevention
policies.
Proportionate Procedures
With operations in over 30 countries there is no “one
size fits all” procedure for avoiding incidents of bribery.
It is for each GKN business to make an assessment of
the level and extent of potential bribery risks which may
arise in the course of its business such as:
those arising from the conduct of intermediaries,
consultants and agents;
those associated with gifts, hospitality and
promotional expenditure;
facilitation payments;
donations or contributions;
negotiations with public officials,
and to take appropriate and proportionate measures
to implement GKN’s bribery prevention policies. This
guidance will help you in doing so.
10 GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN
Any failures by
Group employees
to comply with
GKN anti-bribery &
corruption policies
will be a significant
disciplinary offence
and may lead to
criminal prosecution.
Incidents of bribery
must be reported
and logged.
3.2 Top level Commitment
The Compliance Plan has been reviewed and approved,
and comes with the full commitment of, the Chairman
and the Board of GKN plc.
As is clear from the relevant policies of the Group it is
the GKN Way to conduct our business activities fairly,
honestly, openly and in accordance with all applicable
laws. Any failures by Group employees to comply
with these policies will be treated as a significant
disciplinary offence and, in the case of bribery and
corruption, may put them at risk of criminal prosecution.
I ncidents involving actual, potential or attempted
bribery must always be reported to the Duly Authorised
Executive of each GKN business affected and
appropriate records made of each such incident in a
company log which should be available for inspection
by GKN internal auditors. The GKN business concerned
should also notify such concerns to its regular contact
within the GKN legal function.
Compliance with the Plan will be reported to the
Executive Committee and to the Audit Committee as part
of the Internal Control reporting procedures.
GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN 11
Risk assessments
should be updated
periodically and
when a GKN
business enters
a new product or
geographical market
or adopts a different
strategy.
3.3 Risk Assessment
As a preparatory step to the preparation of this
Compliance Plan, a Group-wide risk assessment was
carried out to determine key areas of focus.
isk assessments should be updated periodically and
R
particularly when a GKN business enters into a new
product or geographical market or adopts a different
strategy – this should form part of every Business,
Regional/Business Stream and Divisional Enterprise Risk
Management (ERM) procedure. The risk of bribery and
corruption will be an embedded risk in the ERM system
that all companies will need to assess as part of their
regular risk review.
External bribery risks can be categorised to some extent
geographically (e.g. perceived high level of corruption
in certain countries), sectorally (e.g. high risk sectors
such as construction), transactionally (e.g. transactions
relating to public procurement or if permits are required),
business opportunity related (e.g. projects which do not
have a clear legitimate objective), business partnerships
(e.g. use of intermediaries in dealing with foreign
public officials). In making such risk assessments GKN
businesses should consider seeking advice from UK
or other national diplomatic services, consult general
country assessments undertaken by chambers of
commerce or relevant non-governmental organisations,
taking advice from industry representatives and
following up with independent research.
12 GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN
Due Diligence
should be carried
out in relation to
persons who perform
services on behalf of
GKN businesses.
GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN 13
3.4 Due Diligence
Information which might be sought includes:
Due Diligence is relevant primarily to persons who
perform services on behalf of GKN businesses but due
diligence also has other relevant applications
CVs of the individuals being dealt with;
details of relevant third party relationships and
partnerships (if any);
Each GKN business must include in its pre-employment
processes appropriate checks of prospective employees,
including checking of references and verifying
qualifications. This will be particularly significant in the
case of appointments to roles that involve market facing
relationships, such as purchasing or contracting.
review of the financial statements of the third party
over a suitable period;
details of ownership of the business being dealt with;
taking advice on all relevant laws and regulations
which apply to the proposed transaction;
Each GKN business will be required to have procedures
in place to carry out sufficient due diligence on third
parties where any such third parties may be in a position
to engage in acts of bribery on behalf of that business.
internet searches against the companies being dealt
with and the individuals concerned and those they
report to;
renewing such research on a periodic basis.
The appropriate level of due diligence in each case will
vary depending upon the risks arising from the particular
relationship e.g. retaining a consultant to assist in
establishing a business in a new territory will require a
higher level of due diligence than, say, when contracting
for IT services.
In higher risk situations due diligence may include:
r equiring details of the background, expertise and
business experience of relevant individuals;
c onducting direct interrogative enquiries;
indirect investigations and general research;
s eeking multiple references from reputable sources;
r egular appraisal and continued monitoring.
Due diligence conducted in the context of mergers and
acquisitions needs to take into account anti bribery
policies, procedures and the track record of the
“target” given the risk of “inheriting” liability for historic
misdemeanours. Standard due diligence checklists have
been updated to reflect these requirements.
Due diligence procedures may be subject to review by
GKN internal audit so it is important that an appropriate
level of documentation is maintained that not only
evidences the procedures that are in place, but also that
they are operating effectively.
14 GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN
GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN 15
3.5 Communication & training
The wider purpose of this training is to enhance
awareness and understanding of the relevant
procedures and the Group’s commitment to their
effective application. The intention is to provide the
knowledge and skills needed to identify and respond to
any bribery-related problems or issues that may rise.
The Compliance Plan will be communicated across
the Group and suitable training provided prioritising
those employees in customer and supply chain facing
roles. This booklet forms part of the communication and
training process.
Training will need to
be regular (at least
every two years) and
annually for higher
risk businesses or
activities.
Employees can raise
bribery concerns
with their line
manager or using the
Employee Hotline.
Certain Group policies (see Section 4 below) have been
reviewed and revised in light of the Bribery Act and those
revised Group policies have been distributed throughout
the Group. Each Division has nominated those
individuals who are required to participate in either
face-to-face training (mainly business/regional/business
stream/divisional management teams and other senior
market-facing employees) or an e-training programme
utilising the GKN Academy facilities (appropriate finance,
HR and other market-facing employees). This training
will be refreshed at regular intervals, ie at least every
two years and annually for higher risk businesses
or activities. Up-to-date records of those who have
undertaken Anti-Bribery training will be maintained and
monitored by management.
As part of the training, employees will be reminded
of their obligation to raise concerns about bribery on
the part of associated persons either through their
line manager or through the Employee Hotline as
appropriate.
Employee Hotline Number
(Please refer to the ‘Living The Values’ section of
OurSpace for local telephone numbers).
The training materials are available in the main
languages used across the Group namely English,
German, Spanish, French, Italian, Portuguese and
Mandarin.
Suitable contractual
terms on bribery
prevention measures
should be included
in agreements with
third parties.
Appropriate steps should be taken to communicate
these Group policies externally. Recommended best
practice going forward will be to include suitable
contractual terms on bribery prevention measures in
agreements with third parties.
16 GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN
3.6 Monitoring & review
In order to monitor and evaluate the effectiveness of
the Anti-Bribery policies and procedures, management
teams will establish appropriate authorisation and
monitoring controls.
The key principles that will be applied in establishing
these monitoring and review controls are:
All internal audits will
include procedures to
confirm the existence
of mandated AntiBribery controls.
D
ocumentation – greater transparency of those areas
considered most at risk of corrupt transactions;
S
egregation of Duties – more than one pair of eyes
looking at areas of risk; and
A
uthorisation – eliminate individual decisions
around areas of risk.
Beginning in 2012, all internal audits will include
procedures to confirm the existence of mandated AntiBribery controls:
A
nti-bribery training register;
C
orporate Hospitality register; and
A
nti-Bribery incident log
GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN 17
‘Deep Dive’ audits
will confirm that
controls are
operating effectively.
Additionally, a sample of businesses will receive
additional ‘deep dive’ audits that not only confirm the
existence of required controls, but will also confirm that
these controls are operating effectively by assessing:
the quality of documentation’s timeliness and
completion;
whether the authorisation controls are operating in
an appropriate and consistent manner; and
whether effective segregation of duties is in place.
In addition to the training, corporate hospitality
and incident registers, these audits will also assess
the appropriateness of other potential risk areas of
spending:
promotional expenditure;
sponsorship costs; and
charitable donations.
18 GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN
4. GKN Policies
4.2Sales Agents and Consultants Policy
As part of the Plan we have reviewed all pre-existing
Group policies and in particular:-
The Agents and Consultants Policy now requires
additional due diligence, maintenance of records, and
making the agents/consultants aware of Group policies
in this area.
t he Ethical Standards Policy (including the Agents
and Consultants Policy),
t he Employment Policy, and
t he Supplier Management Policy.
The opportunity has been taken to update these policies
as part of the Compliance Plan and these revised
policies have been communicated across the Group.
There is now a
new GKN policy on
corporate hospitality
and donations.
Ban on facilitation
payments now
applies.
GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN 19
4.1 Ethical Standards Policy
The Ethical Standards Policy now includes reference to
a new Corporate Hospitality and Donations Policy (see
section 4.5 below) - includes specific reference to the
Employee Disclosure Policy and to the need for training.
It also explains Group policy in relation to facilitation
payments.
Facilitation payments are typically small, unofficial
payments made to secure or expedite a routine
government action by a government official and are
sometimes referred to as ‘speed’ or ‘grease’ payments.
They are common in some jurisdictions in which we
operate. Whilst unlawful facilitation payments are
prohibited, employees are not expected to put life,
liberty or property at risk.
4.3Employment Policy
The Employment Policy now refers to the need for
additional due diligence and for the GKN Code and
Policies to be referenced in employment contracts.
4.4Supplier Management Policy
Requirements similar to those described above have
been included in the Supplier Management Policy,
particularly where risks of bribery and corruption are
identified.
20 GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN
Gifts and hospitality
may be considered
“bribes” if they are
not reasonable and
proportionate.
GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN 21
4.5Corporate Hospitality
and Donations Policy
The provision of gifts and hospitality are relatively
common aspects of carrying on a business and are not
unlawful. However, gifts and hospitality, and political
or charitable donations, may be considered “bribes” if
they are not reasonable and proportionate.
It is therefore important for the Group to clearly set
out its policy on what is and what is not acceptable
taking into account the particular nature of its business,
standard practice within the industry and the countries
in which it operates.
We appreciate that the practice of giving business gifts
varies between countries and what may be normal and
acceptable in one country may not be in another. Against this
background the Group’s policy is set out as an Appendix to
the Ethical Standards Policy. Key points to note are:
M
aximum financial limits for gifts and hospitality
which can be offered or accepted without prior
approval are now specified, depending upon the
country. These limits need not override lower limits
which might already be applied in certain functions
such as Group Procurement and where they are
working well and have gained general acceptance.
A
ll hospitality in relation to public or government
officials will require prior approval from a Duly
Authorised Executive even if it is within the proposed
“de minimis” thresholds.
P
olitical donations must not be made.
T he rules relating to charitable donations have been
clarified.
ach business must appoint an executive (referred to in
E
the plan as a “Duly Authorised Executive”) to act as the
source of the necessary approvals and each business
must maintain a register of gifts and hospitality – both
given and received - which require approval.
5. Sales Agents & Consultants
Appointment of a
sales agent must
comply with the
Sales Agents and
Consultants Policy.
As mentioned in Section 2 above, agents may well be
treated as an “associated person” of a commercial
organisation for the purposes of the Bribery Act, and as
such the commercial organisation will be responsible for
the acts or omissions of its agents.
Any appointment of a sales agent by a GKN Group
Company must comply with the Sales Agents and
Consultants Policy.
In addition, each of the Divisions within the Group will
set-up Sales Agents and Consultants Committee in order
to oversee, monitor and manage the appointments and
performance of agents.
Before appointing a sales agent or consultant the
GKN business unit will be required to carry out a risk
assessment of the agent (to include an assessment of
the type of work involved, the geographical location
and the industry), perform due diligence on the agent
and communicate GKN’s anti-bribery policies. The GKN
business unit should include appropriate anti-bribery
provisions within the contract appointing the sales
agent/consultant.
22 GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN
A subcontractor/
supplier may be
considered an
“associated person”
of a commercial
organisation.
6. Supply Chain
s with agents, a subcontractor/ supplier may be
A
considered an “associated person” of a commercial
organisation for the purposes of the Bribery Act. As
such the appointment of subcontractors and suppliers
warrants particular attention.
Where a supply chain involves several entities, or a
project is to be performed by a prime contractor with a
series of subcontractors, a commercial organisation is
only likely to exercise control over its relationship with its
direct contractual counterparty.
GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN 23
7. Further Assistance:
If you have any questions concerning this booklet or
GKN’s Anti Bribery & Corruption Compliance Plan then
please get in touch with your usual contact in the GKN
Group Legal Department or:
US & Americas
John O’Donnell
Tel: +1 630 719 7204
email: john.odonnell@gknna.com
Mick Nylander
Tel: +1 248 377 1290
email: mick.nylander@gkndriveline.com
Nevertheless, the Guidance issued by the UK
Government recommends that the principal way in
which commercial organisations should manage such
bribery risks is through risk-based due diligence, the use
of anti-bribery terms and conditions in its relationship
with its contractual counterparty and requesting that
the counterparty adopt a similar approach with the next
person in the supply chain.
China
The GKN business unit should ensure that it complies
with the Supplier Management Policy when contracting
with suppliers.
Lucia Liu
Tel: +86 21 5820 2747
email: lucia.liu@gknchina.com
The Procurement Directors’ Forum will in future monitor
adherence to Group procedures in our relations with the
supply chain.
GKN Group Legal Department
December 2011
Germany, Austria and Eastern Europe
Dr Joerg Janiszewski
Tel: +49 (0)2205 806 8358
email: joerg.janiszewski@gkndriveline.com
UK & Rest of the World
General Counsel
Tel: +44 (0)1527 533459
email: jos.sclater@gkn.com
24 GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN
Annex
8. Summary & Examples
Do’s & Don’ts
Do:
R
eport and keep a record of any bribe offered to or
requested from a GKN employee
C
arry out due diligence where appropriate and where
required by the Group Policies
T ake up references for potential new employees
Don’t:
g
ive or offer, a payment, gift or hospitality with the
expectation or hope that a business advantage will
be received, or to reward a business advantage
already given;
g
ive or offer, a payment, gift or hospitality to a
government official, agent or representative to
“facilitate” or expedite a routine procedure;
a
ccept payment from a third party that you know or
suspect is offered with the expectation that it will
obtain a business advantage for them;
a
ccept a gift or hospitality from a third party if you
know or suspect that it is offered or provided with
an expectation that a business advantage will be
provided by us in return;
e
ncourage other employees to engage in any of the
above activities;
t hreaten or retaliate against another worker who
has refused to commit a bribery offence or who has
raised concerns under this policy; or
e
ngage in any activity that might lead to a breach of
the GKN Group policies.
GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN 25
Example A
Facilitation Payments
Scenario
oods that are destined for a GKN facility have been held up in
G
customs for a prolonged period awaiting clearance and are now
urgently required to avoid stopping its customer’s production
line. A customs official has informed you that the only way to
prevent further delay is to provide him/her with a cash payment.
Demand prevention: How to reduce the probability of the
demand being made?
Consider purchasing goods locally to the extent practicable
Try to understand what might cause backlogs in customs
clearance – if potential delays are a result of it being a
traditionally busy part of the week, month or year, then try,
to the extent possible, to schedule the shipment of your
company’s goods during periods when the customs office
experiences less volume
Build the company’s reputation for refusing to pay
facilitation payments as a matter of corporate policy
26 GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN
esponse to bribery demand: How to react if the demand is
R
made?
R
efuse to pay any bribe or facilitation payment to expedite
customs clearance
R
eport the demand to your line manager promptly
M
ake a record of any conversation with the customs official
W
hen meeting with the customs official to discuss the
delay, request to be accompanied by a lawyer or police
officer to reduce the probability of being asked to make a
bribe
S
tate the company’s anti-corruption policy and its
commitment to following the law
E
xplain that making a payment that is against the law
exposes not only the employee and the company but also
the customs official to potential criminal prosecution and
other sanctions
C
onsider informing the customs official’s supervisor of
the solicitation. Explain to the supervisor the nature of
the goods, the demand in the country and the negative
consequences of the goods not being released.
GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN 27
Example B
Sponsorship
Scenario
In general discussions with the newly-appointed procurement
director of a major OEM customer, you are asked to sponsor an
activity closely linked to the private interests of that procurement
director. Your company is made to understand that its response
to this demand will impact its future business with the OEM
customer.
Demand prevention: How to reduce the probability of the
demand being made?
Use every opportunity to communicate GKN’s policies on
bribery externally
Develop internal guidelines for sponsorships with
transparent criteria, i.e. indicating that GKN does not
sponsor or that it only sponsors projects that directly
benefit communities that are local to GKN and that are
linked to GKN’s overall corporate social responsibility/
sustainability strategy
When projects are sponsored, maintain necessary control
and influence to avoid any misuse of the funds (e.g. through
a reputable, independent third party)
Ensure that sponsorship payments are made to
organisations and not to individuals, that the sponsorships
are covered by written agreements and receipts, and that
no conflicts of interest are involved
28 GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN
Response to bribery demand: How to react if the demand is
made?
R
efuse to sponsor the activity
M
ake a record of the discussions
T he refusal should be decided by the management board
within the company and the rationale duly recorded,
thereby reducing the exposure of the employees dealing
with the customer
C
learly explain the reasons for refusal, which should be
communicated and explained to the individual making the
demand and, if possible, involving other authorities that
are relevant to the activities to be sponsored. Explore with
the procurement director the types of eligible sponsorship
which would be in line with company policy to show
goodwill while resisting the solicitation.
GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN 29
Example C
Hospitality
Scenario
In the course of negotiating a long-term contract with a Supplier
(“Supplier X”) as part of a competitive bid process, the lead
negotiator of Supplier X offers to take you to a prestigious
sporting event in a corporate hospitality box.
emand prevention: How to reduce the probability of the
D
demand being made?
Define a clear company policy for gifts, hospitality and
personal expenses such as pre-approval and control
mechanisms
Clearly state publicly this policy on your company website
or any other appropriate means for internal and external
purposes
Train your personnel on how to implement this policy
esponse to bribery demand: How to react if the demand is
R
made?
Make a record of the conversation
State your gift and hospitality policy and show that you are
not allowed to accede to this request
Explain that this practice may violate international
conventions and applicable laws
Consider terminating discussions with Supplier X and
contacting the lead negotiator’s superior explaining the
reason for terminating such negotiations
30 GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN
Example D
Facilitation Payment
Scenario
Your company is about to receive the equipment necessary for
connecting a project site to the electrical grid when an employee
of the state electricity company approaches your project
manager explaining to him/her that the connection to the grid
will be delayed for days or weekly, if not indefinitely, for reasons
which are unclear. An immediate cash payment to the employee
would, you are told, accelerate the connection and therefore
facilitate the timely completion of your project.
Demand prevention: How to reduce the probability of the
demand being made?
Identify in advance and ensure compliance with all official
requirements for connecting to the electricity grid
Identify in advance time requirements for connecting to the
grid, taking delays into account
Implement a company policy prohibiting any type of bribery,
including facilitation payments
E
nsure employees clearly understand which types of
payments are not permitted and ensure that they report
illicit payments
M
ake employees aware of the consequences of such
violations
GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN 31
Response to bribery demand: How to react if the demand is
made?
Refuse to pay
Explain your company’s concerns/obligations and
programme commitment to fight corruption
Report the demand to the supervisor of the person making
the demand
If the demand persists, explain that any payment must
be recorded in your company files, including the name
and other identifying details of the employee making the
demand
Report such demands to the employee’s superiors in the
electricity company and work with them to ensure that
future demands for illegitimate payments will not occur
GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN 33
32 GKN’S ANTI BRIBERY & CORRUPTION COMPLIANCE PL AN
Example E
Use of Agents
Scenario
Your company has arrangements with a number of agents to
assist in obtaining essential supplies or services e.g. to clear
imports through customs and deliver to the plant. You suspect
that the agent may be paying bribes to public officials but you
cannot prove it.
Response
A
ll agents should be carefully vetted prior to appointment
and GKN’s anti-bribery policies communicated to them
T he specific services required of the agent should be clearly
specified in the contractual documentation
T he level of charges payable to the agent should be
appropriate for the services required with no additional
‘expenses’ being reimbursed which are not supported by
appropriate receipts or other documentation
T he performance of all agents should be properly managed
and carefully monitored through the relevant divisional
Sales Agents and Consultants Committee.
Notes
Further Assistance:
If you have any questions concerning this Plan
then please get in touch with your usual contact
in the GKN Group Legal Department or:US & Americas
John O’Donnell
Tel: +1 630 719 7204
email: john.odonnell@gknna.com
Mick Nylander
Tel: +1 248 377 1290
email: mick.nylander@gkndriveline.com
Germany, Austria and Eastern Europe
Dr Joerg Janiszewski
Tel: +49 (0)2205 806 8358
email: joerg.janiszewski@gkndriveline.com
China
Lucia Liu
Tel: +86 21 5820 2747
email: lucia.liu@gknchina.com
UK & Rest of the World
General Counsel
Tel: +44 (0)1527 533459
email: jos.sclater@gkn.com