Anti-Corruption Training for Third Parties
(Sales Reps, Distributors, Suppliers, etc.)
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Purpose of this Training
> Danaher companies believe that integrity and
compliance with laws are important drivers of
business success.
> We encourage and require third parties we do
business with (“DHR Contractors”) to work with us
to build a global foundation of integrity and
compliance as the basis of our mutual success.
> This training will explain what this means for your
day-to-day business with Danaher companies.
Your Integrity/Our Success
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Part I
Anti-Bribery Laws
Danaher’s Standards of Conduct
Danaher’s Supplier Code of Conduct
Your Contract
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Many Laws, One Purpose
> Anti-bribery laws and treaties are now common in every part
of the world.
> Many of these laws focus on bribes to government officials,
like the US Foreign Corrupt Practices Act (the “FCPA”), but
you must avoid all corrupt payments, even to nongovernment, commercial parties.
> This training will focus on the FCPA, because it is actively
enforced and has severe penalties, but you are expected to
comply with all laws that apply in the places where you do
business.
> You are also required to comply with Danaher’s Standards of
Conduct, Danaher’s Supplier Code of Conduct and any
integrity and compliance provisions of your contract.
Anti-Bribery Laws Are Global
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DHR Standards Also Apply
> Danaher’s Standards of Conduct and Supplier Code of
Conduct identify the standards of conduct and honest
business practices which must be followed by all DHR
Contractors, including standards relating to how you
pursue business opportunities that may benefit Danaher
companies.
> DHR Contractors are required to represent Danaher
companies consistent with Danaher’s commitment to
integrity and anti-corruption described in the DHR
Standards of Conduct.
> Even in situations where you may believe that no anticorruption law applies, the DHR Standards of Conduct
apply and must be carefully followed.
Corrupt Payments Are Never Acceptable
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FCPA Specifics
> The FCPA prohibits anyone with a connection to a US
business from:
– corruptly
– offering, paying, giving, promising to pay or authorizing the
payment of,
– directly or indirectly through another
– anything of value
– to any non-US government official or any non-US political party,
official or candidate
– in order to obtain, retain or direct business.
> The DHR Standards extend this prohibition to cover
payments to non-government persons and parties.
No Payments to Government or Private Parties for Business
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FCPA Specifics, cont.
> A “promise to pay” can be found even where no actual
payment was made or where the person promising is unable
to make the payment.
> “Anything of value” does not mean only money. It might mean
an interest in another venture, a future job offer, a political
contribution, a gift (no matter how small), or a benefit to a
friend or relative.
> “To any foreign official” includes any government official,
political party or candidate, any conduit to a government
official, political party or candidate, and any employee of a
government owned company.
> Under the DHR Standards, these prohibitions apply to nongovernment parties as well as government parties.
Anything of Value to Influence Any Business Outcome
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FCPA Violations Are High Risk
> Violating the FCPA can cause the following serious
consequences:
– Immediate termination of your relationship with DHR;
– Significant fines:
2009 – Kellogg Brown & Root, Inc. fined $402 million for
bribery in Nigeria;
2008 - Siemens AG fined $450 million for bribery in Argentina,
China, Russia, Venezuela, Vietnam, others;
2008 – Willbros Group, Inc. fined $22 million for bribery in
Bolivia, Ecuador and Nigeria;
– Imprisonment for up to five years; and
– Loss of US gov’t. contracts and US export privileges.
Severe Consequences Leave No Room for Violations
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Legitimate ExpensesAll Parties-Product Promotion/Contracts
> The DHR Standards do allow you to provide or
reimburse travel and living expenses directly related to
promotion of products or the execution of a contract, if:
– Local law, your own company policies and the recipient’s
company/government policies allow you to provide or reimburse
these items;
– All reimbursed expenses were actually incurred and supported
by detailed and accurate receipts prior to reimbursement;
– The travel and living provided or reimbursed is reasonable (nonluxury); and
– Each item provided or reimbursed is directly related to the
promotion of products or services to the recipient’s
company/government, or the execution of a contract by the
recipient’s company/government.
Actual and Reasonable Expenses – No Unrelated Expenses
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Legitimate ExpensesNon Government Only-Gifts/Entertainment
> The DHR Standards do allow you to provide
potential customers unrelated to the government
with non-cash gifts, including meals and
entertainment, if:
– The gift/entertainment is of nominal value;
– The gift/entertainment is customary in your trade or
industry;
– The gift/entertainment is legal under local laws; and
– The gift/entertainment is given and accepted without
any express or implied understanding that the
recipient is in any way obligated.
Nominal Value – Not Cash – No Obligation
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Accurate Records
>All information provided to a Danaher company in
support of any request for payment (commission,
expense reimbursement, etc.) must be factually
accurate.
>All contractual requirements regarding receipts and
recordkeeping must be strictly followed.
No Fake Receipts/False Purposes
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Summary
> Be aware of and adhere to the Danaher Standards
of Conduct discussed in this training, the specific
requirements of your contract, and all anticorruption laws in the areas where you operate,
including the FCPA.
> Keep in mind the severity of the personal and
corporate consequences associated with violating
the FCPA and similar laws and devote sufficient
attention to compliance.
> When you are faced with a close call, we invite
you to speak with your Danaher contacts. Where
necessary, they will direct your questions to the
legal team at Danaher.
Your Integrity/Our Success
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Additional Resources
The Danaher Integrity and Compliance
Helpline:
www.danaherintegrity.com
Your Integrity/Our Success
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Part II
Review Questions
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Review Questions
Question 1:
What if the recipient of the bribe is not a government
official, but a commercial customer?
Q1
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Review Questions, cont.
Answer 1:
The DHR Standards prohibit payment of bribes to any
party, whether or not the customer is an arm of the
government.
A1
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Review Questions, cont
Question 2:
What if I do not really know if a gift reached a decision
maker and influenced his decision?
Q2
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Review Questions, cont
Answer 2:
> Not being sure what happened to something of
value you provided is not a defense under the FCPA
or the DHR Standards.
> If the circumstances, conduct or results suggest a
prohibited payment, your business relationship with
Danaher will be terminated and you may face other
legal consequences.
A2
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Review Questions, cont
Question 3:
What will happen if a Danaher company determines
that a DHR Contractor has violated the FCPA and/or
the DHR Standards?
Q3
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Review Questions, cont
Answer 3:
> The business relationship with that DHR Contractor
will be terminated.
> Danaher will exercise all rights to withhold
compensation and will seek return of earlier
payments that may have been used in violation of
the FCPA or the DHR Standards.
> US and/or non-US regulatory authorities may seek
to impose monetary penalties on that DHR
Contractor and/or seek imprisonment of individuals
involved in the violation.
A3
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Part III
Sample Cases
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Sample Cases
Case A:
> A non-US government official requests a visit to the
US to meet with the technical experts on a new
product being launched by a Danaher company. The
official asks a DHR Contractor to arrange the trip,
including a side-visit to Disneyland in Los Angeles for
his family while he is in Chicago. He suggests he will
provide receipts for reimbursement, but that he
would also like walking-around money for his
children.
> Can the DHR Contractor agree to this request?
Case A
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Sample Cases, cont
Case A Response: NO
> The FCPA and the DHR Standards allow reimbursement of
reasonable and bona fide expenditures incurred by a customer
and directly related to the promotion of products.
> Expenses for spouses/children are not considered directly
related to product promotion and are prohibited.
> Recreational side trips are not permitted either, even for the
person to whom products are being promoted.
> Cash advances like “walking around money” are not supported
by receipts which creates the appearance of impropriety and
does not meet the record keeping requirements of the FCPA or
the DHR Standards.
Case A
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Sample Cases, cont
Case B:
>You would like to give a relatively inexpensive watch to the wife
of a foreign official who is involved in evaluation of a Danaher
product. Since this is a token gift, customary in your country, is
this allowed?
Case B
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Sample Cases, cont
Case B Response: NO
>Because the gift is being given to a family member of a
government official, it is prohibited by both the FCPA and the DHR
Standards.
>Remember, customary gifts of nominal value may be given to
non-government-related persons if the recipient will not feel
obligated.
>This is not a product promotion case because the gift is not a
travel or living expense provided to the official evaluating the
product.
Case B
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Sample Cases, cont
Case C:
> You want to suggest to a government official
that he should select the Danaher product you
can provide. Because you know that local law
prohibits the payment of bribes, your intent is
simply to write a letter explaining the wisdom of
this choice. In your letter, you state that you will
make it worth his while if he selects the
Danaher product.
> Is it ok to send this letter?
Case C
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Sample Cases, cont
Case C Response: NO
>Sending this letter would violate the FCPA and the DHR
Standards because it suggests to the government official that ‘you
will make it worth his while’ to select your product.
>This letter is a ‘promise to pay’ to this ‘government official’
‘something of value’ even if you do not have any particular
payment in mind at the time you send the letter.
>This case is a good example of why you need to take care in all
communications with government officials regarding business
opportunities – a poorly chosen phrase can lead to serious
consequences.
Case C
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