PROSPERA SYSTEM ANTI-CORRUPTION POLICY

Prospera System has zero tolerance for any form of corruption, such as bribery, kickbacks, extortion or similar conduct whether it involves government officials or private parties and whether it occurs inside or outside the Singapore, All Prospera System employees and others who act on behalf of Prospera System are strictly prohibited from engaging in such conduct. No Prospera System employee or representative will suffer adverse consequences for refusing to pay or accept bribes, or refusing to engage in other forms of corruption, even if such refusal may result in Prospera System losing business. No one acting on Prospera System’ behalf should ever pay a bribe or otherwise sacrifice compliance with the law to make a sale or achieve any other business gain.

In addition to prohibiting the payment of bribes, this policy prohibits the use of gifts, gratuities or other benefits to improperly influence others. No one acting on behalf of Prospera System may provide any gift, gratuity or other benefit, directly or indirectly, for the purpose of improperly obtaining or retaining business, or securing an improper business advantage. For example, a gift, gratuity or benefit may not be provided for the purpose of improperly influencing a decision to award a contract to Prospera System.

Gifts, gratuities and benefits include (but are not limited to):

o Cash or cash equivalents (like a gift certificate or stock in a company)

o Lodging

o Hospitality or entertainment

o Transportation or travel support

o Offers of employment

o Charitable contributions or donations

o Loans or other commercial benefits (such as discounts that are not available to other customers)

Prospera System employees and representatives must never offer a gift, gratuity or other benefit if doing so would violate the law or reflect negatively on the Company’s reputation. No gift, gratuity or offer of any benefit shall be made which might be interpreted as a bribe.

Every country in which Prospera System does business has anti-corruption laws. Many of these laws have differing restrictions on the provision of gifts, gratuities or other benefits to government officials. Some prohibit them entirely. You are responsible for knowing what anti-corruption laws apply and for ensuring your actions comply with the law.

Who does the FOREIGN CORRUPT PRACTICE POLICY apply to?

The FOREIGN CORRUPT PRACTICE POLICY applies to all Prospera System employees and anyone acting on behalf of the Company, wherever they are located. This includes all Prospera System employees and all sales representatives, distributors or other service providers, inside and outside the Singapore.

What does the FOREIGN CORRUPT PRACTICE POLICY prohibit?

The FOREIGN CORRUPT PRACTICE POLICY prohibits paying bribes to “foreign government officials” in order to get business, keep business or enhance a business position. Even the offer or promise to pay bribes is prohibited. This prohibition covers all payments made directly or through third parties, even if the Company is not actually aware of the payment. Additionally, the FOREIGN CORRUPT PRACTICE POLICY requires businesses to keep accurate books and records that fairly reflect transactions and payments made by the company.

ANTI-BRIBERY
What do the FOREIGN CORRUPT PRACTICE POLICY anti-bribery provisions mean to me?

As a Company service provider, you may not provide or offer a bribe to obtain business, keep business or advance a business position. You also may not use third parties to offer or pay bribes. Any attempt to misreport a bribe as a legitimate business expense is unacceptable.

What is a bribe?

A bribe is any payment or item of value, including gifts and gratuities, given directly or indirectly to obtain an improper advantage for you, your company or our Company. An improper advantage is one that would not have been gained absent the payment and one that puts the provider of the payment unfairly ahead of others who play by the rules. If a payment or an item of value is given to influence a decision, it is likely a bribe.

Who is a forbidden recipient?

The FOREIGN CORUPT PRACTICE POLICY prohibits bribing “foreign government officials.” The FOREIGN CORUPT PRACTICE POLICY defines “foreign government officials” to include: government officers and employees from countries other than the Singapore; employees of government agencies or instrumentalities from countries other than the Singapore; employees of public international organizations; and anyone acting on behalf of the foregoing parties. This definition includes almost any kind of government employee, such as elected or appointed officials, employees of state-owned entities and even employees of companies that are only partially owned by the government. The FOREIGN CORUPT PRACTICE POLICY also prohibits bribing anyone acting in a governmental capacity, including political parties or candidates. Finally, it prohibits bribing officials and employees of public international organizations, such as the United Nations.

What do the accounting & record keeping provisions of the FOREIGN CORRUPT PRACTICE POLICY mean to me?

You are required to maintain books and records that accurately report all expenses and payments. This requirement includes all invoices, receipts and documentation provided to Prospera System. Your records and books must reflect reality.

What is unacceptable?

Prospera System service providers shall not, directly or indirectly, disguise bribes or other expenses or payments through false, incomplete or misleading documentation or accounting entries. Prospera System service providers must never attempt to hide corrupt payments by failing to report them or by reporting them as something they are not.

PENALTIES

Prospera System may terminate relationships with its service providers for compliance failures.

OTHER LAWS PROHIBITING THE CORRUPTION OF GOVERNMENT OFFICIALS

Every country has laws prohibiting bribery of their own government officials, and many countries have enacted anti-corruption laws which prohibit the bribery of foreign government officials. For example, Canada has enacted the Corruption of Foreign Public Officials Act, which mirrors the key provisions of the FOREIGN CORRUPT PRACTICE POLICY. China also has enacted anti-corruption laws.

TEST YOUR KNOWLEDGE
Scenario 1:

Sam, a sales representative, is negotiating a deal with a foreign government for the sale of 50 oxygen sensors. There is a small delay in the deal. Sam decides to drop off a gift certificate for dinner and entertainment for the foreign government official in hopes of moving the process forward. Is this allowed?

Scenario 2:

Jimmie, a distributor of imaging sensors, is negotiating a deal with a foreign company for the sale of 100 sensors. The foreign company is worried that the sensors will take too long to get through certain special procedures in the foreign country’s import process. Jimmie assures them that he will expedite the process by making small payments to the foreign government officials handling the special procedures. Is this allowed?

Scenario 3:

Rose is a sales representative who sells vacuum gauges in a foreign country known for corrupt practices. Rose always sells more than any other representative in the area. Therefore, the company does not mind that she asks for twice the commission on each sale she makes in that country. The company just writes it off as traveling expenses. Is this allowed?

Scenario 4:

Tom, a sales representative of survey systems, is negotiating a long term contract with a foreign government official. The foreign government official asserts that he would be much more likely to grant the contract if Tom would agree to donate to his charity. Is this allowed?

ANSWERS
Scenario 1:

No! Paying for anything outside of reasonable expenses for demonstrating the product could be considered a bribe. Under certain circumstances, Sam may be allowed to take the foreign government official out for a modest business dinner to discuss the product, but Sam cannot provide the official with hospitality or entertainment that is unrelated to demonstrating the product – particularly when a commercially-important decision is pending before the official.

Scenario 2:

No! While Jimmie’s payment might qualify as a facilitation or “grease” payment, which could under certain limited circumstances be allowed under the FOREIGN CORRUPT PRACTICE POLICY, such payments – even if small – may be illegal under other anti-corruption laws, including the UK Bribery Act. Furthermore, it is not clear that this payment relates to a routine governmental action and therefore may also be illegal under the FOREIGN CORRUPT PRACTICE POLICY. Prospera System therefore prohibits such payments.

Scenario 3:

No! Under no circumstance is it allowable to misreport transactions. Claiming the extra commission as traveling expenses is inaccurate and therefore illegal. The basis for commissions must be consistent with fair market values and documented appropriately. Also, this scenario presents compliance “red flags.” Given both the reputation of the country for corruption and the inflated commission, there is reason to be suspicious about what Rose is doing with the additional monies you are paying. It is your responsibility to investigate questionable transactions of which you are aware. Remember, bribes are illegal, whether paid directly or through third parties.

Scenario 4:

No! Charitable contributions cannot be offered to a foreign government official in order to improperly influence his or her decisions. Here, the official is closely involved with the charity at a personal level and has indicated that the donation would improperly affect his decision regarding who should receive the contract.