Anti-bribery and corruption policy 

1          INTRODUCTION

TCR operates in a challenging commercial environment where business ethics are playing an increasingly critical role.  Our Code of Conduct, which operates as an ethical framework for all TCR employees, highlights the importance of acting with integrity, complying with laws and regulations and operating fairly.

Acts of bribery and corruption pose a threat to the operation of free markets and are to be taken seriously. They are not only unlawful, but may also harm TCR in different ways as set out below.  As a result, TCR takes a zero-tolerance approach to bribery and corruption. We are committed to the prevention, detection and investigation of all forms of bribery originating from our organization and arising from any transactions with our business partners.

As our company operates internationally, our policy for preventing bribery and corruption is the same around the world. Although treatment of bribery and corruption may vary from one jurisdiction to another, we have always held ourselves to the highest standards. These standards are set out in this  ABC Policy.

TCR acknowledges the fact that this Policy cannot cover every situation that TCR employees or other persons working for, acting on behalf of, or representing TCR or third parties, could face. In such case, it is the company’s recommendation to remain on the safe side and contact the legal department in case of doubt.

2          POLICY DETAILS

2.1         General Prohibition of Bribery and Corruption

No one in TCR will engage in any forms of bribery and corruption. 

For the purpose of this Policy, the following definitions apply:

  • an act of bribery: the offering, giving, promising, soliciting or accepting any type of advantage (e.g. money, goods, services, favors or discounts), as an incentive to give, to obtain or to retain a business advantage or influence the conduct or judgment of a person or public official[1];
  • an act of corruption: a misuse of power or a position of trust in order to receive or give an undue advantage.

Notwithstanding these definitions, TCR acknowledges that the terms “bribery” and  “corruption” are generally used interchangeably and both aim at compromising the independence or impartiality of decision-making. 

2.2         General responsibilities and obligations

Every person to whom this policy applies has the responsibility and obligation to:

  • acknowledge and comprehend the principles set out in this Policy;
  • ask for further explanation of this Policy if needed;
  • adopt a conduct that meets the principles set out in this Policy;
  • never commit or tolerate any act of bribery or corruption;
  • be alert to indications or evidence of possible wrongdoing;
  • promptly report actual or potential violations according to TCR’s Whistleblowing Policy.

3          GIFTS, ENTERTAINMENT AND HOSPITALITY

3.1         General guidelines

For the purpose of this Policy, Gifts, Entertainment and Hospitality refer to anything of value, offered on behalf of TCR, or accepted by someone to whom this Policy applies. Examples are wine, tickets for entertainment, business lunches or meals, etc. The fact that Gifts, Entertainment or Hospitality is paid by personal funds is irrelevant for the purpose of this Policy.

Gifts, Entertainment and Hospitality are a common form of business courtesy but must only be offered or accepted for proportionate social and business purposes at a level appropriate to the status and seniority of those involved. However, they can also be construed as an act of bribery or corruption if they are offered or accepted with the intention of obtaining an inappropriate advantage or exercising an inappropriate influence and should therefore be carefully considered.

Therefore, offering or accepting Gifts, Entertainment or Hospitality is only permissible under the following cumulative conditions:

  • They are never offered or accepted with the intention to obtain any advantage in return, whether personal or business-related;
  • They are given or received unconditionally;
  • They do not cause partial decision making or a conflict of interest;
  • They do not consist of cash, or cash equivalents;
  • They are occasional, reasonable and appropriate under the circumstances;
  • They are transparent and documented;
  • They are recorded in the company’s gift register, if applicable;
  • They comply with local laws and regulations, if applicable.

3.2         Gift register

Gifts, Entertainment and Hospitality estimated over 100€ (or local currency equivalent) per person, either offered or received shall be recorded in the company’s gift register as soon as possible.

Gifts, Entertainment and Hospitality estimated over 250€ (or local currency equivalent) per person, either offered or received shall be subject to prior approval of the line manager.

Any entry in the gift register shall at least mention the date, the name of the TCR individual and the name of the third party and his company (either offering or receiving), the subject and the signature of TCR.

3.3         Government officials

The risk of Gifts, Entertainment and Hospitality being considered as an act of bribery or corruption is greater when dealing with government officials. Notwithstanding the conditions for offering or accepting Gifts, Entertainment and Hospitality, it is expressly forbidden to offer or accept Gifts, Entertainment or Hospitality, whether directly or indirectly, to or from a government official with the intention to influence acts or decisions or to obtain any inappropriate advantage.

3.4         Facilitation Payments and Political Contributions

Facilitation payments and political contributions are prohibited under this Policy.

Facilitation payments are payments made, whether directly or indirectly, to government officials as an incentive to speed up or to obtain routine government actions (such as licenses or permits).

Political contributions include all types of contributions made to political parties, political movements, trade unions or their candidates and representatives, with the intention to influence their acts or decisions or to obtain any inappropriate advantage.

3.5         Charitable Contributions or Donations and Sponsorship Activities

Charitable contributions or donations and Sponsorships are a support in cash or cash equivalent (such as goods or services) to, respectively, a charitable organization or an event, activity or organization.

They can be considered an act of bribery or corruption if they aim to obtain an inappropriate advantage. Therefore, charitable contributions or donations and Sponsorships are only allowed under the following cumulative conditions:

  • They are never offered with the intention to obtain any advantage in return, whether personal or business-related;
  • They do not cause partial decision making or a conflict of interest;
  • They shall be made to the organization itself, and not to one of its representatives or other individual;
  • The organization in question is well-known, reliable and recognized by the local relevant laws;
  • They are occasional, reasonable and appropriate under the circumstances;
  • They are transparent and documented and in line with TCR’s Charity Policy ;
  • They comply with local laws and regulations, if applicable.

3.6         Third Parties

TCR could be held responsible for acts of bribery by its intermediaries such as distributors, agents, advisers, consultants and other third parties.

TCR is therefore committed to only work with third parties who share the same standards when it comes to the prevention and deterrence of bribery and corruption.

TCR undertakes to carefully choose its business partners and to promote ongoing compliance with this Policy. 

3.7         Reporting actual, suspected or potential policy violations

All TCR employees are encouraged to raise concerns about any actual, suspected or potential violation of this Policy at the earliest stage possible.  Where an employee believes that the guidelines are not being complied with shall report such concern according to TCR’s Whistleblowing Policy. 

All persons who work for, act on behalf of, or represent TCR, or with whom TCR does business and who are contacted for reasons of such violation of this Policy, are expected to cooperate in good faith and to provide honest and truthful information.

3.8         Training and Oversight

TCR will provide training to relevant employees throughout the group to support them in complying with their responsibilities under this Policy and, if applicable, local laws and regulations regarding bribery and corruption.  Internal Audit will monitor the implementation of the guidelines and will test compliance. The Group Legal Department is also available to answer any questions.

4          POLICY VIOLATIONS

A breach of the principles set out by this Policy may result in:

  • For TCR:
  • Fines of an unlimited amount;
  • Repayment of any profits received;
  • Termination of contracts;
  • Prohibition from bidding for certain contracts, and
  • Reputational damage.

 

  • For Employees of the Group:
  • Fines - which may be of an unlimited amount and which will not be paid by TCR on behalf of the individual;
  • Detention and Imprisonment - typically 5-10 year sentences.
  • Disciplinary action, up to and including immediate termination of employment, and will be dealt with in accordance with the company’s disciplinary procedure and local regulations, if any.

TCR will give its full support to anyone refusing to pay a bribe whatever the inconvenience, loss of business or extra costs involved for TCR.

5          FURTHER QUESTIONS

Any questions regarding a provision of this Policy and its implementation can be addressed to the General Counsel/Company Secretary, the Legal Director and/or the HR Director and/or the Internal Auditor within TCR International NV.

 

 

 

[1]A government official is an officer, employee or any person acting on behalf of a federal, regional or local government, of a public organization or of an entity that is controlled by a governmental body or a political party.