AVI-SPL Anti-Corruption
and Bribery policy

It is our policy to conduct all of our business in an honest and ethical manner. We take a zero- tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate and implementing and enforcing effective systems to counter bribery. As our employee, you commit to comply with this policy as well as any and all applicable anti-corruption and anti-bribery laws and regulations in the country where you live and work for the Company, as well as any countries to which you travel on behalf of the Company.  This policy establishes the parameters for the minimum standards expected of our employees.

We will uphold all laws relevant to countering bribery and corruption. However, we remain bound by the applicable laws of the country where you are employed by us or are conducting business on our behalf, including any relevant anti-corruption and anti-bribery laws, in respect of our conduct both at home and abroad.

The purpose of this policy is to:
  • set out our responsibilities, and of those working for us, in observing and upholding our position on bribery and corruption
  • provide information and guidance to those working for us on how to recognize and deal with bribery and corruption issues.

Bribery and corruption are punishable for individuals by significant prison sentences and fines and if we are found to have taken part in corruption, the Company could face significant fines, be excluded from tendering for public contracts, possible dissolution or liquidation of our activities in certain countries, and face damage to our reputation. We therefore take our legal responsibilities very seriously.

In this policy, third party means any individual or organization you come into contact with during the course of your work for us, and includes actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies, including their advisors, representatives and officials, politicians and political parties as well as those associated with state-owned companies.

Who is covered by this policy?

This policy applies to all individuals working at all levels and grades, including senior managers, officers, directors, employees (whether permanent, fixed-term or temporary), consultants, contractors, trainees, seconded staff, homeworkers, casual workers and agency staff, volunteers, interns, agents, sponsors, or any other person associated with us, or any of our subsidiaries or their employees, wherever located (collectively referred to as workers in this policy).

What is bribery?

A bribe is a direct or indirect inducement, donation, or reward offered, promised, provided, received or solicited in order to gain any commercial, contractual, regulatory or personal advantage. Bribes can be either monetary or non-monetary, which includes money, gifts, loans, fees, rewards, commissions or other property of any description, office, employment or contract.

 

Examples:

Offering a bribe: – You offer a potential client tickets to a major sporting event, but only if they agree to do business with us. This would be an offence as you are making the offer to gain a commercial and contractual advantage. We may also be found to have committed an offence because the offer has been made to obtain business for us. It may also be an offence for the potential client to accept your offer.

Receiving a bribe: – A supplier gives your nephew a job, but makes it clear that in return they expect you to use your influence in our organization to ensure we continue to do business with them. It is an offence for a supplier to make such an offer. It would be an offence for you to accept the offer as you would be doing so to gain a personal advantage.

Bribing a foreign official: – You arrange for the business to pay an additional payment to a foreign official to speed up an administrative process, such as clearing our goods through customs. The offence of bribing a foreign public official has been committed as soon as the offer is made. This is because it is made to gain a business advantage for us. We may also be found to have committed an offence.

Gifts and hospitality

This policy does not prohibit normal and appropriate hospitality (given and received) to or from third parties.

The giving or receipt of gifts is not prohibited, if the following requirements are met:

  • it is not made with the intention of influencing a third party to obtain or retain business or a business advantage, or to reward the provision or retention of business or a business advantage, or in explicit or implicit exchange for favors or benefits
  • it complies with local law
  • it does not include cash or a cash equivalent (such as gift certificates or vouchers)
  • it is appropriate in the For example, small gifts with a maximum value of US$ 25.00 to be given at Christmas time or at other times as appropriate under the circumstances and in compliance with this policy
  • taking into account the reason for the gift, it is of an appropriate type and value and given at an appropriate time
  • it is given openly, not secretly
  • gifts should not be offered to, or accepted from, government officials or representatives, or politicians or political parties, without our prior approval

We appreciate that the practice of giving business gifts varies between countries and regions and what may be normal and acceptable in one region may not be in another. The test to be applied is whether in all the circumstances the gift or hospitality is reasonable and justifiable. The intention behind the gift should always be considered.

What is not acceptable?

It is not acceptable for you (or someone on your behalf) to:

  • give, promise to give, 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
  • give, promise to give, or offer, a payment, gift or hospitality to a government official, agent or representative to “facilitate” or expedite a routine procedure
  • accept payment from a third party that you know or suspect is offered with the expectation that it will obtain a business advantage for them
  • accept 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
  • threaten or retaliate against another worker who has refused to commit a bribery offence or who has raised concerns under this policy
  • engage in any activity, or give the appearance of engaging in any activity, that might lead to a breach of this policy
Facilitation payments and kickbacks

We do not make, and will not accept, facilitation payments or “kickbacks” of any kind.

If you are asked to make a payment on our behalf, you should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. You should always ask for a receipt which details the reason for the payment. If you have any suspicions, concerns or queries regarding a payment, you should raise these with us.

Kickbacks are typically payments made in return for a business favor or advantage. All workers must avoid any activity that might lead to, or suggest, that a facilitation payment or kickback will be made or accepted by us.

Donations

Employees are not permitted to offer or make any political or charitable donations without our prior approval.

Potential risk scenarios: “red flags”

The following is a list of possible red flags that may arise during the course of you working for us and which may raise concerns under various anti-bribery and anti-corruption laws. The list is not intended to be exhaustive and is for illustrative purposes only.

If you encounter any of these red flags while working for us, you must report them promptly:

  • you become aware that a third party engages in, or has been accused of engaging in, improper business practices
  • you learn that a third party has a reputation for paying bribes, or requiring that bribes are paid to them
  • a third party insists on receiving a commission or fee payment before committing to sign up to a contract with us
  • a third party requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made;
  • a third party requests that payment is made to a country or geographic location different from where the third party resides or conducts business;
  • a third party requests an unexpected additional fee or commission to “facilitate” a service
  • a third-party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services
  • a third party requests a payment is made to “overlook” potential legal violations
  • a third party requests that you provide employment or some other advantage to a friend or relative; you receive an invoice from a third party that appears to be non-standard or customized
  • a third party insists on the use of side letters or refuses to put terms agreed in writing
  • you notice that we have been invoiced for a commission or fee payment that appears large given the service stated to have been provided
  • a third party requests or requires the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to us
  • you are offered an unusually generous gift or offered lavish hospitality by a third party
Your responsibilities

You must ensure that you read, understand and comply with this policy.

The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for us or under our control. All workers are required to avoid any activity that might lead to, or suggest, a breach of this policy.

You must notify us as soon as possible if you believe or suspect that a conflict with this policy has occurred or may occur in the future. For example, if a client or potential client offers you something to gain a business advantage with us or indicates to you that a gift or payment is required to secure their business.

Any employee who breaches this policy will face disciplinary action, which could result in dismissal for gross misconduct. We reserve our right to terminate our contractual relationship with other workers if they breach this policy.

Record-keeping

We must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties.

You must declare and keep a written record of all hospitality or gifts accepted or offered, which will be subject to managerial review.

You must ensure all expenses claims relating to hospitality, gifts or expenses incurred to third parties are submitted in accordance with our expenses policy and specifically record the reason for the expenditure.

 

All accounts, invoices, memoranda and other documents and records relating to dealings with third parties, such as clients, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness. No accounts must be kept “off-book” to facilitate or conceal improper payments.

How to raise a concern

You are encouraged to raise concerns about any issue or suspicion of malpractice at the earliest possible stage. If you are unsure whether a particular act constitutes bribery or corruption, or if you have any other queries, these can be raised through various channels within the Company based on your comfort level, including with your line manager, Human Resources or, as more fully outlined in section 2.2 of the Employee Handbook regarding the Ethics Hotline, via the neutral, anonymous, secure, international employee feedback management platform AllVoices. To make a report through AllVoices, please use this link: avispl.allvoices.co

 

Along with the protections identified below, the Company prohibits retaliation against an employee for reporting or complaining about behaviors they believe in good faith may arise to a violation of this policy. Retaliation against an employee for reporting a potential policy violation may result in disciplinary action up to and including employment termination subject to local law limitations. Any employee who knowingly makes a false report of a violation of this policy or knowingly provides false information through the AllVoices platform or in the course of an investigation related to the report will be subject to disciplinary action up to and including employment termination. subject to local law limitations.

The Company trusts that all employees will act in a responsible manner to establish a working environment free of retaliation.

What to do if you are a victim of bribery or corruption

It is important that you tell us as soon as possible if you are offered a bribe by a third party, are asked to make one, suspect that this may happen in the future, or believe that you are a victim of another form of unlawful activity.

Protection

Workers who refuse to accept or offer a bribe, or those who raise concerns or report another’s wrongdoing, are sometimes worried about possible repercussions. We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken.

We are committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in bribery or corruption, or because of reporting in good faith their suspicion that an actual or potential bribery or other corruption offence has taken place, or may take place in the future. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavorable treatment connected with raising a concern. If you believe that you have suffered any such treatment, you should inform us immediately. If the matter is not remedied, and you are an employee, you should raise it formally using our Grievance Procedure.

 

ADDENDUM FOR FURTHER INFORMATION
ANTI-CORRUPTION/ANTI-BRIBERY STATUTES APPLICABLE TO AVI-SPL GLOBAL OPERATIONS

AMERICAS:

United States:  Foreign Corrupt Practices Act of 1977, 15 U.S.C. §§ 78dd-1, et seq.

Canada:  Corruption of Foreign Public Officials Act (S.C. 1998, c. 34); Criminal Code

Mexico:  Federal Criminal Code (Código Penal Federal) and the criminal codes of several states, General Administrative Liabilities Law (Ley General de Responsabilidades Administrativas), the Asset Forfeiture Law (Ley de Extinción del Domino) and the National Anti-corruption System

Colombia:  Law 1474; the Criminal Code, Art. 405-407

Peru:  Legislative Decree No. 1385; Law No. 30424

Chile:  Chilean Criminal Code (Articles 248 to 251 ter), Law 20,393; Law 21, 121

Argentina:  Corporate Criminal Liability Law 27,401

UK & EMEA:

United Kingdom:  UK Bribery Act

Ireland:  Corruption Act; Criminal Justice Act

Germany:  Sec. 299 of the German Criminal Code (StGB)

Spain:  Section 424 of the Spanish Criminal Code

Switzerland:  Criminal Code articles 322octies to 322novies

Dubai (UAE):  Penal Code sec. 275-281

ASIA:

Japan:  Unfair Competition Prevention Act; Penal Code Articles 197 & 198

Hong Kong:  The Prevention of Bribery Ordinance (Cap. 201) (POBO)

Singapore:  Prevention of Corruption Act 1960 (PCA)

India:  Prevention of Corruption Act, 1988 (POCA)

Last updated: 27 March 2025