BCC Directives
BCC Directives
This document from an integral part of the WeEn Business Code of Conduct, which is applicable to WeEn B.V. and its subsidiary companies.
April 2016
I. Gifts
The acceptance of gifts or personal favors of commercial value is not acceptable. It is to be made clear to third parties that personal favors can only influence the business relationship negatively and that business decisions are based solely on benefits to the Company and not on considerations of past or future personal gain. In general, a gift (the value of which does not exceed EUR 100) may be accepted if there is no reasonable likelihood that it will influence your judgment or actions in performing duties for WeEn. When refusing a gift would be discourteous, the accepted gift must be promptly turned over to the compliance officer. WeEn usually donates such gifts to charitable institutions. Promotional items of nominal value, for instance such as small items bearing another company’s name, can be accepted. If you have any doubts in a given situation, please discuss with your management or the compliance officer.
Some other guidelines regard to gifts:
■ Personal financial assistance of any kind provided by a supplier or another business contact, other than a financial institution acting in the ordinary course of business, is prohibited.
■ Attendance at sport events, restaurants, bars, shows, etc. as the guest of a business contact is permissible only up to two times a year per business contact and only if the hosting company representative is present.
■ Travel and overnight accommodation paid for by a (potential) supplier is not allowed.
2. Engagement Outside WeEn
■ WeEn expects its employees to be fully dedicated to the proper fulfillment of their jobs and to avoid any (potential) conflict of their personal or business activities and financial interests with such commitment. Any engagement outside WeEn and any financial interest (direct or indirect such as via a family member or acquaintance) which could give rise to a conflict of interest should always be promptly disclosed to the next level of management.
■ Financial reward received for services rendered to third parties should be transferred to the Company. However, if the service in question is rendered largely in the employee’s own private time, management may grant the employee permission to retain all or part of the compensation. The same applies to the compensation received in respect of part-time academic posts held. This provision does not apply to compensation for services rendered by a person in his private time, which are not related in any manner to his professional activities for WeEn.
3. Payments to Third Parties
General
Any payment for a company’s products or services must be made to the company, not to an individual. All payments must be properly and fairly recorded in appropriate books of account available for inspection by internal Audit. There must be no’ off the books’ or secret accounts. No payments channeled through an Agent should be intended for the Agent itself.
Cash payments are not permitted; all payments should be made to a bank account designated in writing. Payments to a so-called numbered account with a bank are not permitted. WeEn only makes payment to the provider of goods or services received. A request to divert a payment to an entity or person offshore shall always be rejected.
Commission Payments
Commission Payments to third parties is a difficult and complex topic to be addressed exhaustively in specific guidelines. The objective is to make sure that the hard rule laid down in the Business Code of Conduct on the prohibition of bribes in any form is not circumvented by commission payments.
Against this background, the acceptability of a commission payment has to be determined on the basis of a thorough evaluation and assessment, by responsible management, of all relevant information in respect of the proposed commission as well as the third party to whom it is to be paid. In this respect, it is recommended that BU management consult with country management. Consultation of the Legal department is required to determine whether the proposed payment, and the contract in respect thereof, complies with local and international laws and regulations and with the Business Code of Conduct. In the event of reasonable doubt as to such compliance, and if this doubt cannot be eliminated by a higher management, the payment should not be made, and the contract should not be made, and the contract should not be concluded. Any commission payment to a third party should be justified by clear and demonstrable services rendered by that party to WEEN. As the commission payment may also cover part of the activities that are generally included in cost of sales, the level of the commission may vary from country to country. In this respect it is recommended that management compare the selling price of the order with quotations offered by competitors. If the WEEN price differs substantially from that of the competitors, management has to make sure that the difference is not due to a difference in the amount of commission to be paid.
A commission payment equaling a double-digit percentage is not acceptable, except in the event of extreme circumstances and without prejudice to the above.
Agents, Distributors, Commissioners
The remuneration of an Agent may not exceed the normal and reasonable commercial rates for the legitimate service rendered by the Agent. An Agent shall be appointed by virtue of a service contract in writing, which shall always incorporate a reference to the Business Code of Conduct.
All such contracts shall be registered with the BU management in the country. The background of the Agent must be reviewed thoroughly by the person proposing the Agent in close cooperation with the country management; evidence of such review must be available in the file.
An Agent may not be a Government official. A record will be maintained of the names and terms of engagement of all Agents. The record with all relevant information about the Agents is kept at the commercial department and WEEN Legal and is available for inspection by Internal Audit at any time.
4. Facilitating Payments
Facilitating payments are small payments made in money or in kind which have to be made, in accordance with publicly known and widely followed local customs and practice, in connection with the performance, by officials in documentation, customs clearance and other matters, of their normal duties. A characteristic of facilitating payments is that the service obtained as the result of such payment represents the legitimate function of the official concerned and does not render undue advantage to the payer in comparison with other companies.
Facilitating payments do not fall within the scope of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. In some countries, however, the legislation to implement the Convention also covers facilitating payments, as a consequence whereof an officer (or, under certain circumstances, the company) who has made such payments abroad, could be prosecuted in his home country. In general, WeEn is opposed to the making of facilitating payments. The Company will promote measures to eliminate such practices; at all events applicable laws and regulations should be complied with.
5. Relations with Political Parties and Politicians
WeEn companies shall not pay advisory fees, make payments or donations, in money or in kind, to political parties, political organizations or individual politicians. Subject to applicable laws and regulations, exceptions to this prohibition may be made - where legally permissible – only exceptional cases where payments or donations are made, all requirements regarding public disclosure of such payments or donations shall be complied with in full.
6. Money Laundering
WeEn will not participate in “money laundering” by entering any arrangement which is known or there is reason to suspect that it will be used to facilitate any acquisition, retention, use or control of any property or money intended to disguise the proceeds of crime. An employee who suspects a situation of money laundering shall inform the WeEn Compliance Officer.
