Anti-Bribery and Anti-Corruption
Anti-Bribery and Anti-Corruption
The Company is committed to conducting business in accordance with all applicable laws, rules and regulations and the highest ethical standards. This commitment requires the Company and its employees to comply with the provisions of China relevant anti-bribery anti-corruption laws and regulations, United States Foreign Corrupt Practices Act (the “FCPA”), the Canada Corruption of Foreign Public Officials Act (the “COFPA”), the United Kingdom Bribery Act (the “Bribery Act”) and other anti-bribery and anti-corruption laws, rules and regulations applicable in countries where CSI Solar carries on business.
Generally, "bribery" is the offer, promise or payment of cash, gifts and other inducements or favours to a person in a position of authority or trust to influence that person’s views or conduct or to obtain an improper advantage; and "corruption" is the misuse of public or entrusted power for private profit or gain. Bribery and corruption can take many forms, including cash payments, phony jobs or consulting arrangements, kickbacks, political or charitable contributions, social benefits, and gifts, travel, hospitality and reimbursement of expenses.
The Company has adopted the ABAC Policies to ensure full compliance with all applicable anti-bribery and anti-corruption laws, rules and regulations and provide guidelines for such compliance.
The consequences of violations of anti-bribery and anti-corruption laws, rules and regulations are severe both for the Company and the individuals involved. They can involve both civil and criminal prosecution and significant penalties, including fines and imprisonment.
Employees who violate the ABAC Policies or have direct knowledge of a possible violation of the ABAC Policies and fail to report it to Company management or mislead or hinder any investigation of a possible violation of the ABAC Policies will be subject to disciplinary action, including termination of employment.
Gifts and Entertainment Expenses
The giving and receiving of gifts is a common business practice. Appropriate business gifts and entertainment are welcome courtesies designed to build relationships and understanding among business partners. However, gifts and entertainment must not compromise, or appear to compromise, your ability to make objective and fair business decisions. It is your responsibility to use good judgment in this area.
The Company has adopted two policies dealing with gifts and entertainment expenses given or received: Anti-Bribery and Anti-Corruption Policy – Prohibition against Giving Bribes to Third Parties including Government Officials and Anti-Bribery and Anti-Corruption Policy – Prohibition against Accepting Bribes from Third Parties (the "ABAC Policies"), copies of which may be obtained from the Compliance Officer. Employees must comply with these policies.
You should make every effort to refuse or return a gift that does not comply with the ABAC Policies. If it would be inappropriate to refuse a gift or you are unable to return a gift, you should promptly report the gift to your supervisor. Your supervisor will bring the gift to the attention of the Compliance Officer who may require you to donate the gift to an appropriate community organization. If you have any questions about whether it is permissible to accept a gift or something else of value, contact your supervisor or the Compliance Officer for additional guidance.
Prohibition against Giving Bribes to Third Parties including Government Officials
This Policy applies to all directors, officers and employees of the Company (collectively, Employees). It also applies to all third parties who act for or on behalf of the Company, including a supplier of goods or services to the Company which subcontracts its obligations to the Company to a third party (collectively, "Agents").
No Employee or Agent shall, directly or indirectly through a third party, offer, promise, pay or authorize the payment of anything of value to any person, including a government official, for the purpose of inducing that person to act or fail to act in a manner that will assist the Company to obtain or retain business or any other advantage.
The term "anything of value" includes cash, gifts, meals, travel and entertainment, excessive business promotion activities, covering or reimbursing expenses, relief of indebtedness, political or charitable contributions, investment opportunities, subcontracts and similar items.
The term "government official" includes an officer or employee or other person acting for or on behalf of (a) a government or any department, agency or instrumentality of a government, including an entity owned or controlled by the government, (b) a public international organization and (c) a political party, including a candidate for public office.
For clarity and without limiting the foregoing, no Employee or Agent shall:
(a) invite any person, including a government official, to an organized event for the purpose of inducing that person to act or fail to act in a manner that will assist the Company to obtain or retain business or any other advantage; or
(b) offer, promise or agree to sponsor any event for the purpose of inducing a person to act or fail to act in a manner that will assist the Company to obtain or retain business or any other advantage.
Exceptions
The Company generally prohibits offering, promising, authorizing or giving gifts to government officials. Gifts may be given to government officials only if the giving of the gift (a) has been approved in advance by the Chief Compliance Officer or his nominee, (b) is lawful under the written laws of the country of the government official and the guidelines of the applicable governmental department, agency or instrumentality and (c) complies with this Policy, including, without limitation, the Additional Gift Conditions (defined below).
Gifts may be offered, promised, authorized or given to persons other than government officials only if the giving of the gift (a) has been approved in advance in accordance with the Company’s Delegation of Authority, (b) complies with applicable local laws and (c) complies with this Policy, including, without limitation, the Additional Gift Conditions.
No person shall be given a gift more than five times in any one year; provided that, in the case of Namibia, the limit is one time in any one year.
Subject to the foregoing, an Employee may give a gift to a person if the following conditions (the “Additional Gift Conditions”) are satisfied:
(a) the gift not intended to induce the person to act or fail to act in a manner that will assist the Company to obtain or retain business or any other advantage;
(b) the gift is a bona fide promotion, courtesy, token of esteem or goodwill expenditure;
(c) the gift is not in the form of cash or cash-equivalent (such as a gift card that can be used to make purchases at the holder's discretion);
(d) the gift is of nominal value and customary for the country involved and appropriate for the occasion;
“nominal value” means that the value of the gift is not greater than the limit set out in Schedule A.
(e) the gift is not a luxury item or could be construed as a luxury item (eg, hairy crabs, silk, premium brand tobacco and tea leaves);
(f) the gift is presented openly with complete transparency; and
(g) the expense of the gift is accurately and truthfully recorded in the Company’s books and records.
The Company generally prohibits offering, promising, paying or authorizing the payment of the meal and entertainment expenses of government officials. The meal and entertainment expenses of government officials may be paid only if the payment (a) has been approved in advance by the Chief Compliance Officer or his nominee, (b) is lawful under the written laws of the country of the government official and the guidelines of the applicable governmental department, agency or instrumentality and (c) complies with this Policy, including, without limitation, the Additional Meal Conditions (defined below).
The meal and entertainment expenses of persons other than government officials may be paid only if the payment (a) has been approved in advance in accordance with the Company’s Delegation of Authority, (b) complies with applicable local laws and (c) complies with this Policy, including, without limitation, the Additional Meal Conditions.
The meal and entertainment expenses of any person shall not be paid more than five times in any one year; provided that, in the case of Namibia, the limit is one time in any one year.
Subject to the foregoing, an Employee may pay meal and entertainment expenses of a person if the following conditions (the “Additional Meal Conditions”) are satisfied:
(a) the payment is bona fide and related to a legitimate business purpose (ie, related to the promotion, demonstration or explanation of products or services or related to performance of contracts);
(b) no quid pro quo is involved (ie, the payment is not intended to induce the person to act or fail to act in a manner that will assist the Company to obtain or retain business or any other advantage);
(c) the expenses are nominal in amount and customary for the country involved and appropriate for the occasion; and “nominal in amount” means that the expenses are not greater than the limit per person set out in Schedule A.
(d) the expenses are accurately and truthfully recorded in the Company’s books and records.
The Company generally prohibits offering, promising, paying or authorizing the payment of the travel and lodging expenses of government officials. The travel and lodging expenses of government officials may be paid only if the payment (a) has been approved in advance by the Chief Compliance Officer or his nominee, (b) is lawful under the written laws of the country of the government official and the guidelines of the applicable governmental department, agency or instrumentality and (c) complies with this Policy, including, without limitation, the Additional Travel Conditions (defined below).
The travel and lodging expenses of persons other than government officials may be paid only if the payment (a) has been approved in advance by the Chief Compliance Officer or his nominee, (b) complies with applicable local laws and (c) complies with this Policy, including, without limitation, the Additional Travel Conditions.
Subject to the foregoing, an Employee may pay the travel and lodging expenses of a person if the following conditions (the “Additional Travel Conditions”) are satisfied:
(a) the payment is bona fide and related to a legitimate business purpose (ie, related to the promotion, demonstration, or explanation of products or services or related to performance of contracts);
(b) no quid pro quo involved (ie, the payment is not intended to induce the person to act or fail to act in a manner that will assist the Company to obtain or retain business or any other advantage);
(c) the expenses are reasonable in amount;
(d) the Company does not select the persons who will travel;
(e) the expenses do not include side trips for leisure;
(f) the arrangements and accommodations are modest (eg, economy airfare and modest per diem); and
(g) the expenses are accurately and truthfully recorded in the Company's books and records.
The expenses for organizing an event may be paid only if (a) the event has been approved in advance by the Chief Compliance Officer or his nominee and (b) the expenses have been approved in advance by the Chief Compliance Officer or his nominee.
Generally, the Chief Compliance Officer or his nominee will approve the expenses of organizing an event if:
(a) the expenses relate directly to the event; 6 This is the English translation of the Chinese version, in case of any discrepancy, the Chinese version shall prevail.
(b) the expenses are not for leisure or entertainment;
(c) the expenses are supported by documents, receipts and/or invoices of the service provider not a third party assisting with the event organization; and
(d) the expenses are not for the travel expenses of a person who resides in the same city where the event is being held.
The expenses of organizing an event shall be accurately and truthfully recorded in the Company’s books and records.
The expenses for sponsoring an event may be paid only if (a) the event has been approved in advance by the Chief Compliance Officer or his nominee and (b) the expenses have been approved in advance by the Chief Compliance Officer or his nominee.
The expenses for sponsoring an event shall be accurately and truthfully recorded in the Company’s books and records.
Prohibition against Accepting Bribes from Third Parties
This Policy applies to all directors, officers and employees of the Company (collectively, Employees). It also applies to all third parties who act for or on behalf of the Company, including a supplier of goods or services to the Company which subcontracts its obligations to the Company to a third party (collectively, “Agents”).
No Employee or Agent shall, directly or indirectly through a third party, request, accept or agree to accept anything of value from a third party in exchange for improper performance or the expectation of improper performance of the Employee’s or Agent’s duties or responsibilities with the Company.
The term "anything of value" includes cash, gifts, meals, travel and entertainment, excessive business promotion activities, covering or reimbursing expenses, political or charitable contributions, investment opportunities, subcontracts and similar items.
An Employee's or Agent's duties and responsibilities with the Company will be considered to have been "improperly performed" if the expectation that the Employee or Agent will act impartially and in good faith in the performance of his or her duties and responsibilities has been compromised in any way or the Employee or Agent has performed his or her duties and responsibilities in a manner that is consistent with that which would reasonably be expected from a person in a position of power or trust.
Exceptions
The following will not be considered to compromise the expectation that an Employee will act impartially and in good faith in the performance of his/her duties and responsibilities.
An Employee may accept a gift from a third party if the gift is:
(a) not intended to induce the Employee to act in a manner that is not impartial and in good faith in the performance of his or her duties and responsibilities;
(b) a bona fide promotion, courtesy, token of esteem or goodwill expenditure;
(c) not in the form of cash;
(d) of nominal value (on both an individual and aggregate basis) and the value is (1) customary for the country involved and appropriate for the occasion and (2) complies with the Company’s rules set out below;
(e) presented openly with complete transparency; and
(f) except for promotional materials with logos having a value of less than RMB 160 (US$25), accurately recorded in the Company’s registry of gifts and benefits received.
Gifts having a value of more than RMB 1,600 (US$250) must be approved in advance by the Chief Compliance Officer or his nominee. Gifts having a value of RMB 1,600 (US$250) or less but more than RMB 320 (US$50) must be approved in advance by an Employee’s supervisor following notice to the applicable regional financial director.
Any gift which requires approval and is not approved must be refused or returned. If an Employee is unable to refuse or return a gift for any reason (eg, because it would be inappropriate to do so), the Employee must report the gift to the Employee’s supervisor, who will advise the Compliance Officer of receipt of the gift. The Compliance Officer will establish rules for dealing with such gifts, including requiring the Employee to donate the gift to an appropriate community organization.
An Employee may permit a third party to pay the expenses associated with meal and entertainment benefits enjoyed by the Employee if:
(a) the payment is bona fide and related to a legitimate business purpose (ie, related to the promotion, demonstration or explanation of products or services or related to performance of contracts);
(b) no quid pro quo is involved (ie, the payment is not being made in exchange for the improper performance or the expectation of the improper performance of the Employee’s or Agent’s duties and responsibilities with the Company);
(c) the expenses are (1) reasonable in amount and (2) payment complies with the Company’s rules set out below; and
(d) the payment is accurately recorded in the Company’s registry of gifts and benefits received.
Payment of meal and entertainment expenses of more than RMB 1,600 (US$250) per person per expense must be approved in advance by the Chief Compliance Officer or his nominee. Payment of meal and entertainment expenses of RMB 1,600 (US$250) or less but more than RMB 320 (US$50) must be approved in advance by an Employee's supervisor following notice to the applicable regional financial director.
An Employee may permit a third party to pay the expenses associated with travel and lodging benefits enjoyed by the Employee if:
(a) the payment is bona fide and related to a legitimate business purpose (ie, related to the promotion, demonstration, or explanation of products or services or related to performance of contracts);
(b) no quid pro quo is involved (ie, the payment is not being made in exchange for the improper performance or the expectation of the improper performance of the Employee’s or Agent’s duties and responsibilities with the Company);
(c) the expenses are (1) reasonable in amount and (2) payment complies with the Company’s rules set out below;
(d) the Company selects the persons who will travel;
(e) the expenses do not include side trips for leisure;
(f) the arrangements and accommodations are in compliance with the Company’s travel and lodging policy; and
(g) the payment is accurately recorded in the Company’s registry of gifts and benefits received.
Payment of travel and lodging expenses must be approved in advance by the Chief Compliance Officer or his nominee.
Frequently Asked Questions
You should disclose this information to the compliance manager. Does this mean that there is a conflict? Not necessarily.
Whether it is an actual conflict depends on your position and whether the position has any agency or autonomy over the Canadian Solar EMEA MSS relationship. You should also have your spouse/partner disclosure this fact to their employer.
There is no need to report this per se, but more importantly, what you should make sure not to do is interfere with the hiring process or advocate for that new-hire because you want to secure the CEO's business. Giving the CEO's son a job because you believe it would secure his business is not acceptable and could be illegal.