Partner Compliance

Anti-Corruption Policy

Employees or anyone acting on Pimsoft’s behalf including partners and contractors should avoid situations that may involve a conflict of interest between their personal interests and the interests of Pimsoft. When conducting business with current or potential clients, suppliers and competitors, everyone should act in the best interest of Pimsoft to the exclusion of personal advantage.

Anti-Corruption Policy and FCPA

Pimsoft will conduct every business transaction (including without limitation, operations, negotiations, and marketing) with integrity in an ethical manner and in compliance with:

  1. the laws and regulations of the United States, particularly the provisions of the Foreign Corrupt Practices Act (“FCPA”);
  2. the laws and regulations of each foreign country in which Pimsoft operates or is looking to operate.

The provisions of this policy apply to all directors, officers and employees of Pimsoft and its subsidiaries worldwide.

In addition, Pimsoft will require independent third parties who represent Pimsoft (such as partners, sales agents, resellers, consultants, and contractors) to conduct themselves in a manner consistent with this policy statement.

All employee and third parties should remain vigilant in watching for, avoiding and reporting to the Legal Department of Pimsoft any questionable transactions.

Failure to comply with this policy may result in significant civil and criminal penalties for Pimsoft and the individuals involved and is cause for disciplinary action against such individuals, up to and including termination.

Summary of FCPA Provisions

The Foreign Corrupt Practices Act is a US federal law:

  1. prohibiting payment of bribes (broadly defined) to foreign officials, and
  2. requiring companies to keep accurate books and records.

Under the FCPA’s anti-bribery provisions, Pimsoft, its officers, employee and agents are prohibited from giving, offering, or promising anything of value to any foreign (non-U.S.) official, with the intent to obtain or retain business or any other advantage.

The following concepts are essential to understanding the scope of the prohibition and should be interpreted broadly:

  1. Companies may be held liable for violating the anti-bribery provisions of the FCPA whether or not they took any action in the U.S. Thus, a U.S. company can be liable for the conduct of its overseas employee or agents, even if no money was transferred from the U.S. and no U.S. person participated in any way in the foreign bribery.
  2. A “foreign official” means any officer or employee of a foreign government, regardless of rank, employee of government-owned or government-controlled businesses, foreign political parties, party officials, candidates for political office, and employee of public international organizations (such as the United Nations or World Bank). This can include an operator employee where the operator is a national oil company in the country of operations.
  3. “Giving, offering or promising” includes direct and indirect payments, gifts, offers, or promises. Even if the improper payment is not consummated, just offering it violates the FCPA. Likewise, instructing, authorizing, or allowing a third party to make a prohibited payment on Pimsoft’s behalf, ratifying a payment after the fact, or making a payment to a third party knowing or having reason to know that it will likely be given to a government official constitute FCPA violations.
  4. “Anything of value” includes not only cash and cash equivalents, but also gifts, entertainment, travel expenses, accommodations, and anything else of tangible or intangible value.
  5. “To obtain business or any advantage” includes for example a reduction in taxes, a favorable change in regulations, tolerance of non-compliance with local rules, or other favors or preferential treatment. The business to be obtained or retained does not need to be with a foreign government or foreign government instrumentality.

Implementation Procedure

Below are implementation guidelines for commonly occurring situations:

  1. No offer, payment, promise to pay or authorization to pay or provide any money, gifts or anything of value will be made by or on behalf of Pimsoft to:
    1. Any foreign official, regardless of rank; or
    2. Any person, while knowing or being aware of a high probability that all or a portion of any payment will be offered, given or promised, directly or indirectly, to a foreign official.
  2. No facilitating payments shall be made.
  3. Pimsoft will require independent third parties who represent Pimsoft to conduct themselves in a manner consistent with this Policy.
  4. Pimsoft will exercise care in selecting such third parties by employing only reputable entities and will pay only reasonable compensation for the services provided.
  5. Pimsoft shall not make contributions to political parties or committees or to individual politicians.
  6. In no instance, may employees or agents make a donation payment at the behest of a foreign official or to an organization affiliated with a foreign official or his close relatives without first obtaining approval from the management of Pimsoft. If a donation is made, it must be accurately described in Pimsoft’s books and records.
  7. No expenses relating to foreign business will be reimbursed to persons or companies assisting Pimsoft in obtaining or retaining such business unless such expenses are approved by Pimsoft and supported by reasonable written documentation.
  8. All hospitality offered on behalf of Pimsoft must be directly related to Company business, i.e., the sale of its products and services or otherwise directly in support of Pimsoft’s business interests. Hospitality in all cases must be reasonable in amount, must be offered in good faith only in connection with the promotion, demonstration or explanation of company products or services or the execution or performance of a contract with a foreign government or agency thereof, and must be lawful under applicable local law. In no event, may any hospitality be offered or provided in return for any favor or benefit to Pimsoft or to influence improperly any official decision. Consider that the cumulative effect of frequent hospitality may give rise to the appearance of impropriety.
  9. Cash gifts to foreign officials are not permitted under any circumstances. Per diem payments to foreign officials are similarly prohibited.
  10. Promotional items of nominal value of $50 or less, such as coffee mugs, calendars, or similar items, or items displaying Pimsoft logo that are distributed for advertising or commemorative purposes, or gifts of nominal value on customary holidays are permitted.
  11. In the event Pimsoft is responsible for the airfare or lodging expenses of a foreign official, itineraries and any other supporting documentation shall be maintained. In no case, will payment or reimbursement be made directly to the individual official incurring the expense; such payment or reimbursement shall only be made directly to the service provider (i.e. the airline) or the foreign government or agency involved. Expenses beyond what is reasonably necessary for the business purpose, including lavish accommodations or expenses for spouses and children, are not permitted and will not be approved.
  12. In all cases that entertainment, gifts, or travel expenses are approved, the expenses must be supported by receipts and accurately recorded in Pimsoft’s books.

Record Keeping

Under the FCPA, companies are required to: “Make and keep books, records, and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets” of Pimsoft. “Records” includes virtually all forms of business documentation, including accounts, correspondence, memorandums, tapes, discs, papers, books, and other documents or transcribed information of any type.

Penalties & Fines

Criminal and civil penalties may be assessed against both individuals (including jail time) and companies that violate FCPA.

More Information

For further details about FCPA and guidelines, consult the Resource Guide to the U.S. Foreign Corrupt Practice Act at http://www.sec.gov/spotlight/fcpa/fcpa-resource-guide.pdf

Business Courtesies or “Perks”

Pimsoft does not wish to gain any advantage through the improper use of business courtesies. Offering, giving, soliciting or receiving any form of bribe, kickback or under the-table payment is strictly prohibited. It is neither appropriate nor tolerable to accept cash or cash equivalent gifts from suppliers or clients. Employees should report any business courtesy or perk offered and/or received to their immediate supervisor. Failure to do so will result in disciplinary action up to and including termination.

Outside Employment Policy

Any employee member who is engaged in or is planning to engage in outside employment shall request clearance from their immediate supervisor to attain approval for current or planned outside employment. If the Company determines that an employee’s outside work interferes with performance or the ability to meet the requirements of Pimsoft as they are modified from time to time, the employee may be asked to terminate the outside employment if they wish to remain employed by the Company. Outside employment will present a conflict of interest if it has any type of negative impact or a potentially negative impact on Pimsoft.

Reporting Integrity

Company financial reports, accounting records, sales and expense reports, time sheets and other company-related documents must always accurately represent the facts or the true nature of transactions. Any improper or fraudulent accounting, documentation or reporting is a direct conflict with the practices of Company policy and will not be tolerated and may be considered an infraction of the law. Intentional misrepresentation, misclassif¬ication and/or misreporting of any kind would be an example of unacceptable reporting practices. Failure to abide by the policy on Conflict of Interest will result in disciplinary action up to and including immediate dismissal.

Solicitation

To avoid work disruptions and possible discord between employees, Pimsoft prohibits employees from soliciting by use of, or distributing, non-business related literature of any kind during scheduled work time in Company work areas. The term “work areas” means areas where employees are actually supposed to be performing work for or on behalf of Pimsoft. The term “work time” means when employees are actually supposed to be performing work for, or on behalf of, Pimsoft.

Examples of solicitation include:

  1. The collection of money, goods or gifts for youth, recreational and/or religious groups;
  2. The collection of money, goods or gifts for political groups;
  3. The sale of goods, services, raffles or subscriptions outside the scope of official Company business;
  4. The circulation of petitions; and
  5. The solicitation of membership fees or dues.

Employees are strictly prohibited from using Pimsoft provided equipment in connection with any solicitation or literature distribution activities when on duty. For purposes of this restriction, Pimsoft-provided equipment includes, but is not limited to, telephones including voicemail, computers including e-mail and copy or fax machines.

Employees who violate this policy are subject to immediate discipline, up to and including termination of employment.

Please contact your supervisor if you have any questions.

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