SUMMARY

 

Summary of main principles:

 

Yuki Sepre 24 believes in a free market for the provision of our services, in a free and fair competitive environment. Consequently, within the Yuki Sepre 24 business, there is zero tolerance for any type of bribes, facilitation payments or other improper benefits contrary to the Code, this policy, local laws and regulations, industry standards or ethical codes in the countries in which we operate.

Summary of main changes since last revision:

 

This is the first Anti-corruption Policy in the new Policy Template. This version of the Policy is based on GPG chapter 5.9 version date 2014-05-05.

1.                 BACK GROUND AND PURPOSE

Yuki Sepre 24 Values and Ethics (the “Code”) sets out principles for business ethics that all Yuki Sepre 24 entities, employees and directors (for the purpose of this policy jointly referred to as “Yuki Sepre 24 Companies and Professionals”) are required to follow. The Code sets out main principles for, among other things, fair competition and anti-trust, anti-bribery and anti-corruption (including principles for entertainment and acceptable gifts), money laundering and conflicts of interest.

The purpose of this policy is to further develop the principles for appropriate and ethical conduct with regard to matters of anti-corruption, entertainment and gifts as well as certain forms of conflicts of interest. This policy complements local legislation applicable to the Yuki Sepre 24 business in all parts of the world. All Yuki Sepre 24 Companies and Professionals are of course required to abide by both local laws, the Code and this policy. Breach of this policy is, however, not necessarily also a breach of the local laws or regulations.

2.                 MAIN TEXT OF THE POLICY

Principles for anti-corruption: zero tolerance

 

Yuki Sepre 24 believes in a free market for the provision of our services, in a free and fair competitive environment. Consequently, within the Yuki Sepre 24 business, there is zero tolerance for any type of bribes, facilitation payments or other improper benefits contrary to the Code, this policy, local laws and regulations, industry standards or ethical codes in the countries in which we operate.

Non-compliance with this policy and local laws and regulations may have very serious consequences for Yuki Sepre 24 as a Group as well as for all Yuki Sepre 24 Companies and Professionals themselves. Violations of this policy and the Code are therefore never in the interest of Yuki Sepre 24 and reporting all such practices as well as offers or requests to provide any improper benefits will always serve the Yuki Sepre 24 Group’s best interest.

In order to avoid even the suggestions of unlawful or unethical behaviour, Yuki Sepre 24 Companies and Professionals shall, at all times, exercise good judgment and make every effort to avoid situations which may lead to an impression or even a suspicion of corrupt behaviour.

Anti-corruption legislation in certain countries has extra-territorial reach, meaning that it also applies to acts performed outside of the country that enacted the rules. Examples of such legislation are the US Foreign Corrupt Practices Act (the FCPA) and the UK Bribery Act.  As Yuki Sepre 24 conducts business within and from both the USA and the United Kingdom, the scope of these acts applies also to Yuki Sepre 24 Companies and Professionals in other countries. This policy also seeks to ensure compliance with the principles of these Acts and to preserve the spirit and intent of these Acts.

Definition of Corruption/Bribery

 

For the purpose of this Policy, corruption is defined as any act which is intended to grant, offer or promise improper benefits or anything of value to induce the abuse of someone’s entrusted power for illegitimate individual or group benefit or advantage.  Corruption includes a wide variety of behavior including bribery, conflicts of interest and misuse of company assets.

Bribery is generally defined as promising, offering or giving, receiving or soliciting an undue advantage to a person or entity, either directly or through an intermediary, in order that the person or entity should perform, or refrain from performing, an act in breach of their business, public or lawful duties, but the exact definition varies from country to country.

The concept of a bribe or a corrupt behavior shall include the provision or receipt of, as well as the facilitation of, for example:

* Cash or other forms of payment or benefits to ensure being awarded a contract or obtaining a permit or license

* Inappropriate donations seeking to lead to specific benefits;

* Certain benefits without a financial value, such as memberships in clubs, prestigious awards or similar.

* Gifts or entertainment intended to influence the recipient to act in specific way

* So-called facilitation payments to obtain a decision or facilitate a process, even if such procedures are accepted or commonly practiced locally

It is not necessary that the benefit be given or offered to the person exercising the power. It may also be given or offered to someone that can influence the decision maker in different ways. Particular care should be taken when dealing with government or public entity officials.

The definition of corruptive practices or bribery varies from country to country. This policy is not in any way meant to allow procedures that are not legal and/or not in line with business ethics in a Yuki Sepre 24 country, but may supplement and strengthen the requirements for a specific country with less developed anti-corruption legislation.

Allowed gifts and entertainment

 

Certain forms of business related gifts and entertainment may be necessary and acceptable under local customs, provided that they are within the limits of this policy and local laws and regulations and made in good faith. The standards for what is appropriate will vary from country to country, but will always need to be in compliance with local law, the Code and this policy.

Normally, acceptable benefits are benefits that can be given openly, when the benefit is limited and not such that it would normally be considered possible to influence the decision making process.

The following factors can influence the assessment of whether a benefit given to someone in connection with the Yuki Sepre 24 business could be considered corruption or bribery or not:

– The value of the benefit – great care should be taken with any benefits that have more than an insignificant value.

– The position of the recipient – any type of gifts to public officials should be considered with the utmost care

– The nature of the benefit – benefits with little or no connection to the Yuki Sepre 24 business are normally not appropriate.

– The group of recipients and how the benefit is offered – any benefits that are not offered openly are normally not appropriate and benefits to selected individuals should be considered with more care than benefits offered to a whole group or category of people. Repeated invitations to or from the same person(s) within a short period of time should be avoided.

 

Risk assessment

 

Some of the jurisdictions in which Yuki Sepre 24 operates face difficulties with regard to corrupt practices and bribery. It is the responsibility of each divisional/regional president and country president to continuously assess the risk for any Yuki Sepre 24 Companies or Professionals becoming involved in any type of corrupt behavior, flag such risks in the organization (for example through the annual Enterprise Risk Management Business Plan or through other channels) and to adopt appropriate measures to ensure that this is avoided.

When entering new jurisdictions, committing to different types of cooperative relationships or being involved in mergers or acquisitions of entities, all Yuki Sepre 24 Companies and Entities must ensure that a full assessment of the risks for corruption, bribes and other improper benefits in the country or relationship in question has been conducted. Due diligence procedures shall include appropriate investigations of past and present anti-corruptive measures and the overall risk exposure with regard to corruption and bribes for each acquisition target or prospective partner. It shall be the responsibility of each project manager or divisional/regional manager to ensure that such processes are carried out routinely when commencing new relationships and continuously throughout the relationship if and when warranted.

3.                 APPLICABILITY

 

This policy is applicable to all Yuki Sepre 24 Companies and Professionals and should be implemented into all cooperative relationships within Yuki Sepre 24 business to the furthest extent possible. It is the responsibility of all divisional/regional presidents and through them, each country president, to ensure that the policy is fully understood and implemented in their areas or countries of responsibilitys. Strict compliance with this policy is mandatory.

Although Yuki Sepre 24 cannot enforce this policy on companies or persons that are not part of the Yuki Sepre 24 Group, Yuki Sepre 24 Companies and Professionals shall make all reasonable efforts to include the principles of this policy in agreements with all types of partnerships and other business relationship or to otherwise ensure that the principles of the Code and of this policy will apply to all relationships in which Yuki Sepre 24 is involved. Special care should be taken in the selection and management of external agents and representatives. Note also the section in this policy on the risk assessment of third party relationships.

When any type of bribe or other improper benefit is requested, offered or given by a third party, the Yuki Sepre 24 Company or Professional should always bring this to the attention of his/her manager or other appropriate functions within the local company, such as the local legal or risk manager. As soon as reasonably possible, it should be made clear to the third party that Yuki Sepre 24 Companies and Professionals can never accept or give any type of bribe or improper benefit. Thereafter, the country president of the country in question shall ensure that an evaluation of the possibility to continue the relationship is carried out.  If the decision taken is not to abandon the relationship, it shall be the responsibility of the country president to ensure that such a decision is only taken after a proper risk assessment and appropriate safe-guards are put in place to avoid future incidents contrary to this policy.

4.                 IMPLEMENTATION AND RESPONSIBILITY

THỰC HIỆN VÀ TRÁCH NHIỆM

 

It is the responsibility of each divisional/regional president and country president to adopt proper procedures to ensure that all Yuki Sepre 24 employees are aware of, understand and comply with local laws, rules and regulations, the Code as well as this policy, in the country in which they operate. Each country shall also have appropriate internal procedures for staying up to date with legal developments within his/her country or countries of operation within this area.

To aid all Yuki Sepre 24 Companies and Professionals, all Yuki Sepre 24 countries should issue local guidelines for allowed gifts and entertainment, in keeping with this policy and local laws. These rules should be clearly published and known by all directors and employees to whom they apply and shall also identify a procedure to be followed by any employees who have received gifts, are travelling to sponsored conferences etc. and want to confirm its compliance with this policy.Local Guidelines must be reviewed and updated as necessary to reflect any changes in local or international laws, as well as any changes to this Policy.

5.                 TRAINING

 

All Yuki Sepre 24 indirect/support staff as well as operative staff above and including branch manager level Companies and Professionals shall undergo training to ensure proper understanding of the principles of this policy and local rules and regulations on anti-corruption. Such training shall be appropriate for the position of the individual in question and their responsibilities within Yuki Sepre 24 as well as the local situation and risk assessment.

It is the responsibility of the divisional/regional presidents and country presidents to ensure that relevant training is provided to all employees on a regular basis, in order to ensure compliance with these principles.

6.                 REPORTING, INVESTIGATIONS AND CONSEQUENCES OF BREACH

BÁO CÁO, ĐIỀU TRA VÀ HẬU QUẢ CỦA VI PHẠM

 

As is the case with the Code, all Yuki Sepre 24 Companies and Professionals are required to report any suspicions of improper behavior contrary to this policy to their immediate managers, or, where this is not possible, a more senior manager, the country risk manager, local ombudsman or legal counsel, as appropriate in each jurisdiction. It shall be clearly communicated to the employees that no employee will suffer negative consequences for refusing to pay or accept bribes or engage in corruptive practices, even if such a refusal may result in the company losing business.

All reported events or suspicions will be investigated and followed-up appropriately, following the same procedure used for investigating complaints against non-compliance with the Code.

If a reporting person does not wish, or is unable, to report a suspicion to his or her immediate manager or another official in his/her organization, all such issues should be reported through the Yuki Sepre 24 Integrity Line at www.yuki24.vn, via e-mail at  ito.hiroaki@yuki24.vn or to the Yuki Sepre 24 Group CSR Officer. Up to date contact information can be found on the Yuki Sepre 24 web-site.

Any found violations of this policy or local laws and regulations on anti-corruption and bribery will result in disciplinary action appropriate to the violation, including termination of the employment. It may also result in fines or penalties for which the individual employee may be held responsible.

7.                 REVIEW AND FOLLOW-UP

 

Compliance with this policy by all Yuki Sepre 24 Companies and Professionals will be monitored and followed-up as part of the Yuki Sepre 24 Enterprise Risk Management process, which includes self-assessments, internal and external audits and routine follow-up of all reported matters. This policy will be reviewed regularly by Yuki Sepre 24.