1. PURPOSE
The purpose of this policy is to provide clear guidance for compliance with all applicable anti-corruption and anti-bribery laws and to encourage and provide guidance for reporting of any suspected violations. Marquis Software is committed to operating in an ethical manner and prohibits all forms of corruption and bribery.
2. WHO IS COVERED BY THIS POLICY?
This policy applies to all employees working at all levels of Marquis Software, wherever located, with respect to their activities for or on behalf of Marquis Software or otherwise in connection with Marquis Software activities, including directors, officers, managers, interns, and any third party working on our behalf. It is essential that each employee understands and complies with this Policy during their employment or engagement.
As noted herein, because anti-bribery laws prohibit indirect as well as direct offers and payments, Marquis Software and any employee engaging in unlawful conduct or conduct in violation of this policy may be held liable for the conduct of third parties such as employer’s agents and business partners when there is knowledge or reasonably should have knowledge of unlawful conduct. Turning a “blind eye” or ignoring “red flags” that something may be wrong does not exonerate an employee or employer from liability. Authorizing a Third Party to do something that an employee cannot do directly is a violation of this Policy.
3. POLICY
Employees of Marquis Software must abide by all appliable Anti-Corruption and Anti-Bribery Laws present in United States Federal law, including but not limited to 18 USC § 201 and the Foreign Corrupt Practices Act (“the FCPA”), local laws in every state, county, and municipality in which they do business, and all statutes which prohibit the payment of money or Bribes or giving items of any meaningful value to public officials (both U.S. and non-U.S. officials) in order to obtain, or retain, business; facilitate payment; secure an improper advantage; or to improperly influence the actions of that official (the “Applicable Laws”).
This Policy establishes principles that will govern Marquis Software’s conduct to: a) conform to the Applicable Laws, and similar applicable anti-corruption laws worldwide and b) more broadly, reinforce Marquis Software’s intention and obligation to act honestly and ethically in all of our business dealings. All Employees and Third Parties are prohibited from engaging in any acts of Corruption or Bribery, either directly or through a third party. Marquis Software does not offer or accept any Bribes or kickbacks, nor does it tolerate Corruption, in any form, in connection with its course of business. Simply put – an employee shall not ever offer, accept, solicit, facilitate, or provide a bribe of any kind, in the form of a monetary payment or gift, to anybody, at any time, or for any reason, to solicit, obtain or keep business, or to secure an improper advantage for Marquis Software. Such conduct is illegal and can subject the Employee engaging in such behavior, as well as Marquis Software, to both civil and criminal punishment. Employees will not be punished for refusing to provide a Bribe to secure a deal, even if this results in a loss of business for Marquis Software. If presented with such an opportunity, or if the employee is unsure whether a payment or gift would constitute a bribe, such employee should contact Human Resources immediately. Additionally, all interactions with government officials must comply with this policy, Marquis Software’s ethical communication procedure and all applicable laws, rules, and regulations. All such interactions must adhere to the Marquis Software’s commitment to act in compliance with the highest ethical standards and to conduct business honestly and legally, and employees and Third Parties should not create the appearance of impropriety regardless of whether there was any improper intent.
4. CHARITABLE GIVING
From time to time, Marquis Software may make charitable donations in the form of in-kind services, knowledge, time, or direct financial contributions. Charitable contributions are acceptable, provided:
- The request for a donation is made in writing and sufficiently describes the charitable purpose of the donation, any business reason for the donation, and all details about the recipient;
- The donation is legal and ethical under local laws and practices;
- Proper due diligence is performed to ensure that the recipient is a bona fide charitable organization;
- The donation will not be provided in exchange for a business benefit or advantage;
- Based on the size of the charitable donation, it is reviewed and approved in writing by the EMPLOYER Enterprise Risk Management Committee in advance;
- It is accurately recorded in EMPLOYER’ books and records.
5. POLITICAL CONTRIBUTIONS
No political contribution shall be made, directly or indirectly, with Marquis Software funds or assets, regardless of whether the contributions are legal under applicable law, other than a political contribution specifically approved in writing by the Marquis Software Risk Management Committee.
6. REPORTING
Employees and Third Parties have an affirmative obligation to prevent, detect, and report Corruption and Bribery. Any Employee who has information, upon reasonable belief or suspicion, that this Policy or any Corruption or Bribery laws may have been violated, will be violated in the future, or believes they are being asked to pay or accept a Bribe or otherwise act against this Policy, should immediately report this event to Human Resources. Managers overseeing Employees in positions that deal directly with Public Officials shall be responsible and held accountable for reporting any employee behavior that a manager knows, or reasonably should have known, violates this Policy. All reports will be treated as confidentially as possible. However, Employees are encouraged to provide their personal information when submitting these reports. There shall be no retaliation for reports made in good faith – even if the report was a mistake. However, knowingly reporting false information shall result in disciplinary action. Anyone who reports a suspected violation may be subject to disciplinary action to the extent they violated any policy or procedure or participated in the behavior being reported. If an Employee is unsure whether an act constitutes Corruption or Bribery, or violates this Policy, or has other questions or concerns, such Employee should raise their concerns with Marquis Software Human Resources.
Alternatively, if an Employee wishes to report such matters anonymously, they may submit a description of the concern or complaint to the attention of Marquis Software Human Resources anonymously to the Director of Human Resources by e-mail to: becky.maas@marquisware.com.
Marquis Software will not tolerate any form of discrimination, harassment or retaliation against any person who raises a concern in good faith or refused to participate in conduct that would violate law or this Policy. All reports will be investigated and appropriately addressed. Marquis Software will attempt to keep its discussions with any person reporting a violation or concern confidential to the extent reasonably possible.
7. VIOLATIONS
Violations of relevant laws can result in severe civil and criminal penalties, as well as reputational harm to Marquis Software and its employees. Employees who violate these laws may also be subject to civil and criminal penalties, including imprisonment. An employee’s failure to comply with any provision of this Policy is a serious violation of this Policy and may result in disciplinary actions, including and up to termination of employment, as well as civil or criminal charges. Employment with Marquis Software is on an at-will basis, and Marquis Software is free to terminate the employment relationship with its employees at any time for any or no reason, consistent with applicable law.
8. DEFINITIONS
A “Bribe” is offering or giving anything of value (financial or non-financial) to any person, directly or indirectly, to improperly influence that person in the performance of a duty or for the purpose of obtaining or retaining business or securing an improper business advantage. Anything of value includes cash, gift cards, gifts, meals, travel, entertainment, business opportunities, jobs, favorable contracts, and donations. Bribes can also include something of value in exchange for providing information, a discount, or favor, to a third party; as well as facilitating payments, which are used to speed up the performance of routine government actions, or kickbacks, which occur when a buying person is offered a return of an items purchase price from the seller to induce the buying person to purchase or improperly influence future purchases. An ”Improper Advantage” can have a wide variety of meanings, including: obtaining, retaining, or renewing a contract; obtaining licenses or regulatory approval; preventing a detrimental action by state or government authority; obtaining a competitor’s bid information; influencing a court or arbitration decision; avoiding or reducing customs duties, taxes, or fines.
9. GIFT EXCEPTIONS
Exempted from this policy are gifts of nominal value specifically provided by Marquis Software such as t-shirts, pens, and any other items that are given out by Marquis Software at events including conferences, training events, seminars, or trade shows, that are available to all members of the public attending the event. Furthermore, any food, beverages, gift baskets, thank you cards, or moderately priced meals that are supplied to current customers, partners, or vendors in the interest of building positive business relationships are permissible. If an Employee is unsure whether a gift would fall under these exceptions, such Employee should contact Human Resources immediately.
10. MANAGEMENT AND REVIEW OF THIS POLICY
Marquis Software will provide mandatory opportunities for a periodic document review of this policy to all Employees on a regular basis to assist them in understanding, complying and to inform them of changes. Employees must participate in and complete the document review when required to do so.
The Marquis Software Human Resources department will facilitate reporting and communication from Employees to the Marquis Software Risk Committee to ensure all reports of violation of this Policy are appropriately reviewed and assessed.
The Marquis Software Risk Management Committee oversees the assessment of Corruption and Bribery risks across the company and will report to senior leadership regarding Anti-Corruption & Anti-Bribery risks and is the final authority for this policy. Through the Risk Management Committee, Marquis Software will undertake a high level, company-wide bribery, and other financial crime risk assessments regularly and if specific circumstances require, such as a material change to geographic or business coverage. The results of the analyses/interviews found during the risk assessment will be documented and retained for record keeping purposes.