Business Principles and Anti-Corruption Policy
SCOPE: This Policy applies to every division of MMI Montreal Medical International, Inc. and its subsidiaries, together with all of its senior executives, financial officers members of its Board of Directors, and agents or representatives.
Table of Contents
- PURPOSE AND SCOPE
- BUSINESS PRINCIPLES
- BRIBERY AND CORRUPTION
- GIFTS, HOSPITALITY AND DONATIONS
- CONFLICTS OF INTEREST
- RAISING CONCERNS AND SEEKING GUIDANCE
1. PURPOSE AND SCOPE
This policy sets out the general rules and principles to which we adhere. All of our officers, directors, employees, representatives and agents must observe this policy at all times.
This policy sets a minimum standard which must be complied with in any country in which we operate, even when the policy is stricter than local laws or custom. However, when local laws are stricter than this policy, such laws must be complied with.
MMI Montreal Medical International Inc. («MMI») is committed to the highest legal and ethical standards. Bribery and corruption are not victimless activities; they harm the societies in which these acts are committed, thwart economic and social development and undermine the government’s ability to act in the public interest.
Bribery and corruption are also criminal offences and corrupt acts expose the company and its employees to severe legal and economic risks and irreparable reputational damage.
One of the fundamental purposes of this Policy is to affirm MMI’s commitment to full compliance by the Company, its subsidiaries and affiliates, and its officers, directors, employees, agents and representatives with Canada’s Corruption of Foreign Public Officials Act and any and all local anti-bribery or anti-corruption laws that may be applicable in any country in which we operate.
This policy has been adopted by the Board of Directors and is to be communicated to everyone involved in our business. The Board and senior management of the company attach the utmost importance to this policy and will apply a “zero tolerance” approach to acts that are contrary to it. Anyone who
- violates the terms of this Policy;
- has knowledge of potential violations of this Policy but fails to report such potential violations to Company management; or
- misleads or hinders investigators inquiring into potential violations of this Policy
will be subject to disciplinary action. In all cases, disciplinary action may include termination of employment.
2. MMI BUSINESS PRINCIPLES
a. We will carry out our business fairly, honestly and openly.
We are committed to conducting all of our business activities with integrity in a professional and ethical manner and to implementing and enforcing effective systems to counter bribery. We will maintain transparent payment terms and keep clear records and books in accordance with the highest accounting standards.
b. We will not make bribes, nor will we condone the offering of bribes on our behalf, so as to gain a business advantage.
We will not make or offer bribes either directly or through any agents or intermediaries. We will uphold all laws relating to countering bribery in all the jurisdictions in which we operate.
MMI personnel and agents are strictly prohibited from offering, paying, promising or authorizing any payment or other thing of value to any person, directly or through a third person or family member, for the purpose of (or in exchange for):
- causing the person to act or fail to act in violation of a legal duty;
- causing the person to abuse or misuse their position or authority; or
- securing an improper advantage, contract, concession, waiver, license, permit, grant or other thing that the person has the power to decide or influence.
c. We will not accept bribes, nor will we agree to them being accepted on our behalf in order to influence business.
We will carefully manage, monitor and review any commission payments, success or contingency fees and consulting agreements to ensure they are not used for any improper purposes.
d. We recognize that facilitation payments are often bribes.
Facilitation or ‘grease’ payments are small payments made to public officials to secure, or speed-up, routine actions. We prohibit our employees, agents and representatives from making any improper payments, whether small or large, to a local or foreign official or any person or entity or any purpose.
e. We will avoid doing business with others who do not accept our values and who may harm our reputation.
We will carefully select our business partners to ensure they share our values and will respect our business principles. Any agent or representative we retain will be required to represent and warrant that they will adhere to this Policy and to relevant laws.
f. We will set out our process for avoiding bribery and keeping to and supporting our business principles.
We will implement clear principles for dealing with gifts and entertainment.
g. We will keep clear and updated records.
Our books and records must correctly record both the amount and a written description of any transaction. MMI personnel must ensure that there is a reasonable relationship between the substance of a transaction and how it is described in the Company’s books and records.
In addition, we will keep records of decisions on giving donations and how any demand for a bribe or conflict of interest was handled.
We use both organizational and financial checks of our accounting and recordkeeping practices where such internal controls are required to comply with the applicable laws in the regions where we operate. We subject those internal controls to appropriate review to ensure they continue to be effective and maintain the required level of integrity.
h. We will review and update our policies, processes and programmes as needed. This Policy will be reviewed by the Board at least every two (2) years. The Secretary of the Board is charged with ensuring that this review occurs.
i. We will keep to these principles even when it becomes difficult to do so.
3. BRIBERY AND CORRUPTION
Corruption is defined as the misuse of power by someone to whom it has been entrusted (usually a public official) for their own private gain. The most common form of corruption is bribery, which is the offer, promise, giving, demanding or acceptance of an advantage as an inducement for an action which is illegal, unethical or a breach of trust. It includes any financial or other advantage given or requested in exchange for the improper performance of a public function or business activity. In the business context, bribes are often referred to as kickbacks.
It is a criminal offence to offer, promise or give a bribe, or to request, agree to receive or accept a bribe.
Bribery and corruption may take many forms, through the giving or accepting of anything of value, for example:
- cash payments;
- fictitious jobs or consulting arrangements;
- political or charitable contributions; and
- gifts, travel, hospitality and reimbursement of expenses.
4. GIFTS, HOSPITALITY AND DONATIONS
a. Business Commitment
MMI is committed not to give or receive bribes. As gifts and entertainment could sometimes disguise bribes, or be misinterpreted as bribes, we have set out these rules which clearly define what we consider to be genuine and acceptable and what is not.
b. Receiving Gifts
We may accept gifts of reasonable value. For the purposes of this policy, a gift of reasonable value means a gift a) that may be legally given and received, b) that is within the normal business and cultural standards of courtesy, hospitality and protocol in the country in which the gift is received and c) that does not compromise or reasonably appear to compromise in any way the integrity of the person receiving the gift or of MMI.
Although we may accept occasional gifts from time to time, we may not accept gifts which are given regularly or often. Repeated gifts which exceed reasonable value over the course of a year must be refused.
Any items received as gifts exceeding $300.00 in value must be disclosed immediately to the relevant chief executive officer of MMI in the region in which MMI operates, or if in Canada, MMI’s chief Executive Officer who will determine whether and how the gift should be disposed of or refused.
We will accept no gift from a third party if it includes cash or exceeds reasonable value as defined above.
c. Giving Gifts
Gifts we give must be of reasonable value and agreed to by the relevant chief Executive Officer of MMI in each particular region in when MMI operates, or, if in Canada, the chief Executive Officer of MMI.
We will give no gifts (no matter the value) that compromise or reasonably appear to compromise the integrity of MMI, the recipient or the recipient’s employer or with the intention of influencing a third party, including a government official, to obtain or retain a business advantage or to reward the provision or retention of business or a business advantage, or in explicit or implicit exchange for favours or benefits.
We will give no gifts that include cash or a cash equivalent (such as certificates or vouchers).
We will give gifts openly only, not secretly.
No gifts shall be given to government officials or representatives, or politicians or their staff without the prior written approval of the chief operating officer of MMI in the relevant region or country to which this relates, together with that of MMI’s chief Executive Officer.
We may give and accept reasonable, proportionate hosted entertainment which is in the legitimate interest of the business and which is in accordance with local standards of courtesy, hospitality or protocol.
We will not give or accept lavish or frequent entertainment. Lavish entertainment goes beyond what is appropriate (for example, weekend accommodation at expensive hotels, and including spouses). We will not give or accept any entertainment not directly connected to business activities or meetings.
We will not accept or offer entertainment which is not hosted, meaning where no-one from the business offering the event attends to host guests (for example, at a sporting event, this is then a gift of tickets, not entertainment, and falls under the rules on gifts).
No donations will be made to charitable or political entities on behalf of MMI without the prior written approval of the senior operating officer of MMI in the relevant region or country to which this relates together with that of MMI’s chief Executive Officer.
We will only make charitable donations that are legal and ethical under local laws and practices.
We will make no political or charitable donation, directly or indirectly, to secure any business advantage or influence.
f. Books and records
All gifts, hospitality and donations we give shall be appropriately and accurately reflected in our books and records, in accordance with 2(g), above.
5. CONFLICTS OF INTEREST
Directors, officers, employees, agents and representatives of the company must avoid situations where their personal interest could conflict with, or appear to conflict with, the interests of the company.
A real or apparent conflict of interest exists when someone uses their personal position within, or affiliation with, the company for personal, financial or other benefit (or the personal, financial or other benefit of his or her family members or other related persons) apart from the normal rewards of employment and compensation by the company.
A conflict of interest also exists when the personal interests of a director, officer, employee, agent or representative of the company create conflicting loyalties.
If a conflict of interest arises, the concerned individual shall immediately notify the Chief Executive Officer.
6. RAISING CONCERNS AND SEEKING GUIDANCE
As individuals who work for or on behalf of the company, we have a responsibility to help detect, prevent and report instances not only of bribery, but also of any suspicious activity or wrongdoing.
If you have a concern regarding suspected instances of bribery or corruption, you must report the issue or concern to MMI’s chief Executive Officer, or on his absence, the Executive Vice President legal and corporate affairs.
Employees who refuse to accept or offer a bribe, or those who raise concerns or report another’s wrongdoing, are sometimes worried about possible repercussions. We are committed to encouraging openness and will support anyone who raises genuine concerns in good faith under this Directive, even if those concerns turn out to be mistaken or unfounded.
We are committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in bribery or corruption, or because of reporting in good faith their suspicion that an actual or potential bribery or other corruption offence has taken place, or may take place in the future. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavorable treatment connected with raising a concern.
If you believe that you have suffered any such detrimental treatment, you should inform your line manager and your compliance officer or legal counsel immediately, who will investigate the matter in order to find a remedy.