Anti-Bribery and Anti-Corruption Policy
Appendix 20: Anti-Bribery and Anti-Corruption Policy
At Vista Services, we are committed to conducting business with the highest standards of integrity, transparency, and accountability. We strictly adhere to all applicable anti-bribery and anti-corruption laws and maintain a zero-tolerance approach to any form of bribery, corruption, or unethical conduct. This policy sets forth our expectations for employees, contractors, and business partners to ensure that all business dealings are conducted ethically, lawfully, and in a manner that upholds Vista Services' reputation as a trusted and principled organization.
Vista Services, Inc. (“Vista Services”) is committed to conducting business with integrity and acting ethically and legally in accordance with all applicable laws and regulations, such as the U.S. Foreign Corrupt Practices Act (“FCPA”), Corruption of Foreign Public Officials Act (“CFPOA”), and the U.K. Bribery Act of 2010 (“UK Bribery Act”). As part of this commitment, Vista Services has a longstanding policy prohibiting bribery and corruption in the conduct of our business in Canada and abroad.
This Anti-Bribery and Anti-Corruption Business Policy (the “Policy”) applies to all Vista Services directors, officers, employees, subsidiaries, and affiliates wherever located with respect to their activities on behalf of Vista Services (hereinafter collectively referred to as “Employees”). Vista Services also expects anyone who acts on behalf, or in the interest, of Vista Services – including but not limited to joint venture and other business partners, agents, distributors, and consultants (hereinafter collectively referred to as “Business Partners” and, together with Employees, “Business Associates”) – to comply with all applicable anti-corruption laws and the Policy.
Business Associates may not take any actions for the purpose of circumventing these requirements. For example, a Business Associate may not ask or otherwise use a third party to accomplish that which is forbidden by this Policy.
General Requirements to Prevent Bribery and Corruption
Business Associates may not directly or indirectly make, promise, approve, authorize, or offer to give to anyone – or accept or solicit from anyone – anything of value (including but not limited to cash payments) to improperly induce the recipient to take (or to refrain from taking) action that would bestow a commercial benefit or advantage on Vista Services, its affiliates, or any other party.
Giving things of value to family members, close associates or favored organizations of business partners, potential business partners or public officials should follow the same limitations set forth for gifts, entertainment, and hospitality generally, as such actions may be interpreted as attempts to circumvent these rules.
Dealing with Public Officials
While it is the policy of Vista Services to prohibit bribery of any kind (in both the private and public sectors), interactions with Public Officials (defined below) must be monitored especially closely due to the increased risk for violations of applicable anti-corruption laws. Bribery of Public Officials is against the law in every country and often carries criminal penalties for both the employee and the company. Accordingly, any financial or business dealings, and any gifts or entertainment/hospitality, involving such persons will be scrutinized with particular care, both by Vista Services and by people outside the company.
In addition, many countries, including the United States and the United Kingdom, among others, have laws against the bribery of Public Officials in countries other than their own. Therefore, it is important to remember that any such bribe would create problems for you and Vista Services in more than one legal jurisdiction. Thus, all interactions with Public Officials should adhere scrupulously to this Policy to avoid any appearance of impropriety on behalf of Vista Services.
For the purposes of this Policy, a “Public Official” includes: (i) any officer or employee of a government or any department, agency or instrumentality thereof (including a government- owned or government-controlled state enterprise or a state-run facility or system) or of a public international organization; (ii) any person acting in an official capacity for or on behalf of a government or government entity or of a public international organization, any political party or party official or any candidate for political office (including, for example, consultants who hold government positions, employees of companies owned or controlled by governments, civil servants, administrative and judicial officers, political candidates and members of the military). Though they are not themselves Public Officials, interactions with family members of, and others closely associated with, Public Officials are subject to the same restrictions as interactions with Public Officials.
In conducting their Vista Services-related activities, Business Associates must not offer, pay, give, promise, or authorize the payment of any money or of anything of value to any person while the relevant circumstances should reasonably indicate a high probability that such person has offered or given, or will offer or give, money or anything of value to or for the benefit of any Public Official to improperly influence the performance of the Public Official’s official functions.
Business Associates are not permitted to directly or indirectly make or offer facilitation payments. A “facilitation payment” is a nominal payment to a Public Official to secure or expedite the performance of a routine, non-discretionary governmental action. Examples of facilitation payments include payments to expedite the processing of licenses, permits or visas for which all paperwork is in order. If a Business Associate receives or becomes aware of a request or demand for a facilitation payment or bribe in connection with work for Vista Services, the Business Associate must report such request or demand promptly to his or her primary supervisor or the CEO before taking any further action. Legitimate and legal service fees paid to a governmental agency offered to the public pursuant to a schedule (e.g., expedited service fees) are not facilitation payments.
Gifts Hospitality, and Entertainment
In many countries, gifts, hospitality, and entertainment play an important role in business protocols and customs. However, when provided inappropriately, gifts, hospitality, and entertainment may violate one or more laws. Therefore, the laws and Vista Services policies must be followed.
All gifts, hospitality, and entertainment must be:
• Legal under all applicable anti-corruption laws, including the FCPA, the CFPOA, the UK Bribery Act, and applicable local laws
• Transparent and documented
• Follow our Authorized Expense and Reimbursement Policy
• Occasional
• Not cash or a cash equivalent
• Never given or accepted if any improper action is expected in return
If the recipient is a Public Official, you must obtain prior written approval from the CEO or the Board of Directors.
In connection with work for Vista Services, Employees are not permitted to receive gifts, services, perks, entertainment, or other items of more than token or nominal monetary value from Business Partners or those acting on their behalf. Moreover, gifts of nominal value are permitted only if they are received on an infrequent basis and only at appropriate gift-giving occasions.
Charitable Donations and Political Contributions
Contributions to political candidates or political parties, as well as donations to charitable organizations in which Public Officials possess a role (such as director or trustee) raise potential issues under the anti-corruption laws. Accordingly, no political contributions or charitable donation may be offered or made on behalf of Vista Services unless pre-approved in writing by the CEO or the Board of Directors.
• Bribery: involves offering, giving, receiving, or soliciting something of value as a means to influence the actions of an individual in a position of power. It is illegal and unethical.
• Charitable donations: contributions made to non-profit organisations with no expectation of direct return or personal gain. These are legal and generally considered ethical if conducted transparently and for the public good.
To the extent permitted by applicable law, Business Associates may participate in political and charitable activities with their own money and on their own time. Such activities must be undertaken in a way that makes clear to an outside observer that they are unrelated to any business of Vista Services.
Books and Records
The corporate books and records of Vista Services and its subsidiaries and affiliates must fairly, accurately and completely reflect, in reasonable detail, Vista Services’ and its subsidiaries’ and affiliates’ transactions and activities, including the nature and purpose of the transaction or activity. No false, inaccurate, or incomplete entry may be made in our books or records for any reason. Accounting and finance personnel, with assistance from the Corporate Legal Group, when necessary, will confirm that Vista Services’ and its subsidiaries’ and affiliates’ books and records meet this requirement, through periodic reviews and other means.
Vista Services and its subsidiaries and affiliates will maintain a system of internal accounting controls sufficient to provide reasonable assurances that:
• Transactions are executed in accord with management’s general or specific authorization
• Transactions are recorded as necessary (1) to permit the preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements; and (2) to maintain accountability for assets
• Access to assets is permitted only in accordance with management’s general or specific authorization
• The recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences
Responsibilities in Support of This Policy
Compliance with this Policy is mandatory. Employees who violate this Policy are subject to disciplinary action, including dismissal. Business Partners who violate this Policy are subject to termination of all business relationships with Vista Services.
To promote compliance, the following personnel must undergo compliance training when and as determined by the CEO: (i) officers and management personnel, including chief executive officers, presidents, chief operating officers, vice presidents, general managers, division managers, chief financial officers and controllers of Vista Services and its divisions, subsidiaries, and affiliates (collectively, “Vista Services Senior Personnel”), and (ii) all employees or agents who interact with Public Officials, Business Partners or customers.
In addition, to ensure that we maintain our reputation for integrity and fairness, all Vista Services Employees must ensure that this Policy is clearly understood and followed by others acting on behalf of Vista Services, including our Business Partners.
Vista Services Employees will be required to review this policy annually as part of the Annual review and sign off on the Vista Services Policy Handbook.
Business Partners may be required to return a Completed Compliance verification when and as determined by the CEO or Board of Directors.
The Company’s zero-tolerance approach to bribery and corruption must be communicated to all third parties that provide a service to the Company at the outset of the business relationship. Furthermore, we will encourage third parties that we have dealings with to adopt a zero-tolerance approach to bribery and corruption themselves. If we identify a breach of Country laws and regulations surrounding anti-bribery and corruption committed by a third party, we will take appropriate action to deal with the issue effectively.
As a matter of good practice and to protect the Company’s reputation, the Company will inform any subsidiary companies of the Company’s zero tolerance approach to bribery.
The Company will adopt a risk-based approach when considering whether or not it will conduct due diligence upon its service providers prior to the commencement of the engagement of services. Where such due diligence on the service provider is conducted it will for example do this by undertaking general research into the history and performance of the service provider, utilising business and or character references, and assessing the jurisdictions in which the service provider operates with regards to the service it provides the Company.
Monitoring and Review
The Company will assess the risk of corruption arising in the business on a periodic basis to ensure routine and regular appraisal of any new arrangements affected in the period or new jurisdictions entered.
Escalation
Business Associates are expected to raise concerns related to potential violations of this Policy or the law. Reports may be made to your supervisor, HR, or the CEO. Such reporting is encouraged. Failure to communicate in such circumstances may result in disciplinary action or termination of contract.
Any such report may be made anonymously. Under no circumstances will you be subject to retaliatory actions for reporting in good faith a suspected or actual violation. No one in Vista Services will be allowed to retaliate against you and attempts to do so will be subject to disciplinary action.
Top Level Commitment
The senior management Team takes collective responsibility for setting a culture within the company in which corruption is not tolerated, and for the effective design and implementation of the company’s anti bribery and anti-corruption program. The senior management team have taken reasonable steps to ensure that all staff are aware of this policy and to reduce the risk of corruption arising in Vista’s business, taking into account the jurisdictions in which it undertakes its activities and any relationships with associated people (i.e. those performing a service on behalf of the Company).
