Upload
others
View
2
Download
0
Embed Size (px)
Citation preview
ANTI‐BRIBERY&CORRUPTIONPOLICY
V5.0
Copyright© UL LLC. All rights reserved. May not be reproduced without permission. This document is controlled and has been released electronically. The version on the UL intranet is the up‐to‐date document. Hard copies are uncontrolled and may not be up‐to‐date. Users of hard copies should confirm the revision by comparing it with the electronically controlled version
1.0 PURPOSE AND SCOPE
As a global company, UL must
comply with the anti‐bribery
and corruption laws and
regulations of every country in
which UL operates, including
the U.S. Foreign Corrupt
Practices Act (“FCPA”) and the
UK Bribery Act. These
standards are minimum
standards that apply to all
employees, UL’s Directors and
Board of Trustees, UL’s
President & CEO, all members
of UL’s management team and
any third parties that work with
or on behalf of or are associated
with UL.
2.0 ANTI‐BRIBERY &
CORRUPTION POLICY
This Policy was created to state
UL’s zero tolerance approach to
bribery and to provide direction
to assist in the prevention of
bribery and corruption.
No UL officer, employee, agent,
joint venture partner,
contractor or consultant may
pay, offer or promise to pay, or
authorize payment of money,
money equivalent, gifts or
anything else of value, in any
amount, to any person or
company whether a public
official or private person or
company, in order to secure
improper performance of duties
or functions or, in the case of a
public office, with any intention
to gain influence for a business
advantage in the performance
of official functions. A public
official is defined as all elected
or appointed officials,
candidates for political office,
consultants with government‐
owned or controlled companies,
officials in political parties or
anyone acting on behalf of a
public international
organization (such as the United
Nations).
No UL officer, employee, joint
venture partner, agent,
contractor or consultant may
receive or solicit to receive
payment of money, money
equivalent, gifts or anything
else of value, in any amount,
from any person or company in
connection with the
performance of services on
behalf of UL other than the
contractually established fee for
services rendered and
legitimate expenses to be
reimbursed in connection with
the performance of such
services.
For additional guidance, please
refer to UL’s Standards of
Business Conduct and Global
Supplier Standards of Conduct.
2.1 Working with Third Party
Intermediaries (“TPI’s”)
UL can be held liable for the
actions of our third parties who
act as intermediaries for and on
behalf of UL in the conduct of
business dealings with public or
private organizations or
officials. Intermediaries are
those joint venture partners,
contractors, agents or
consultants or others who are,
or are likely to be viewed as,
authorized representatives of
UL in such business dealings. UL
can be held responsible for such
intermediaries accepting or
giving of bribes, and UL’s failure
to take adequate steps to
prevent such intermediaries
from participating in bribery. UL
will not do business with a TPI if
the they are not committed to
doing business without bribery.
Any TPI that does business on
UL’s behalf must conduct
business with UL’s high level of
integrity and must carry out
business fairly, honestly, and
openly.
Any UL employee seeking to
establish a business relationship
for UL any third party must,
prior to engaging the third
party, perform a risk
assessment defined in 2.2 using
the Risk Rating Form (Appendix
1) to determine if the third
party is an intermediary and to
establish the level of risk. Once
the risk assessment has been
completed, if the party is a TPI,
the person engaging in the
relationship should follow the
process defined in this policy,
including:
2.1.1 Undertaking due diligence
as defined in 2.3 and detailed
on the TPI Due Diligence
Process Map (Appendix 2)
depending on the level
established by the risk analysis,
2.1.2 Preparing and maintaining
written documentation of the
due diligence and risk
assessment performed,
Copyright© UL LLC. All rights reserved. May not be reproduced without permission. This document is controlled and has been released electronically. The version on the UL intranet is the up‐to‐date document. Hard copies are uncontrolled and may not be up‐to‐date. Users of hard copies should confirm the revision by comparing it with the electronically controlled version
2.1.3 Documenting the third
party relationship including
obtaining the required signed
agreement and Anti‐bribery &
Corruption Certification of
Compliance; and
2.1.4 Monitoring payments to
third parties on a periodic basis.
See the steps below for more
details on how to conduct this
thorough review. The
documentation should be sent
to the appropriate parties as
defined in Appendix 2.
2.2 Performing a Risk
Assessment to Determine Level
of Risk and Designation of TPI’s
Prior to engaging a third party
or renewing a third party
relationship, a determination
needs to be made to determine
whether the company or
individual is a TPI and the level
of risk posed by the TPI for UL.
The different risk levels are Low
Risk, Medium Risk and High
Risk. Familiarize yourself with
UL’s Standards of Business
Conduct, and the Red and
Yellow Flags identified on the
Risk Rating Form (Appendix 1)
in order to conduct the risk and
TPI determination. The person
requesting or sponsoring the
relationship with the third party
should submit the completed
Risk Rating Form to Global
Sourcing or the Ethics &
Compliance Office. If a Third
Party has not been designated
as a TPI, no further due
diligence is required. It the
Third Party has been designated
as a TPI, please proceed to 2.3.
2.3 Undertaking Due Diligence
of TPI’s
Once a determination of TPI
status and a designation of risk
level have been established, TPI
Due Diligence Process Map
(Appendix 2) is followed to
ensure the appropriate steps of
due diligence are being
performed. An appropriate
level of Due diligence should be
conducted upon each contract
renewal or every three years in
the case of long term or
evergreen agreements,
whichever is less. An Evergreen
Agreement is a contract for
ongoing services with no
specific term, duration or
termination date stated or a
contract term that
automatically renews the length
of the agreement after a
predetermined period, unless
notice for termination is given.
The Process Map makes
reference to the steps below
that have been identified for
each risk level. When engaging
a TPI, senior management
needs to be consulted and
required approvals obtained as
defined below:
Sales Agent, person engaging in sales on behalf of UL or other person acting as an intermediary between UL and current or prospective customers for purpose of securing business: Senior commercial or sales executive in applicable business or industry unit or his/her designee. Field Inspector or person performing follow‐up service
duties or other forms of inspection, monitoring or auditing activity in the field: Senior field operations executive in applicable business or industry unit or his/her designee. Testing Laboratory or other person performing testing on behalf of UL: Senior operations executive in applicable business or industry unit or his/her designee. All other third party relationships: [email protected].
Documentation of the due
diligence performed for a TPI
should be submitted to Global
Sourcing or the Ethics &
Compliance Office
Low Risk:
For TPI’s identified as a Low
Risk, perform the following:
1 Send the link to the external
versions of UL’s Global Supplier
Standards of Conduct (00‐LE‐
P0027) and UL’s Anti‐bribery &
Corruption Policy (00‐LE‐P0030)
to the third party using the
email template found at
Appendix 3.
2. Have the TPI complete, sign
and return the Anti‐bribery &
Corruption Certification of
Compliance (Appendix 4). If a
TPI requests not to sign the
Certification, please direct them
to the Ethics & Compliance
Office for a review and
acceptance of the TPI’s ethics
Copyright© UL LLC. All rights reserved. May not be reproduced without permission. This document is controlled and has been released electronically. The version on the UL intranet is the up‐to‐date document. Hard copies are uncontrolled and may not be up‐to‐date. Users of hard copies should confirm the revision by comparing it with the electronically controlled version
and compliance programs in
lieu of signing the anti‐bribery
certification.
3. Ensure there is a written
agreement or other document
signed which details the
relationship and contains
language regarding
conformance to the Global
Supplier Standards of Conduct.
4. Provide confirmation or
request that the Ethics &
Compliance Office or Global
Sourcing confirm the third party
and any employees listed on the
Anti‐bribery & Corruption
Certification of Compliance are
not found on the Specially
Designated Nationals List
(http://www.treasury.gov/reso
urce‐center/sanctions/SDN‐
List/Pages/default.aspx)
5. Take periodic, reasonable
steps relative to the level of
assessed risk to monitor the
transactions undertaken by and
payments made to the third
party for products or services
on behalf of UL.
Medium Risk:
For TPI’s identified as a Medium
Risk, perform the Low Risk steps
and
6. Evaluate and document the
TPI’s qualifications using the TPI
Due Diligence Questionnaire
(Appendix 5), obtaining
information from the TPI as
needed to complete the
Questionnaire. This should
include an evaluation and
documentation of the business
rationale for engaging the TPI.
7. Conduct and document an
online media search.
8. Contact references listed by
the TPI and document the
results of the contact.
9. Obtain copy of the TPI’s
compliance code or other ethics
policies.
10. Submit to senior
management as identified
above for approval.
High Risk:
For TPI’s identified as a High
Risk, perform the Low and
Medium Risk steps and escalate
the proposed contract or
relationship to the Ethics and
Compliance Office. The E&C
Office will assist you in
conducting the additional steps
needed including, where
deemed necessary:
11. Propose a plan for risk
mitigations including more
intensive monitoring of
relationships and
funds/expenditures by
Operations Management,
Finance and Internal Audit.
12. Obtain detailed
Investigative Report on TPI and
(where appropriate) the
industry involved, utilizing
qualified internal (e.g. Legal
Department) or retaining
experienced external research
and investigative resources.
13. Complete search of public
records relating to the TPI
(including, e.g.. criminal
records, securities, labor and
other business agency records).
14. Request the TPI’s relevant
financial records.
15. Contact the local embassy
to determine what information
they have about the TPI.
2.4 Facilitation Payments
It is UL’s policy not to pay
facilitation payments.
“Facilitation Payments” are
small payments made to low‐
level government officials in
order to expedite or secure
performance of routine
governmental actions over
which the official has no
discretion, such as permits,
licenses, visas, work orders,
police protection, mail service,
phone service, power, water,
cargo shipment or inspection.
2.4.1 Personal Risk Exception
In situations where the life and
physical safety of UL personnel
are at risk, payments may be
made which would be
otherwise prohibited by this
Policy. If payments are made
under these circumstances, they
should be immediately report to
UL’s Ethics & Compliance Office.
2.5 Gifts & Entertainment and
Reimbursement of Travel
Every UL Employee must
comply with UL’s Gifts and
Entertainment Policy in the UL
Standards of Business Conduct.
Copyright© UL LLC. All rights reserved. May not be reproduced without permission. This document is controlled and has been released electronically. The version on the UL intranet is the up‐to‐date document. Hard copies are uncontrolled and may not be up‐to‐date. Users of hard copies should confirm the revision by comparing it with the electronically controlled version
All TPI’s must comply with UL’s
Global Supplier Standards of
Conduct.
2.6 Charitable Donations
Charitable donations MUST NOT
be used as a means to violate
anti‐corruption, anti‐terrorism
and other criminal laws. UL
needs to be certain that
donations are not disguised
illegal payments or benefits to
government officials or their
families, and must confirm that
the charity does not act as a
conduit to fund illegal activities.
UL’s Corporate Giving
Committee was formed under
the direction of the President
and CEO of UL to develop and
manage UL's corporate giving
strategy and program in such a
way as to:
• Support UL's commitment to
improving the quality of life in
communities where UL
employees live and work;
• Sponsor organizations that
share UL's deep concern for
safety issues relating to
preserving life and property;
• Reflect UL's commitment to
knowledge and learning; and
• Promote corporate social
responsibility.
Corporate‐level grant requests
should be submitted to the
Corporate Giving Committee.
All other requests should be
forwarded to the local general
manager. If you have any
ethical concerns regarding the
documentation, contact the
Ethics & Compliance Office for
guidance on the proposed
donation consistent with UL’s
Corporate Giving Guidelines and
procedures.
2.7 Promotions and Marketing
Certain marketing and
promotional expenses involving
public or private officials may
be allowed with appropriate
approvals. If public officials will
be involved in the receipt of
gifts, entertainment or expense
reimbursement as part of a
promotional activity, you must
obtain appropriate approvals
from UL senior management or
UL’s Ethics & Compliance Office.
Any approved expenses must be
paid by UL directly to the
provider whenever possible,
should be directly related to the
promotion of UL or its services
and must be carefully
documented. Please refer to
UL’s Standards of Business
Conduct for further guidance.
3.0 ASKING QUESTIONS
AND & REPORTING
INCIDENTS OR CONCERNS
Every UL Employee is
encouraged to ask questions
regarding this Policy. Every
employee must promptly report
any bribe, solicitation or offer of
an improper payment or
advantage. You may ask
questions or make a report to a
manager or supervisor, Internal
Audit, Senior Management, or
to UL’s Ethics & Compliance
Office at [email protected]. You
may also contact UL’s
Confidential Global Ethics
Helpline at 1‐800‐715‐7482
(North America) or visit the UL
Global Ethics website for
additional information. Calls to
the UL Global Ethics Helpline
are free of charge, and
information will be treated in a
confidential manner within the
limits of the law.
4.0 CONSEQUENCES OF
POLICY VIOLATION
UL takes bribery and corruption
very seriously. Any employee
found to be in violation of this
Policy will be subject to
disciplinary action, up to and
including termination of
employment. Not complying
with UL’s requirements could
result in delay in establishing
the relationship with the TPI.
TPI’s found in violation of this
Policy may be subject to
termination of the business
relationship with UL, as well as
any other legal rights and
remedial actions available to UL.
For more information, see UL’s
Global Suppliers Standards of
Conduct (00‐LE‐P0027).
5.0 APPENDIXES AND
ADDITIONAL RESOURCES
(See Appendix 1 through
Appendix 5 at the end of the
policy)
Appendix 1 – Risk Rating Form
Copyright© UL LLC. All rights reserved. May not be reproduced without permission. This document is controlled and has been released electronically. The version on the UL intranet is the up‐to‐date document. Hard copies are uncontrolled and may not be up‐to‐date. Users of hard copies should confirm the revision by comparing it with the electronically controlled version
Appendix 2 – TPI Due Diligence
Process Map
Appendix 3 – Email Template
Appendix 4 – Anti‐Bribery &
Corruption Certification of
Compliance
Appendix 5 – TPI Due Diligence
Questionnaire
The following is a list of
additional resources regarding
anti‐corruption laws and
international conventions:
• U.S. Department of Justice –
Additional Information about
the U.S. Foreign Corrupt
Practices Act
http://www.justice.gov/criminal
/fraud/fcpa/
• United Nations Convention
Against Corruption
http://www.unodc.org/unod
c/en/treaties/CAC/
• Council of Europe Convention
on Corruption
http://conventions.coe.int/treat
y/en/treaties/html/173.htm
• Organization for Economic
Cooperation and Development
(OECD) Anti‐Bribery Convention
www.oecd.org/daf/nocorruptio
n/convention
• International Federation of
Inspection Agencies (IFIA)
http://www.ifia‐
federation.org/html/compliance
.html
• UK Bribery Act
http://www.legislation.gov.uk/u
kpga/2010/23/contents
333 Pfingsten Road, Northbrook, IL 60062-2096, USA P 847-272-8800 / Fax 847-272-8129 / www.ul.com 00-LE-P0030 Issue: 5.0
Last Revised
APPENDIX 1 RISK RATING FORM
INSTRUCTIONS: Please use this form to determine whether a Third Party is an Intermediary and if so, the level of risk for the TPI. Once all of the questions have been answered for the TPI, total the number of Red Flags and Yellow Flags and proceed with the appropriate Low, Medium or High Risk due diligence requirements defined in the Anti-bribery & Corruption Policy (00-LE-P0030). This completed form should be submitted to Global Sourcing or to the Ethics & Compliance Office at [email protected]. If you have any questions about completing this form, please contact Pamela J. Friedman, E&C Program Manager at [email protected] or 847-664-3427.
Third Party Company Name: Third Party Address: Third Party City, State, Zip/Postal Code: Third Party Country: Third Party Website: Third Party Contact Name: Contact Email Address: UL Employee Requesting Relationship with Third Party: UL BU/Function Working with Third Party: Services to be provided by Third Party:
1. Will Third Party act as any of the following:
Sales agent1 Yes ☐ No ☐ Inspector Yes ☐ No ☐ Auditor Yes ☐ No ☐
Subcontractor2 Yes ☐ No ☐ Joint venture partner Yes ☐ No ☐ Franchisee Yes ☐ No ☐
Consultant Yes ☐ No ☐ or other intermediary3 on UL’s behalf Yes ☐ No ☐
[If the response to any of these items is “Yes”, please continue to question 2. Due diligence will be required.
If the response to all of these items is “No", you may proceed to the last page of the form where you should
fill in your contact information, sign, date and then submit this form to Global Sourcing or the Ethics &
Compliance Office.]
1 Includes a Third party in a position to give or accept money or other things of value in return for the obtaining of sales for UL. 2 Includes subcontractors that will be providing testing, inspection and certification (TIC) services or auditing services to our customer on behalf of UL and interacting with UL customer(s) in performing those services 3 For purposes of this Risk Rating Form, an intermediary is an organization that represents, or is likely to be viewed as representing UL in business dealings with customers, prospective customers, governmental agencies and officials or others outside of UL.
Appendix 1 Risk Rating Form Page 2
333 Pfingsten Road, Northbrook, IL 60062-2096, USA P 847-272-8800 / Fax 847-272-8129 / www.ul.com 00-LE-P0030 Issue: 5.0
Last Revised 09/16/2013
2. What is the Transparency International’s Corruption Perception Index rating for the country where the work is to be
performed? [Please refer to the current Transparency International’s Corruption Perception Index (CPI) found at
http://www.transparency.org/research/cpi/ for more information.]
☐ Score between 31 and 70 If checked, this is a yellow flag.
☐ Score between 0 and 30 If checked, this is a red flag.
3. Will Third Party be performing sales or service in an industry or providing a type of service in which corruption
problems are believed or reputed to exist? Yes ☐ No ☐ If “yes”, this is a red flag.
4. Is Third Party a former or current government official or officials are on its payroll?
Yes ☐ No ☐ If “yes”, this is a red flag.
5. Is Contract funded or services paid with government money? Yes ☐ No ☐ If “yes”, this is a red flag.
6. Does Third Party rely heavily on government contacts? Yes ☐ No ☐ If “yes”, this is a red flag.
7. Does Contract require government approval or licensing? Yes ☐ No ☐ If “yes”, this is a red flag.
8. Does Third Party refuse to certify compliance or gives evasive answers to our due diligence questions?
Yes ☐ No ☐ If “yes”, this is a red flag.
9. Was Third Party established exclusively/primarily to develop/maintain relationship with single public or private
customer? Yes ☐ No ☐ If “yes”, this is a red flag.
10. Was Third Party/agent recommended to you as a “go between” by a public or private official of the customer?
Yes ☐ No ☐ If “yes”, this is a red flag.
11. Does Third Party have no specific/relevant substantive expertise or knowledge but is being hired because of
relationships with public officials or particular private corporate officers?
Yes ☐ No ☐ If “yes”, this is a red flag.
12. Are proposed fees unusually high for the substantive service to be provided?
Yes ☐ No ☐ If “yes”, this is a red flag.
13. Does Third Party have unrecorded accounts/transactions or payment descriptions that are vague or do not
correspond to the appropriate account? Yes ☐ No ☐ If “yes”, this is a red flag.
Appendix 1 Risk Rating Form Page 3
333 Pfingsten Road, Northbrook, IL 60062-2096, USA P 847-272-8800 / Fax 847-272-8129 / www.ul.com 00-LE-P0030 Issue: 5.0
Last Revised 09/16/2013
14. Does the Third Party suggest that gratuities or gift expenses will be incurred to secure business in any amount in
the case of government funded business? Yes ☐ No ☐ If “yes”, this is a red flag.
15. Has the Third Party requested payments to be made in “cash”, untraceable funds or to off-shore accounts?
Yes ☐ No ☐ If “yes”, this is a yellow flag
16. Will Third Party be in a position to give or accept money or other things of value in return for the obtaining of sales
for UL or performing test/inspection/certification/audit services on behalf of UL?
Yes ☐ No ☐ If “yes”, this is a yellow flag.
17. Does Third Party expect to have substantial “entertainment,” “business development” or travel expenses4 which it
will pass on to UL or use to justify proposed fees? Yes ☐ No ☐ If “yes”, this is a yellow flag.
18. Does Third Party propose to make various “charitable” or “public service” donations to organizations in order to
develop business for UL? Yes ☐ No ☐ If “yes”, this is a yellow flag.
19. Is Third Party a new enterprise or venture or have little or no prior experience or track record?
Yes ☐ No ☐ If “yes”, this is a yellow flag.
20. Does Third Party have no or few references or are the references from unverifiable sources?
Yes ☐ No ☐ If “yes”, this is a yellow flag.
21. Is Third Party a former UL employee or employee of a UL Third Party?
Yes ☐ No ☐ If “yes”, this is a yellow flag.
22. Does Third Party have a permanent office or support personnel?
Yes ☐ No ☐ If “no”, this is a yellow flag.
23. Does Third Party have the ability to keep and submit accurate time or expense records?
Yes ☐ No ☐ If “no”, this is a yellow flag.
24. Is the work Third Party is being proposed to perform work UL is capable of doing internally?
Yes ☐ No ☐ If “yes”, proceed to 24.A.
4 Reimbursement of travel expenses raises a yellow flag because closer management of the payments to the third party may be required.
Appendix 1 Risk Rating Form Page 4
333 Pfingsten Road, Northbrook, IL 60062-2096, USA P 847-272-8800 / Fax 847-272-8129 / www.ul.com 00-LE-P0030 Issue: 5.0
Last Revised 09/16/2013
24.A. If yes, is there a business need for using the Third Party?
Yes ☐ No ☐ If “no”, this is a yellow flag.
25. Is the Contract of a large size5 that warrants careful consideration of Third Party background and credentials?
Yes ☐ No ☐ If “yes”, this is a yellow flag.
26. Is the Contract proposed to be open-ended, ongoing or “evergreen” (i.e., no set project completion or termination
date)? Yes ☐ No ☐ If “yes”, go to 26.A. If no, go to 27.
26.A. If yes, is there an ongoing auditing process surrounding the relationship or regularly
scheduled review process for the relationship?
Yes ☐ No ☐ If “no”, this is a yellow flag. If “yes”, please provide an explanation
of the process or review: .
27. Are the identities of the owners or principals of the Third Party unknown and/or hidden behind unusual layers of
corporate structures? Yes ☐ No ☐ If “yes”, this is a yellow flag.
28. Is the Compensation commission or success fee-based? Yes ☐ No ☐ If “yes”, this is a yellow flag.
29. Does the Third Party have its own written Ethics & Compliance Code of Conduct?
Yes ☐ No ☐ If “no”, this is a yellow flag.
30. Will the Contract actually be performed by additional third parties, sub-contractors or consultants?
Yes ☐ No ☐ If “yes”, this is a yellow flag
31. Does Third Party seek to be paid in an unusual manner or location for service rendered?
Yes ☐ No ☐ If “yes”, this is a yellow flag
32. Are there any other facts or circumstances that may suggest that the contract or transactions to be conducted
under the contract may not be typical, common or in the ordinary course of UL’s business?
Yes ☐ No ☐
If “yes”, this may be a yellow or red flag. Please describe those factors and then contact the Ethics &
Compliance Office to discuss further.
5 Large size is equal to more than $50,000 USD in any 12 month period.
Appendix 1 Risk Rating Form Page 5
333 Pfingsten Road, Northbrook, IL 60062-2096, USA P 847-272-8800 / Fax 847-272-8129 / www.ul.com 00-LE-P0030 Issue: 5.0
Last Revised 09/16/2013
33. Any other comments or considerations:
PLEASE TOTAL THE NUMBER OF RED AND YELLOW RISKS AND RECORD BELOW. TOTAL NUMBER OF RED FLAGS: __________ [If greater than 0, Proceed to High Risk Due Diligence. If 0, determine number of Yellow Flags] TOTAL NUMBER OF YELLOW FLAGS: __________ [If 4 or greater, proceed to High Risk Due Diligence. If 2 or 3, move to medium risk due diligence. If 1 or 0, proceed to low risk due diligence] Please provide the following information for the UL employee who completed this form: Name: Title: Signature: Date:
00‐LE‐P0030 Issue: 5.0
Appendix 2 Step 3 Step 4 Step 5 Step 6 Step 7
TPI Due Diligence Process Map
Step 1
Sponsor/Proposer
of Third Party
Relationship
Completes and
Signs Risk Rating
Form (Appendix 1)
to Determine
Whether Third
Party is an
Intermediary and
to Set Risk Level
Step 2
If Third Party is
not an
intermediary,
submit form to
No Further Due
Diligence is
required.
Continue with
Global Sourcing
Process to
establish Third
Party.
If Third Party is an
Intermediary,
proceed based on
Level of Risk: Low,
Medium, or High.
Low Risk Contract
‐‐‐‐‐‐‐‐‐‐‐‐‐‐
No More Than 1 Yellow Flag
Factor
No Red Factor
No Other Risk Factors
Present
Medium Risk Contract
‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐
2 or 3 Yellow Flags or
Other Risk Factors
No Red Flag Factors Present
High Risk Contract
‐‐‐‐‐‐‐‐‐‐‐‐‐
1 Red Flag or
4 or More Yellow
Flags or Other Risk Factors
Present
Conduct Low Risk Due
diligence
‐‐‐‐‐‐‐‐‐‐‐‐‐‐
Complete Section 2.3
Requirements
1 thru 5
Prepare Low Risk Due
Diligence Documents
‐‐‐‐‐‐‐‐‐‐‐‐
Submit Low Risk Due
Diligence
Documentation to
Global Purchasing
‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐
Conduct Low &
Medium Risk
Due Diligence
‐‐‐‐‐‐‐‐‐‐‐
Complete
Section 2.3
Requirements
1 thru 10
Prepare Medium Risk
Due Diligence
Documents
‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐
Submit Documentation
to Appropriate Senior
Management
designated in 2.3 for
approval
If approved, Submit All
Documentation to
Global Purchasing &
E&C Office
Conduct Low and
Medium Risk Due
Diligence
‐‐‐‐‐‐‐‐‐‐‐
Section 2.3
Requirements
1 thru 10 and Forward
to E&C Office for
Additional Review
Ethics & Compliance
Office determines what
additional steps are
required and conducts
steps
Ethics & Compliance
Office Advises
Sponsor/Proposer of
Completion of Steps
If Approved E&C
Submits
Documentation to
Global Purchasing
If Disapproved E&C
Advises Contract
Sponsor to Identify
Alternative
Contractor
Global Purchasing
Confirms Completion of Process Documentation
Notifies Sponsor/Proposer Okay to Proceed
Conducts SDN Search Maintains Documentation
Monitors Payment Parameters
Return to Contract
Sponsor If Not Approved
or Documentation
Incomplete
333 Pfingsten Road, Northbrook, IL 60062‐2096, USA P 847‐272‐8800 / Fax 847‐272‐8129 / www.ul.com 00‐LE‐P0030 Issue: 5.0
Last Revised
Appendix 3 Email Template
As an organization that is called upon to act on behalf of UL or one of its affiliates, you are receiving the below message and are being asked to comply with the request. As a global company, UL must comply with the anti-bribery and corruption laws and regulations of every country in which UL operates, including the U.S. Foreign Corrupt Practices Act (“FCPA”) and the UK Bribery Act. These standards are minimum standards that apply to all employees, UL’s Board of Trustees, UL’s President & CEO, all members of UL’s management team and any third parties that work with or on behalf of or are associated with UL. Any UL employee seeking to establish a business relationship for UL with a third party intermediary must, prior to engaging the third party intermediary, follow the process defined in UL’s Anti-bribery & Corruption Policy. In compliance with that policy, please review UL's Global Supplier Standards of Conduct and UL’s Anti-bribery & Corruption Policy by visiting www.ul.com/ulglobalethics. After reviewing these documents, please sign and return the Anti-bribery & Corruption Certification of Compliance to me or send it directly to the Ethics & Compliance Office ([email protected]). We look forward to doing business with you. If you have any questions, please contact Pamela Friedman, Ethics & Compliance Program Manager at [email protected]. Thank you.
333 Pfingsten Road, Northbrook, IL 60062-2096, USA P 847-272-8800 / Fax 847-272-8129 / www.ul.com 00-LE-P0030 Issue: 5.0
Last Revised
APPENDIX 4 ANTI-BRIBERY & CORRUPTION
CERTIFICATION OF COMPLIANCE
INSTRUCTIONS: THE AGENT OR THIRD PARTY’S DULY AUTHORIZED REPRESENTATIVE MUST COMPLETE
THIS FORM AND CERTIFICATION AND RETURN IT TO UL’S ETHICS & COMPLIANCE OFFICE
AT [email protected]. UL Policy: UL is committed to carrying out business fairly, honestly and openly. It is a violation of UL’s Anti-Bribery & Corruption Policy to offer, pay, promise or authorize to pay money, gifts or anything of value, including but not limited to bribes, entertainment, facilitation payments, kickbacks or any benefit, directly or indirectly, to any person or company whether a public official or private person or company, in order to improperly secure or retain business or to obtain, retain or secure an improper advantage in the conduct of business for UL or for any UL employee, contractor other agent of UL to solicit or accept any such payment or other benefit in connection with the performance of any service or other activity on behalf of UL. At a minimum, all third parties wanting to establish a relationship with UL must complete, sign and return this due diligence form and certification to UL.
Third Party is a (check one) ☐ Individual ☐ Corporation ☐ Partnership
Third Party Name (include corporate and trade name, if any): Address: Country: Email Telephone: Facsimile: Company Ownership: (Please detail persons or entities owning in excess of 10% of proposed third party) Company Description (Please provide a brief history of the company, qualifications and services provided): Full name of officers and key employees who are authorized to act for an on behalf of Third Party:
333 Pfingsten Road, Northbrook, IL 60062-2096, USA P 847-272-8800 / Fax 847-272-8129 / www.ul.com 00-LE-P0030 Issue: 5.0
Last Revised 09/16/2013
CERTIFICATION
The undersigned, a duly authorized representative of the above-named Third Party (“Third Party”), hereby certifies that
1. Third Party is committed to doing business without bribery. Third Party will not offer, pay, promise or authorize to pay money, gifts or anything of value, directly or indirectly, whether in cash or in kind, to or for the benefit of any party in order to improperly secure or retain business or to obtain, retain or secure an improper advantage in the conduct of business for UL.
2. Third Party will not solicit or accept money, gifts or anything of value directly or indirectly, whether
in cash or in kind, or other benefit, in connection with the performance of any service or other activity for or on behalf of UL other than the contractually established fee for services rendered and ordinary business expenses to be reimbursed in connection with the performance of such services, nor shall it permit any of its employees or associated persons to do so.
3. Third Party, including but not limited to, every officer, director, shareholder, employee, representative or agent of Third Party, has never been charged, prosecuted or convicted of violating the U.S. Foreign Corrupt Practices Act “FCPA,” the United Kingdom Bribery Act, or any other law or regulation relating to corruption or bribery;
4. Third Party is in receipt of UL’s Global Supplier Standards of Conduct and its Anti-bribery and Corruption Policy. Further, Third Party has read, understood and agrees to abide by UL’s Global Supplier Standards of Conduct and its Anti-bribery and Corruption Policy.
5. Third Party has not been debarred from bidding on government contracts in any country in which they do business.
6. Third Party is financially stable and maintains their books and records in accordance with internationally accepted accounting standards.
7. Third Party is not owned, wholly or partially, or controlled, directly or indirectly by any government
official or political party; and
8. Should Third Party learn of any of the prohibited activities described above, or if there are any changes in the ownership or control of Third Party, UL will be notified immediately.
Name of Authorized Representative: Company of Authorized Representative: Title of Authorized Representative: Signature of Authorized Representative Date
333 Pfingsten Road, Northbrook, IL 60062-2096, USA P 847-272-8800 / Fax 847-272-8129 / www.ul.com 00-LE-P0030 Issue: 5.0
Last Revised
APPENDIX 5 TPI DUE DILIGENCE QUESTIONNAIRE
INSTRUCTIONS: THIS FORM IS TO BE COMPLETED BY THE UL PERSON EVALUATING ANY
AGENT OR THIRD PARTY PROVIDING SERVICES FOR OR ON BEHALF OF UL. A COPY OF THE SIGNED TPI CONTRACT OR OTHER TERMS AND CONDITIONS MUST BE SUBMITTED WITH THE COMPLETED QUESTIONNAIRE.
1. TPI Information • Name: • City and country of principal place of business: • If different, country of citizenship (for individuals) or country of incorporation (for companies) 2. Contractual relationship • Is there a proposed/current contract with the TPI? If so, please identify the type of contract and
attach a signed copy. YES ☐ NO ☐
• If there is no written contract proposed, explain why and attach any documents that describe the
proposed/current relationship. 3. Qualifications/Technical Competence • What are the TPI’s Qualifications for the project or position? • Does the TPI have any technical credentials, such as certifications, degrees, licenses, etc.?
YES ☐ NO ☐ Have these credentials been checked? YES ☐ NO ☐
4. Background on TPI
• Has a risk analysis been performed for this TPI? YES ☐ NO ☐
If so, what is the Risk Rating? LOW ☐ MEDIUM ☐ HIGH ☐
333 Pfingsten Road, Northbrook, IL 60062-2096, USA P 847-272-8800 / Fax 847-272-8129 / www.ul.com 00-LE-P0030 Issue: 5.0
Last Revised
• How long has the TPI been in business? • Who are the TPI’s main clients and/or customers? • Do any of the TPI’s shareholders, owners, or key employees have relatives in key roles
o At UL? YES ☐ NO ☐
o At any current or prospective UL customer? YES ☐ NO ☐
5. Reference Checks • If the TPI was recommended to you by someone, who recommended the Third Party?
• Have you checked the TPI’s references? YES ☐ NO ☐
• Did each reference speak favorably of the TPI’s integrity and reputation for ethical
conduct? YES ☐ NO ☐
• If references were not checked, please provide an explanation of why the references were not
checked. • List any other sources you reviewed, such as reliable Internet databases and other publicly
available information (e.g., news articles, press releases), and indicate whether you found information indicating that the Third Party has a reputation for or history of corrupt conduct.
6. Services • What services will the TPI provide? • Is the TPI providing sales or services primarily in connection with a single customer or
prospective client? YES ☐ NO ☐ If yes, what is the nature of the TPI’s relationship with
the customer?
333 Pfingsten Road, Northbrook, IL 60062-2096, USA P 847-272-8800 / Fax 847-272-8129 / www.ul.com 00-LE-P0030 Issue: 5.0
Last Revised
• Is it likely that the TPI will be required to make sales to, obtain licenses, permits or discretionary
approvals from, or otherwise interact with, governmental officials on behalf of UL? YES ☐
NO ☐ If yes, please explain.
• List the countries where the TPI will conduct business for UL. • Will the TPI hire additional third parties, such as subagents, consultants, or sales
representatives? YES ☐ NO ☐ If yes, does the TPI have requirements for their third
parties to comply with anti-bribery & corruption laws? YES ☐ NO ☐
7. Compensation • What is the proposed/current compensation arrangement for the TPI?
• Will the TPI be paid a special commission or success fee? YES ☐ NO ☐
• Is the proposed/current compensation fair, reasonable and comparable for the country?
YES ☐ NO ☐
• Is the proposed/current compensation fair, reasonable, and comparable for the proposed
services? YES ☐ NO ☐
• Will/does the TPI also receive reimbursement for expenses? YES ☐ NO ☐
• Will TPI agree to provide accounting of and receipts for all significant expenses?
YES ☐ NO ☐
• Where will the TPI be paid (include country and location of bank, if known)? 8. Connection with Government Officials, Political Party Officials or Candidates for Political Office • Do you know or have any reason to believe that a government official could gain any benefit
because of UL’s relationship with the TPI? YES ☐ NO ☐
• Do you know or have any reason to believe the TPI:
o Is, or within the last year was, a government official? YES ☐ NO ☐
333 Pfingsten Road, Northbrook, IL 60062-2096, USA P 847-272-8800 / Fax 847-272-8129 / www.ul.com 00-LE-P0030 Issue: 5.0
Last Revised
o Has a close family member who is, or in the last year was, a government official?
YES ☐ NO ☐
o Has close relationships with a government official? YES ☐ NO ☐
o Employs anyone who is, or within the last year was, a government official?
YES ☐ NO ☐
o Has given or promised to give anything of value (including lavish entertainment or gifts),
directly or indirectly, to any government official for the purpose of influencing the official?
YES ☐ NO ☐
o Is partly owned or controlled, directly or indirectly, by anyone who is, or within the last
year was, a government official? YES ☐ NO ☐
9. Anti-Bribery Compliance • Has the TPI received a copy of the UL Global Supplier Standards of Conduct?
YES ☐ NO ☐
• Has the TPI completed the Third Party Due Diligence Certification (Appendix 4) or obtained
approval of its Ethics and Compliance Documentation from UL’s Ethics & Compliance Office?
YES ☐ NO ☐
10. Business Rationale and Mitigation • If the TPI has been identified as a Medium or High Risk, please describe the business rationale
for proceeding with this relationship. • Please define what steps could be put into place to mitigate the risks associated with this TPI. • If the TPI has been designated as a Medium or High Risk, has the approval to proceed been
obtained from those identified in Section 2.2 of the Anti-bribery & Corruption Policy (00-LE-P0030)?
YES ☐ NO ☐
333 Pfingsten Road, Northbrook, IL 60062-2096, USA P 847-272-8800 / Fax 847-272-8129 / www.ul.com 00-LE-P0030 Issue: 5.0
Last Revised
Please provide the following information for the UL employee who completed this form: Name: Title: Signature: Date: