Business Partner Approval Tool Getting Started Presentation · Business Partner Approval Tool Getting Started Presentation. ... • Check against Sanctioned Party List Risk Classification

MAN SE BPA-Tool Presentation Version 2.0 (February 2011)Compliance 1

Business Partner Approval Tool

Getting Started Presentation


Slide

Group Policy MAN 602 3-4

Business Partner Approval Tool - Overview 5

Scope of Application of BPA-Tool 6-9

Overview: Risk-based Screening Process 10

Overview: Risk-based Approval Responsibilites 11

Overview: Process Steps, Roles and Responsibilities 12

Roles and Responsibilites 13-14

CDD Questionnaire 15

Data Protection Forms 16

BPA-Tool: Where to find? 17

BPA-Tool Materials (“Help Me”) and Service Desk (“Contact”) 18-21

Contents


Group Policy MAN 602Engaging Business Partners with an Intermediary and/or

Representative Function

When initiating and / or conducting its business dealings, the MAN Group (“MAN”) often integrates

business partners with an intermediary and / or representative function who act in a sales support

capacity in the interests of or by order of MAN (“Business Partner”). The Business Partners‟ marketing

assistance is of great value to MAN‟s business. The Business Partners‟ knowledge of the local language,

customs, laws and businesses opens up important markets and establishes essential contacts.

However, since these Business Partners do not form part of MAN, it is difficult to ensure their adherence

to the same high ethical standards that are common for MAN.

In order to minimize the risk of the remuneration paid by MAN to Business Partners being used as

corruption funds, Group Policy MAN 602 prescribes the specific steps to be taken when reviewing

Business Partners.

Group Policy MAN 602 primarily governs the mandatory use of the Business Partner Approval Tool

(“BPA-Tool”), a web-based application that enables a Business Partner‟s integrity to be reviewed and

MAN‟s cooperation with the Business Partner to be approved quickly, transparently and comprehensively.

The policy also lays down the minimum standards that contracts concluded with Business Partners have

to fulfill and stipulates the rules that apply to documenting and archiving contracts as well as the

verification steps to be taken before paying remuneration to a Business Partner.


Integrity Assessment of Business Partner

mandatory use of BPA-Tool (https://bpa.dc.man.lan)

Contracting with Business Partner

only written standard contracts

including anti-corruption clause, non-assignment clause

and audit right clause

Documentation and Archiving

Selection, engagement and performance of Business

Partners must be documented continuously and

comprehensively

Payment of Remuneration to Business Partner

Separation of Duties: Accounting must review whether

all payment conditions are met

Group Policy MAN 602Engaging Business Partners with an Intermediary and/or


https://bpa.dc.man.lan/


Business Partner Approval Tool

Introduction

MAN has to conduct a reliable screening of its intermediaries before engaging them. To facilitate the

assessment of a Business Partner‟s integrity MAN has implemented the BPA-Tool.

The BPA-Tool must be used by all MAN Group companies for the integrity-related screening of all

Business Partners with an intermediary and / or representative function that work for or with MAN.

Process

Entry of Business

Partner & MAN

Key Data

Risk

Assessment

Due

Diligence

Release

Review

Approval

Entry of Contract

Key Data

Group Policy MAN 602 – Engaging Business Partners with

an Intermediary and / or Representative Function

Implementation via the Business Partner Approval-Tool

Global Policy

Global Process

Global IT-Tool


BPA-Tool

Scope of Application

Business Partners in the sense of the BPA-Tool are all types of intermediaries or representatives

that act in a sales support capacity and who act in the interest or on behalf of a MAN entity to

support MAN in selling goods or services on both the private and public sector by exercising one or

more of the following activities:

The Business Partner purchases MAN products directly from MAN and resells them on its own account and in its

own name in a defined contractual territory and is obliged to establish a sales network (sales and after-sales) in the

contractual territory.

An example of a Business Partner in this category would be an importer.

The Business Partner purchases MAN products directly from MAN and resells them on its own account and in its

own name to third parties (without having added significant value to the products, e.g. by assembling them with or

integrating them into other products, remodeling or altering them, completing them with other products or further

processing them) and additionally fulfills at least one of the following two criteria:

1. The agreement with the Business Partner stipulates a continuing obligation of MAN to sell products to the

Business Partner for the term of the agreement. This is in contrast to an occasional reseller that purchases

products from MAN based only on a purchase agreement and not on a framework agreement;

2. The Business Partner is stipulated by third parties.

An example of a Business Partner in this category would be a dealer.


BPA-Tool


Business Partner is a company that is specialized in the manufacturing and/or installation of body fittings for

“special purpose vehicles”. It is of no relevance whether (i) MAN purchases a body fitting from such company or

whether (ii) MAN sells chassis to such company.

Such Business Partners are referred to as a so-called bodybuilder.

Bodybuilder that transact business with MAN and the end-customer on the basis of two separate invoices sent to

the end-customer do not need to be evaluated, i.e., they are not considered as Business Partners in terms of

Group Policy MAN 602. In these cases, the end customer purchases a chassis directly from MAN and the

respective body fitting directly from the bodybuilder on the basis of two separate orders/contracts. In this case MAN

invoices the end-customer directly only for the MAN chassis.

The Business Partner purchases only spare parts and tools from MAN and renders after-sales services (e.g.,

maintenance, warranty and repair work) on MAN products. He may possibly - but not necessarily - procure direct

sales of MAN products between MAN and the customer on a case-by-case basis.

An example of a Business Partner in this category would be an after-sales partner.

The activity refers to a Business Partner that arranges transactions as an independent contractor, in a defined

territory, with regard to specific MAN products and / or services. The contract relating to the sale of products and /

or the rendering of services will be concluded between MAN and the customer.

If the Business Partner procures the sale of MAN products and/or services between MAN and the customer only

on a case-by-case basis, but primarily purchases and resells MAN products on its own account as described in the

previous two categories, it then does not fall within this category.

An example of a Business Partner in this category would be a (sales) agent.


The activity refers to a Business Partner that provides assistance in obtaining sales or other orders and does not

fall within the previous category. The activity is generally project-related and may include, e.g.:

• assisting MAN in the preparation of a bid and during a tender process;

• preparation and organization of meetings between MAN and the customer;

• advice and support regarding local conditions, laws, regulations and customs as well as the competences of

authorities involved in the project;

• interpreting and translation services;

• handling the correspondence between MAN and the customer;

• keep MAN updated on the progress of the project and advise on project management;

• procurement of single sales between MAN and the customer ("Gelegenheitsvermittler");

An example of a Business Partner in this category would be a business consultant.

The Business Partner performs a certain advocacy vis-à-vis public authorities with the intention to influence

political decisions made by the government. This includes all attempts to influence legislators, constituents or

organized groups for the benefit of MAN - e.g., by initiating or participating in close, regular dialogues with

politicians or by working with numerous associations and seeking dialogue in various platforms.

An example of a Business Partner in this category would be a lobbyist.

The Business Partner and MAN cooperate in a joint business activity to pursue a mutual endeavor. Each

participant retains its separate legal status and the cooperation may represent and obligate the participants only as

far as the mutual endeavor is concerned.

An example of a Business Partner in this category would be a consortium partner.

In case the cooperation comprises of an internal consortium led by MAN (MAN = consortium leader) the

consortium partners do not need to be evaluated, i.e., they are not considered Business Partners in terms of Group

Policy MAN 602.

BPA-Tool



The Business Partner and MAN form a legal entity to undertake an economic activity together. They then share in

the revenues, expenses and "control" of the enterprise. The venture can be set up for a specific project or a

continuing business relationship.

An example of a Business Partner in this category would be a joint venture partner.

The Business Partner is hired to process the transit of imported or exported goods through customs. He may also

conduct the transportation of goods or render logistic services.

An example of a Business Partner in this category would be a customs clearing agent.

The Business Partner is instructed to recover MFI owned vehicles or other MFI assets generally after (ordinary or

extraordinary) termination of the respective lease or other financing agreement between MFI and the lessee. i.e. to

make available the possession of the assets to MFI in the event that these assets are not returned by the lessee

after termination of the agreement.

Such Business Partners are referred to as a so-called repossession agents.

The Business Partner uses MAN know-how / IP-rights by way of a license, limited to a defined territory, customer

and / or project. The products which the Business Partner manufactures are based on the MAN know-how / IP-

rights. The Business Partner additionally needs to meet the following two criteria:

1. MAN grants permission to the Business Partner to distribute the respective products under the MAN trademark

and

2. the Business Partner does not sell the respective products exclusively to MAN.

An example of a Business Partner in this category would be a licensee.

BPA-Tool



OverviewRisk-based Screening Process

= Compliance Due Diligence

Due Diligence

medium risk

Due Diligence

higher risk

Due Diligence

lower risk

• 9 questions for Risk Classification

• Internet search

• Check against Sanctioned Party

List

Risk Classification Due Diligence

Entry of Business Partner & MAN

Key DataRisk Classification Due Diligence

Release Review

Approval

Entry of ContractKey Data

higher

medium

lower


Management Compliance DivisionCorporate Compliance

Office

Management

Management Compliance Division

Risk

medium

higher

Release Review Approval

lower

Overview Risk-based Approval Responsibilities


ApproverReleaser Reviewer

OverviewProcess Steps, Roles and Responsibilities

Originator

Entry of

MAN

Key Data

Risk

AssessmentDue

Diligence

Release

(lower,

medium &

higher risk)

Entry of

Contract Key

Data

Review

(medium &

higher risk)

Approval

(higher risk)

Entry of

Business Partner

Key Data

Originator

Sales Management Compliance Sales


Roles and Responsibilities

• Enters the Key Data for the Business Partner and the Compliance Due Diligence

• Performs the Risk Assessment

• Assesses the Business Partner„s integrity by providing all the information required for the

Due Diligence depending on the risk category assigned to the Business Partner in the Risk

Assessment

• Submits the Compliance Due Diligence for Release to the Management

• Enters the Contract Key Data upon Approval of the Compliance Due Diligence

• (= so-called “Originator”)

Sales Organization

• Examines the information submitted by the Sales Organization and, if necessary, gathers

further information either on its own or through the Sales Organization

• Medium and Higher Risk cases: Releases the Compliance Due Diligence and submits it for

Review to the Compliance Officer or stops the Process (“Stopped in Release”)

• Lower Risk cases: Approves or disapproves the Compliance Due Diligence

• (= so-called “Releaser”)

Management


Roles and Responsibilities

• Examines the information contained in the Compliance Due Diligence and, if necessary,

gathers further information either on his/her own or through the Sales Organization

• Higher Risk Cases: Reviews the Compliance Due Diligence and submits it to the Corporate

Compliance Office for Approval or stops the Process (“Stopped in Review”)

• Medium Risk Cases: Approves or disapproves the Compliance Due Diligence

• (= so-called “Reviewer”)

Compliance Officer Divisions & Compliance Manager Regions / Units

• Examines the information contained in the Compliance Due Diligence and, if necessary,

gathers further information either on its own or through the Sales Organization

• Higher Risk Cases: Approves or disapproves the Compliance Due Diligence

• (= so-called “Approver”)

Corporate Compliance Office

BPA-Tool Project Team

• Supports the implementation of the BPA-Tool and its worldwide roll-out

• Constantly manages, maintains, improves and enhances the BPA-Tool

• Provides training / background material, forms and checklists (“Help me”), supports

the Service Desk (“Contact”) and holds on-site trainings for the users

• Ensures that the legal requirements are fulfilled


The following forms can be used for obtaining the relevant information from the Business

Partner:

Risk

Category

Business Partner is

Legal entityBusiness Partner is

Individual

Higher Questionnaire

Legal Entities

High Risk

Questionnaire

Individuals

High Risk

Medium Questionnaire

Legal Entities

Medium Risk

Questionnaire

Individuals

Medium Risk

CDD Questionnaire Forms


Risk

Category

Business Partner is

Legal entityBusiness Partner is

Individual

Higher Consent Form

► to be signed by

Business Partner

Consent Form

► to be signed by

Business PartnerMedium

Lower Notice

► Hand out to Business

Partner (for information

purposes only)

Notice

► Hand out to Business

Partner (for information

purposes only)

Data Protection Forms

Collecting and storing information about Business Partners and / or their Key Persons is

subject to Data Protection laws.

Please ensure that the following forms are used accordingly before performing your Due

Diligence on the Business Partner:


https://bpa.dc.man.lan/bpa

BPA-Tool

Where to find it?

Note: Users from a former MAN Turbo domain (SBU Turbomachinery, BU

PrimeServ Turbo) or from the MAN SE domain please use the following

link to the BPA-Tool:

https://bpa.dc.man.lan/bpa/login/login.jsp




Press button to

resume already started

Compliance Due

Diligence (“CDD”) or

to search for such

CDDs that you have

rights in.

Press button to search

for a Business Partner

(“BP”).

Add new Business

Partner (if your search

for existing BP did not

find any matches)

For personal

assistance on the

BPA-Tool, IT support

or general Compliance

issues you find

contact details here.

Link to Training /

Background Material,

Data Protection Forms

and the Due Diligence

Questionnaires.

Link to the BPA-Tool: https://bpa.dc.man.lan/bpa

Note: For Users from a former MAN Turbo domain (SBU Turbomachinery, BU PrimeServ Turbo) and from the MAN SE

domain the link to the BPA-Tool is:


Training BPA-Tool




Press button to

resume already started

Compliance Due

Diligence (“CDD”) or

to search for such

CDDs that you have

rights in.

Press button to search

for a Business Partner

(“BP”).

Add new Business

Partner (if your search

for existing BP did not

find any matches)

Training BPA-Tool


BPA-Tool Materials “Help me”

Training /

Background

Material

• BPA-Tool Presentation

• BPA-Tool Manual

• Group Policy MAN 602

• Data Protection Guidelines

Data Protection

Forms

• Consent Form (Legal Entities Medium and High Risk)

• Notice (Legal Entities Low Risk)

• Consent Form (Individuals Medium and High Risk)

• Notice (Individuals Low Risk)

Due Diligence

Questionnaires

• CDD Questionnaire Legal Entities High Risk

• CDD Questionnaire Legal Entities Medium Risk

• CDD Questionnaire Individuals High Risk

• CDD Questionnaire Individuals Medium Risk


BPA-Tool Service Desk “Contact”

BPA-Tool

Service

Desk

Contact the BPA Service Desk for

• System related issues

• General questions concerning the BPA-Tool and the

process of conducting a Business Partner Compliance Due

Diligence

[email protected]

0049. 89. 1580-7111

Compliance

Help

Desk

Contact the Compliance Help Desk for

• Questions concerning the Group Policy MAN 602 -

Engaging Business Partners with an Intermediary and/or


[email protected]

0049. 89. 36098-555

Documents

Business Partner Approval Tool Getting Started Presentation · Business Partner Approval Tool Getting Started Presentation. ... • Check against Sanctioned Party List Risk Classification