FINAL ASSESSMENT URS CORPORATIONcompanies.defenceindex.org/pdf/urscorporation.pdf · (p.7): ZCode of Business Conduct and Ethics – The Committee shall review and assess, on an annual

URS CORPORATION 10/05/14 WWW.URS.COM

FINAL ASSESSMENT

URS CORPORATION

The following pages contain the detailed scoring for your company based on

public information.

The following table represents a summary of your scores:

Topic Number of

questions

% score based

on public

information

Leadership, Governance and Organisation 10 60%

Risk Management 5 50%

Company Policy and Codes 12 75%

Training 5 40%

Personnel and Helplines 7 71.4%

Total 39 62.8%

TI has found no evidence that the company is involved in offsets and has therefore removed the two relevant questions (A13a and A13b).


A1:

Does the company publish a statement from the Chief Executive Officer or the Chair of the Board supporting the ethics and anti-corruption agenda of the company?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company publishes a statement from the CEO or Chairman supporting the ethics and anti-corruption agenda of the company. TI notes the statement in the Annual Report but does not assess this to be a strong enough statement to score here.

References:

Public:

TI notes:

Annual Report (2013), p.2:

‘Message from Martin M. Koffel, Chairman and Chief Executive Officer.

We have a diversified business, with competitive positions in a balanced mix of long-term markets— federal, oil and gas, infrastructure, power, and industrial—and an unrelenting focus on professional excellence, client service, quality, safety, and ethics.’

http://media.corporate-ir.net/media_files/IROL/89/89381/2013%20URS%20Annual%20Report.pdf




A2:

Does the company’s Chief Executive Officer or the Chair of the Board demonstrate a strong personal, external facing commitment to the ethics and anti-corruption agenda of the company?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company’s CEO or Chairman demonstrate a strong personal, external facing commitment to the ethics and anti-corruption agenda of the company.

References:

Public:

NA


A3:

Does the company’s Chief Executive Officer demonstrate a strong personal, internal-facing commitment to the ethics and anti-corruption agenda of the company, actively promoting the ethics and anti-corruption agenda at all levels of the company structure?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the CEO demonstrates a strong personal, internal-facing commitment to the ethics and anti-corruption agenda of the company. This engagement could for instance take the form of leading internal anti-corruption workshops or chairing a review of the anti-corruption agenda.

References:

Public:

NA


A4:

Does the company publish a statement of values or principles representing high standards of business conduct, including honesty, trust, transparency, openness, integrity and accountability?

Score:

2

Comments:

Based on public information, there is evidence that the company publishes a statement of values representing high standards of business conduct, including integrity, transparency, honesty and accountability. The values are briefly explained in several short sentences in the Code of Business Conduct and Ethics and on the company’s website, as well as a video from Mike Kosti, head of the company’s anti-corruption compliance program.

References:

Public:

Company website: About - Ethics

‘Engaging in ethical business practices is a commitment shared by URS employees throughout our offices and project sites around the world. Our positive reputation relies upon our employees taking personal responsibility for operating within the standards of ethical conduct in the countries in which we do business. The long-term success and sustainability of our company, we believe, depend upon work obtained and produced in an ethical and transparent manner.

Our focus on ethics and compliance begins with active leadership from our executives and is reinforced at every level across our operations and regions. Ethical business practices are embedded in our culture and our business strategy.’

http://www.urs.com/about/ethics/

Code of Business Conduct and Ethics (March 2010), p.1:

‘We are committed to maintaining the highest standards of business conduct and ethics. This Code of Business Conduct and Ethics reflects the business practices and principles of behavior that support this commitment. As a large, global company, URS has a diverse employee population drawn from the individual business cultures of several distinct companies. Although we function as a multinational organization, we expect every employee, officer and director to read and understand the Code and its application to the



performance of his or her business responsibilities. References in the Code to employees are intended to cover officers and, as applicable, directors.’

‘Unyielding personal integrity is the foundation of corporate integrity. The integrity and reputation of URS depends on the honesty, fairness and integrity brought to the job by each person associated with us.’

http://investors.urs.com/phoenix.zhtml?c=89381&p=irol-govConduct


‘As a lead ambassador of ethics, Mike knows the ultimate responsibility rests with each and every URS employee. He adds, “Our integrity as a company begins with our integrity as individuals.”’

‘Towards this end, we strive to foster a corporate culture in which high standards of ethical behavior, individual accountability and transparent disclosure are not just expected, but ingrained in every employee, officer and director.’

Company website: I am URS – Our people

‘Ethics is a core value of URS, it is central to our identity. We are committed to integrity and transparency in everything we do, and everywhere we do it.’

http://iamurs2013.com/#Storyslide11




A5:

Does the company belong to one or more national or international initiatives that promote anti-corruption or business ethics with a significant focus on anti-corruption?

Score:

2

Comments:

Based on public information, there is evidence that the company belongs to the Defence Industry Initiative (DII).

References:

Public:

DII website: Signatories – URS

‘URS Corporation

Date Ethics Program Created:

Friday, July 26, 2013’

http://www.dii.org/groups/urs-corporation

http://www.dii.org/groups/urs-corporation


A6:

Has the company appointed a Board committee or individual Board member with overall corporate responsibility for its ethics and anti-corruption agenda?

Score:

2

Comments:

Based on public information, there is evidence that the company has appointed the Audit Committee with overall corporate responsibility for its ethics and anti-corruption agenda.

References:

Public:

Audit Committee Charter (November 2014), p.1:

‘The Committee’s role includes […] the Company’s procedures for compliance with significant applicable legal, ethical and regulatory requirements that impact the financial statements or other responsibilities of the Committee as described in this Charter.’

(p.7): ‘Code of Business Conduct and Ethics – The Committee shall review and assess, on an annual basis, the Company’s Code of Business Conduct and Ethics and the Company’s system to monitor compliance with and enforce the Code.

• Conflicts of Interest/Related Person Transactions – The Committee shall review, assess and approve, on a case-by-case basis, any significant conflicts of interest and related person transactions.

• Complaints and Concerns – The Committee shall establish and maintain procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters. The Committee also shall establish and maintain procedures for the confidential, anonymous submission by employees of the Company with respect to concerns regarding questionable accounting or auditing matters. The Committee shall investigate any matter brought to the attention of the Committee within the scope of its duties if, in the judgment of the Committee, such investigation is necessary or appropriate’

http://phx.corporate-ir.net/External.File?item=UGFyZW50SUQ9MTIzOTg4fENoaWxkSUQ9LTF8VHlwZT0z&t=1




Board Affairs Committee Charter (November 2014), p.1:

‘The Committee’s role is […] reviewing and assessing the Company’s Corporate Governance Guidelines and overseeing the monitoring and evaluation of the Board and management and the Company’s corporate governance practices. The Committee’s role includes oversight of the procedures for compliance with significant applicable legal, ethical and regulatory requirements that impact corporate ‘governance.’

(p.4): ‘Corporate Governance Guidelines – The Committee shall periodically review and assess the Company’s Corporate Governance Guidelines and their application, and shall recommend any changes deemed appropriate to the full Board for its consideration.’

http://phx.corporate-ir.net/External.File?item=UGFyZW50SUQ9MTc3NzY0fENoaWxkSUQ9LTF8VHlwZT0z&t=1




A7:

Has the company appointed a person at a senior level within the company to have responsibility for implementing the company’s ethics and anti-corruption agenda, and who has a direct reporting line to the Board?

Score:

2

Comments:

Based on public information, the company has appointed a person at a senior level within the company with responsibility for implementing the company’s ethics and anti-corruption agenda. Mike Kostiw, Corporate Counsel of Anti-bribery and Compliance, is head of the company’s Anti-corruption Compliance Programme and is responsible for ‘communicating the importance of ethics generally, for managing our policies and procedures on anti-corruption and then lastly for developing the process by which we vet third-party business partners’. TI notes that there is also a Chief Compliance Officer, Joseph Masters, Vice President and General Counsel, who oversees compliance of the Code of Business Conduct and Ethics.

References:

Public:

Anti-Bribery Policy (January 2013), p.2:

‘The Legal Department is responsible for international regulatory policies and procedures and the overall administration of the Company’s compliance program.’

http://www.urs.com/content/wp-content/uploads/sites/22/2013/10/Anti-Bribery.pdf


‘URS is committed to maintaining the highest standard of ethical behavior. It’s Mike Kostiw’s mission as head of URS’ anti-corruption compliance program to reinforce that standard in the nearly 50 countries where we operate. “Ethics is an integral part of how we do business,” Mike says.’

‘As a lead ambassador of ethics, Mike knows the ultimate responsibility rests with each and every URS employee. He adds, “Our integrity as a company begins with our integrity as individuals.”’



Company website : I am URS - Video of Mike Kostiw

‘I am responsible for communicating the importance of ethics generally, for managing our policies and procedures on anti-corruption and then lastly for developing the process by which we vet third-party business partners.’


Reuters website : Company officers - URS

‘Joseph Masters, Vice President, General Counsel, Corporate Secretary’

http://www.reuters.com/finance/stocks/companyOfficers?symbol=URS

Anti-bribery Policy (January 2013), p.1:

‘Responsibility : General Counsel’


‘Our ethics and compliance processes and procedures are designed to prevent, identify, and resolve any potential ethical concerns, and include training and communications, monitoring and auditing, enforcement and discipline, and response and prevention. Our processes are supported by a team of professionals, led by URS’ Compliance Officer and General Counsel.’


Code of Business Conduct and Ethics (March 2010), pp.14-15:

‘20. Compliance Standard and Procedures

Compliance Resources

To facilitate compliance with this Code, we have implemented a program of Code awareness, training and review. We have established the position of Compliance Officer to oversee this program. The Compliance Officer is a person to whom you can address any questions or concerns. We have designated the Vice President and General Counsel as our Compliance Officer, who can be reached as follows:

600 Montgomery Street, 25th Floor, San Francisco, California 94111; (phone) 415-774-2700; (fax) 415-834-1506.

In addition to fielding questions or concerns with respect to potential violations of this Code, the Compliance Officer is responsible for:

•investigating possible violations of the Code;

•overseeing the training of new employees in Code policies;

•overseeing the conduct of periodic training sessions to refresh employees’ familiarity with the Code;

•distributing copies of the Code annually to each employee with a reminder that each employee is responsible for reading, understanding and complying with the Code;

•updating the Code as needed and alerting employees to any updates, with appropriate approval of the Audit Committee of the Board of Directors, to reflect changes in the law,


http://www.reuters.com/finance/stocks/companyOfficers?symbol=URS



URS operations and in recognized best practices, and to reflect URS experience; and

•otherwise promoting an atmosphere of responsible and ethical conduct.’

(p.16): ‘The Compliance Officer will investigate all reported possible Code violations promptly and with the highest degree of confidentiality that is possible under the specific circumstances. Neither you nor your supervisor may conduct any preliminary investigation, unless authorized to do so by the Compliance Officer. Your cooperation in the investigation will be expected. As needed, the Compliance Officer will consult with the Human Resources department and/or the Audit Committee of the Board of Directors. We will strive to employ a fair process by which to determine violations of the Code.’


A8:

Is there regular Board level monitoring and review of the performance of the company’s ethics and anti-corruption agenda?

Score:

2

Comments:

Based on public information, there is evidence that the Audit Committee reviews and assesses the Company’s Code of Business Conduct and Ethics, and the Company’s system to monitor compliance with and enforce the Code. This is carried out on an annual basis.

References:

Public:

Company website: Risk Management

‘The Board of Directors and its Audit Committee are responsible for reviewing and assessing URS' policies and procedures governing risk assessment, risk management and insurance. The Board of Directors and its Audit Committee receive regular reports and presentations by members of its management team and independent advisors regarding the effectiveness of URS' internal controls, auditing matters and other risk management systems.’

http://phx.corporate-ir.net/phoenix.zhtml?c=89381&p=irol-govRiskMgt_pf


‘Code of Business Conduct and Ethics – The Committee shall review and assess, on an annual basis, the Company’s Code of Business Conduct and Ethics and the Company’s system to monitor compliance with and enforce the Code.


• Complaints and Concerns – The Committee shall establish and maintain procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters. The Committee also shall establish and maintain procedures for the confidential, anonymous submission by employees of the Company with respect to concerns regarding questionable accounting or auditing matters. The Committee shall investigate any matter brought to the attention of the Committee within the scope of its duties if, in the judgment of the Committee, such

http://phx.corporate-ir.net/phoenix.zhtml?c=89381&p=irol-govRiskMgt_pf


investigation is necessary or appropriate’


A8(a):

Is there a formal, clear, written plan in place on which the review of the ethics and anti-corruption agenda by the Board or senior management is based, and evidence of improvement plans being implemented when issues are identified?

Score:

0

Comments:

Based on public information, there is no readily available evidence of a formal, clear, written plan in place on which the review of the ethics and anti-corruption agenda by the Board or senior management is based, and evidence of improvement plans being implemented when issues are identified.

References:

Public:

TI notes:


‘Code of Business Conduct and Ethics – The Committee shall review and assess, on an annual basis, the Company’s Code of Business Conduct and Ethics and the Company’s system to monitor compliance with and enforce the Code.


• Complaints and Concerns – The Committee shall establish and maintain procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters. The Committee also shall establish and maintain procedures for the confidential, anonymous submission by employees of the Company with respect to concerns regarding questionable accounting or auditing matters. The Committee shall investigate any matter brought to the attention of the Committee within the scope of its duties if, in the judgment of the Committee, such investigation is necessary or appropriate’



‘We are responsible for cooperating fully with investigations and audits, and answering questions truthfully and to the best of our ability. When an investigation or audit reveals the need to take corrective measures, we are obligated to cooperate in implementing changes in systems, practices, or procedures to avoid future ethics or compliance issues.’


A9:

Does the company have a formal process for review and where appropriate update its policies and practices in response to actual or alleged instances of corruption?

Score:

2

Comments:

Based on public information, there is evidence that the company has a process for review and where appropriate updates its policies and practices in response to actual or alleged instances of corruption.

References:

Public:

Code of Business Conduct and Ethics (November 2014), pp.14-16:

‘In addition to fielding questions or concerns with respect to potential violations of this Code, the Compliance Officer is responsible for:





•updating the Code as needed and alerting employees to any updates, with appropriate approval of the Audit Committee of the Board of Directors, to reflect changes in the law, URS operations and in recognized best practices, and to reflect URS experience;’

(p.16): ‘We are responsible for cooperating fully with investigations and audits, and answering questions truthfully and to the best of our ability. When an investigation or audit reveals the need to take corrective measures, we are obligated to cooperate in implementing changes in systems, practices, or procedures to avoid future ethics or compliance issues.’


A9(a):

Does the company have a formal anti-corruption risk assessment procedure implemented enterprise-wide?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company has a formal anti-corruption risk assessment procedure implemented enterprise-wide.

References:

Public:

TI notes:


‘Risk Assessment and Management – The Committee shall periodically review, assess and discuss with management and the independent auditor, as appropriate, the Company’s guidelines and policies governing risk assessment, risk management and insurance, as well as the Company’s major financial risk exposures and the steps management has undertaken to control them.’


A10:

Does the company have a formal anti-corruption risk assessment procedure for assessing proposed business decisions, with clear requirements on the circumstances under which such a procedure should be applied?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company has a formal anti-corruption risk assessment procedure for assessing proposed business decisions, with clear requirements on the circumstances under which such a procedure should be applied.

References:

Public:

NA


A11:

Does the company conduct due diligence that minimises corruption risk when selecting or reappointing its agents?

Score:

1

Comments:

Based on public information, there is evidence that the company conducts due diligence that minimises corruption risk when selecting agents. The company therefore scores 1. To score higher there must be evidence that the company refreshes the due diligence at least every 3 years, and/or when there is a significant change in the business relationship.

References:

Public:


‘Third Party Due Diligence. The Company may be liable under the FCPA, the Bribery Act and other anti-bribery laws for improper payments or gifts made to foreign officials by third parties that perform services for or on its behalf, including its agents, representatives, consultants and partners. Any such third party must therefore:

-be reputable and possess the requisite experience and expertise;

-be able to provide business references;

-possess adequate resources to fulfill commitments; and

-agree in writing that it has and will comply with the FCPA, the Bribery Act and any local anti-bribery laws (as set forth in Attachment 1 hereto).

To determine if these requirements are met, the Company must perform adequate due diligence and confirm that there is no history of illegal or unethical conduct on the part of the third party.

Compensation of agents, representatives and consultants must be reasonable and commensurate with legitimate work performed.

A centralized list of all of the Company’s agents and representatives must be maintained by the Legal Department.’

(p.3): ‘All arrangements with agents and partners must be approved in advance by the Company’s General Counsel and the Presidents of the Infrastructure & Environment, Federal Services or Energy & Construction businesses.’


A12:

Does the company have contractual rights and processes for the behaviour, monitoring, control, and audit of agents with respect to countering corruption?

Score:

2

Comments:

Based on public information, there is evidence that the company has contractual rights and processes for the behaviour, monitoring, control and audit of agents with respect to countering corruption. Agents agree: to abide by the URS Anti-Bribery Policy; to allow the company to conduct audits to assess compliance and; that noncompliance with any part of the Anti-bribery policy is a basis for the company to withhold payment and terminate the agreement between it and the agent.

References:

Public:

Code of Business Conduct and Ethics (November 2014), p.1:

‘Supervisors also are expected to ensure that all agents and contractors conform to Code standards when working for or on behalf of URS.’


‘Company officers, directors, employees, agents, representatives, consultants and partners may not, with the intent to obtain or retain business or any commercial advantage, offer, pay, promise to pay or authorize another to pay any money, make any gift or provide anything of value on behalf of the Company to:

-any foreign official;

-any foreign political party or official thereof or any candidate for foreign political office; or

-any person acting in a commercial capacity.’

(p.4): ‘Audits. The Company will periodically conduct audits to assess compliance with the FCPA, the Bribery Act and this Policy and Procedure.’

(p.5): ‘Contracts with all subcontractors, agents, representatives, consultants, and


partners must include the following contract provision:

Contracting Party agrees to strictly abide by the URS Anti-Bribery Policy and Procedure, which is incorporated herein as if set forth in full. Specifically, Contracting Party shall at all times comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and any local anti-bribery (or anti-corruption) laws (collectively the “Anti-Bribery Laws”). In accordance with the Anti-Bribery Laws, Contracting Party will not, with the intent to obtain or retain business or any commercial advantage, offer, pay, promise to pay or authorize another to pay any money, make any gift or provide anything of value on behalf of URS to:



- any person acting in a commercial capacity.’

(p.7): ‘I, _______, certify that I and the other employees of my company,_______, are familiar with the provisions of the U.S. Foreign Corrupt Practices Act (“FCPA”) and the U.K. Bribery Act (“Bribery Act”), that we have read and understand the URS Anti-Bribery Policy and Procedure (which is incorporated herein as if set forth in full), and that we have and will continue to comply with this Policy, the FCPA, the Bribery Act and any local anti-bribery laws.

I confirm that should I learn of any violation of anti-bribery laws in connection with URS business, I will immediately notify URS.

We represent that no owner, officer or employee of our company or any family member is or has become a government official or candidate for political office, that there has been no change in ownership of our company and, unless prior written authorization has been received from URS, that we have not engaged or paid any third party to assist in the performance of our contract with URS.

I acknowledge that URS shall have reasonable access to our company’s books and records and the right to audit them on a periodic basis.

I agree that noncompliance with any provision set forth herein or false certification is a basis for URS to withhold payment and immediately terminate the existing agreement between us.’

(p.5): ‘Contracts with all subcontractors, agents, representatives, consultants, and partners must include the following contract provision:

Contracting Party agrees to strictly abide by the URS Anti-Bribery Policy and Procedure, which is incorporated herein as if set forth in full.’


A13:

Does the company make clear to contractors, sub-contractors, and suppliers, through policy and contractual terms, its stance on bribery and corruption and the consequences of breaches to this stance?

Score:

2

Comments:

Based on public information, there is evidence that contractors and suppliers are aware of the company’s stance on bribery and corruption. Contractors and suppliers must agree to follow the company’s Anti-bribery policy and company supervisors must ensure they conform to the Code of Business Conduct and Ethics in their working practices. Evidence also suggests that noncompliance with any part of the Anti-bribery policy is a basis for the company to withhold payment and terminate the agreement between it and the contractor.

References:

Public:



Anti-Bribery Polic (2013), p.2:

‘Company officers, directors, employees, agents, representatives, consultants and partners may not, with the intent to obtain or retain business or any commercial advantage, offer, pay, promise to pay or authorize another to pay any money, make any gift or provide anything of value on behalf of the Company to:



-any person acting in a commercial capacity.’


Contracting Party agrees to strictly abide by the URS Anti-Bribery Policy and Procedure, which is incorporated herein as if set forth in full. Specifically, Contracting Party


shall at all times comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and any local anti-bribery (or anti-corruption) laws (collectively the “Anti-Bribery Laws”). In accordance with the Anti-Bribery Laws, Contracting Party will not, with the intent to obtain or retain business or any commercial advantage, offer, pay, promise to pay or authorize another to pay any money, make any gift or provide anything of value on behalf of URS to:




(p.7): ‘I, _______, certify that I and the other employees of my company,_______, are familiar with the provisions of the U.S. Foreign Corrupt Practices Act (“FCPA”) and the U.K. Bribery Act (“Bribery Act”), that we have read and understand the URS Anti-Bribery Policy and Procedure (which is incorporated herein as if set forth in full), and that we have and will continue to comply with this Policy, the FCPA, the Bribery Act and any local anti-bribery laws.

I confirm that should I learn of any violation of anti-bribery laws in connection with URS business, I will immediately notify URS.

We represent that no owner, officer or employee of our company or any family member is or has become a government official or candidate for political office, that there has been no change in ownership of our company and, unless prior written authorization has been received from URS, that we have not engaged or paid any third party to assist in the performance of our contract with URS.

I acknowledge that URS shall have reasonable access to our company’s books and records and the right to audit them on a periodic basis.

I agree that noncompliance with any provision set forth herein or false certification is a basis for URS to withhold payment and immediately terminate the existing agreement between us.’


Contracting Party agrees to strictly abide by the URS Anti-Bribery Policy and Procedure, which is incorporated herein as if set forth in full.’


A13(a):

Does the company explicitly address the corruption risks associated with offset contracting?

Score:

NA

Comments:

Based on public information, there is no readily available evidence that the company engages in offset contracting.

References:

NA


A13(b):

Does the company conduct due diligence that minimises corruption risk when selecting its offset partners and offset brokers?

Score:

NA

Comments:

Based on public information, there is no readily available evidence that the company engages in offset contracting.

References:

NA


A15:

Does the company have an anti-corruption policy that prohibits corruption in its various forms?

Score:

2

Comments:

Based on public information, there is evidence that the company has an anti-corruption policy that prohibits bribery, facilitation payments, improper gift exchange and conflicts of interest.

References:

Public:


‘Our employees are expected to comply with the applicable laws in all countries to which they travel, in which they operate and where we otherwise do business, including laws prohibiting bribery, corruption or the conduct of business with specified individuals, companies or countries. The fact that in some countries certain laws are not enforced or that violation of those laws is not subject to public criticism will not be accepted as an excuse for noncompliance. In addition, we expect employees to comply with U.S. laws, rules and regulations governing the conduct of business by its citizens and corporations outside the U.S.’

(p.6): ‘10. Conflicts of Interest

We expect our employees to be free from influences that conflict with the best interests of URS, that might interfere in any way with the performance of their duties as employees or deprive URS of their undivided loyalty in connection with their employment or, with respect to directors, that may compromise their judgment or deprive URS of their undivided loyalty in connection with matters raised before the Board or a Committee or when otherwise acting on behalf of the Company.’

(p.11): ‘14. Gifts and Entertainment

Neither employees nor their family members may offer, provide or accept any gift or entertainment unless approved in advance by the employee’s supervising manager and not (a) a gift of greater than $50USD in value, (b) a cash gift, (c) consisting of travel or lodging,


(d) susceptible of being construed as a bribe or kickback or (e) in violation of any laws.’

(p.12): ‘Federal laws forbid offering, soliciting, or accepting any kickback, or including the amount of any kickback in a government or other contract. A kickback is any money, fee, commission, credit, gift, gratuity, item of value, or compensation of any kind that is provided for the purpose of improperly obtaining or rewarding favorable treatment in connection with a contract. Accepting a kickback from any employee, vendor, or subcontractor is grounds for immediate discharge and may result in criminal prosecution.’

Anti-Bribery Policy (2013) p.1:

‘It is the policy of URS Corporation (the “Company”) to conform to the highest ethical standards and to comply with the U.S. Foreign Corrupt Practices Act (the “FCPA”), the U.K. Bribery Act 2010 (the “Bribery Act”), and local anti-bribery (or anti-corruption) laws wherever the Company and its subsidiaries and joint ventures conduct business.’

‘The Bribery Act prohibits the giving and taking of bribes in both the public and private sectors. The Act makes it an offense to offer or give a financial or other advantage with the intention of inducing a person to improperly perform a relevant function. It also is an offense to receive a financial or other advantage intending that a relevant activity is performed improperly. Further, the Act makes it an offense to offer or give a financial or other advantage to a foreign public official with the intention of influencing the official or obtaining or retaining business or a business advantage. Finally, it is an offense for a company to fail to prevent bribery, including when a person associated with the company bribes another.’

(p.2): ‘Company officers, directors, employees, agents, representatives, consultants and partners may not, with the intent to obtain or retain business or any commercial advantage, offer, pay, promise to pay or authorize another to pay any money, make any gift or provide anything of value on behalf of the Company to:



-any person acting in a commercial capacity’

‘The Company may be liable under the FCPA, the Bribery Act and other anti-bribery laws for improper payments or gifts made to foreign officials by third parties that perform services for or on its behalf, including its agents, representatives, consultants and partners.’

(p.3): ‘Facilitating Payments. The Company prohibits facilitating payments. These are nominal payments to lower-level government employees to secure routine governmental action, such as the issuance of permits or unloading of cargo. Such payments are not permitted under the Bribery Act and the laws of many foreign jurisdictions. Exceptions may be made only with the approval of the Legal Department in cases of risk to personal safety or security of Company employees. In any such instance, an accurate accounting record of the payment must be made.’


A16:

Is the anti-corruption policy explicitly one of zero tolerance?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the anti-corruption policy is explicitly one of zero tolerance. While the company abides by the UK Bribery Act, it does not issue its own zero tolerance statement of corruption.

References:

Public:

TI notes:


‘Our employees are expected to comply with the applicable laws in all countries to which they travel, in which they operate and where we otherwise do business, including laws prohibiting bribery, corruption or the conduct of business with specified individuals, companies or countries. The fact that in some countries certain laws are not enforced or that violation of those laws is not subject to public criticism will not be accepted as an excuse for noncompliance. In addition, we expect employees to comply with U.S. laws, rules and regulations governing the conduct of business by its citizens and corporations outside the U.S.’

Anti-Bribery Policy (2013) p.1:

‘It is the policy of URS Corporation (the “Company”) to conform to the highest ethical standards and to comply with the U.S. Foreign Corrupt Practices Act (the “FCPA”), the U.K. Bribery Act 2010 (the “Bribery Act”), and local anti-bribery (or anti-corruption) laws wherever the Company and its subsidiaries and joint ventures conduct business.’

‘The Bribery Act prohibits the giving and taking of bribes in both the public and private sectors. The Act makes it an offense to offer or give a financial or other advantage with the intention of inducing a person to improperly perform a relevant function. It also is an offense to receive a financial or other advantage intending that a relevant activity is performed improperly. Further, the Act makes it an offense to offer or give a financial or other advantage to a foreign public official with the intention of influencing the official or obtaining or retaining business or a business advantage. Finally, it is an offense for a


company to fail to prevent bribery, including when a person associated with the company bribes another.’


A17:

Is the company's anti-corruption policy easily accessible to Board members, employees, contracted staff and any other organisations acting with or on behalf of the company?

Score:

2

Comments:

Based on public information, there is evidence that the company’s Code of Business Conduct and Ethics is easily accessible to board members, employees, and contracted staff. Employees receive a copy of the Code of Business Conduct and Ethics annually and are alerted to any updates, while evidence suggests it is made available to Board members and contracted staff. The Code of Business Conduct and Ethics and Anti-bribery Policy are also available on the company’s website. TI notes that the Code of Business Conduct and Ethics is available in three languages and the Anti-bribery Policy is available in English.

References:

Public:

Company website: Ethics

Code of Business Conduct and Ethics (March 2010)

Available in English, Spanish and Mandarin


Company website: Offices

Office locations around the globe, for example Bolivia, Japan, Poland

http://www.urs.com/es/offices/




•updating the Code as needed and alerting employees to any updates, with appropriate approval of the Audit Committee of the Board of Directors, to reflect changes in the law,


http://www.urs.com/es/offices/


URS operations and in recognized best practices, and to reflect URS experience;’

(p.1): ‘Although we function as a multinational organization, we expect every employee, officer and director to read and understand the Code and its application to the performance of his or her business responsibilities. References in the Code to employees are intended to cover officers and, as applicable, directors.’



‘Contracting Party agrees to strictly abide by the URS Anti-Bribery Policy and Procedure, which is incorporated herein as if set forth in full. Specifically, Contracting Party shall at all times comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and any local anti-bribery (or anti-corruption) laws (collectively the “Anti-Bribery Laws”). In accordance with the Anti-Bribery Laws, Contracting Party will not, with the intent to obtain or retain business or any commercial advantage, offer, pay, promise to pay or authorize another to pay any money, make any gift or provide anything of value on behalf of URS to:





A17(a):

Is the company’s anti-corruption policy easily understandable and clear to Board members, employees and third parties?

Score:

2

Comments:

Based on public information, there is evidence that the company’s anti-corruption policy is easily understandable and clear to Board members, employees and third parties.

References:

Public:


‘We are committed to maintaining the highest standards of business conduct and ethics. This Code of Business Conduct and Ethics reflects the business practices and principles of behavior that support this commitment. As a large, global company, URS has a diverse employee population drawn from the individual business cultures of several distinct companies. Although we function as a multinational organization, we expect every employee, officer and director to read and understand the Code and its application to the performance of his or her business responsibilities. References in the Code to employees are intended to cover officers and, as applicable, directors'.


‘FCPA. The FCPA prohibits companies, as well as any officer, director, employee or agent from offering, paying, promising to pay or authorizing another to pay any money, making any gift or providing anything of value to a foreign official (or foreign political party, official or candidate of a foreign political party) for the purpose of influencing any official act or inducing the official to use his or her influence to assist a company or individual to obtain or retain business or secure any improper business advantage’.


A18:

Does the anti-corruption policy explicitly apply to all employees and

members of the Board?

Score:

2

Comments:

Based on public information, there is evidence that the anti-corruption policy explicitly applies to all employees and members of the Board. The Code of Business Conduct and Ethics clearly states that every employee and director must read, understand and apply the Code to their business responsibilities.

References:

Public:


‘Engaging in ethical business practices is a commitment shared by URS employees throughout our offices and project sites around the world.’

‘Our focus on ethics and compliance begins with active leadership from our executives and is reinforced at every level across our operations and regions.’



‘Although we function as a multinational organization, we expect every employee, officer and director to read and understand the Code and its application to the performance of his or her business responsibilities. References in the Code to employees are intended to cover officers and, as applicable, directors.’

(p.14): ‘19. Waivers

Any waiver of this Code for executive officers (including, where required by applicable laws, our principal executive officer, principal financial officer, principal accounting officer or controller (or persons performing similar functions)) or directors may be authorized only by our Board of Directors or a committee of the Board, and will be disclosed to stockholders as required by applicable laws, rules and regulations.’



A20:

Does the company have a policy on potential conflicts of interest, and does it apply to both employees and board members?

Score:

2

Comments:

Based on public information, there is evidence that the company has a policy on potential conflicts of interest that applies to both employees and Board members. The policy contains a defintion of conflicts of interest and numerous examples.

References:

Public:


‘10. Conflicts of Interest

We expect our employees to be free from influences that conflict with the best interests of URS, that might interfere in any way with the performance of their duties as employees or deprive URS of their undivided loyalty in connection with their employment or, with respect to directors, that may compromise their judgment or deprive URS of their undivided loyalty in connection with matters raised before the Board or a Committee or when otherwise acting on behalf of the Company. Such improper influences, referred to as "Conflicts of Interest," are prohibited unless specifically authorized as described below. Even the appearance of a Conflict of Interest can be damaging to the Company even where none actually exists, and should be avoided whenever possible.

Whether or not a Conflict of Interest exists or will exist can be unclear. If you have any questions about a potential Conflict of Interest or if you become aware of an actual or potential Conflict of Interest, and you are not an executive officer or director of URS, you should discuss the matter with your supervisor or the Compliance Officer (as further described in Section 20). Supervisors may not authorize any Conflict of Interest matters or waive the prohibition on Conflicts of Interest noted above without first seeking the approval of the Compliance Officer and filing with the Compliance Officer a written description of the authorized activity. If the supervisor is involved in the potential or actual Conflict of Interest, you should discuss the matter directly with the Compliance Officer.

The Audit Committee is responsible for addressing any actual or potential Conflicts of


Interest that involve any executive officer or director pursuant to such procedures as it may establish from time to time, and only the Audit Committee may waive the prohibition noted above with respect to any actual Conflict of Interest found to involve an executive officer or director. Any waivers by the Audit Committee of the prohibition on Conflicts of Interest noted above involving any executive officer or director will be publicly disclosed as required by applicable laws and regulations.

Factors that may be considered in evaluating a potential Conflict of Interest and whether or not the prohibition noted above on actual Conflicts of Interest should be waived include, among others:

whether it may interfere with the employee's job performance, responsibilities or morale;

whether the employee has access to confidential information;

whether it may interfere with the job performance, responsibilities or morale of others within the organization;

any potential adverse or beneficial impact on our business;

any potential adverse or beneficial impact on our relationships with our customers or suppliers or other service providers;

whether it would enhance or support a competitor's position;

the extent to which it would result in financial or other benefit (direct or indirect) to the employee, or involve an expectation of personal gain immediately or in the future, or result from a need to satisfy a prior or concurrent personal obligation;

the extent to which it would result in financial or other benefit (direct or indirect) to one of our customers, suppliers or other service providers; and

the extent to which it would appear improper to an outside observer.

The following are examples of situations that may, depending on the facts and circumstances, involve Conflicts of Interest

Employment by (including consulting for) or service on the board of a competitor, customer or supplier or other service provider. Activity that enhances or supports the position of a competitor to the detriment of URS is prohibited, including employment by or service on the board of a competitor while employed by URS. Employment by or service on the board of a customer or supplier or other service provider while employed by URS is generally discouraged and you must seek authorization in advance if you plan to take such action.

Owning, directly or indirectly, a significant financial interest in any entity that does business, seeks to do business or competes with us. In addition to the factors described above, persons evaluating ownership for Conflicts of Interest will consider the size and nature of the investment, the nature of the relationship between the other entity and URS, the employee's access to confidential information and the employee's ability to influence URS decisions. If you would like to acquire a financial interest of that kind, you must seek approval in advance.

Soliciting or accepting gifts, favors, loans or preferential treatment from any person or entity that does business or seeks to do business with us. See Section 14 for further discussion of the issues involved in this type of conflict.


Soliciting contributions to any charity or for any political candidate from any person or entity that does business or seeks to do business with us, except in compliance with all policies of URS relating to contributions and all applicable laws and regulations.

Taking personal advantage of corporate opportunities. See Section 11 for further discussion of the issues involved in this type of conflict.

Moonlighting without permission.

Conducting our business transactions with your family member or a business in which you have a significant financial interest.

Exercising supervisory or other authority on behalf of URS over a co-worker who is also a family member. The employee's supervisor and/or the Compliance Officer will consult with the Human Resources department to assess the advisability of reassignment.

Loans to, or guarantees of obligations of, employees or their family members by URS are of special concern and could constitute an improper personal benefit to the recipients of these loans or guarantees, depending on the facts and circumstances. Some loans are expressly prohibited by law and others may require approval by our Board of Directors or one of its committees.’

(p.1): ‘Be aware that action by members of your immediate family, significant others or other persons who live in your household (referred to in the Code as “family members”) also may potentially result in ethical issues to the extent that they involve URS business. For example, acceptance of inappropriate gifts by a family member from one of our suppliers could create a conflict of interest and result in a Code violation attributable to you. Consequently, in complying with the Code, you should consider not only your own conduct, but also that of your immediate family members, significant others and other persons who live in your household.’

Corporate Governance Guidelines (June 2014), pp.8-9:

‘Conflicts of Interest

The business or family relationships of a Director may on occasion give rise to that Director having a material personal interest in a particular matter raised before the Board or a Committee. The Board or Committee, after consulting with counsel, determines on a case-by-case basis whether any such conflict or potential conflict of interest exists. The Board and each Committee take appropriate steps in accordance with the Company’s Code of Business Conduct and Ethics, these guidelines and the charter of the relevant Committee to identify any such potential conflicts and to assure that all Directors voting on a matter are disinterested with respect to that matter’.

http://phx.corporate-ir.net/External.File?item=UGFyZW50SUQ9MjQ4NjM2fENoaWxkSUQ9LTF8VHlwZT0z&t=1




A21:

Does the company have a policy for the giving and receipt of gifts to ensure that such transactions are bona fide and not a subterfuge for bribery?

Score:

2

Comments:

Based on public information, there is evidence of a company policy for the giving and receipt of gifts to ensure that such transactions are bona fide and not a subterfuge for bribery. The policy states that all gift exchange requires approval from the employee’s supervising manager and lists what gifts are completely prohibited, such as gifts of a greater value than $50. The policy also specifically mentions regulations in regard to public officials.

References:

Public:


‘14. Gifts and Entertainment

Neither employees nor their family members may offer, provide or accept any gift or entertainment unless approved in advance by the employee’s supervising manager and not (a) a gift of greater than $50USD in value, (b) a cash gift, (c) consisting of travel or lodging, (d) susceptible of being construed as a bribe or kickback or (e) in violation of any laws. Any gift that could create an obligation to the donor or recipient, or influence the business relationship with the donor or recipient, should not be offered, provided or accepted. These principles apply to our transactions everywhere in the world, even where the practice is widely considered “a way of doing business.” Employees should not accept gifts or entertainment that may reasonably be deemed to affect their judgment or actions in the performance of their duties. Our customers, suppliers and the public at large should know that our employees’ judgment is not for sale.

Inexpensive items with a firm’s logo and other generally distributed marketing items of nominal value are acceptable gifts. Flowers or boxes of candy are acceptable, as are holiday gifts, so long as they do not exceed $50USD in value.

Occasional meals or entertainment with a normal business purpose (other than with government personnel) are acceptable provided expenses are approved in advance by the employee’s supervising manager. Any such meals or other entertainment in excess of $100 USD per person must also be approved in advance by the Business President. Employees


must exercise prudent judgment and consider any applicable rules or contract requirements. Business entertainment may not in any case consist of travel or lodging.

Offering or giving any form of entertainment or gift to a U.S., state, local government employee or member of the armed forces is generally forbidden. Federal Acquisition Regulation (FAR) 3.101-2 states “As a rule, no Government employee may solicit or accept, directly or indirectly, any gratuity, gift, favor, entertainment, loan, or anything of monetary value from anyone who (a) has or is seeking to obtain Government business with the employee's agency, (b) conducts activities that are regulated by the employee's agency, (c) has interests that may be substantially affected by the performance or nonperformance of the employee's official duties. Certain limited exceptions are authorized in agency regulations." Any gift to or entertainment of government officials or employees must be in strict compliance with applicable laws and must be approved in advance by the Compliance Officer.

Federal laws forbid offering, soliciting, or accepting any kickback, or including the amount of any kickback in a government or other contract. A kickback is any money, fee, commission, credit, gift, gratuity, item of value, or compensation of any kind that is provided for the purpose of improperly obtaining or rewarding favorable treatment in connection with a contract. Accepting a kickback from any employee, vendor, or subcontractor is grounds for immediate discharge and may result in criminal prosecution.

Under some statutes, such as the U.S. Foreign Corrupt Practices Act (further described in Section 8), giving anything of value to a government official to obtain or retain business or favorable treatment is a criminal act subject to prosecution and conviction. Discuss with your supervisor or the Compliance Officer any proposed entertainment or gifts if you are uncertain about their appropriateness. If, for any reason, you intend to provide any gift to a government official or employee, it must be in strict compliance with applicable laws, and you must first obtain approval from the Compliance Officer.’









A centralized list of all of the Company’s agents and representatives must be maintained by


the Legal Department.’

(p.3): ‘Legitimate Expenses. Payment of certain business expenses, such as meals for foreign officials, may be allowed under the FCPA, the Bribery Act and other anti-bribery laws. Any such expenditures must be:

-approved in advance by the Legal Department;

-directly related to the Company’s business;

-offered in connection with the promotion, demonstration or explanation of the Company’s services or products or the execution or performance of a contract;

-made in good faith for legitimate expenses that are reasonable in amount;

-permitted under local law; and

-accurately accounted for in the Company’s records.

The Company prohibits the payment of such expenses if they could be perceived as improperly affecting the outcome of a procurement or other business transaction.

See also URS Gifts and Entertainment Policy regarding business entertainment of both foreign officials and private citizens.’


A22:

Does the company’s anti-corruption policy include a statement on the giving and receipt of hospitality that ensures that such transactions are bona fide and not a subterfuge for bribery?

Score:

2

Comments:

Based on public information, there is evidence of a company policy for the giving and receipt of hospitality to ensure that such transactions are bona fide and not a subterfuge for bribery. The policy states that all hospitality exchange requires approval from the employee’s supervising manager and lists what hospitality is completely prohibited, such as hospitality consisting of travel and lodging ; hospitality in excess of $100 per person must be approved in advance by the Business President. The policy also specifically mentions regulations in regard to public officials.

References:

Public:


‘14. Gifts and Entertainment

Neither employees nor their family members may offer, provide or accept any gift or entertainment unless approved in advance by the employee’s supervising manager and not (a) a gift of greater than $50USD in value, (b) a cash gift, (c) consisting of travel or lodging, (d) susceptible of being construed as a bribe or kickback or (e) in violation of any laws. Any gift that could create an obligation to the donor or recipient, or influence the business relationship with the donor or recipient, should not be offered, provided or accepted. These principles apply to our transactions everywhere in the world, even where the practice is widely considered “a way of doing business.” Employees should not accept gifts or entertainment that may reasonably be deemed to affect their judgment or actions in the performance of their duties. Our customers, suppliers and the public at large should know that our employees’ judgment is not for sale.

Inexpensive items with a firm’s logo and other generally distributed marketing items of nominal value are acceptable gifts. Flowers or boxes of candy are acceptable, as are holiday gifts, so long as they do not exceed $50USD in value.

Occasional meals or entertainment with a normal business purpose (other than with


government personnel) are acceptable provided expenses are approved in advance by the employee’s supervising manager. Any such meals or other entertainment in excess of $100 USD per person must also be approved in advance by the Business President. Employees must exercise prudent judgment and consider any applicable rules or contract requirements. Business entertainment may not in any case consist of travel or lodging.

Offering or giving any form of entertainment or gift to a U.S., state, local government employee or member of the armed forces is generally forbidden. Federal Acquisition Regulation (FAR) 3.101-2 states “As a rule, no Government employee may solicit or accept, directly or indirectly, any gratuity, gift, favor, entertainment, loan, or anything of monetary value from anyone who (a) has or is seeking to obtain Government business with the employee's agency, (b) conducts activities that are regulated by the employee's agency, (c) has interests that may be substantially affected by the performance or nonperformance of the employee's official duties. Certain limited exceptions are authorized in agency regulations." Any gift to or entertainment of government officials or employees must be in strict compliance with applicable laws and must be approved in advance by the Compliance Officer.

Federal laws forbid offering, soliciting, or accepting any kickback, or including the amount of any kickback in a government or other contract. A kickback is any money, fee, commission, credit, gift, gratuity, item of value, or compensation of any kind that is provided for the purpose of improperly obtaining or rewarding favorable treatment in connection with a contract. Accepting a kickback from any employee, vendor, or subcontractor is grounds for immediate discharge and may result in criminal prosecution.

Under some statutes, such as the U.S. Foreign Corrupt Practices Act (further described in Section 8), giving anything of value to a government official to obtain or retain business or favorable treatment is a criminal act subject to prosecution and conviction. Discuss with your supervisor or the Compliance Officer any proposed entertainment or gifts if you are uncertain about their appropriateness. If, for any reason, you intend to provide any gift to a government official or employee, it must be in strict compliance with applicable laws, and you must first obtain approval from the Compliance Officer.’










A centralized list of all of the Company’s agents and representatives must be maintained by the Legal Department.’

(p.3): ‘Legitimate Expenses. Payment of certain business expenses, such as meals for foreign officials, may be allowed under the FCPA, the Bribery Act and other anti-bribery laws. Any such expenditures must be:

-approved in advance by the Legal Department;

-directly related to the Company’s business;

-offered in connection with the promotion, demonstration or explanation of the Company’s services or products or the execution or performance of a contract;

-made in good faith for legitimate expenses that are reasonable in amount;

-permitted under local law; and

-accurately accounted for in the Company’s records.

The Company prohibits the payment of such expenses if they could be perceived as improperly affecting the outcome of a procurement or other business transaction.

See also URS Gifts and Entertainment Policy regarding business entertainment of both foreign officials and private citizens.’


A23:

Does the company have a policy that explicitly prohibits facilitation payments?

Score:

2

Comments:

Based on public information, there is evidence that the company has a policy that explicitly prohibits facilitation payments. In cases of risk to personal safety or security of Company employees exceptions may be made only with the approval of the Legal Department, and with an accurate accounting record of the payment.

References:

Public:


‘Facilitating Payments. The Company prohibits facilitating payments. These are nominal payments to lower-level government employees to secure routine governmental action, such as the issuance of permits or unloading of cargo. Such payments are not permitted under the Bribery Act and the laws of many foreign jurisdictions. Exceptions may be made only with the approval of the Legal Department in cases of risk to personal safety or security of Company employees. In any such instance, an accurate accounting record of the payment must be made.’


A24:

Does the company prohibit political contributions, or regulate such contributions in order to prevent undue influence or other corrupt intent? Does the company record and publicly disclose all political contributions?

Score:

2

Comments:

Based on public information, there is evidence that the company prohibits political contributions.

References:

Public:

Company website: Political Contribution Policy

‘While URS respects the rights of our employees to participate in the political process, as a Company, URS does not contribute to political campaigns or political parties, and we do not maintain a Political Action Committee (PAC).’

http://phx.corporate-ir.net/phoenix.zhtml?c=89381&p=irol-political_pf


‘15. Political Contributions

An important part of URS' business involves contracting with various federal, state, and local government entities. As such, to avoid even the appearance of impropriety, the Company does not make contributions, either in cash or in kind, to candidates for political office, to political parties, or to political action committees. Nor will the Company reimburse employees for contributions made by employees individually.’

http://phx.corporate-ir.net/phoenix.zhtml?c=89381&p=irol-political_pf


A25:

Does the company have a clear policy on engagement in lobbying activities, in order to prevent undue influence or other corrupt intent, and discloses the issues on which the company lobbies?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company has a clear policy on engagement in lobbying activities, in order to prevent undue influence or other corrupt intent, or that it discloses the issues on which it lobbies.

References:

Public:

NA


A25(a):

Does the company prohibit charitable contributions, or regulate such contributions in order to prevent undue influence or other corrupt intent?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company prohibits charitable contributions, or regulates such contributions in order to prevent undue influence or other corrupt intent. Nor does the company publically declare recipients of donations.

References:

Public:

NA


A26:

Does the company provide written guidance to help Board members and

employees understand and implement the firm’s ethics and anti-corruption

agenda?

Score:

0

Comments:

Based on public information, there is insufficient evidence that the company provides written guidance to help Board members and employees understand and implement the firm’s ethics and anti-corruption agenda. TI notes that the Code of Business Conduct and Ethics provides some scenarios, for example regarding conflicts of interest and gift and hospitality exchange. However, aside from this there is a lack of written guidance for other areas of the company’s ethics and anti-corruption agenda.

References:

Public:

TI notes:


‘Our records serve as a basis for managing our business and are important in meeting our obligations to customers, suppliers, creditors, employees and others with whom we do business. As a result, it is important that our books, records and accounts accurately and fairly reflect, in reasonable detail, our assets, liabilities, revenues, costs and expenses, as well as all transactions and changes in assets and liabilities. We require that:

• no entry be made in our books and records that intentionally hides or disguises the nature of any transaction or of any of our liabilities, or misclassifies any transactions as to accounts or accounting periods;

• transactions be supported by appropriate documentation’.


‘1. Company officers, directors, employees, agents, representatives, consultants and partners may not, with the intent to obtain or retain business or any commercial advantage, offer, pay, promise to pay or authorize another to pay any money, make any gift or provide


anything of value on behalf of the Company to:

any foreign official; any foreign political party or official thereof or any candidate for foreign

politicaloffice; or any person acting in a commercial capacity’.


A27:

Does the company have a training programme that explicitly covers anti-corruption?

Score:

2

Comments:

Based on public information, there is evidence that the company has a training programme that explicitly covers anti-corruption, specifically in regard to the FCPA and the UK Bribery Act.

References:

Public:


‘Training. The Company will periodically train employees engaged in international business on the FCPA and the Bribery Act. In addition, on an annual basis, these employees, together with agents, representatives and consultants, will be required to certify adherence to the FCPA, the Bribery Act and this Policy and Procedure (as set forth in Attachments 2 and 3 hereto).’

Company website : About - Ethics

‘Through agreeing to adhere to our Code of Business Conduct and Ethics, as well as periodic training and building awareness, URS employees know that:

-Safeguarding our professional and ethical behavior is more important than profiting from compromising URS’ principles or bending the law;

-Our Code of Business Conduct and Ethics serves as the foundation for how we conduct business;

-We are subject to the laws and regulations that apply in each of the countries where we conduct business.’



‘We hold periodic training sessions to ensure that all employees comply with the relevant



laws, rules and regulations associated with their employment, including laws prohibiting insider trading’.


A28:

Is anti-corruption training provided in all countries where the company operates or has company sites?

Score:

2

Comments:

Based on public information, there is evidence that training on the Code of Business Conduct and Ethics is provided to employees in all countries where the company operates.

References:

Public:


‘Through agreeing to adhere to our Code of Business Conduct and Ethics, as well as periodic training and building awareness, URS employees know that:

Safeguarding our professional and ethical behavior is more important than profiting from compromising URS’ principles or bending the law;

Our Code of Business Conduct and Ethics serves as the foundation for how we conduct business;

We are subject to the laws and regulations that apply in each of the countries where we conduct business.

Our ethics and compliance processes and procedures are designed to prevent, identify, and resolve any potential ethical concerns, and include training and communications, monitoring and auditing, enforcement and discipline, and response and prevention.’







‘We hold periodic training sessions to ensure that all employees comply with the relevant laws, rules and regulations associated with their employment, including laws prohibiting insider trading’.


A29:

Does the company provide targeted anti-corruption training to members of the Board?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company provides targeted anti-corruption training to members of the Board.

References:

Public:

NA


A30:

Does the company provide tailored ethics and anti-corruption training for employees in sensitive positions?

Score:

0

Comments:

Based on public information, there is some evidence that the company has a varied ethics and anti-corruption training programme but it is unclear if this is targeted at all high risk positions.

References:

Public:

TI notes:




A31:

Does the company have a clear and formal process by which employees declare conflicts of interest?

Score:

2

Comments:

Based on public information, there is evidence that the company has a clear and formal process by which employees declare conflicts of interest. If employees are aware of an actual or potential conflict of interest they are advised to discuss the matter with their supervisor or the Compliance Officer. The Audit Committee is responsible for addressing executive officer and director conflicts of interest.

References:

Public:


‘10. Conflict of Interest

We expect our employees to be free from influences that conflict with the best interests of URS, that might interfere in any way with the performance of their duties as employees or deprive URS of their undivided loyalty in connection with their employment or, with respect to directors, that may compromise their judgment or deprive URS of their undivided loyalty in connection with matters raised before the Board or a Committee or when otherwise acting on behalf of the Company. Such improper influences, referred to as "Conflicts of Interest," are prohibited unless specifically authorized as described below. Even the appearance of a Conflict of Interest can be damaging to the Company even where none actually exists, and should be avoided whenever possible.

Whether or not a Conflict of Interest exists or will exist can be unclear. If you have any questions about a potential Conflict of Interest or if you become aware of an actual or potential Conflict of Interest, and you are not an executive officer or director of URS, you should discuss the matter with your supervisor or the Compliance Officer (as further described in Section 20). Supervisors may not authorize any Conflict of Interest matters or waive the prohibition on Conflicts of Interest noted above without first seeking the approval of the Compliance Officer and filing with the Compliance Officer a written description of the authorized activity. If the supervisor is involved in the potential or actual Conflict of Interest, you should discuss the matter directly with the Compliance Officer.


The Audit Committee is responsible for addressing any actual or potential Conflicts of Interest that involve any executive officer or director pursuant to such procedures as it may establish from time to time, and only the Audit Committee may waive the prohibition noted above with respect to any actual Conflict of Interest found to involve an executive officer or director. Any waivers by the Audit Committee of the prohibition on Conflicts of Interest noted above involving any executive officer or director will be publicly disclosed as required by applicable laws and regulations.

Factors that may be considered in evaluating a potential Conflict of Interest and whether or not the prohibition noted above on actual Conflicts of Interest should be waived include, among others:

whether it may interfere with the employee's job performance, responsibilities or morale;

whether the employee has access to confidential information;

whether it may interfere with the job performance, responsibilities or morale of others within the organization;

any potential adverse or beneficial impact on our business;

any potential adverse or beneficial impact on our relationships with our customers or suppliers or other service providers;

whether it would enhance or support a competitor's position;

the extent to which it would result in financial or other benefit (direct or indirect) to the employee, or involve an expectation of personal gain immediately or in the future, or result from a need to satisfy a prior or concurrent personal obligation;

the extent to which it would result in financial or other benefit (direct or indirect) to one of our customers, suppliers or other service providers; and

the extent to which it would appear improper to an outside observer.

The following are examples of situations that may, depending on the facts and circumstances, involve Conflicts of Interest

Employment by (including consulting for) or service on the board of a competitor, customer or supplier or other service provider. Activity that enhances or supports the position of a competitor to the detriment of URS is prohibited, including employment by or service on the board of a competitor while employed by URS. Employment by or service on the board of a customer or supplier or other service provider while employed by URS is generally discouraged and you must seek authorization in advance if you plan to take such action.

Owning, directly or indirectly, a significant financial interest in any entity that does business, seeks to do business or competes with us. In addition to the factors described above, persons evaluating ownership for Conflicts of Interest will consider the size and nature of the investment, the nature of the relationship between the other entity and URS, the employee's access to confidential information and the employee's ability to influence URS decisions. If you would like to acquire a financial interest of that kind, you must seek approval in advance.

Soliciting or accepting gifts, favors, loans or preferential treatment from any person or entity that does business or seeks to do business with us. See Section 14 for


further discussion of the issues involved in this type of conflict.

Soliciting contributions to any charity or for any political candidate from any person or entity that does business or seeks to do business with us, except in compliance with all policies of URS relating to contributions and all applicable laws and regulations.

Taking personal advantage of corporate opportunities. See Section 11 for further discussion of the issues involved in this type of conflict.

Moonlighting without permission.

Conducting our business transactions with your family member or a business in which you have a significant financial interest.

Exercising supervisory or other authority on behalf of URS over a co-worker who is also a family member. The employee's supervisor and/or the Compliance Officer will consult with the Human Resources department to assess the advisability of reassignment.

Loans to, or guarantees of obligations of, employees or their family members by URS are of special concern and could constitute an improper personal benefit to the recipients of these loans or guarantees, depending on the facts and circumstances. Some loans are expressly prohibited by law and others may require approval by our Board of Directors or one of its committees.’

(p.1): ‘Be aware that action by members of your immediate family, significant others or other persons who live in your household (referred to in the Code as “family members”) also may potentially result in ethical issues to the extent that they involve URS business. For example, acceptance of inappropriate gifts by a family member from one of our suppliers could create a conflict of interest and result in a Code violation attributable to you. Consequently, in complying with the Code, you should consider not only your own conduct, but also that of your immediate family members, significant others and other persons who live in your household.’

Corporate Governance Guidelines (June 2014), pp.8-9:

‘Conflicts of Interest

The business or family relationships of a Director may on occasion give rise to that Director having a material personal interest in a particular matter raised before the Board or a Committee. The Board or Committee, after consulting with counsel, determines on a case-by-case basis whether any such conflict or potential conflict of interest exists. The Board and each Committee take appropriate steps in accordance with the Company’s Code of Business Conduct and Ethics, these guidelines and the charter of the relevant Committee to identify any such potential conflicts and to assure that all Directors voting on a matter are disinterested with respect to that matter’.


A32:

Is the company explicit in its commitment to apply disciplinary procedures to employees, Directors and Board members found to have engaged in corrupt activities?

Score:

1

Comments:

Based on public information, there is evidence that the company may apply disciplinary procedures to employees and directors found to have engaged in corrupt activities. To score higher, the company needs to provide evidence of an explicit commitment using language such as ‘will’ rather than ‘may’.

References:

Public:

Anti-bribery policy (January 2013), p.2:

‘Failure of employees to comply with this Anti-Bribery Policy and Procedure may result in disciplinary action, including termination of employment.’


‘Although we function as a multinational organization, we expect every employee, officer and director to read and understand the Code and its application to the performance of his or her business responsibilities. References in the Code to employees are intended to cover officers and, as applicable, directors.’

(p.2):

‘Violations of the Code will not be tolerated. Any employee who violates the standards in the Code may be subject to disciplinary action, which, depending on the nature of the violation and the history of the employee, may range from a warning or a reprimand to and including termination of employment and, in appropriate cases, civil legal action or referral for criminal prosecution.’

(p.14): ‘19. Waivers

Any waiver of this Code for executive officers (including, where required by applicable laws, our principal executive officer, principal financial officer, principal accounting officer or controller (or persons performing similar functions)) or directors may be authorized only by


our Board of Directors or a committee of the Board, and will be disclosed to stockholders as required by applicable laws, rules and regulations.’


A33:

Does the company have multiple, well-publicised channels that are easily accessible and secure, to guarantee confidentiality or anonymity where requested by the employee (e.g. web, phone, in person), to report concerns or instances of suspected corrupt activity?

Score:

1

Comments:

Based on public information, there is evidence that employees can report concerns or instances of suspected corrupt activity using the Ethics Hotline by email or phone. Reports using the Ethics Hotline can be made anonymously. However, there is no evidence that the company provides an independent whistleblowing channel. The company therefore scores 1.

References:

Public:


‘You should not hesitate to ask questions about whether any conduct may violate the code, voice concerns or clarify gray areas. Section 20 below details the compliance resources available to you. In addition, you should be alert to possible violations of the code by others and report suspected’ violations without fear of any form of retaliation, as further described in section 20. Violations of the Code will not be tolerated. Any employee who violates the standards in the Code may be subject to disciplinary action, which, depending on the nature of the violation and the history of the employee, may range from a warning or a reprimand to and including termination of employment and, in appropriate cases, civil legal action or referral for criminal prosecution.’

(pp.14-16): ‘The Compliance Officer is a person to whom you can address any questions or concerns. We have designated the Vice President and General Counsel as our Compliance Officer, who can be reached as follows:


Your most immediate resource for any matter related to the Code is your supervisor. He or she may have the information you need, or may be able to refer the question to another


appropriate source. There may, however, be times when you prefer not to go to your supervisor. In these instances, you should feel free to discuss your concern with the Compliance Officer.

The URS Ethics Hotline, a toll-free help line at 1-866-462-4224, is also available to those who wish to ask questions about URS policy, seek guidance on specific situations or report violations of the Code. You may call the toll-free number anonymously if you prefer, although the Compliance Officer will be unable to obtain follow-up details from you that may be necessary to investigate the matter. Whether you identify yourself or remain anonymous, your telephone contact with the URS Ethics Hotline will be kept strictly confidential to the extent reasonably possible within the objectives of the Code.

Clarifying Questions and Concerns; Reporting Possible Violations

If you encounter a situation or are considering a course of action and its appropriateness is unclear, discuss the matter promptly with your supervisor or the Compliance Officer. Even the appearance of impropriety can be very damaging and should be avoided.

If you are aware of a suspected or actual violation of Code standards by others, you have a responsibility to report it. You are expected to promptly provide a compliance resource with a specific description of the violation that you believe has occurred, including any information you have about the persons involved and the time of the violation. Whether you choose to speak with your supervisor or the Compliance Officer, you should do so without fear of any form of retaliation. We will take prompt disciplinary action against any employee who retaliates against you, up to and including termination of employment.

Supervisors must promptly report any complaints or observations of Code violations to the Compliance Officer. If you believe your supervisor has not taken appropriate action, you should contact the Compliance Officer directly. The Compliance Officer will investigate all reported possible Code violations promptly and with the highest degree of confidentiality that is possible under the specific circumstances. Neither you nor your supervisor may conduct any preliminary investigation, unless authorized to do so by the Compliance Officer. Your cooperation in the investigation will be expected. As needed, the Compliance Officer will consult with the Human Resources department and/or the Audit Committee of the Board of Directors. We will strive to employ a fair process by which to determine violations of the Code.

If the investigation indicates that a violation of the Code has probably occurred, we will take such action as we believe to be appropriate under the circumstances. If we determine that an employee is responsible for a Code violation, he or she will be subject to disciplinary action up to, and including, termination of employment and, in appropriate cases, civil action or referral for criminal prosecution. Appropriate action may also be taken to deter any future Code violations.

We are responsible for cooperating fully with investigations and audits, and answering questions truthfully and to the best of our ability. When an investigation or audit reveals the need to take corrective measures, we are obligated to cooperate in implementing changes in systems, practices, or procedures to avoid future ethics or compliance issues.’


‘The URS Ethics Hotline is available to employees, customers, subcontractors, and vendors


to report potential violations of our Code of Business Conduct and Ethics standards. URS follows up on all reports to the extent possible and strives to address concerns fairly and in a timely manner.

You may contact the Ethics Hotline either by sending an email to [email protected] or by dialing 1.866.462.4224 (toll-free in the United States and Canada).’



‘Annual Employee Anti-Bribery Compliance Certification

I certify that I have read and understand the URS Anti-Bribery Policy and Procedure. I have conducted and will continue to conduct business in compliance with this Policy, and am unaware of any possible violations of the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act or other anti-bribery laws. I have brought to the attention of the General Counsel or reported to the Ethics Hotline any circumstances that have raised anti-bribery questions. I further understand that if I become aware of any possible violation of this Policy or anti-bribery laws, I must immediately report it to the General Counsel or the Ethics Hotline at 1-866-462-4224.’



A33(a):

Are the whistleblowing channels available to all employees in all geographies?

Score:

2

Comments:

Based on public information, there evidence that across geographies, all employees have access to more than one whistleblowing channel. This includes the Ethics Hotline and the Compliance Officer.

References:

Public:

Company website : About - Ethics

‘The URS Ethics Hotline is available to employees, customers, subcontractors, and vendors to report potential violations of our Code of Business Conduct and Ethics standards. URS follows up on all reports to the extent possible and strives to address concerns fairly and in a timely manner.’

‘You may contact the Ethics Hotline either by sending an email to [email protected] or by dialing 1.866.462.4224 (toll-free in the United States and Canada).’



‘20. Compliance Standards and Procedures


To facilitate compliance with this Code, we have implemented a program of Code awareness, training and review. We have established the position of Compliance Officer to oversee this program. The Compliance Officer is a person to whom you can address any questions or concerns. We have designated the Vice President and General Counsel as our

Compliance Officer, who can be reached as follows:









•updating the Code as needed and alerting employees to any updates, with appropriate approval of the Audit Committee of the Board of Directors, to reflect changes in the law, URS operations and in recognized best practices, and to reflect URS experience; and

•otherwise promoting an atmosphere of responsible and ethical conduct.

Your most immediate resource for any matter related to the Code is your supervisor. He or she may have the information you need, or may be able to refer the question to another appropriate source. There may, however, be times when you prefer not to go to your supervisor. In these instances, you should feel free to discuss your concern with the Compliance Officer.

The URS Ethics Hotline, a toll-free help line at 1-866-462-4224, is also available to those who wish to ask questions about URS policy, seek guidance on specific situations or report violations of the Code. You may call the toll-free number anonymously if you prefer, although the Compliance Officer will be unable to obtain follow-up details from you that may be necessary to investigate the matter. Whether you identify yourself or remain anonymous, your telephone contact with the URS Ethics Hotline will be kept strictly confidential to the extent reasonably possible within the objectives of the Code.’


A33(b):

Does the company have formal and comprehensive mechanisms to assure itself that whistleblowing by employees is not deterred, and that whistleblowers are treated supportively?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company has formal and comprehensive mechanisms to assure itself that whistleblowing by employees is not deterred, and that whistleblowers are treated supportively. However, TI does note that the company provided evidence to a whistleblower study conducted by the Ethics Resources Center (ERC).

References:

Public:

TI notes:









‘If the investigation indicates that a violation of the Code has probably occurred, we will take such action as we believe to be appropriate under the circumstances. If we determine that an employee is responsible for a Code violation, he or she will be subject to disciplinary


action up to, and including, termination of employment and, in appropriate cases, civil action or referral for criminal prosecution. Appropriate action may also be taken to deter any future Code violations.


http://www.ethics.org/news/just-what-whistleblower

Provided evidence to assist in an independent study of whistleblowers.

http://www.ethics.org/news/just-what-whistleblower


A34:

Does the company have well-publicised resources available to all employees where help and advice can be sought on corruption-related issues?

Score:

2

Comments:

Based on public information, there is evidence that the company has well-publicised resources available to all employees where help and advice can be sought on corruption-related issues. Employees are directed to seek help and advice from their supervisor, the General Counsel or the Ethics Hotline.

References:

Public:


‘Our ethics and compliance processes and procedures are designed to prevent, identify, and resolve any potential ethical concerns, and include training and communications, monitoring and auditing, enforcement and discipline, and response and prevention. Our processes are supported by a team of professionals, led by URS’ Compliance Officer and General Counsel.’




(p.2): ‘If you do have a question in the area of legal compliance, it is important that you not



hesitate to seek answers from a member of the Legal department.’


‘20. Compliance Standards and Procedures


To facilitate compliance with this Code, we have implemented a program of Code awareness, training and review. We have established the position of Compliance Officer to oversee this program. The Compliance Officer is a person to whom you can address any questions or concerns. We have designated the Vice President and General Counsel as our

Compliance Officer, who can be reached as follows:









Your most immediate resource for any matter related to the Code is your supervisor. He or she may have the information you need, or may be able to refer the question to another appropriate source. There may, however, be times when you prefer not to go to your supervisor. In these instances, you should feel free to discuss your concern with the Compliance Officer.

The URS Ethics Hotline, a toll-free help line at 1-866-462-4224, is also available to those who wish to ask questions about URS policy, seek guidance on specific situations or report violations of the Code. You may call the toll-free number anonymously if you prefer, although the Compliance Officer will be unable to obtain follow-up details from you that may be necessary to investigate the matter. Whether you identify yourself or remain anonymous, your telephone contact with the URS Ethics Hotline will be kept strictly confidential to the extent reasonably possible within the objectives of the Code.

Clarifying Questions and Concerns; Reporting Possible Violations

If you encounter a situation or are considering a course of action and its appropriateness is unclear, discuss the matter promptly with your supervisor or the Compliance Officer. Even the appearance of impropriety can be very damaging and should be avoided.

If you are aware of a suspected or actual violation of Code standards by others, you have a responsibility to report it. You are expected to promptly provide a compliance resource with a specific description of the violation that you believe has occurred, including any


information you have about the persons involved and the time of the violation. Whether you choose to speak with your supervisor or the Compliance Officer, you should do so without fear of any form of retaliation. We will take prompt disciplinary action against any employee who retaliates against you, up to and including termination of employment.

Supervisors must promptly report any complaints or observations of Code violations to the Compliance Officer. If you believe your supervisor has not taken appropriate action, you should contact the Compliance Officer directly. The Compliance Officer will investigate all reported possible Code violations promptly and with the highest degree of confidentiality that is possible under the specific circumstances. Neither you nor your supervisor may conduct any preliminary investigation, unless authorized to do so by the Compliance Officer. Your cooperation in the investigation will be expected. As needed, the Compliance Officer will consult with the Human Resources department and/or the Audit Committee of the Board of Directors. We will strive to employ a fair process by which to determine violations of the Code.

If the investigation indicates that a violation of the Code has probably occurred, we will take such action as we believe to be appropriate under the circumstances. If we determine that an employee is responsible for a Code violation, he or she will be subject to disciplinary action up to, and including, termination of employment and, in appropriate cases, civil action or referral for criminal prosecution. Appropriate action may also be taken to deter any future Code violations.



‘Guidance. Employees should seek guidance from the Legal Department concerning the FCPA, the Bribery Act and other anti-bribery laws, and Company legal counsel must be contacted as required under this Policy and Procedure. Employees are obligated to promptly report any suspected violations of anti-bribery laws to the Legal Department, the Compliance Officer or the Ethics Hotline at 1-866-462-4224. These reports may be made anonymously.’

(p.6): ‘Annual Employee Anti-Bribery Compliance Certification

I certify that I have read and understand the URS Anti-Bribery Policy and Procedure. I have conducted and will continue to conduct business in compliance with this Policy, and am unaware of any possible violations of the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act or other anti-bribery laws. I have brought to the attention of the General Counsel or reported to the Ethics Hotline any circumstances that have raised anti-bribery questions. I further understand that if I become aware of any possible violation of this Policy or anti-bribery laws, I must immediately report it to the General Counsel or the Ethics Hotline at 1-866-462-4224.’


A35:

Is there a commitment to non-retaliation for bona fide reporting of corruption?

Score:

2

Comments:

Based on public information, there is evidence that there is a commitment to non-retaliation for bona fide reporting of corruption, with disciplinary measures applied to those breaching the non-retaliation policy.

References:

Public:


‘Our non-retaliation policy protects employees who report concerns in good faith.’





‘If you are aware of a suspected or actual violation of Code standards by others, you have a responsibility to report it. You are expected to promptly provide a compliance resource with a specific description of the violation that you believe has occurred, including any information you have about the persons involved and the time of the violation. Whether you choose to speak with your supervisor or the Compliance Officer, you should do so



without fear of any form of retaliation. We will take prompt disciplinary action against any employee who retaliates against you, up to and including termination of employment.’


Information Sources:

Company Website:

http://www.urs.com/

Company Website, About Ethics:


Annual Report (2013):


Anti-Bribery Policy (January 2013):


Audit Committee Charter (November 2014):


Board Affairs Committee Charter (November 2014):


Code of Business Conduct and Ethics (March 2010):


Corporate Governance Guidelines (June 2014):


http://www.urs.com/
















Documents

FINAL ASSESSMENT URS CORPORATIONcompanies.defenceindex.org/pdf/urscorporation.pdf · (p.7): ZCode of Business Conduct and Ethics – The Committee shall review and assess, on an annual