Rival Anti-Bribery Policy
Rival Anti-Bribery Policy
I. Policy Statement
Rival maintains an Anti-Bribery Policy prohibiting any improper or unethical payment to government officials or a party to a private commercial transaction anywhere in the world by any Rival officer or associate (together, simply “Rival Associates”) or Agent (as defined below) of Rival. This Anti-Bribery Policy is designed to comply with the requirements of the U.S. Foreign Corrupt Practices Act (the “FCPA”), the U.K. Bribery Act 2010 (the “U.K. Bribery Act”) and the anti-bribery laws of those other jurisdictions in which we do business. These laws generally prohibit bribes, kickbacks, or illegal payments to influence business transactions and require Rival to maintain accurate books and records and a system of internal controls.
II. Policy Purpose
- No Rival Associate or Agent, consultant, representative, contractor, or anyone acting on behalf of Rival (collectively “Agent”) has the authority to offer, promise, give, or authorize payments of money or anything else of value, whether directly or indirectly, to a government official or a participant in a private commercial transaction to improperly induce that person to affect any act or decision, to do or omit to do any act in violation of their duty, or to secure an improper advantage in a manner that will assist Rival or any of its subsidiaries or divisions, or any of its Associates, agents, or anyone else to obtain or retain business (“Prohibited Payments”).
- Every Rival associate and agent has the obligation to record accurately and fairly all of their transactions involving any expense of Rival or any other transaction involving the disposal or transfer of Rival assets, including submitting and keeping accurate supporting documentation.
In addition to direct payments of money, other examples of Prohibited Payments include the following made at the direction, or for the benefit, of a government official or a commercial business partner:
- gifts, or travel, meals, entertainment or other hospitality expenses
- contributions to any political party, campaign, candidate for office or party official
- employment, whether paid or unpaid (e.g., internships); or
- charitable contributions and sponsorships.
Facilitating payments are not authorized by this Policy. These are payments of small amounts to a government employee to expedite or secure performance of a routine, non-discretionary governmental action, such as obtaining visas, permits and licenses, police protection or utility services in a foreign country. This Policy does not prohibit payments of official fees, which are standard, published fees available to parties and paid to governmental offices or agencies (rather than directly to government employees) in order to obtain non-discretionary governmental actions, such as legitimate filing fees.
III. Policy Scope
The Anti-Bribery Policy extends to Rival’s operations anywhere in the world, including all subsidiaries, divisions, or Agents, as well as to any joint venture, consortium or other business enterprise in which Rival is a participant. The Anti-Bribery Policy is applicable to Rival associates and Agents in performing Rival’s business, as well as in connection with any corporate and business unit programs, events, campaigns and other initiatives.
- Violations by any Rival associate of anti-bribery laws or this Policy will result in progressive discipline, up to and including possible termination of such associate’s employment or an Agent’s contract with Rival.
- Violations by any Rival associate or agent can also result in severe penalties for both Rival and such individuals. For example, individuals can receive five years of imprisonment and a $100,000 fine for each violation of the anti-bribery provisions of the FCPA, and 20 years imprisonment and a $5 million fine for each violation of the record keeping provisions of the FCPA. Under the U.K. Bribery Act, bribery and corruption is punishable for individuals by up to ten years’ imprisonment and companies could face an unlimited fine.
- The law specifically prohibits a company from reimbursing an officer, director, stockholder, employee, agent, or any other person for fines imposed for violations of the FCPA, so any fines for violations for which you are responsible will be paid from your personal assets. In addition, Rival will cooperate fully with law enforcement authorities in the investigation and prosecution of alleged violations of anti-bribery laws.
B. Gifts, Travel, Entertainment and Other Expenses
This policy prohibits making, authorizing, or offering Prohibited Payments to any person, but special care must be taken when dealing with government officials.
Rival permits Rival logo items (such as Rival logo pen and pencil sets, shirts, hats and other similar items) to be given to government officials as modest gifts in the ordinary course of business, provided that:
- such gifts do not exceed U.S. $25 in value
- only one such item per calendar year may be given to any single government official
- presenting any such gift will be in conformity with the written laws of the country in which the gift has been made; and
- the associate presenting such gift makes an immediate written report to such associate’s business unit CFO.
Rival also permits reasonable expenditures for travel, meals and entertainment expenses legitimately related to tours of Rival’s facilities, training in the use of Rival’s products and services, or otherwise related directly to Rival’s promotion of its products and services, provided such expenditures are not extravagant and otherwise conform to the limitations in this Policy and to the laws and customs (as recognized by the written local law or a published judicial decision) of the country in which the expenditures are incurred. Before providing, directly or indirectly, any such travel, meals or entertainment expenditure for a government official, you must first obtain written permission from your business unit CFO and from the Anti-Bribery Committee.
It will never be acceptable to offer, authorize, or give any gift or incur any expense in expectation of receiving something in return or if the recipient may believe he or she owes something in return (quid pro quo).
Some international organizations can be considered governmental organizations and their employees and agents are considered governmental officials. Government officials not only include high-ranking officials who have been elected or appointed but also include every employee or person acting in an official capacity regardless of seniority. Government officials encompass a wide range of people but generally include:
- officers and employees of any government, or a government department, agency, bureau, authority, instrumentality or public international organization
- persons acting in an official capacity on behalf of a government
- employees of entities that are owned or controlled by a government, including government owned or government controlled businesses, also sometimes referred to as state-owned enterprises
- candidates for political office
- a member of a royal family
- a member of a legislative body or their staff
- a member of the judiciary or their staff
- a political party official, or the political party itself; or
- an employee of a public university or hospital.
The U.S. Department of Justice and the U.S. Securities and Exchange Commission have adopted a very broad interpretation of what constitutes an instrumentality of a foreign government which may include entities that do not appear primarily to serve an obvious government function, and all of whose employees would then be considered governmental officials. For purposes of this Policy, any entity with significant governmental ownership or influence shall be viewed as an instrumentality of a foreign government.
Other than for gifts with a value of no more than U.S. $50 given or received in the normal course of business, neither you nor your relatives may give gifts to, or receive gifts from, Rival’s current or prospective clients, vendors or any other commercial partners. Presenting or accepting any other gifts to or from private commercial parties requires prior written approval from our CFO.
Rival permits accepting or incurring proportionate and reasonable expenditures for travel, meals and entertainment expenses legitimately designed to show appreciation to existing business partners, and/ or to present products and services to, or establish cordial business relations with existing or prospective business partners, provided that such expenditures:
- are not excessive and always appropriate to the nature of the business relationship with, and the seniority of, the recipient
- conform to the laws and customs (as recognized by the written local law or a published judicial decision) of the country in which the expenditures are incurred, as well as the policies, rules or codes of conduct of the recipient
- do not place the recipient under an obligation or expectation to confer any business advantage in return for such expenditure (quid pro quo), or create an impression that the recipient’s independence will be affected; and
- occur only occasionally.
Before providing or accepting, directly or indirectly, any travel, meals or entertainment expenditure reasonably valued at more than U.S. $250 for each recipient, you must first obtain written permission from Rival’s CFO.
It is crucial that entertainment should not be given or received on such a scale that it forms an inducement to enter into a business transaction or arrangement which would not otherwise be undertaken, or to improperly influence such a transaction or arrangement. Nor should entertainment be offered, given, or received if it might adversely impact the business or professional reputation of the giver or the recipient. Moreover, in no event may any gift or hospitality cause any other provision of this Policy or any provision of the Code of Conduct to be violated, or put Rival or you in a position that may cause embarrassment.
Any gift, entertainment or hospitality given must be accurately recorded by the associate incurring the expense utilizing Rival’s current expense management system(s) and supported by legitimate documents such as invoices or receipts consistent with Rival accounting policies. No expenditure may be made with the express or implied agreement that it is to be used for any purpose other than as described by the records reflecting the expenditure.
C. Red Flags
Among many other situations, the following situations, whether or not involving a government official, could expose Rival and the individuals involved to a risk of a violation of anti-bribery laws and/or the Code of Conduct and this Policy, and must be reported as set forth below:
- Requests or demands for a bribe.
- Requests from a third party for Rival to make payments (or portion of a payment) on behalf of the third party to someone else.
- Requests or suggestions that Rival make a charitable donation to a particular charity as a condition to any legitimate business purpose Rival is pursuing.
- Requests for employment, whether paid or unpaid (such as an internship), either on his or her own behalf or on behalf of another as a condition to any legitimate business purpose Rival is pursuing.
- A person with whom Rival is dealing has a reputation for receiving or giving questionable payments.
- A demand or strong suggestion that a particular local representative should be retained for any purpose or a request by a government official that Rival hire a particular person or contract with a particular company.
- A non-governmental person with whom Rival is dealing has a known family or other significant relationship with government officials.
- A request for an unusual or excessive payment, such as a request for over-invoicing, unusual up-front payments, or a request for payments to be made to a third party (or to a third country), to a foreign bank account, in cash or otherwise untraceable funds.
- A proposed agent or representative has little or no expertise or experience in the area (whether geographic, professional or otherwise) in which it will represent Rival.
- A proposed agent or representative refuses to provide written assurances that he or she will not make any improper payments.
- A proposed agent or representative requests an unusually high commission.
- A proposed agent or representative fails to provide standard or accurate invoices.
- A potential governmental customer requests an unusual credit or rebate with or from Rival in return for its business.
- Unusual bonuses, success fees, or other amounts paid to agents or representatives of Rival.
- Rival’s operations are in, or it is transacting business with a person in, a country perceived to have high levels of corruption. (See Transparency International’s annually updated “Corruption Perception Index”: http://www.transparency.org/policy_research/surveys_indices/cpi).
D. Reporting Violations
Your conduct can reinforce an ethical atmosphere and positively influence the conduct of fellow associates. If you are aware of or suspect misconduct, you should report it to the appropriate level of management.
You may also contact the Board of Directors (anonymously, if you wish, if allowed by local law):
Your calls, detailed notes and/or emails will be dealt with confidentially unless it is necessary to share such information in order to address the matter appropriately. Regardless, you have the commitment of Rival and Rival’s Board of Directors that if you made a report in good faith, you will be protected from retaliation. Any person who retaliates against or threatens to retaliate against another for raising a concern or allegation regarding actual or potential misconduct will be subject to disciplinary action, up to and including termination.
Nothing in this or any other Rival policy prohibits you from providing information to the U.S. Securities and Exchange Commission or any government agency in a manner contemplated by relevant law or regulation.
A failure to report known or suspected wrongdoing in connection with Rival’s business of which a Rival associate or agent has knowledge may, by itself, subject that individual to disciplinary action up to and including termination of employment.
The Rival Legal Department is responsible for the interpretation and administration of this policy.
Any printed versions of this document should be used for immediate reference only.
Please refer to the latest electronically approved version.
Revised January 2, 2022 (U.S.)