מניעת שוחד ושחיתות

This policy applies to Parousia Group, to the regional companies it holds — Parousia West Africa, Parousia East Africa, Parousia Europe, Parousia America and Parousia Middle East — to Echad Technologies in Singapore, and to the six solutions the group operates: NetVox Intelligence, Global Technology Africa, Afrika Plaza, PAGEXPRESS, PAGPay and INTIC. It binds directors, officers, employees and temporary staff, and it binds every person engaged to act for the group: agents, intermediaries, consultants, distributors, resellers, joint venture partners and subcontractors.

It applies in every country, whatever the local practice. Two of the laws the group is exposed to reach conduct that takes place entirely abroad. Section 7 of the UK Bribery Act 2010 makes a commercial organisation carrying on business in the United Kingdom liable where a person associated with it bribes anywhere in the world, subject only to the defence of having had adequate procedures in place. The US Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1 et seq.) reaches issuers and domestic concerns, and under § 78dd-3 any person acting in United States territory. The group has a company in the United Kingdom and a company in the United States, so both apply to it.

The Democratic Republic of the Congo, where the group has its seat, acceded to the United Nations Convention against Corruption on 23 September 2010 and has ratified the African Union Convention on Preventing and Combating Corruption; its penal code (décret du 30 janvier 1940, as amended) punishes corruption at articles 147 and following, and the Agence de prévention et de lutte contre la corruption was created by Ordonnance n° 20/013 bis of 17 March 2020. The Congo is not a party to the OECD Convention of 1997; the United Kingdom and the United States are, and the group applies the standard of the laws that implement it in every country it works in.

Where local law is stricter than this policy, local law applies. Where this policy is stricter, this policy applies.

No one acting for the group may offer, promise, give, request, agree to receive or accept any financial or other advantage intended to induce or reward the improper performance of a function or activity, or otherwise to obtain or retain business or an advantage in the conduct of business.

The prohibition does not depend on who the counterparty is. Bribing a public official is an offence under section 6 of the UK Bribery Act 2010 and under the FCPA; bribery between private parties is an offence under sections 1 and 2 of the same Act and under the criminal law of most of the countries the group operates in, including the Democratic Republic of the Congo. Commercial bribery is treated here exactly as public bribery is, and a purchasing manager is not a lesser case than a minister.

Nor does it depend on whose hand passes the advantage. A payment made by an agent, a consultant, a distributor, a joint venture partner or a subcontractor, with the group’s money or for the group’s benefit, is a payment by the group. Not having asked is not a position: it is the precise conduct section 7 of the Bribery Act was written to reach.

An advantage is not only money. It includes a job or an internship for a relative, a contract awarded to a connected company, a discount, a favour, the use of an asset, a donation to a cause someone has chosen, and a promise of any of these in the future. The question is never the form; it is whether the thing is meant to buy a decision.

A facilitation payment is a small payment to a public official to secure or speed up a routine action the official is already obliged to perform: clearing goods, stamping a permit, connecting a service, releasing a shipment, scheduling an inspection. Facilitation payments are prohibited under this policy, everywhere, without exception. No local custom, expectation or practice makes one acceptable, and no amount is small enough to fall outside this section.

The reason is legal as much as ethical, and it is worth stating precisely. The FCPA contains a narrow exception for payments to expedite routine governmental action (15 U.S.C. § 78dd-1(b)). The UK Bribery Act 2010 contains no equivalent exception: a facilitation payment is a bribe under sections 1 and 6 whatever it is called locally, and section 7 exposes the organisation to liability for one paid by an associated person anywhere in the world. A group with a company in the United Kingdom and a company in the United States cannot run two standards on the same container at the same border, and if it runs one it has to be the stricter.

These demands arrive at predictable points, and the people who receive them are not the people who write policies: customs and port clearance, import and equipment permits, site access and rights of way, vehicle and fleet inspections, licence and frequency renewals, and the release of a container or an equipment consignment. Those roles receive the additional training set out below, and they are entitled to escalate a demand instead of resolving it.

Gifts and hospitality are not prohibited. They become a bribe when they are intended to obtain a decision, when they are large enough or frequent enough to create an obligation, or when they arrive at the moment a decision is being taken.

This policy sets no monetary threshold. The board has not fixed one, and inventing one here would be worse than saying so: a threshold invites the question of how to stay just below it, and it says nothing about the case that actually matters, which is a modest gift offered in the week a tender is decided. If the board fixes a threshold, it will be published in this document. Until then the tests are proportionality, transparency and record.

• Proportionality — the gift or hospitality is reasonable for the occasion, the seniority of the people involved and the local cost of living, and it is what the group would offer to a counterparty who had no decision to take about it.
• Transparency — it is given or received openly, in the group’s name, never in cash or a cash equivalent, never to a private address, never through an intermediary, and never in a way that the recipient’s employer would have to be kept from knowing.
• Record — it is entered in the register of gifts and hospitality with who, what, when, why and the value, whether given or received. A gift that cannot be recorded is a gift that cannot be given.

The group makes no political donation. That means no money, no goods, no services, no free use of premises, vehicles, connectivity or equipment, no paid staff time and no advertising, to a political party, a candidate, a campaign, a political committee or an officeholder, in any country, directly or through a third party.

Employees are free to take part in political life in their own time, in their own name and at their own expense. They may not present a personal position as the group’s, use group resources for it, or make a donation on the group’s behalf and be reimbursed for it under another heading.

Where the group takes part in a public consultation, a regulatory proceeding or an industry body, it does so in its own name and on the record, and registers where a register of interest representatives exists. Advocacy is not prohibited; anonymous advocacy is.

Charitable donations and sponsorships are permitted and are controlled, for a reason worth stating plainly: a donation requested by the person who decides on the group’s business is a bribe with a receipt attached to it.

Each donation and each sponsorship requires a written request stating the purpose, verification of the recipient’s legal existence and of the people behind it, payment to the organisation’s own account in its own name, an accurate entry in the accounts describing what the payment was for, and approval by the compliance function where the recipient was suggested by a client, a public official or any counterparty.

The group does not make a donation or a sponsorship that was requested by a person who decides on a group matter, that benefits such a person or their family, that is made during a live tender to a body connected with the buyer, that is paid in cash, or whose recipient cannot be identified beyond a name on an invoice.

A conflict of interest exists where a personal interest could influence, or could reasonably appear to influence, a decision taken for the group. The common cases are a relative or a close personal connection at a supplier, a client or among candidates for a role; an ownership interest in a counterparty; an outside directorship or consultancy; work for a competitor; and any decision on a contract from which someone close will benefit.

A conflict is declared to the compliance function as soon as it is known, and the person declaring it takes no further part in the decision it touches. A declared conflict is not misconduct — it is an ordinary consequence of doing business in places where people know one another. An undeclared conflict is misconduct.

Recruitment falls under the same rule. Hiring, or offering an internship to, a relative of a public official or of a client’s decision-maker is a recognised route by which an advantage is given, and it is treated as one: it requires declaration and approval before any offer is made, and the appointment has to stand on the person’s own merit.

Most enforcement in this field concerns what a third party did, not what the company did with its own hands. The group’s exposure has the same shape, because network deployment, licensing, customs clearance and public tendering are conducted through local partners in most of the markets it works in.

Before an agent, intermediary, consultant, distributor, reseller or joint venture partner is appointed, the group carries out due diligence at a depth set by the risk: identity, legal existence and beneficial ownership; sanctions screening under the group’s compliance framework; the party’s actual qualifications for the work; adverse media and litigation checks; the connections of its owners and managers to public officials; and a written business rationale for the appointment.

Remuneration is agreed in advance, is proportionate to the services actually rendered, and is documented. The group does not pay a commission that bears no relation to work performed, does not pay into an account in a country unconnected with the party or the work, does not pay in cash, and does not agree to a success fee whose size only makes sense if something other than the work is being bought.

The group does not appoint an intermediary whose only stated qualification is access to a decision-maker.

The appointment is made in writing and carries anti-bribery undertakings, the right to audit the records relevant to the work, a prohibition on sub-delegation without written consent, and the right to terminate immediately on breach. The group exercises that right.

Every payment, gift, item of hospitality, donation, sponsorship and intermediary fee is recorded accurately, in reasonable detail, and in the accounts of the entity that made it. The description states what the payment was actually for. No fund or account is kept off the books, no transaction is left unrecorded, and no entry describes a payment as something other than what it was.

The FCPA’s books-and-records and internal-controls provisions (15 U.S.C. § 78m(b)(2)) apply to issuers of registered securities. Parousia Group is not listed and no group company is an issuer, so those provisions do not bind the group directly. The standard they set is applied anyway, for a practical reason rather than a decorative one: an improper payment reaches the accounts before it reaches an investigator, and books that describe what actually happened are the only durable evidence that nothing improper did.

The records supporting due diligence on intermediaries, the register of gifts and hospitality, declarations of conflict of interest and approvals of donations are retained for at least the period required by the law of the jurisdiction concerned and by any client contract, and are produced to an auditor or a competent authority on request.

Everyone who acts for the group receives training on this policy on joining and at least once a year afterwards, in a language they work in. Training is case-based rather than abstract, because the decision this policy governs is taken in a few seconds at a counter, not in a seminar room.

• Customs, import and logistics — the roles that receive facilitation demands most often.
• Site acquisition, rights of way and permits.
• Licensing, spectrum and regulatory affairs.
• Public sector sales and tendering.
• Procurement and supplier management.
• Payments, customer onboarding and merchant acquisition.
• Anyone who instructs, pays or supervises an agent or an intermediary.

Training ends in an attestation, and agents, intermediaries and partners are required to confirm in writing that they have received this policy and will comply with it. The group does not publish completion figures; it produces the records for named personnel when a client, an auditor or a regulator asks for them.

A bribe, an attempted bribe, a demand for one, or any other breach of this policy is reported. The route, the protections and the timings are set out in the group’s whistleblowing policy; this policy does not restate them, because a restatement is what a person would rely on if the two texts ever differed.

Three commitments apply and are stated here rather than only there. A report may be made without going through line management. Retaliation against a person who reports in good faith is a disciplinary offence in itself, whether or not the report turns out to be founded. And a person who refuses to pay a bribe is supported, including where that refusal costs the group the contract, the shipment or the delay: business lost that way is a cost of running this policy, and it is a cost the group has decided to carry.

Directive (EU) 2019/1937 sets the minimum protection for a person reporting in the European Union; the group applies the same protection in every country it operates in, including where local law does not require it.

A breach of this policy is a disciplinary matter, up to and including dismissal, whatever the seniority of the person concerned and whatever the value of the business involved. For an agent, an intermediary, a supplier or a partner, it is a ground for immediate termination of the contract. Where the conduct is also an offence, the group reports it where the law requires and cooperates with the authority that investigates it.

Individual exposure is separate from the group’s and is not absorbed by it. Under section 11 of the UK Bribery Act 2010, an individual convicted of bribery may be imprisoned for up to ten years and fined without limit, and a commercial organisation convicted under section 7 faces an unlimited fine. Under the FCPA, criminal and civil penalties apply to individuals as well as to entities, and the Alternative Fines Act (18 U.S.C. § 3571(d)) allows a fine of up to twice the gain sought. Conviction also carries debarment from public procurement, which for a group that sells to states is the consequence that lasts longest.

The group does not indemnify a person for a fine imposed on them for bribery, and does not pay such a fine on their behalf.

Section 7 of the UK Bribery Act 2010 gives a commercial organisation a defence where it can show that it had adequate procedures in place to prevent bribery by persons associated with it. The Ministry of Justice guidance issued under section 9 of the Act sets out six principles against which procedures are judged. They are mapped to this document below, so that the mapping does not have to be reconstructed by whoever is asked for it at short notice.

The defence is not established by a document. It is established by what an organisation can show it actually did: records of diligence, of training, of declarations, and of the decisions taken on the days a demand was made. This policy states the standard; the evidence is held by the compliance function and is produced when it is asked for.