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.

The Compliance Department owns this policy. It keeps the register of gifts and hospitality, the register of declared conflicts of interest and the record of the approvals this policy requires, answers questions on its application, and reports on it to the board’s ethics and compliance committee. The Procurement Department applies it to agents, intermediaries, distributors, suppliers and partners; the Finance Department applies it to the books and records; Human Resources applies it to recruitment and to disciplinary measures; the Legal Department receives reports of a breach under the group’s whistleblowing policy.

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. Bribery between private parties is treated under this policy on the same terms as the bribery of a public official, whatever the rank of the person concerned and whatever the value of the business.

The prohibition does not 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. Section 7 of the UK Bribery Act 2010 makes the group answerable for a bribe paid by a person associated with it, whether or not the group instructed the payment or knew of it.

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 service rendered, the use of an asset, a donation to a cause designated by a counterparty, and the promise of any of these for the future. An advantage falls within this policy whatever form it takes, where it is intended to induce or reward 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 FCPA provides a narrow exception for payments to expedite routine governmental action (15 U.S.C. § 78dd-1(b)). The UK Bribery Act 2010 provides 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. The group is subject to both statutes and applies the stricter of the two standards in every country in which it operates.

These demands arise at identifiable points in the group’s operations: 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. The roles exposed to those points receive the additional training set out below. A demand is escalated to the Compliance Department rather than settled by the person who receives it, and both the demand and the decision taken on it are recorded.

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.

A gift or an item of hospitality above the threshold set by the Compliance Department requires its written approval before it is offered or accepted. Below that threshold, three tests apply cumulatively, and a gift or an item of hospitality that fails any one of them is declined.

• •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 kept by the Compliance Department, with the persons concerned, the nature of the gift, the date, the occasion and the value, whether it was given or received. A gift or an item of hospitality that is not recorded is not permitted.

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. An expense claim that conceals a political contribution is a breach of this policy and of the section on books and records.

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 the Legal Department registers it where a register of interest representatives exists. The group does not conduct interest representation anonymously or through an undisclosed third party.

Charitable donations and sponsorships are permitted and are controlled. A donation or a sponsorship requested by a person who decides on the group’s business, or benefiting such a person, is an advantage within the meaning of this policy and is prohibited on the same terms as any other advantage.

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 Department where the recipient was suggested by a client, a public official or any other 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. The Compliance Department keeps the record of each donation and sponsorship and of the approval given.

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 Department as soon as it is known, and the person declaring it takes no further part in the decision it touches. The declaration is entered in the register of conflicts of interest, together with the measure taken to remove the person from the decision. A conflict that is not declared is a disciplinary matter.

Recruitment falls under the same rule. The engagement of a relative or a close personal connection of a public official, of a client’s decision-maker or of a supplier’s decision-maker, whether as an employee, a trainee or a contractor, is declared to Human Resources and approved by the Compliance Department before any offer is made. The appointment is made on the candidate’s own merit against the requirements of the role, and the file records the grounds of the decision.

Network deployment, licensing, customs clearance and public tendering are conducted through local partners in most of the markets the group works in, and section 7 of the UK Bribery Act 2010 makes the group answerable for bribery by a person associated with it. The Procurement Department applies the controls set out in this section before, during and after an appointment, with the Compliance Department.

Before an agent, intermediary, consultant, distributor, reseller or joint venture partner is appointed, the Procurement Department 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 a success fee whose amount cannot be explained by the work to be done.

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. The Procurement Department keeps the appointment file and the diligence supporting it, and refers any signal listed above to the Compliance Department before the appointment proceeds.

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, which the Finance Department keeps. 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 books-and-records and internal-controls provisions of the FCPA (15 U.S.C. § 78m(b)(2)) bind issuers of registered securities. Parousia Group is not listed and no group company is an issuer, so those provisions do not apply to the group directly. The Finance Department applies the same standard of accuracy and internal control to the accounts of every entity of the group, and no exception is made for an entity on the ground that the provisions do not reach it.

The records supporting due diligence on intermediaries, the register of gifts and hospitality, declarations of conflict of interest and approvals of donations are kept by the Compliance Department, retained for at least the period required by the law of the jurisdiction concerned and by any client contract, and 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. The Compliance Department sets the content and delivers the training with Human Resources, and it is built on the situations in which the prohibition has to be applied rather than on the wording of the statutes. The roles below receive additional training on the risks specific to their work.

• •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 confirm in writing that they have received this policy and will comply with it. The Compliance Department keeps the attestations and the record of attendance, and produces them 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 report is made in writing to the Legal Department, which handles it under the group’s whistleblowing policy; that policy sets the acknowledgement and feedback deadlines, the confidentiality of the reporting person’s identity and the protection against retaliation. Where the report concerns conduct covered by this policy, the Legal Department informs the Compliance Department.

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. A person who refuses to pay a bribe is supported by the group, including where that refusal costs the group a contract, a shipment or a delay, and no consequence is attached to the refusal in the assessment of their work.

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. The measure is decided by the employing entity with Human Resources, on the findings of the Compliance Department and after the person concerned has been heard. For an agent, an intermediary, a supplier or a partner, a breach is a ground for immediate termination of the contract by the Procurement Department. 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. A conviction also carries debarment from public procurement.

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 those procedures are judged. Each principle is mapped below to the section of this policy that addresses it.

The defence rests on evidence of what the organisation applied in practice: the records of due diligence, of training, of declarations, and of the decisions taken on the days a demand was made. The Compliance Department holds those records and produces them when a client, an auditor, a court or a competent authority requires them. It reviews this policy at least once a year, and whenever a change in the law, in the group’s markets or in a finding made under it requires an amendment.