The nature of our business may require that we interact with officials of various governments around the world. Our Code of Conduct & Business Ethics, the law and this Anti-Corruption and Anti-Bribery Policy establish certain limits on those interactions, particularly where we might be providing something of value to a government official.
This policy is intended to provide a level of awareness about the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act of 2010 (“UKBA”), the anti-bribery provisions of the China Anti-Unfair Competition Law (“AUCL”), and other anti-bribery laws in order to avoid inadvertent violations and to recognize potential issues in time for them to be addressed appropriately. A violation of anti-bribery laws can lead to severe civil and criminal penalties and reputational harm; therefore, it is vital that we not only understand and appreciate the importance of this policy, but comply with it in our daily work.
Reporting Policy Violations
If you believe that bribery, other corrupt activities, or any other violations of this policy may have or will occur in connection with Snap One business, contact the Legal Compliance team at ABC@snapone.com promptly for further guidance. Employees also have an obligation to report any information or knowledge of any hidden fund or asset, of any false or artificial entry in Snap One’s books and records, or of any payment that circumvents Snap One’s internal financial processes. Finally, employees should reach out to the Legal Compliance Team with any questions regarding this policy, including whether activity may be a bribe, the legitimacy of a government fee, or to seek preapproval for gifts, hospitality, travel, sponsorships, and similar payments given by or offered to a third party
In addition to contacting the Legal Compliance team, reporting may be made through the Snap One reporting hotline. Reports may be made on an anonymous basis to the hotline by:
If any potential violations of this policy are identified, an investigation will take place under the guidance of the Chief Legal Officer or their designee. All reports to the Compliance Office will be kept in confidence to the extent appropriate and permitted by law and Snap One’s policies. Snap One will not retaliate against anyone who submits a report based on an honest belief or assists in an investigation of a complaint. Snap One will take disciplinary action up to and including immediate termination of any employee who retaliates against another person for engaging in any of these protected activities.
All Snap One directors, officers, employees, and third-parties (discussed in detail in Section VI), wherever located, are responsible for anti-bribery compliance and the procedures to ensure compliance in this area. All managers and supervisory personnel are expected to monitor continued compliance with this policy to ensure compliance with the highest moral, ethical, and professional standards of the Company.
Snap One will conduct every business transaction with integrity, regardless of differing local manners and traditions, and will comply with:
o Violations of the FCPA can run afoul of other U.S. laws as well, including U.S. anti-money laundering laws, mail and wire fraud, and others;
An agency, instrumentality, subdivision or other body of any national, state, tribal, or local government; regulatory agencies or government owned, operated, or controlled businesses, corporations, companies or societies; public international organizations; and any other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union and public international organizations such as the United Nations).
Any officer, officeholder, full- or part-time employee of a national, state, tribal, regional, provincial, city, county or other local Government, including any political party, administrative agency, or government-owned business as well as:
[1] A “public international organization” is any organization designated as such by Executive Order under the International Organizations Immunities Act, 22 U.S.C. § 288,or any other organization that the President so designates. Currently, these organizations include the United Nations, the World Bank, and the World Trade Organization.
Payments intended to wrongfully:
In addition to obtaining or retaining business, Improper Advantage includes reducing taxes or duties, “looking the other way” at minor code or rule violations, and any form of preferential treatment.
No Snap One employee shall make, offer to make, or authorize any improper payment— which can include monetary payments or the provision of anything else of value as described below—to any individuals, or at the request of any individual, for the purpose of influencing, inducing, or rewarding any act, omission or decision to secure an Improper Advantage, obtain or retain business. In essence, Snap One prohibits “quid pro quo” payments whereby the payment is made with the expectation of receiving in return an improper benefit or advantage.
Prohibited payments include, but are not limited to, those designed to:
The prohibition on bribery applies to the giving of anything of value, not only money. This includes providing business opportunities, employment, favorable contracts, stock options, gift cards or other gifts, travel, and entertainment. Such payments are barred even if:
In some countries, local laws provide for an absolute prohibition on giving anything of value to government officials (without regard to whether it is in connection with an official act, or for the purpose of securing an improper business advantage). Snap One must comply with local laws, in addition to complying with this policy, when giving anything of value to any Government Official. A facilitating payment is a payment made to secure or expedite a routine government action by an official. No facilitating payments may be made by Snap One or its employees, including facilitating payments made by third parties on Snap One’s behalf, is pre-approved inwriting by the Chief Legal Officer. In addition, if you are unsure whether a requested payment is a legitimate government fee, please contact the Legal Compliance team at ABC@snapone.com.
If there is an imminent threat to your health or safety, such as a threat of physical harm, you may make a payment to avoid harm. Loss of business opportunities or relationships should not be considered imminent threats to health or safety. Any such payments should be immediately reported to the Legal Compliance team at ABC@snapone.com. The Legal Compliance team will also coordinate with the appropriate U.S. embassy and other government entities for assistance.
Snap One may be liable for violations of anti-corruption laws by third parties acting on its behalf, including in cases where Snap One has not directed such third parties to act in such a manner. Third parties may include dealers, distributors, suppliers, vendors, developers, logistics partners, brokers, consultants, lobbyists, finders, agents, and other transactional intermediaries. It is essential that all Snap One employees monitor the behavior of third-party representatives and ensure that they comply with this policy and the Partner Code of Conduct.
To ensure that the requirements of this policy are met, Snap One will conduct informal and formal due diligence into third parties prior to business engagement. Business units should conduct appropriate diligence into third parties and ensure that third parties have a reputation for ethical conduct. Any ethical conduct or legal compliance flags identified by employees in the course of their diligence should be reviewed by the Legal Compliance team at ABC@snapone.com. Some types of third parties will be designated as “high-risk partners,” and in such cases enhanced pre- and post-engagement due diligence will be conducted by Snap One that may in some cases may involve the use of background checks or third-party investigators or law firms to conduct due diligence on the third party, its owners, or their family members. Certain third parties, including high-risk sales partners and suppliers will be required to complete an annual compliance questionnaire and certification.
The Snap One Legal Department will ensure that anti-corruption contractual provisions are appropriate for particular business transactions. The specific contractual representations and covenants that are appropriate for the engagement of a third party will also vary based on the circumstances. The Legal Department is responsible for drafting, negotiation, and approval of agreements with third parties, and employees shall not conduct business with any third party without first ensuring that an appropriate agreement has been approved by the Legal Department.
The Snap One Legal Department will conduct periodic trainings to help manage third-party compliance risks. These trainings include annual trainings to employees that manage high-risk third parties, as well as periodic trainings for high-risk partners including sales partners and suppliers.
Snap One does not typically conduct significant business with government customers. Such business presents high anti-corruption and procurement compliance risks to Snap One. Employees who become aware of a third party conducting business with a government customer, including dealers and distributors, should contact the Legal Compliance team at ABC@snapone.com. In such cases the Legal Compliance team will assist in ensuring regulatory compliance and providing training to third parties as needed. All payments to third parties that interact with government customers and officials, or politically exposed persons during the course of the engagement must be reviewed and approved in advance by the Legal Compliance team at ABC@snapone.com.The review will consider whether these payments are objectively reasonable and appropriate in light of the circumstances and are otherwise in compliance with any bribery-related controls implemented by the third party. The review and approval of payments to third parties, shall include, but is not limited to:
The review and approval of payments to third parties, shall include, but is not limited to:
Gifts in the business context can be an appropriate way for business people to display respect for each other. Snap One expects the use of good judgment and moderation when giving or receiving entertainment, gifts, travel, or other forms of hospitality including meals. Payments to third parties for event or organizational sponsorship should similarly be scrutinized. No gift, entertainment, travel, other form of hospitality, or sponsorship should ever be offered, given, provided or accepted by you unless it:
Significant legal restrictions apply with regard to providing gifts, entertainment, travel, other hospitality such as meals, and promotional expenditures such as sponsorships related to government officials. You must make sure you fully understand all such restrictions and associated policies and procedures. In each instance:
Preapprovals are required for certain high-risk situations:
Preapprovals may be obtained from the Snap One Legal Compliance team at ABC@snapone.com. Any request for preapproval must include a description of the situation, a stated business purpose, and shall attach a written approval from their organizational SVP.
It is essential that you accurately report expenditures for gifts, hospitality (including meals and entertainment), travel and sponsorships so that the purpose, amount, and recipient of the gift are obvious(i.e., transparent) to finance and other personnel who may review Snap One’s books and records. Expense reports should accurately state the purpose of the expenditures and the identities of the individuals receiving the gifts or entertainment, and also state whether the gift or entertainment was given to a public sector official or to any employee of a government entity.
You should avoid even the appearance of impropriety. Even when not involving a government official, any gift or expense that is lavish or might otherwise prove embarrassing for Snap One is prohibited. Employees should avoid situations where a favor or something else of value maybe expected in return (a quid pro quo situation), or where a conflict of interest may be present. If you have any question regarding the appropriateness of any gift or expense, you should consult the Legal Compliance team (ABC@snapone.com) prior to giving the gift or incurring the expense.
Snap One is committed to the communities in which it does business and permits reasonable donations to foreign charities. Employees and Representatives must ensure that donations are given only to bona fide charities and are only used for proper charitable purposes and not otherwise misapplied in violation of this policy or local law. Charitable donations should not be made in the name of or on behalf of a government official. Any request for a charitable donation by a government official should be reported to the Legal Compliance team (ABC@snapone.com).
This policy also prohibits purely commercial bribery without regard to whether a government official is involved in the transaction. Accordingly, Snap One directors, officers, and employees are prohibited from offering, promising, or giving, directly or indirectly, any unlawful or improper financial or other benefit to another person; for purposes of illustration, an unlawful or improper financial or other benefit might include conduct:
All of the above descriptions with respect to what constitutes a bribe apply with equal force to this prohibition. Snap One directors, officers, and employees are also prohibited from requesting, agreeing to receive, or accepting a financial or other advantage intending that a relevant function or activity be performed improperly.
Anti-corruption laws require Snap One to: (1) maintain books, records, and accounts in reasonable detail that accurately and fairly reflect all transactions and payments using corporate funds, even if for a nominal amount; and (2) devise and maintain a system of internal accounting controls sufficient to ensure that Company’s financial statements are accurately and fairly stated.
All payments by Snap One to or for the benefit of any government official or an individual in a position to give Snap One a commercial business advantage or their family members must be accurately and clearly documented and reported in Company’s accounting systems and reported to the Legal Department or the Audit and Risk Management Committee, not withstanding the prohibitions discussed in this policy with respect to these types of payments.
Penalties for violating anti-bribery regulations can be severe, including fines up to $100,000 and five years in prison per violation for individual employees, and fines and penalties for Snap One. Violations of the FCPA are not covered by Directors and Officers Insurance, and individuals cannot be indemnified by their employer for such violations. Snap One takes its obligations to comply with anti-bribery regulations seriously. Employees who fail to follow Snap One’s policy and procedures may be subject to adverse employment action, including, where warranted, termination.
Updated January 24, 2024
Phone
(866) 424-4489
