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Anti-Corruption and Bribery Policy

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The following Anti-Corruption and Bribery Policy was adopted by the board of directors of Morneau Shepell Inc. effective November 7, 2017.

Policy

Morneau Shepell Inc., its subsidiaries and its affiliates (the “Company”) value honesty, integrity, transparency and professionalism in dealings with clients, suppliers, competitors and government officials alike. It is the policy of the Company to compete fairly and engage in business practices that comply with anti-bribery laws such as the Corruption of Foreign Public Officials Act (CFPOA) in Canada, the Foreign Corrupt Practices Act (FCPA) in the United States, and the Anti-Bribery Act, 2010 in the United Kingdom (“Anti-Corruption Laws”).

Application

The purpose of this Policy is to inform all directors, officers, employees and independent contractors (“Company Personnel”) of their anti-bribery and anti-corruption obligations. It also provides guidance on identifying potential risks, dealing with challenging situations and reporting when those situations violate or may lead to a violation of this Policy and Anti-Corruption Laws.

The Company has zero tolerance for corrupt activities of any kind. Unauthorized payments, or acts that create the appearance of promising, offering, giving or authorizing payments, are prohibited by this Policy.

Failure to comply with this Policy or Anti-Corruption Laws may be grounds for disciplinary action up to and including termination of employment or other relationship with the Company, may require restitution and may lead to civil or criminal action against individual Company Personnel. If Company Personnel are in or aware of a situation that they believe may violate or lead to a violation of this Policy, they must ask for guidance from their manager or other personnel in a superior position or follow the guidelines described under “Compliance Procedures” in the Company Code of Business Conduct and Ethics or in the Whistleblower Policy.

Definitions

The following definitions are to serve as a guide for some of the words or phrases that could otherwise be left up to interpretation.

“Bribe” means anything of value given in an attempt to affect, influence or reward a person’s actions or decisions in order to secure, gain or retain a business advantage. This includes payments, entertainment or other gifts or courtesies.

“Corruption” means the misuse of power to influence an outcome or to encourage a form of behavior which may not have occurred otherwise.

“Entertainment” (including, but not limited to, beverages, recreation, lodging, transportation and tickets) is an event with a specific business purpose.

“Facilitation Payments” mean any payment to a Public Official to secure or expedite routine governmental action, for example, to expedite customs clearances; to obtain permits, licenses, or other official documents to qualify a person to do business in a foreign country; or to process routine governmental papers such as visas or work orders.

“Gift” means any item of monetary value.

“Government” means an agency, instrument or other body of any federal, provincial, national, state or local government, including hospitals or other health facilities which are owned or operated by a government, and including regulatory agencies or government-controlled businesses or corporations.

“Payment” refers to and includes any direct or indirect offers to pay, promises to pay, authorizations of or payments of anything of value including but not limited to, cash or cash equivalents, gifts, services, employment offers, loans, travel expenses, entertainment, political contributions, charitable donations, subsidies, per diem payments, sponsorships, honoraria or provision of any other asset, even if nominal in value.

“Public Official” means a person who holds a legislative, administrative or judicial position in Government; a person who performs public duties or functions for Government; an official or agent of a public international organization; or elected officials, candidates for public office, political parties, and officers, personnel, representatives and agents of political parties.

Prohibition on Corruption

This Policy declares that corrupt practices are not acceptable in the Company’s business dealings both in the private and government sectors. Company Personnel must not make, offer to make, or authorize any improper “payments” or provide “anything of value” to any individual, 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 or obtain or retain business. The Company prohibits “quid pro quo” payments, meaning that the payment is made with the expectation of receiving in return an improper benefit or advantage.

The areas where corruption, including bribery, can most often occur include:

  • Gifts and Entertainment;
  • Facilitation Payments; and
  • Political, Community, and Charitable Contributions.

It is the responsibility of Company Personnel to be aware of how these situations may violate or lead to a violation of this Policy and Anti-Corruption Laws. Please consult with your manager or other personnel in a superior position for further guidance.

Gifts and Entertainment

Gifts and entertainment are commonly offered as gestures of gratitude or tokens of appreciation. The Company allows these tokens and gestures when they are reasonable, proportional, made in good faith and in compliance with the Company’s Code of Business Conduct and Ethics and this Policy.

Examples of gifts and entertainment include the receipt or offer of gifts, meals or items of limited value as well as invitations to events, functions or other social gatherings related to the Company’s business. These activities should be of a value that is in proportion to the situation at hand and should be occasional to avoid being interpreted as an attempt to influence a decision or act. When offering or accepting a gift or forms of entertainment consider:

  • The intended outcome: is the offering intended to build a relationship or could it be viewed as influencing a direct result?
  • Transparency and Reputation: If the offering were publicized, how would it reflect on the Company in the public realm or in front of Company shareholders?
  • Competition: How would the offering be perceived by the Company if it were made by a competitor?

Please consult with your manager or other personnel in a superior position for further guidance on giving or accepting gifts or forms of entertainment or hospitality.

Facilitation Payments

Facilitation Payments are not allowed and should not be made. If you are unclear on whether a payment may be a facilitation payment, please consult your manager or other personnel in a superior position.

Political, Community and Charitable Contributions

Political contributions, including but not limited to table purchases, using Company funds should not be made without authorization. Political contributions, as permitted by law, must be approved in advance by the appropriate stakeholders. If you would like to make a political contribution, you must consult with the Company’s policy on political donations and follow the appropriate processes.

The Company believes in contributing to the communities in which it does business and permits donations to community projects, local and foreign charities and other recipients. Before making a contribution, the Company needs to be certain that donations to foreign-based charities and other recipients are not disguised illegal payments to foreign officials in violation of Anti-Corruption Laws. Company Personnel must follow the Company’s Guidelines for Charitable Donations in making any charitable donations on behalf of the Company.

The Potential for Corruption

Even if no direct payment or gift is made, payments made to someone affiliated with the Company such as an agent or consultant can still lead to a violation of Anti-Corruption Laws. This can occur if there is reason to believe that the person will engage in an improper action to influence a Public Official or private organization by passing on all or a portion of such payment or gift. Therefore, one should be on alert for potential violations, including the following:

  • The country in question is known for bribery or there have been regular media reports of bribery in that country;
  • The reputation of the local agent and the agent's relationships;
  • Unusually large or small or unexplained commissions, bonuses, or rebates;
  • Requests for cheques payable to “cash” or “bearer”;
  • Requests for payments made to third country bank accounts;
  • Establishment of unusual or unexplained bank accounts or funds;
  • The absence or incompleteness of documentation to justify expenses or charges; and/or
  • Other similar suspicious conduct.

Accounting and Record Keeping

Anti-Corruption Laws require complete, thorough and accurate record keeping. Company Personnel must record each transaction or payment in the books and records of the Company so that the Company can fulfill these requirements. Any false or misleading statements or entries in the Company’s books and records are violations of not only Anti-Corruption Laws and the Company’s Code of Business Conduct and Ethics but are also acts of fraud and will not be tolerated.

Reporting and Assistance

If any Company Personnel are approached by a Public Official, client or supplier representative, or any other person and is asked, directly or indirectly, to make a questionable payment or gift, the occurrence should be promptly and fully reported to a manager or other personnel in a superior position, who in turn shall report such occurrence to the General Counsel or Chief Financial Officer of the Company. Company Personnel may also report anonymously using the procedures outlined in the Company’s Whistleblower Policy.