ANTI-BRIBERY AND CORRUPTION
INTRODUCTION
Payless Distributors is committed to conducting its business ethically and in compliance with all
applicable laws and regulations, including the U.S. Foreign Corrupt Practices Act (FCPA) and similar laws in other countries that prohibit improper
payments to obtain a business advantage. This document describes Payless Distributors’ Policy
prohibiting bribery and other improper payments in the conduct of Payless Distributors business
operations and employee responsibilities for ensuring implementation of the Policy. Questions
about the Policy or its applicability to particular circumstances should be directed to
Management.
POLICY OVERVIEW
Payless Distributors strictly prohibits bribery or other improper payments in any of its business
operations. This prohibition applies to all business activities, anywhere in the world, whether
involving government officials or other commercial enterprises. A bribe or other improper
payment to secure a business advantage is never acceptable and can expose individuals and
Payless Distributors to possible criminal prosecution, reputational harm or other serious consequences.
This Policy applies to everyone at Payless Distributors, including all officers, employees and agents or
other intermediaries acting on Payless Distributors’ behalf. Each officer and employee of Payless Distributors
has a personal responsibility and obligation to conduct Payless Distributors’ business activities
ethically and in compliance with all applicable laws based on the countries wherein Payless Distributors
does business. Failure to do so may result in disciplinary action, up to and including dismissal.
Improper payments prohibited by this policy include bribes, kickbacks, excessive gifts or
entertainment, or any other payment made or offered to obtain an undue business advantage.
These payments should not be confused with reasonable and limited expenditures for gifts,
business entertainment and other legitimate activities directly related to the conduct of
Payless Distributors’ business.
Payless Distributors has developed a comprehensive program for implementing this Policy, through
appropriate guidance, training, investigation and oversight. Management has
overall responsibility for the program, supported by the executive leadership of Payless Distributors.
Management is responsible for giving advice on the interpretation and application
of this policy, supporting training and education, and responding to reported concerns. The prohibition on bribery and other improper payments applies to all business activities, but is
particularly important when dealing with government officials. The U.S. Foreign Corrupt
Practices Act and similar laws in other countries strictly prohibit improper payments to gain a
business advantage and impose severe penalties for violations. The following summary is
intended to provide personnel engaged in international activities a basic familiarity with
applicable rules so that inadvertent violations can be avoided and potential issues recognized in
time to be properly addressed.
COMMON QUESTIONS ABOUT ANTI-BRIBERY LAWS
What do anti-bribery laws prohibit?
The FCPA, UKBA and other anti-bribery laws make it unlawful to bribe a foreign official to gain
an “improper business advantage.” An improper business advantage may involve efforts to
obtain or retain business, as in the awarding of a government contract, but also can involve
regulatory actions such as licensing or approvals. Examples of prohibited regulatory bribery
include paying a foreign official to ignore an applicable customs requirement. A violation can
occur even if an improper payment is only offered or promised and not actually made, it is made
but fails to achieve the desired result, or the result benefits someone other than the giver (for
example, directing business to a third party). Also, it does not matter that the foreign official may
have suggested or demanded the bribe, or that a company feels that it is already entitled to the
government action.
Who is a “foreign official”? A “foreign official” can be essentially anyone who exercises
governmental authority. This includes any officer or employee of a foreign government
department or agency, whether in the executive, legislative or judicial branch of government,
and whether at the national, state or local level. Officials and employees of government-owned
or controlled enterprises also are covered, as are private citizens who act in an official
governmental capacity. Foreign official status often will be apparent, but not always. In some
instances, individuals may not consider themselves officials or be treated as such by their own
governments but nevertheless exercise authority that would make them a “foreign official” for
purposes of anti-bribery laws. Personnel engaged in international activities are responsible
under this Policy for inquiring whether a proposed activity could involve a foreign official or an
entity owned or controlled by a foreign government, and should consult with Management when questions about status arise.
What types of payments are prohibited? The FCPA prohibits offering, promising or giving
“anything of value” to a foreign official to gain an improper business advantage. In addition to
cash payments, “anything of value” may include:
• Gifts, entertainment or other business promotional activities;
• Covering or reimbursing an official’s expenses;
• Offers of employment or other benefits to a family member or friend of a foreign official;
• Political party and candidate contributions;
• Charitable contributions and sponsorships.
Other less obvious items provided to a foreign official can also violate anti-bribery laws.
Examples include in-kind contributions, investment opportunities, stock options or positions in
joint ventures, and favorable or steered subcontracts. The prohibition applies whether an item
would benefit the official directly or another person, such as a family member, friend or business
associate.
Under the law, Payless Distributors and individual officials or employees may be held liable for
improper payments by an agent or other intermediary if there is actual knowledge or reason to
know that a bribe will be paid. Willful ignorance – which includes not making reasonable inquiry
when there are suspicious circumstances – is not a defense, and it also does not matter
whether the intermediary is itself subject to anti-bribery laws. All employees therefore must be
alert to potential “red flags” in transactions with third parties.
Payless Distributors and its affiliates must keep accurate books and records that reflect transactions
and asset dispositions in reasonable detail, supported by a proper system of internal accounting
controls. These requirements are implemented through Payless Distributors’ standard accounting
rules and procedures, which all personnel are required to follow without exception. Special care
must be exercised when transactions may involve payments to foreign officials. Off-the-books
accounts should never be used. Facilitation or other payments to foreign officials should be
promptly reported and properly recorded, with respect to purpose, amount and other relevant
factors. Requests for false invoices or payment of expenses that are unusual, excessive or
inadequately described must be rejected and promptly reported. Misleading, incomplete or false
entries in Payless Distributors’ books and records are never acceptable.
Payless Distributors has established detailed standards and procedures for the selection, appointment
and monitoring of agents, consultants and other third parties. These standards and procedures
must be followed in all cases, with particular attention to “red flags” that may indicate possible
legal or ethical violations. Due diligence ordinarily will include appropriate reference and
background checks, written contract provisions that confirm a business partner’s
responsibilities, and appropriate monitoring controls. Personnel working with agents and other
third parties should pay particular attention to unusual or suspicious circumstances that may
indicate possible legal or ethics concerns, commonly referred to as “red flags.” The presence of
red flags in a relationship or transaction requires greater scrutiny and implementation of
safeguards to prevent and detect improper conduct. Appointment of an agent or other third
party ordinarily requires prior approval by an appropriate senior manager, description of the
nature and scope of services provided in a written contract, and appropriate contractual
safeguards against potential violations of law or Payless Distributors policy.
This Policy imposes on all personnel specific responsibilities and obligations that will be
enforced through standard disciplinary measures and properly reflected in personnel evaluations.
All officers, employees and agents are responsible for understanding and
complying with the Policy, as it relates to their jobs. Every employee has an obligation to:
• Be familiar with applicable aspects of the Policy and communicate them to
subordinates;
• Ask questions if the Policy or action required to take in a particular situation is unclear;
• Properly manage and monitor business activities conducted through third-parties;
• Be alert to indications or evidence of possible wrongdoing; and
• Promptly report violations or suspected violations through appropriate channels.
Any employee who has reason to believe that a violation of this Policy has occurred, or may
occur, must promptly report this information to his or her supervisor, the next level of
supervision, or other management. Alternatively, information may be
reported in confidence via the webform.
Retaliation in any form against an employee who has, in good faith, reported a violation or
possible violation of this Policy is strictly prohibited. Employees who violate this Policy will be
subject to disciplinary action, up to and including dismissal.
Report Violations Anonymously: paylessdistributors.com/employee-report
