Regina Mundi Global Advisors

Articles and Links

Ethics and Anti-Corruption Policies

The directors, officers, and employees of any business licensed inside the United States of and its wholly-owned and majority-owned affiliates (collectively referred to as the “company”) must have active policies and controls directed at committed to compliance with the anti-corruption laws of all countries and territories in which we operate or market products. Each company must have a culture of compliance is embedded in our management systems, beginning with an Ethics Policy.

The Ethics Policy requires all directors, officers, and employees to comply with all applicable laws and to record all transactions accurately in our books and records. The Gifts and Entertainment Policy, Political Activities Policy, and International Operations Policy address related topics.

The purpose of this Anti-Corruption Ethics Policy is to familiarize each employee with the U.S. Foreign Corrupt Practices Act (“FCPA”), and the principal global anti-corruption conventions that apply to all United States performing businesses. Every Director, officer and employee is expected to comply with applicable policies, guidelines, and procedures described in the following pages, and to consult with his or her supervisor and the lawyers whenever there is a question about the legality of an action to be taken by or on behalf of the company.

The FCPA is not the only transnational anti-corruption statute. Since 1996, more than 100 countries have signed one or more of a series of multilateral conventions under the auspices of the Organization for Economic Co-operation and Development (OECD), the Organization of American States (OAS), the Council of Europe (COE) and, more recently, the United Nations, and the African Union. Those conventions require signatory countries to criminalize a wide range of offenses, including bribery, diversion of property by public officials, trading in influence, illicit enrichment, money laundering, and concealment of property. They also seek to establish accounting standards for private companies, to provide for recovery of stolen assets, and to eliminate the tax deductibility of bribes. They also establish and require mutual legal assistance, including extradition, among signatory countries in the investigation and prosecution of corruption offenses, which has led to numerous case referrals and has greatly facilitated the prosecution of corruption cases in many jurisdictions. Implementation and adherence to the conventions by countries are encouraged through monitoring by intergovernmental task forces established for this purpose.

As a result, in addition to pre-existing domestic bribery laws, dozens of countries throughout the world now have laws similar to the FCPA criminalizing transnational official bribery. Those transnational standards are equalizing the terms of competition among competitors from countries with historically different legal standards and business traditions.

Ethics Policy

The policy of every company must be is to comply with all governmental laws, rules, and regulations applicable to its business. The company’s Ethics policy does not stop there. Even where the law is permissive, the company must always choose the course of highest integrity. Local customs, traditions, and mores differ from place to place, and this must be recognized. But honesty is not subject to criticism in any culture. Shades of dishonesty simply invite demoralizing and reprehensible judgments. A well-founded reputation for scrupulous dealing is itself a priceless corporate asset. A core value of the Ethics Policy is that the company cares how results are obtained, not just that they are obtained. Directors, officers, and employees should deal fairly with each other and with the Company’s suppliers, customers, competitors, and other third parties. The company expects compliance with its standard of integrity throughout the organization and will not tolerate Directors. Officers, and employees who achieve results at the cost of violation of law or who deal unscrupulously. The company’s directors and officers support, and expect the company’s employees to support any employee who passes up an opportunity or business advantage that would sacrifice the ethical standards set out in this policy.

It must be and is a core value of the company that all transactions will be accurately reflected in its books and records. This, of course, means that falsification of books and records and the creation or maintenance of any off-the-record bank accounts are strictly prohibited. Employees are expected to record all transactions accurately in the company’s books and records, and to be honest and forthcoming with the company’s internal and independent auditors. The company expects candor from employees at all levels and adherence to its policies and internal controls. One harm which results when employees conceal information from higher management or the auditors is that other employees think they are being given a signal that the company’s policies and internal controls can be ignored when they are inconvenient. That can result in corruption and demoralization of an organization. The company’s system of management will not work without honesty, including honest bookkeeping, honest budget proposals, and honest economic evaluation of projects.

It is the company’s core value  to make full, fair, accurate, timely, and understandable disclosure in reports and documents that the company files with the United States government agencies and officials who so inquire and to do so in other public communications. All employees are responsible for reporting material information known to them to higher management so that the information will be available to senior executives responsible for making disclosure decisions.

Gifts and Entertainment Policy

It is the policy of the company to base commercial decisions on commercial criteria. That policy serves the company’s business interests and fosters constructive relationships with organizations and individuals doing business, or seeking to do business, with the company. In many cultures, those constructive relationships may include incidental business gifts and entertainment. Directors, officers, and employees providing or receiving third-party gifts and entertainment in their corporate capacities are expected to exercise good judgment in each case, taking into account pertinent circumstances, including the character of the gift or entertainment; its purpose; its appearance; the positions of the persons providing and receiving the gift or entertainment; the business context; reciprocity; and applicable laws and social norms. All expenditures for gifts and entertainment provided by the company must be accurately recorded in the books and records of the company.

Political Activities Policy

It is the policy of the company to refrain from making contributions to political candidates and political parties, except as permitted by applicable laws and authorized by the Board of Directors. It is the company’s policy to communicate information and views on issues of public concern that have an important impact on the company. The company considers that registering and voting, contributing financially to the party or candidate of one’s choice, keeping informed on political matters, serving in civic bodies, and campaigning and office holding at local, state, and national levels are important rights and responsibilities of the citizens of a democracy. Directors, officers, and employees engaging in political activities are expected to do so as private citizens and not as representatives of the company. Personal, lawful, political contributions and decisions not to make contributions will not influence compensation, job security, or opportunities for advancement.

International Operations Policy

It is the policy of the company to comply with all governmental laws, rules, and regulations applicable to its operations outside the United States and to conduct those operations to the highest ethical standards. Laws that apply to operations outside the United States include those of the countries where the operations occur, and may also include certain United States laws which govern international operations of United States companies and United States persons, broadly defined. Accordingly, directors, officers, and employees of the company who are involved with the company’s operations outside the United States should consult with legal counsel for advice on applicable United States laws, especially laws regarding boycotts, trade sanctions, export controls, and foreign corrupt practices, and are expected to comply with those laws.

Compliance Overview

The policies set out in this Ethics Policy are the core values of the company adopted and promulgated in order to communicate fundamental expectations and standards regarding integrity and compliance with applicable laws, including the FCPA and the anti-corruption laws of other countries. In addition, the company must adopt and promulgate various formal internal guidelines and procedures relating to its policies. Everything the Directors do must build a corporate culture which is perpetuated by a management stress of legal compliance on a continuous basis and that believes that a well-founded reputation for scrupulous business dealing is a priceless company asset.

The company encourages employees and others to report violations through various channels without fear of retaliation. The company’s policies, guidelines, and procedures are enforced by disciplinary mechanisms including, when fitting, discipline of executives and managers who fail to detect violations. Violations of law and indifference to legal requirements are not tolerated at any level.

FCPA Overview

The FCPA and the laws of other countries prohibit inappropriate payments to obtain business advantage. Although on the surface the FCPA’s requirements and prohibitions seem straightforward, in practice FCPA issues are often subtle.