ANTI BRIBERY & CORRUPTION POLICY
1. POLICY STATEMENT
As ascertained in our Code of Conduct, it is essential for Uni-Tankers to maintain good standing within the industry and with our business partners by conducting business in a fair and correct manner.
UNI-TANKERS HAS A ZERO TOLERANCE POLICY IN CONNECTION TO BRIBERY AND CORRUPTION
2. PURPOSE
Uni-Tankers strives to be corruption free and upholds values of trust and integrity to keep our stakeholders reassured of our business capabilities and reputation. All employees within the organization are expected to always observe high ethical standards and comply with all anti-bribery and anti-corruption laws and regulations applicable in the jurisdictions where we operate.
Consequently, this Anti Bribery & Corruption Policy (hereinafter, the “Policy”) contains an overview of the general principles, rules, and considerations in relation to this subject, which are of particular importance for you in your daily work.
3. SCOPE
This Policy applies to all board members, managers, and employees of Uni-Tankers worldwide, irrespective of their seniority.
This Policy is particularly relevant for managers and employees working in certain areas such as shipbroking, chartering, and other commercial functions. Given the nature of their functions, said employees are more exposed to the risks underlined in this Policy.
4. DEFINITIONS
4.1 What is Corruption?
Corruption can be defined as the abuse of entrusted power for private gain 1. Corruption undermines healthy competition, raises the cost of business operations, destroys corporate and individual integrity, and poses reputational risks for businesses. It is illegal and can have severe consequences for the individuals and companies.
4.2 What is a Bribery?
There is no one definition of bribery as different jurisdictions may offer different definitions. That said, bribery can be simply defined as the act of offering, promising, giving, accepting, or soliciting something of value in consideration of an undue benefit
Key elements of this definition
Active/Passive Actors The definitions comprehend active behaviors (such as the offering, promising, giving), as well as passive actions or reactions (accepting or soliciting).
Something of Value
Bribes often involve money payments (i.e., cash), even in small amounts. However, a bribery can consist of anything that is deemed to be “of
1 https://www.transparency.org/en/what-is-corruption
In consideration of an undue benefit
value”, including gifts, invitations, rebates, or kickbacks for services provided. It can also include intangibles (such as information) or help in obtaining a benefit (example, job/internship offers for relatives), or even simple favors.
The bribe is given with the expectation of receiving something in return, and not as a genuine act of kindness or generosity. Instead, the bribe is made in consideration for an action which is illegal, unethical or a breach of trust.
4.3 Private/Public Bribery
Bribing of a public official is defined as the improper granting, promising, or offering of a gift or other privilege (directly or through an intermediary), made in order to induce a public official to do or to fail to do something in relation to their official duties (example, paying of a substantial sum of money to a public official in order to obtain an advantage, for instance a permit).
Bribing of a private sector employee (usually referred to as “Commercial Bribery”) is defined as the offering of a gift or other favor to a private individual or entity with the intent that the receiver shall neglect his duties as a trustee, such as employee, manager, director, representative, agent, etc. (for example, a seller pays a sum of money to the customer’s representative in order to obtain a contract).
It is important to note that the Danish Criminal Code sanctions active and passive bribery in both the public sector and the private sector. The prohibitions against active and passive bribes entail that both granting, offering and/or promising any bribes (active bribery) and receiving, demanding and/or accepting any bribes (passive bribery) are illegal.
Accordingly, Uni-Tankers’ position of Zero Tolerance against corruption and bribery does not discriminate whether a public or private party is involved.
4.4 Facilitation Payments
Facilitation payments are small payments made to secure or expedite the performance of routine action to which the company in question is, in any event, entitled.
Facilitation payments are illegal in many jurisdictions (for example, under Danish law there is no explicit distinction between an outright bribe and a small facilitation payment). Consequently, it is necessary to complete a country-specific legal assessment before offering or making any facilitation payment. For these purposes, if making such payments becomes strictly necessary, you must always consult the Uni-Tankers’ Compliance team (see item 7) and receive their approval. If said approval is granted, any related expenses shall be properly booked.
4.5
Gifts & Hospitalities
Offering gifts and hospitalities to suppliers, customers, or other business associates is a common business practice and may be appropriate to build goodwill and strengthen working relationships (e.g., ceremonial presentations, service anniversaries, or retirement). Uni-Tankers permits the giving of such gifts and entertainment, provided they comply with the following:
• You should never offer nor receive gifts or hospitalities that could be perceived to improperly affect the outcome of procurement or other business transaction (example, offering an invitation to a customer during an open bidding process); or if the gift violates the internal rules at the receiver or violates local law.
• You must never offer nor make gifts in cash or cash equivalent (example, gift cards or coupons).
• Generally, there are no value thresholds under which gifts and hospitalities cannot be deemed or perceived to be a bribe. However, a small gift or token of esteem or gratitude, such as company promotional items, is usually fine.
• Avoid offering and making expensive gifts and lavish entertainment; as well as adult entertainment.
• In connection to public officials, there is a higher risk of, even in good faith, offering gifts and entertainment may be perceived as a bribery. Additionally, in certain jurisdictions it is illegal to
provide gifts or hospitalities to public officials. Consequently, it is necessary to complete a country-specific legal assessment before offering or making any gifts or hospitalities to public officials. For these purposes, if making such practices becomes strictly necessary, you must always consult the Uni-Tankers’ Compliance team (see item 7) and receive their approval. If said approval is granted, any related expenses shall be properly booked.
4.6 Extortion Payments
Safety is our outmost priority. Thus, in the rare occurrence that you are placed under the reasonable belief that your safety is at risk due to the wrongful use of actual or threatened force, violence, or physical intimidation by a government official if a payment is not immediately made, you may complete such payment, provided that you notify your manager and the Compliance team (see item 7) as soon are as you are able to do so.
4.7 High Risk Transactions with Third Parties
There are certain transactions with third parties that, due to their nature, represent a particular exposure to bribery and corruption (the “High Risk Transactions”). Accordingly, in such cases an enhanced due diligence by the Compliance team (see item 7) and approval by Uni-Tankers’ management is warranted.
High Risk Transactions are as follow:
4.7.1. Intermediaries
Intermediaries pose a significant corruption risk for companies. This is because intermediaries, such as agents, distributors, and consultants, often have direct contact with government officials, customers, or suppliers, and can use their influence to gain unfair advantages or engage in corrupt practices while acting on behalf of the company which hires its services.
Companies may be held responsible for the actions of their intermediaries, even if they are unaware of the corruption. This is because companies are expected to exercise due diligence and monitor the conduct of their intermediaries. Consequently, any intermediaries, including agents, and other business partners who directly or indirectly act on behalf of Uni-Tankers are expected to know, understand, and adhere to this Policy and other relevant procedures and guidelines.
Before appointing an agent or other intermediary and before entering a business relationship with a joint venture partner, contractor or supplier, an anti-corruption check must be completed. You must always consult with Uni-Tankers’ Compliance Team (see item 7) when you are in doubt.
4.8 Charitable contributions, donations, and sponsorships
It is not in itself illegal to give charitable contributions. However, charitable contributions, donations, and sponsorships may be used to funnel bribes to (typically) foreign officials or private sector employees.
As regard to donations and sponsorships it is of importance that Uni-Tankers avoids any conflicts of interests which can emerge when you make a donation or sponsorship to an organization, which whom Uni-Tankers do business with.
4.9 Political Contributions
Laws regulating contributions to political parties vary from country to country. You must always consult with Uni-Tankers Compliance Team (see item 7) and receive permission before making any charitable contributions or donations and sponsorships or making any contribution to political parties.
5. SANCTIONS
Violation of anti-corruption law can have very serious consequences; not only for Uni-Tankers but also for the individual employees.
Violation of anti-corruption laws can result in fines and imprisonment in a number of countries, including Denmark, USA, UK, and Germany. Moreover, violation of anti-corruption laws – or suspicion thereof – can give rise to significant bad-will as the press gives high attention to such violations.
If a mistake has been made: Uni-Tankers will – and will require all employees to – do everything in our power to avoid violation of anti-corruption rules. However, sometimes mistakes are inevitable. We must ensure we quickly discover any such mistakes and bring any violation to an end.
In case of any potential violations:
• Immediately inform your superior or Management directly. Management will (possibly with the assistance of external legal counsel) assess whether there is cause for us to take action. Often it will be necessary for Uni-Tankers to clearly distance ourselves from the act or agreement.
• Do not keep your knowledge or suspic ion to yourself.
• Do not attempt to solve the issue yourself.
6. RAISING A CONCERN
We hope that for most cases, you will be able to raise any concerns with your manager. You may tell them in person or put the matter in writing if you prefer. They may be able to agree a way of resolving your concern quickly and effectively. In some cases, they may refer the matter to the Management. However, where the matter is more serious, or if you feel that your manager has not adequately addressed your concern, or you prefer not to raise it with them for any reason, you should report your concern using the following modes which are safe reporting channels:
i. via the Uni-Tankers’ Whistleblower Reporting web-based platform which can be found on the MyTanker’ intranet, or on the Uni-Tankers website; ii. via email sent to hth@uni-tankers.com; and iii. via post to Turbinevej 10, DK-5500, Middelfart, Denmark, attention to the Compliance Team.
7. UNI-TANKERS COMPLIANCE TEAM
Hans Thorsen, Managing Director, Global Operations hth@uni-tankers.com
In case of absence:
Frantz Ekmann, Managing Director fme@uni-tankers.com Michael Eskling, Managing Director, Global Chartering mes@uni-tankers.com