This Policy applies to all Management Sciences for Health (“MSH”) directors, officers, employees, consultants or representatives acting on behalf of MSH (collectively “MSH Representatives”).
2. Importance of this Policy
MSH is committed to conducting its business operations throughout the world in full compliance with the U.S. Foreign Corrupt Practices Act (“FCPA”) and all applicable anti-corruption laws wherever MSH operates. This Policy sets the expectation and requirements for compliance with those laws.
MSH does not condone bribery, kickbacks, nor corrupt conduct in any form.
MSH representatives are prohibited from offering, providing, paying, promising to pay or authorizing the transfer of anything of personal value to any Public Officials, whether directly or indirectly, to influence an official act or decision that will assist MSH to obtain or retain business or otherwise secure an improper advantage, such as preferential treatment on a bid or evading taxes or penalties.
Before giving any gift or other thing of personal value to any Public Official MSH representatives must comply with the requirements of this policy.
Prohibition of Facilitating Payments
MSH representatives are prohibited from making small payments to individual Public Officials for his or her personal benefit in order to secure or expedite routine government actions.
Record Keeping and Internal Controls
MSH is committed to keeping its books and records in a manner that accurately reflects its transactions and provides reasonable detail. False, misleading, incomplete, inaccurate, or fake entries in the books and records of MSH are strictly prohibited. Undisclosed or unrecorded accounts may not be used for any purpose, nor may any expenditure be handled “off the books.”
Gifts, Meals, and Entertainment
In general, providing infrequent gifts, meals, and entertainment to Public Officials is permitted where: (1) the expenditure is modest; (2) there is a legitimate business purpose; (3) the thing of value is not being provided for any improper purpose; and (4) it would not result in embarrassment or reputational damage to MSH if publicly disclosed. Gifts of cash or cash equivalents (such as gift cards) are strictly prohibited.
MSH Representatives who have any questions about whether a proposed gift, or other thing of value is appropriate, should consult the office of the General Counsel.
Reimbursement of Travel Expenses of Public Officials
To the extent permitted by local laws, MSH may reimburse the travel expenses of a Public Official only when there is a clear and legitimate business purpose that justifies the travel. For example, there may be certain things that can only be accomplished during a visit to MSH offices or to the facilities of MSH field offices, such as viewing facilities or meeting with specific personnel.
MSH may only reimburse the reasonable travel expenses of a Public Official who is involved in the proposed business activity and after the General Counsel has granted approval in advance. Reimbursement should be limited to the direct expenses of the Public Official, and not provided for expenses relating to the Official’s family, friends, staff, or other entourage.
Any charitable contributions made by or on behalf of MSH must be based on legitimate philanthropic objectives. While it can be appropriate to make a donation to a community organization or a particular cause with the hope of generating generalized goodwill in the community, making a donation to a Public Official’s favored charity in exchange for favorable action by that Official could be considered a bribe by both MSH and enforcement authorities.
All MSH Representatives must obtain advance approval from the General Counsel prior to making any donation for or on behalf of MSH: (1) to a charitable or community development organization in which a Public Official or a family or household member of a Public Official has a prominent role (for example, as an executive, board member or trustee); (2) where the donation is at the request of a Public Official or a family or household member of a Public Official; or (3) where the organization is known or believed to be closely associated with a Public Official or a family or household member of a Public Official.
Contributions to political parties and to candidates for public office are prohibited or heavily regulated in many countries, and, where not prohibited outright, can raise corruption concerns. Accordingly, MSH representatives may not make a political or campaign contribution in the name of or on behalf of MSH without advance approval from the General Counsel.
MSH hires all of its employees, interns and consultants based on merit and the needs of the business.
MSH personnel must notify the General Counsel and Human Resources of any applicants or candidates for employment who have ties to a Public Official (“Connected Candidates”). Connected Candidates must be evaluated with care before an offer of employment is made in order to assess potential conflicts of interest and to ensure compliance with applicable laws.
MSH personnel may not offer employment or internship opportunities at MSH in exchange for, as a reward for, or as an inducement to obtain a business opportunity, to influence a decision by a Public Official, or to otherwise obtain an improper advantage for MSH. Connected Candidates must undergo appropriate review and, as applicable, pre-approval by General Counsel before being hired.
Due Diligence Checks for Covered Third Parties
Many Anti-Corruption Laws prohibit indirect payments and benefits provided to Public Officials and therefore apply to benefits provided by third parties. MSH representatives cannot circumvent the law, or MSH’s policies and procedures, by using a third party to do what MSH could not lawfully do itself, as the third parties with which MSH does business could subject MSH to liability in certain circumstances.
MSH strives to conduct its business only with ethical and trustworthy business associates. Accordingly, MSH has enacted due diligence procedures to help assess the ethical reputation of the companies with which we do business. These procedures apply to any contractors, agents, consultants, representatives, teaming partners, alliance partners, sub-awardees or any service providers who could reasonably be expected to interact with Public Officials on MSH’s behalf (each, a “Covered Third Party”).
Prior to entering into any relationship with a Covered Third Party, MSH through the General Counsel and Contracts Office, should conduct the appropriate level of due diligence and obtain the requisite approvals.
Agreements with Covered Third Parties must be documented in writing and should contain or incorporate provisions regarding Anti-Corruption and Business Ethics practices.
If an MSH representative fails to comply with this Policy and/or commits a violation of the FCPA or other applicable anti-corruption laws, the MSH representative and MSH itself may be subject to significant criminal or civil penalties. In particular, violations of the FCPA could result in significant monetary fines and criminal charges. Further, employees who are found to have engaged in bribery or other forms of corrupt conduct will face serious disciplinary consequences, up to and including termination.
To report any violations or potential violations of this Policy, you may contact the General Counsel, or anonymously call the reporting hotline 24 hours a day, seven days a week at +1-888-418-0936. You may also file a report online at www.msh.ethicspoint.com or email the Audit Committee of the Board of Directors at firstname.lastname@example.org. MSH will not tolerate retaliation or discrimination of any kind against any person for raising a concern in good faith or assisting in an investigation. Retaliation can take many forms, including threats, intimidation, harassment, bullying, humiliation, changing work responsibilities or conditions, or raising issues against someone maliciously or in bad faith. Anyone found to have engaged in retaliation is subject to disciplinary action, up to and including dismissal from MSH.
Anything of Value = not only cash and cash equivalents (such as gift cards), but also meals, gifts, entertainment, travel or accommodation expenses, loans, job or internship placements, a donation to a favored charity, and anything else of tangible or intangible value. Anything of value can be considered a bribe under the FCPA and other applicable anti-corruption laws if given with the intent to induce the Public Official to violate his or her duties to the public or to the government entity for which he or she works.
Connected Candidates = any potential employee, intern or consultant who has ties to a Public Official.
Covered Third Party = MSH contractors, agents, consultants, representatives, alliance partners or sub-awardees who could reasonably be expected to interact with Public Officials on MSH’s behalf.
Kick-back = A kickback is defined broadly to include any money, fee, commission, credit, gift, gratuity, thing of value, or compensation of any kind which is provided, directly or indirectly as an inducement for favorable treatment in awarding contracts for materials, equipment or services of any kind.
Public Officials = include, but are not limited to:
- Officials or employees of government departments or agencies at any level (such as legislators, environmental regulators, permitting and licensing personnel, tax authorities, police officers, members of the military, prosecutors, judges, etc.), whether federal, provincial, territorial, regional, municipal or otherwise;
- Officials or employees of tribal, aboriginal or indigenous governments or groups;
- Employees of state-owned or -controlled enterprises (e.g., state-owned energy or telecommunications company);
- Candidates for public office, political parties, and officials of political parties;
- Employees of public international organizations, such as the United Nations, the World Bank, the International Monetary Fund, and the World Health Organization; and
- Other individuals acting in an official capacity on behalf of any of the above.