Policy statement
It is 3M policy to comply with all applicable anti-bribery laws, including but not limited to the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and all applicable local laws where 3M operates, and to accurately reflect all transactions on 3M’s books and records. It is also 3M’s policy to require those agents, consultants and business partners who work on 3M’s behalf to comply with these same laws and practices.
Background
Certain activities related to Governmental Officials (as defined below) – such as providing gifts, political contributions, entertainment, travel-related benefits or facilitating payments - can violate anti-bribery laws around the world. Bribery of non-governmental officials is also illegal in many countries and violates 3M’s Business Conduct Policies. 3M may also be liable under some circumstances for bribes or attempted bribes made or offered by third-party Business Partners (as defined below) with whom 3M does business. And 3M may be liable for the prior acts and omissions of businesses that 3M acquires or with which it enters into joint ventures.
This policy prohibits any and all bribery. It requires mandatory integrity assessments of Business Partners, internal approvals, books and records entries, and it imposes records retention requirements in key risk areas related to Government Officials and Business Partners. It requires audits to help ensure compliance, as well as appropriate scrutiny of acquisition and joint venture target companies for compliance with this policy, particularly where the target companies have had government sales and other significant governmental interaction.
Receiving or offering gifts, travel or anything of value to third parties who are not Government Officials must, of course, comply with the Business Gifts and Entertainment Policy.
To make clear 3M’s compliance with the U.K. Bribery Act (“UKBA”), this policy also expressly prohibits facilitation or “grease” payments, which are typically small, infrequent payments made solely to speed up non-discretionary actions, like getting electrical power turned on or phones installed. Under the UKBA, facilitation payments are considered bribes. In addition, the UKBA and this policy both prohibit bribery of non-governmental persons.
Definitions
“Government Official” includes any:
-
Government employee or elected or appointed official
-
Political party
-
Candidate for political office (even if not currently in office)
-
Health care professional (e.g., doctor, nurse, dentist, hospital administrator) who works in a public or government-sponsored health care program (e.g., state-owned university hospital, government-funded dental program)
-
Consultant, speaker or advisor retained by 3M who is a government employee
-
Government employee who benefits from a 3M research grant
-
Official or employee of quasi-public or non-governmental international organization (sometimes referred to as “NGOs”) such as the United Nations, Red Cross/Red Crescent, International Monetary Fund and the World Bank
-
Employee of a quasi-public agency and other companies or organizations partly or wholly owned or controlled by a government
“Business Partner” includes any person or entity with which 3M does business and includes, but may not be limited to, any of the following when they do business with 3M or otherwise act on 3M’s behalf:
-
Distributors or Resellers
-
Converters
-
Consultants
-
Sales Agents
-
Suppliers
-
Independent Contractors
A “bribe” is the direct or indirect offer, authorization, gift or promise to give anything of value to a Government Official or other person, with the intent to obtain or retain business or gain an improper advantage. It includes facilitation payments.
An “improper advantage” is broadly defined to mean something to which the company is not clearly entitled, such as a price increase approval, improper influence on a decision to purchase 3M products at a government institution or commercial business, favorable product specification selection, contract award, grant of operating permits, product use/registration approval, favorable court decision, or tax dispute settlement.
The U.S. Foreign Corrupt Practices Act (“FCPA”) prohibits bribery of Government Officials; the UKBA prohibits all bribery, of both Government Officials and private individuals, and includes facilitation payments in it prohibitions. This policy prohibits all forms of bribery to be consistent with both laws. The UKBA became effective in July, 2011, and its scope and application are not yet clear. It is therefore recommended that the same rules applicable to business with Government Officials also be carefully considered for transactions with private commercial parties. And always comply with 3M’s Business Gifts and Entertainment Policy.
What it means
3M requires that its employees and Business Partners:
-
Not engage in acts or omissions that offer, authorize or give anyone a bribe, or create the impression that a bribe has been offered, authorized or given;
-
Take affirmative steps to prevent those doing business directly or indirectly before a Government Official, or in any commercial context, on 3M’s behalf from engaging in bribery (for example, by following 3M’s Business Gift & Entertainment Policy);
-
Always follow and use 3M’s mandatory integrity assessment process for Business Partners, internal approval, financial reporting, and document retention requirements in the key risk areas listed below and as fully set forth under the topic “Anti-Bribery” on 3M’s Legal Center;
-
Carefully scrutinize activities of acquisition targets and joint venture partners to identify and address potential bribery issues;
-
Comply with all record keeping requirements and financial controls to enable 3M to demonstrate its compliance with anti-bribery laws; and
-
Promptly report to 3M any suspected violations of this policy by 3M employees or others doing business on 3M’s behalf.
Please note that because the FCPA expressly addresses and prohibits bribery of Government Officials, business with governments carries special risks and requires special attention. The UKBA is broader and also prohibits commercial bribery, so these risks likewise must be addressed.
3M monitors and audits 3M’s businesses as appropriate for potential bribery activities and risks, and to ensure that accounting books and records are being maintained in accordance with this policy.
Key Risk Areas
In addition to those obligations set forth above, 3M requires specific due diligence, internal legal and business approvals, financial reporting, and document retention requirements in these key risk areas:
-
Payment of any travel-related expenses for any Government Official by 3M or a Business Partner.
-
Gifts to, entertainment for, or charitable contributions by 3M or a Business Partner on behalf of or that could benefit any Government Official or his or her relatives.
-
Payment of fees to a Government Official who provides services as speakers, advisors or consultants.
-
Use of a Business Partner who may interact with Government Officials on 3M’s behalf.
-
Activities with Business Partners who may interact with Government Officials directly or indirectly on 3M’s behalf.
-
Political contributions to any Government Official, political party, candidate or political organization by 3M or a Business Partner.
-
Facilitation or “grease” payments. The UKBA expressly prohibits these payments, as does 3M policy.
3M employees can access additional information and related tools on the 3M Legal Center Intranet site, under the topic “Anti-Bribery”.
What to avoid
-
The direct or indirect provision of cash or anything of value to a Government Official or commercial business contact to obtain an unfair business advantage or to obtain or retain business.
-
The acceptance of cash or anything of value from another person or entity seeking to do business with 3M.
-
Authorizing or providing travel benefits, gifts, entertainment, or political or charitable contributions for the benefit of a Government Official or commercial business partner without the required due diligence assessment and/or internal 3M business and legal approvals.
-
Entering into a consultant or sales agent agreement that will result in contacts with Government Officials without conducting due diligence, obtaining the required internal business and legal approvals, retaining all due diligence documentation in accordance with 3M’s Records Retention Schedule, and accurately recording on 3M's book and records all related payments.
-
Making or authorizing "grease" or facilitating payments.
-
Making any incomplete, false or inaccurate entries on 3M's books and records.
|
