Global Anti-Bribery and Corruption Policy
Approach Towards Prevention of Bribery and Corrupt Practices
Bribery and corrupt practices in business will not only hinder proper commercial transactions but also may cause harmful influences, such as that it may serve as the source of funding for anti-social forces, and these days regulations for bribery and corrupt practices are more strengthened in the U.K., the U.S. and other countries around the world.
Mitsubishi Tanabe Pharma Corporation established "Mitsubishi Tanabe Pharma Group Global Anti-Bribery and Corruption Policy", which applies to all of the Group companies, on January 1, 2015 with the aim of further strengthening our approach towards prevention of bribery and corrupt practices.
The Group declared in the Policy that it will take a "zero- tolerance approach" to bribery and corrupt practices and it promised that it will not perform any acts of bribery and corrupt practices and that it will establish and operate an in-house system to eradicate bribery and corrupt practices.
These approaches cannot be achieved within the Group alone, and cooperation of all business partners relating to the business of the Group will be indispensable.
The soundness of corporate activities based on corporate ethics and a law-abiding mentality, including prohibition of bribery and corrupt practices, is what forms the foundation for realization of the Group's corporate philosophy, "We contribute to the healthier lives of people around the world through the creation of pharmaceuticals."
We would like to ask for your understanding on the purpose of this policy and your continued support to the business of the Group in years ahead.
- 1.Policy Statement
- 1.1This Policy sets out the global anti-bribery and corruption policy applicable to MTPC Group Companies in accordance with the Mitsubishi Chemical Holdings Group Global Anti-Bribery Policy and as implemented locally within each MTPC Group Company by relevant local policies and standard operating procedures ("Local Policies"). Terms not defined in the body of this Policy shall have the definitions provided in the Appendix attached hereto.
- 1.2It is MTPC Group Companies' policy to conduct all business in an honest and ethical manner as a "Life Science Company". MTPC Group Companies take a zero-tolerance approach to Bribery and Corruption and is committed to acting professionally, fairly and with integrity in all of its business dealings and relationships wherever they operate, implementing and enforcing effective systems to counter Bribery and Corruption.
- 1.3MTPC Group Companies will uphold all laws and regulations relevant to countering Bribery and Corruption in all the jurisdictions in which they operate, including the Bribery Act 2010 and the Foreign Corrupt Practices Act in respect of their conduct both at home and abroad.
- 2.Applicable Scope
- 2.1This Policy applies to all Employees and Third-Party Representatives of MTPC Group Companies.
- 3.Engaging Third Parties
- 3.1Employees and Third Party Representatives must communicate MTPC's zero-tolerance approach to Bribery and Corruption to Third Parties at the outset of a business relationship with them and as appropriate thereafter.
- 3.2It is the responsibility of each MTPC Group Company to conduct due diligence prior to establishing a business relationship with Third Party Representatives and Third Parties in accordance with Local Policies considering such factors as territory, reputation, qualifications, honesty and openness, the manner and reasonableness of compensation and the relationship, if any, between any prospective Third Party Representative or Third Party with public officials, and the presence or absence of secret business partners.
- 4.Purpose of this Policy
- 4.1The purpose of this Policy is to:
- (a)set out Employees' and Third Party Representatives' responsibilities in observing and upholding MTPC Group Companies' position on Bribery and Corruption, and in maintaining fair trade practices; and
- (b)provide Employees' and Third Party Representatives with information and guidance on how to recognise and deal with Bribery and Corruption issues.
- 4.2It is a criminal offence to offer, promise, give, request, or accept a bribe. Individuals found guilty may be punished by imprisonment and/or a fine. As an employer if a MTPC Group Company fails to prevent Bribery it may face fines, exclusion from tendering for public contracts, and damage to MTPC's reputation. MTPC Group Companies therefore take their legal responsibilities very seriously.
- 4.1The purpose of this Policy is to:
- 5.Prohibited Conduct
- 5.1It is not acceptable for Employees and Third Party Representatives (or someone acting on their behalf) to:
- (a)give, or promise or offer to give any Advantage with the expectation that any Advantage will be received in return, or to reward any business advantage already given in return;
- (b)give, or promise or offer to give any Advantage during any commercial negotiations or tender process, if this is intended to or will influence the outcome;
- (c)accept, or promise or offer to accept any Advantage from a Third Party that they know or suspect is offered with the expectation that a MTPC Group Company will provide any Advantage for them or anyone else in return;
- (d)give, or promise or offer to give, or accept, or promise or offer to accept any Advantage to or from government officials or representatives, or politicians or political parties without prior approval in accordance with Local Policies; or
- (e)engage in any other activity that will lead to a breach of this Policy, including Clause 8.1.
- 5.1It is not acceptable for Employees and Third Party Representatives (or someone acting on their behalf) to:
- 6.1Employees and Third Party Representatives must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to Third Parties in accordance with their Local Policies.
- 6.2Employees and Third Party Representatives must submit all expenses claims relating to payments to Third Parties and record the reason for expenditure in accordance with their Local Policies.
- 6.3All accounts, invoices, and other records relating to dealings with Third Parties should be prepared with strict accuracy and completeness. Accounts must not be kept "off-book" to facilitate or conceal improper payments.
- 7.Responsibilities of Employees and Third Party Representatives
- 7.1Employees and Third Party Representatives must read, understand and comply with this Policy and applicable Local Policies.
- 7.2The prevention, detection and reporting of Bribery and Corruption are the responsibility of Employees and Third Party Representatives. Employees and Third Party Representatives are required to avoid any activity that will lead to, or suggest, a breach of this Policy.
- 7.3Employees must follow notification procedures defined in Local Policies and Third Party Representatives must report to their contact person of MTPC Group Company immediately, if they believe or suspect that a conflict with this Policy has occurred, or may occur in the future. For example, if a client or potential client offers them something to gain any Advantage with a MTPC Group Company, or indicates to them that a gift or payment is required to secure their business, Employees must follow their local notification procedures and Third Party Representatives must report them to their contact person of MTPC Group Company immediately. Further "red flags" that may indicate Bribery or Corruption are set out in Clause 10.
- 7.4If Employees or Third Party Representatives are offered a bribe, or are asked to make one, or if believe or suspect that any Bribery, Corruption or other breach of this Policy has occurred or may occur, Employees must report it in accordance with Local Policies immediately and Third Party Representatives must report it to their contact person of MTPC Group Company immediately.
- 7.5If Employees and Third Party Representatives are unsure about whether a particular act constitutes Bribery or Corruption, Employees must report it in accordance with Local Policies and Third Party Representatives must report it to their contact person of MTPC Group Company immediately.
- 8.No Retaliation
- 8.1Employees and Third Party Representatives must not retaliate against another individual who has refused to commit a Bribery offence or who has raised concerns under this Policy.
- 8.2Individuals who refuse to accept or offer a bribe, or who raise concerns or report another's wrongdoing, are sometimes worried about possible repercussions. MTPC aims to encourage openness and no retaliation in any form whatsoever is permitted by the MTPC Group Company against anyone who reports or gives a statement in connection with a complaint.
- 8.3MTPC are committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in Bribery or Corruption, or because of reporting in good faith their suspicion that an actual or potential Bribery or Corruption offence has taken place, or will take place in the future. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. If an Employee or Third Party Representative believes that they have suffered any such treatment, Employees should report it in accordance with Local Policies immediately and Third Party Representatives must report it to their contact person of MTPC Group Company immediately.
- 9.Breaches of this Policy
- 9.1Any Employees who breach this Policy will face disciplinary action in accordance with Local Policies, up to and including dismissal.
- 9.2MTPC will take appropriate action against any Third Party Representatives if they breach this Policy.
- 10.Potential Risk Scenarios: "Red Flags"
The following is a list of possible red flags that may arise and which may raise concerns under various anti-bribery and anti-corruption laws. The list is not intended to be exhaustive and is for illustrative purposes only.
If Employees or Third Party Representatives encounter any of these red flags while working for a MTPC Group Company, Employees must report them in accordance with Local Policies immediately and Third Party Representatives must report them to their contact person of MTPC Group Company immediately:
- (a)they become aware that a Third Party engages in, or has been accused of engaging in, improper business practices, such as Bribery, Corruption, acquisition of private gain and abuse of position;
- (b)they learn that a Third Party has a reputation for paying bribes, or requiring that bribes are paid to them, or has a reputation for having a "special close relationship" with foreign government officials;
- (c)a Third Party insists on receiving a commission or fee payment before committing to sign up to a contract with MTPC Group Company, or carrying out a government function or process for MTPC Group Company;
- (d)a Third Party requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made;
- (e)a Third Party requests that payment is made to a country or geographic location different from where the Third Party resides or conducts business;
- (f)a Third Party requests an unexpected additional fee or commission to "facilitate" a service;
- (g)a Third Party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services;
- (h)a Third Party requests that you provide employment or some other advantage to a friend or relative;
- (i)they receive an invoice from a Third Party that appears to be non-standard or customised or not issued in compliance with relevant laws and regulations;
- (j)a Third Party insists on the use of side letters or refuses to put terms agreed in writing;
- (k)they notice that we have been invoiced for a commission or fee payment that appears excessive given the service stated to have been provided; or
- (l)a Third Party requests or requires the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to us.
- 11.Responsibility for this Policy
- 11.1The Executive Officer in charge of Legal Affairs of Mitsubishi Tanabe Pharma Corporation, has overall responsibility for ensuring this Policy complies with our legal and ethical obligations.
- 11.2The President (or equivalent) of each MTPC Group Company has primary oversight and responsibility for ensuring implementation of this Policy via Local Policies.
- 11.3Supervisors of each MTPC Group Company is responsible for ensuring those reporting to them understand and comply with this Policy and are given adequate and regular training on it.
- 11.4Employees and Third Party Representatives are invited to comment on this Policy and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to their local President (or equivalent), Local Compliance Officer, Legal Department or otherwise in accordance with Local Policies.
- 12.Amendment and Abolishment of this Policy
- 12.1Amendment and abolishment of this Policy shall be carried out only with the final approval of Chief Executive Officer of MTPC after deliberations in Executive Committee of MTPC.
- 13.Date of Effect
- 13.1This Policy shall come into effect on January 1, 2015.
As used in this Policy, the following terms shall have the meanings respectively assigned to them below:
- 1"Advantage" includes money, gifts, loans, fees, hospitality, services, discounts or the award of a contract or anything else of value.
- 2"Bribery" means offering, promising, giving or accepting any financial or other Advantage to induce the recipient or any other person to act improperly in the performance of their functions, or to reward them for acting improperly, or where the recipient would act improperly by accepting the advantage. A person acts ‘improperly’ where they act illegally, unethically, or contrary to an expectation of good faith or impartiality, or where they abuse a position of trust. The improper acts may be in relation to any business or professional activities, public functions, acts in the course of employment, or other activities by or on behalf of any organisation of any kind.
- 3"Corruption" means the abuse of entrusted power or position for private gain.
- 4"Employees" means persons working for a MTPC Group Company in any capacity, including employees at all levels, directors, corporate auditors, officers, agency workers, seconded workers and interns.
- 5"MTPC Group Company" means Mitsubishi Tanabe Pharma Corporation ("MTPC") and any company, corporation, partnership, association or other organization controlled by or under common control of MTPC, where "control" means the power to direct the affairs of such entity by reason of the ownership of majority of the voting shares or partnership interests.
- 6"Third Party" means any individual or organisation that Employees and Third-Party Representatives come into contact with during the course of work for or on behalf of a MTPC Group Company, and includes actual and potential customers, suppliers, distributors, agents, advisors, business contacts, and government and public bodies, including their advisors, representatives and officials, politicians and political parties.
- 7"Third-Party Representatives" means, in principle, agents, intermediaries, licensees, distributors, advisors, consultants, contractors and any other individual or organisation who is not an employee of a MTPC Group Company but is engaged by and represent a MTPC Group Company. The scope of Third-Party Representatives shall be decided by Local Policy.