FARMOVS Anti-Bribery Statement

Purpose and Rationale

FARMOVS is committed to providing an efforted contribution in combating corruption and bribery. FARMOVS requires not only its officers, directors and employees to commit to this shared endeavour, but require its clients, vendors and suppliers to abide to these efforts.

This policy has been developed to promote the minimum standards to prevent bribery and corrupt activities within FARMOVS’s business dealings and operations.  FARMOVS recognises the importance of complying with all the combined efforts entailed by the anti-bribery and anti-corruption laws, regulations, and/or policies of South Africa, which will include:

  • the Prevention of Organised Crime Act, No 121 of 1998 (“POCA”)
  • the Prevention and Combating of Corrupt Activities Act, No 12 of 2004 (“PACCA”);
  • the Financial Intelligence Centre Act, No 38 of 2001 (“FICA”);
  • the Financial Advisory and Intermediary Services Act, No 37 of 2002 (“FAIS”);
  • the Criminal Procedure Act, No 51 of 1977 (“CPA”);
  • the Competition Act, No 89 of 1998 (“the Competition Act”) and
  • the Companies Act, No 71 of 2008 (“the Companies Act”).

FARMOVS also notes the requirements of:

  • the Foreign Corrupt Practices Act of 1977
  • the UK Bribery Act, 2010
  • the United Nations Global Compact Principles;
  • the European Union; the Organisation for Economic Cooperation and Development;
  • the African Union Convention on preventing and Combating Corruption;
  • the United Nations Convention against Corruption;
  • the South African Development Community’s Protocol against Corruption;
  • the Australian Criminal Code Act 12 of 1995;

FARMOVS will not give or receive bribes or improper payments, or participate in any kind of corrupt activity, either directly or indirectly through any third party, in order to obtain new business, retain existing business, or secure any improper advantage, and FARMOVS furthermore will not use or permit others to do such things on our behalf.

FARMOVS will report any actions which it deems an attempt to bribe it or if it deems any action or exchange to be a form of corruption.

Key Roles and Responsibilities

This policy applies to all officers, directors and employees (whether permanent, fixed term or temporary), consultants, contractors and agency staff of FARMOVS.  FARMOVS will require our clients , vendors and suppliers  to not attempt any contravention of the terms of this policy, insofar as our business dealings will entail financial transactions and inter-personnel negotiations between each company, respectively.

Where any policy adopted by FARMOVS conflicts in any way with this policy, then the policy providing the greatest level of protection against bribery, corruption and conflicts of interest shall prevail.

This policy is in addition to and not a replacement of any existing policy governing anti-bribery, corruption, or conflicts of interest.

It is FARMOVS’ policy to conduct all its business with integrity and to enforce a no-tolerance method to bribery and corruption.  FARMOVS is steadfast in applying honesty and professionalism in all its business dealings.  FARMOVS is committed to countering bribery and corruption.  The nature of FARMOVS’ business requires interaction with persons within various levels of governments, global companies, non-profit groups and service providers throughout Africa and the world and this approach to bribery and corruption will be enforced on whatever dealings and relationships in which FARMOVS is involved.

Abbreviations and Definitions

Definition of Bribery and Corruption:  A person will commit an act of bribery and or corruption if he or she directly or indirectly accepts or offers to accept gratification from another person, or gives or agrees to give gratification to any other person for his or her benefit, or that of another, and such giving or receipt is done in order to induce the other party to act in an improper manner, in the performance of that individual’s duties.  This is not an exhaustive description of acts of bribery and corruption and will any form of undue influence be viewed as such.

EC Ethics Committee POL Policy
GAAP Generally Accepted Accounting Principles UNICEF United Nations Children’s Fund
HR Human Resources WHO World Health Organisation
LCD Legal and Contracts Division

Procedures

  1. Prohibited Payments

FARMOVS and its employees will never directly or indirectly make a payment to any political party, organisation or individual engaged in politics to obtain an improper benefit in business conducted by FARMOVS.  FARMOVS may make charitable contributions and offer sponsorships for the purposes of socio-economic development, research, or cultural and sporting activities, provided they are not for improper business purposes.  FARMOVS will never offer or make any charitable contribution as an incentive or reward for obtaining or retaining business or for any improper purpose.  FARMOVS will not partake in making payments, nor any other contribution of any kind to facilitate actions of any person, company or government official to perform a task that would be the duty-bound task of that person or entity already.

FARMOVS may extend and receive, gifts and hospitality transparently, unconditionally and without the intention of obtaining or retaining any business benefit, and provided that the value thereof is nominal.  A business benefit is the unsanctioned or inappropriate gaining of a commercial and contractual advantage.  If in doubt, you should always consult the Executive Committee (“EXCO”) to ensure adherence.

The following list includes examples of payments that may be prohibited by the Legislation, and/or other anti-corruption laws or conventions:

  • Money or property passed through an agent or consultant to a foreign official or his/her representative in order to obtain business or secure an advantage, including consulting or management contracts, or to obtain certain action on legislation, regulations or other government activity.
  • Gifts to foreign charities that are outside the Company’s overall pattern of charitable contributions, and are given to obtain business or secure and advantage because certain government officials may be affiliated with the charity.
  • Gifts to foreign charities which are illegal under the applicable local law.
  • Employment of consultants or agents who are also connected with a foreign government or agency for the purpose of influencing decisions of that government or agency.
  • Excessive entertainment of foreign officials or their representatives that is inconsistent with local norms, laws or industry codes and that could be perceived as influencing the recipient.
  • Gifts of more than nominal value.
  • Use of FARMOVS facilities by foreign officials or their staff other than for purposes of promoting, demonstrating or explaining FARMOVS services.
  • A facilitation payment, also known as an expediting payment, is a type of bribe and should be seen as such. A common example is where a government official is given money or goods to perform ( or speed up the performance of) an existing duty.
  • Compensation of government officials for services rendered, in excess of fair market value.
  • Absorbing expenses on behalf of government officials.
  • Providing travel to destinations with no clear legitimate purposes, including travel for family member or requested guest.
  • Educational expenses for family members.
  • Contribution of valuable equipment, commodities or finished goods for use in clinical trials that, when combined with professional fees paid, exceeds the fair market value of the services provided.

The above examples are not exhaustive.  Legislation and other anti-bribery laws can be complicated and are not always intuitive. Please seek assistance from LCD if you have questions about interacting with government officials.

  1. Accounting Procedures

FARMOVS has implemented accounting standards that meet Generally Accepted Accounting Principles (GAAP) requirements and are subject to audit.

No false or misleading entries may be made in FARMOVS books or records and employees are prohibited from engaging in any arrangements that would result in such entries.  No undisclosed or unrecorded funds or assets may be established.  These accounting requirements apply regardless of the size of a transaction and regardless of whether the transaction relates to bribery.

If any employee knows or believes that a payment has been or will be recorded improperly or in any manner that conceals, distorts or otherwise misrepresents the true and accurate nature of the transaction, the employee must immediately report violations.

  1. Penalties

Anti-bribery laws generally prohibit FARMOVS from reimbursing any fines imposed upon employees, officers, directors or other representatives for violations.  In addition, their actions may be disclosed to applicable governmental enforcement agencies.

Violation of this policy will subject an individual to disciplinary action for an adverse effect on our business as result of the employee refusing, in good faith, to make a payment that they perceive to be unlawful.

  1. Interacting with Third Parties

FARMOVS will endeavour to engage with agents, consultants, joint venture partners, consortia, advisors, distributors, contractors, sub- contractors, vendors and suppliers (“third parties”) to observe this policy and act at all times in accordance with FARMOVS’s standards in relation to bribery and corruption.  To protect FARMOVS against the risk of bribes given indirectly, it is the responsibility of FARMOVS personnel when employing third parties to conduct an appropriate due diligence process. Third parties need to understand and formally agree to this and it is our responsibility to confirm their behaviour remains compliant.

The Legislation prohibits corrupt payments to foreign government officials for the purpose of obtaining or retaining business for, or with, or directing business to, any person.  The meaning of “foreign official” is broad and includes, for example, doctors working at government-owned or managed hospitals, members of an Ethics Committee (EC) and anyone working at, or on behalf of, a government-owned or controlled institution or enterprise.  It could also include “public international organisations” (such as the World Bank, the World Health Organisation (WHO) or United Nations Children’s Fund (UNICEF) and political parties, as well as any candidate for political office, political party official or employee , or a political party. The Legislation prohibits paying, offering, promising to pay (or authorising to pay or offer) money or anything of value directly or via intermediaries for corrupt purposes. An offense may be committed even if a promise is not fulfilled.

Legislation prohibits bribes paid to ANY person to induce them to act improperly (not limited to foreign officials).  Under these references, a “foreign government official” includes anyone who holds a foreign legislative or judicial position, anyone who exercises a public function for foreign country, territory , public agency or public enterprise, or any official or gent of a public organisation (such as, the World Bank, the WHO, or UNICEF). There is no minimum payment threshold or exemption for facilitation payments under these references.

FARMOVS policy, POL QA06 Business Conduct and Ethics makes it clear that bribes and kickbacks may be criminal acts strictly prohibited by law and instructs employees that they must not offer, give, solicit or receive any form of bribe or kickback anywhere in the world, whether in connection with government transaction or a purely commercial one. The policy requires employees to comply with applicable anti-bribery laws in the jurisdiction where FARMOVS conducts business.  This policy articulates FARMOVS’ broad company policy with respect to compliance with applicable anti-bribery laws and provides further detail of mechanism FARMOVS has established to ensure compliance.

POL HR09 provides guidelines and address issues relating to the process to be followed when giving or receiving gifts or gratuities amongst Business Parties throughout the existence of a business relationship, whether internal or external.

FARMOVS Personnel will ensure that that they disclose in writing any gift extended or received or any other form of gratuity given or received to the Human Resources Division, if such a gift or other form of gratuity has a monetary value exceeding R500.00.  Said division will keep up to date a gift register that is able to track any trends in gifting or receipt of any form of gratuity.

  1. Internal and External Reporting

FARMOVS encourages any officer, director and/or employee, client, supplier or vendor who becomes aware of actual bribery or corrupt activity in any transaction which FARMOVS is a party to, to provide a detailed breakdown of the alleged activities to the following mailbox:

whistleblow@FARMOVS.com

The reporting procedure documented in POL LC01 Misconduct and Serious Non-Compliance in Clinical Research Activities and POL QA06 Business Conduct and Ethics should be followed in case of suspected violation of Legislation, or similar laws addressing bribery and corruption.

Improper payments of any amount, however small, should be reported.  Neither the Legislation contains a materiality threshold.

Any employee in violation of these rules may be subjected to disciplinary action as per the Company’s disciplinary code (POL HR03).