IDRF is committed to conducting its business in a manner that represents the highest ethical standards, in accordance with all applicable laws, rules and regulations where the IDRF may conduct business. IDRF seeks to adhere to industry best practices with respect to anti-bribery and anti-corruption behaviour, and requires all Covered Persons to conduct themselves in a manner that does not violate these principles when performing their duties on behalf of IDRF and its stakeholders. In particular, IDRF is committed to full compliance with Canada’s Corruption of Foreign Public Officials Act (CFPOA), the United Kingdom Bribery Act (UKBA), the U.S Foreign Corrupt Practices Act (FCPA), and any local anti-bribery or anti-corruption laws that may be applicable to jurisdictions where the IDRF may conduct business.
APPLICATION OF THE POLICY
This Anti-Bribery and Anti-Corruption Policy applies to all directors, officers, employees, contractors, consultants and volunteers of INTERNATIONAL DEVELOPMENT & RELIEF FOUNDATION, and each of its subsidiaries, affiliates and charter members (collectively, IDRF). Each such person is referred to as a Covered Person. IDRF will ensure this Anti-Bribery and Anti-Corruption Policy is brought to the attention of all Covered Persons.
Each Covered Person is responsible for understanding and adhering to this Policy and acting in a manner which will result in compliance with this Policy, including co-operating in any investigation of misconduct. Adherence to this Policy and acting in a manner which will result in compliance with this Policy is a strict condition of continued employment or association with IDRF. It is not an excuse for non-adherence that the non-adherence was directed or requested by any other person.
For the purposes of this Policy, person means any individual, partnership, limited partnership, limited liability company, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, governmental authority or other entity however designated or constituted.
DEFINITIONS OF FRAUD, BRIBERY AND CORRUPTION
- Fraud describes a whole range of activities such as deception, bribery, forgery, extortion, theft, conspiracy, embezzlement, misappropriation, false representation, concealment of material facts and collusion. It involves the act of deceit against IDRF in order to obtain a personal or collective advantage, avoid an obligation or cause a loss.
- Bribery is an offer, promise, or inducement of any kind offered or given to a person in a position of trust to influence that person’s view or conduct or to obtain an improper advantage. Examples of activities that may constitute bribery include, but are not limited to:
a) Bribing a person to act or fail to act in a manner that violates a legal duty;
b) Bribing a person to abuse or misuse his or her position;
c) Bribing a person in a position of influence within the public or private sector, foreign;
d) domestic, to secure an improper advantage, contract or concession; or
e) Making unusually large commission payments where a person acting as an agent or consultant does not appear to have provided significant services.
- Corruption involves the act of dishonestly obtaining an advantage from a third party by abusing an entrusted power for private gain. Neither fraud, bribery nor corruption is restricted to monetary or material benefit, but could also include intangible benefits such as status or information.
- Covered Persons should be aware that fraud, bribery and corruption may cover a wide range of activity including (but not exclusive to):
a) theft of assets;
b) misappropriation of funds;
c) misuse of IDRF’s assets (i.e., for example, using IDRF property privately without permission);
d) deception (e.g. misrepresentation of qualifications to obtain employment);
e) theft from a partner, customer, donor or supplier;
f) the theft or misuse of proprietary data or intellectual property;
g) providing favours or money to domestic or foreign legislative, administrative or judicial officials for personal or IDRF goals; and
h) providing contracts to third parties for the provider’s personal benefit.
IDRF prohibits all Covered Persons from participating in any activity that can be reasonably construed as fraud, bribery or corruption, for the purposes of creating an advantage in business, or the expectation of an advantage in business, for either IDRF or a third party for whom IDRF conducts business.
STANDARDS RELATING TO GIFTS AND HOSPITALITY
Covered Persons may not give or accept gifts or hospitality/entertainment in relation to IDRF and its business except in compliance with the following standards:
(a) The gift or hospitality may not be given or accepted with the intention or expectation of influencing a party to obtain or retain business or a business advantage;
(b) The gift or hospitality must not violate local laws or norms;
(c) Any gift or hospitality must be in the name of IDRF and not in the name of any
(e) Any gift or hospitality may not be in the form of cash or cash equivalents; and
(f) The gift or hospitality must be of an appropriate type and value and given or accepted at an appropriate time, taking into account the business relationship with the other party and any pending action expected of the other party.
The gift or hospitality must be given and accepted openly and not secretly and declared to a member of IDRF’s Executive Committee immediately after receipt.
RETENTION OF THIRD PARTY AGENTS, REPRESENTATIVES, CONSULTANTS AND INTERMEDIARIES
When IDRF engages third parties to perform services for or on behalf of IDRF (including agents or representatives involved in conducting IDRF’s overseas projects and activities), the behaviour and actions of those third parties can reflect on IDRF, and, in some cases, IDRF’s directors, officers and employees may become liable for the acts of those third parties. For the purposes of this section of the Policy, third parties include agents, intermediaries, representatives, officials, consultants, brokers, vendors, suppliers, contractors, joint venture or consortia partners, lobbyists/activists and any other third parties acting for, or providing services to, IDRF.
Prior to engaging or contracting with a third party, a Covered Person must conduct an appropriate diligence review of such third party’s background, reputation and business capability. A Covered Person engaging or contracting with a third party must ensure that the contract for any such third party contains appropriate contractual safeguards for IDRF, having respect to the provisions of this Policy. In particular, an employee of IDRF must obtain prior written approval from an Executive Committee member when hiring a third party or renewing such a person’s relationship or contract, if that third party will seek to procure a government grant or contract for IDRF; seek any governmental permit or license for IDRF or in furtherance of IDRF’s activities; or seek to influence a government employee or official to take any action on behalf of IDRF that the government employee or official would not otherwise be obligated to take as a matter of law (in such case, the third party will be known as a “Special Party”). The request for approval must include a written due diligence report as indicated above.
IDRF will review, not less than annually, the activities of all Special Parties for continued compliance with applicable laws and IDRF policies. This review will include ensuring that appropriate contractual safeguards are incorporated in all contractual arrangements with Special Parties and that contractual provisions are strictly adhered to and enforced.
REPORTING SUSPECTED FRAUD, BRIBERY OR CORRUPTION
Where any Covered Person who is a director, officer, employee of IDRF suspects that a fraudulent or corrupt act or a bribe has been or may be being committed, he or she must promptly report it immediately to an Executive Committee member. Inappropriate delay in reporting a known or reasonably suspected incident of fraud, a bribe or corruption will itself constitute a violation of this Policy.
IDRF assures every Covered Person that it will not carry out or, to the fullest extent reasonably within its power, permit, any retribution or retaliation of any kind for reports made in good faith regarding known or reasonably suspected violations of this Policy. The ability of a Covered Person to make reports without fear of retribution or retaliation is vital to the successful implementation of this Policy.
The Executive Committee of IDRF will work appropriately and promptly to investigate any occurrence brought to its attention. As a minimum requirement, at the end of any investigation of any alleged incident of fraud, bribery or corruption, the Executive Committee will report to the Board of Directors:
(i) details of what has taken place (i.e. including any loss to IDRF in Canada or elsewhere, if any), how the conduct was detected and the likely reasons why the fraud, bribe or corrupt act was able to take place;
(ii) the action taken (if any) to deal with the persons involved in the act of fraud, bribery or corruption;
(iii) action taken or to be taken to recover lost assets and funds, where applicable; and
(iv) lessons learned and actions to be taken to prevent the recurrence of such acts of fraud, bribery or corruption.
ACCOUNTABILITY AND COMPLIANCE
The Board has overall responsibility for monitoring compliance with this Policy. Each Covered Person will be held accountable for adherence to this Policy. Covered Persons who violate this Policy will be subject to disciplinary action, including potential termination of employment or association with IDRF. Any violation of this Policy by a director will be handled as appropriate in the circumstances, and may result in a request for that director’s resignation. In addition to any disciplinary action which may be taken against a Covered Person who violates this Policy, IDRF reserves its right to initiate legal proceedings to recover any losses or other consequential damages in circumstances in which it deems it appropriate to do so.