SUMMARY OF SIRVA POLICY ON IMPROPER PAYMENTS

The purpose of this policy is to provide information and guidelines concerning SIRVA’s position with respect to improper payments.  “SIRVA” refers to SIRVA, Inc., and to its family of companies. 

SIRVA associates may not offer anything of value to obtain any improper advantage in selling goods and services, conducting financial transactions, or representing SIRVA’s interests to governmental authorities. This policy sets forth SIRVA’s standards of conduct and practices for certain kinds of payments, entertainment and political contributions. SIRVA must not authorize, involve itself in, or tolerate any business practice that does not follow this policy.

APPLICATION

This policy applies to all directors, officers and associates of SIRVA.

We require independent third parties who represent SIRVA to do so in a manner that is consistent with this policy. Independent third parties include: agents, consultants, sales representatives, distributors, contractors and any other outside persons acting in a capacity where they hold themselves out or otherwise appear to be representing SIRVA.

Requirements:

General

• Never give, offer, or authorize, directly or indirectly, an offer of anything of value (such as money, goods or a service) to a customer or government official to obtain any improper advantage. A business courtesy, such as a gift, contribution or entertainment, should never be offered under circumstances that might create the appearance of impropriety.

• Be aware of and obey applicable laws that relate to matters covered by this policy, including
• The U.S. Foreign Corrupt Practices Act;
• The UK Anti-Bribery Act;
• Laws of other countries prohibiting bribery of foreign government officials; andLaws of all countries prohibiting commercial and political bribery.

SIRVA Representatives

Require any person or firm who represents SIRVA to do so in accordance with this policy and to be aware of and obey the applicable laws of the U.S. and other countries related to matters covered by this policy.

• Exercise due diligence when selecting persons or firms to represent SIRVA.

   

• SIRVA considers the following when selecting a person or firm to represent SIRVA:

   

  • ▪Employ only reputable, qualified individuals and firms.
  • ▪Understand and obey any requirements governing the use of SIRVA representatives (for example, funding agency restrictions, or customer, country or ministry prohibitions).
  • ▪Make sure that the compensation is reasonable for the services provided.
  • ▪Follow SIRVA’s guidelines for selecting and paying representatives.
  • ▪If you spot something that might indicate a potential policy violation involving a person or firm representing SIRVA, make sure that it is promptly investigated and addressed.
  • ▪Memorialize the terms and responsibilities of the relationship in writing.

Permissible payments

• You may provide customers with ordinary and reasonable entertainment and gifts only if they are permitted by:

• Applicable law, and
• The customer’s own policies and procedures, and
• They are approved by senior leader of your business segment.

   

This policy does not prohibit lawful reimbursement for reasonable and bona fide expenditures – for example, travel and living expenses incurred by customers and directly related to the promotion of products or services, or to the execution of a contract.

• Gifts to and entertainment of government officials and employees are highly regulated and often prohibited. Do not provide such gifts and entertainment unless you have consulted with SIRVA’s Legal Department to determine that you are permitted to do so by applicable laws and regulations, your business’ policies and procedures, or the policies of the recipient’s employer.

• Facilitating payments are paid to officials or employees of foreign governments to expedite a service or routine administrative action that these individuals ordinarily perform and to which SIRVA is entitled under the laws of that country. SIRVA prohibits the use of facilitating payments.

 Political contributions

• Political contributions to government authorities in the name of or promoting SIRVA are prohibited.

• Obey applicable laws of the United States, the country in which your business component is located, and the countries in which you do business in promoting SIRVA positions to government authorities and in making political contributions.

• Political contributions by SIRVA to candidates in other countries may be prohibited or regulated by local law. Any contribution of SIRVA funds or other assets for political purposes outside the United States must be approved by SIRVA’s Legal Department.

• Never give or offer, directly or indirectly, a payment or anything of value (such as money, goods or services) to any political party, party official, or any candidate for political office of any country to influence or reward any governmental act or decision, or to obtain any improper advantage.

Employee responsibilities:

• Understand and keep up-to-date on applicable laws and customer requirements related to your job and each requirement of this policy. These requirements can be complex, and it would not be unusual for you to have questions related to a transaction. If you have any questions related to matters covered by this policy, consult with business leaders, their designees, or SIRVA’s Legal Department.

• Carefully watch for warning signs that might indicate illegal activities or violations of SIRVA policies. Among them might be an agent, broker, a sales representative or other person or firm representing SIRVA or being considered to represent SIRVA who:

   

  • Has been accused of improper business practices;
  • Has influence on the buying decision and a reputation for bribes;
  • Has a family or other relationship that could improperly influence the customer’s decision;
  • Approaches you near the time a customer will be awarding business and explains that he or she has a "special arrangement" with an official;
  • Insists on receiving a commission payment before the customer announces the award decision;
  • A customer who suggests that a SIRVA bid be made through a specific representative or partner;
  • Any request that a commission or other payment be made in a third country or to another name; or
  • A commission that seems unusually large in relation to the services provided.
• If these or any other signs of a possible violation come to your attention, be sure to resolve your concern promptly before proceeding with the transaction. Resolution should include management and SIRVA legal review, and it should be well documented.

   

• Maintain timely, accurate, and complete records of all expenditures of SIRVA funds as spelled out in SIRVA’s Controllership policy.

   

• Learn and follow SIRVA’s guidelines for travel and living expense reimbursement, business entertainment, and gifts. In addition, learn and respect the policies of customers and government agencies concerning acceptance of business entertainment and gifts.

   

• Follow the basic Associate Responsibilities, common to all policies, which you can find in the SIRVA Code of Business Conduct.

Additional responsibilities of leaders:

• Do not retain individuals or firms unless you are satisfied they will abide by the principles of this policy when representing SIRVA. Pay them reasonably for service performed. Make sure the selection process includes a thorough consideration of the scope of activities, credentials, background, costs and compensation terms. Appropriate approvals should be obtained. Make sure that the selection and payment process is consistent with relevant guidelines. Also, review and understand SIRVA’s policy on Money Laundering Prevention and its requirements.

• Closely monitor and control business entertainment and gifts.

• Consult with the SIRVA legal Department in executing your responsibilities under this policy. Keep in mind that international operations frequently raise issues requiring familiarity with the laws and regulations of other countries.

• If you discover that an agent, broker, sales representative, or other third party representing SIRVA engages in improper business practices, you should consult with the SIRVA Legal Department and take necessary remedial action.

• Financial managers must make sure that accurate records are kept that show the amount and purpose of all payments.

• Each business leader must:

  • Review financial reports covered by this policy with the responsible financial manager;
  • Request, as required, financial reviews of matters covered by this policy from finance managers or the Audit Staff;
  • Review, as required, other matters covered by this policy with the responsible manager or with the Audit Staff;
  • Review compliance concerns or possible violations of this policy with SIRVA’s Legal Department to determine the appropriate response and disclosure requirements;
  • Carefully consider SIRVA’s responsibilities under applicable laws prohibiting bribery of foreign officials and commercial bribery in any investment decision;
  • Follow and ensure compliance with SIRVA’s policies & practices concerning contracting with customers, suppliers, and governments;
  • Clearly delegate the responsibility for the approval of all third party agreements, government or commercial.
• Follow the basic Leadership Responsibilities common to all policies, which you can find in the SIRVA Code of Business Conduct.

Penalties for violations:

Associates who violate the spirit or letter of SIRVA’s policies are subject to disciplinary action up to and including termination of employment. Violation of this policy can also mean breaking the law, subjecting you or SIRVA to criminal penalties (fines or jail sentence) or civil sanctions (damage awards or fines).

SIRVA must terminate contracts with agents, consultants, sales representatives, distributors, independent contractors and any other third parties who are unwilling or unable to represent SIRVA in a manner consistent with this policy.