CAS anti-corruption and anti-bribery policy

I. Introduction/Overview

All CAS dealings with third parties are carried out with the highest standard of integrity required for all CAS business and in compliance with all relevant laws and regulations. This policy declares that corrupt practices are not acceptable in CAS business dealings both in the private and government sectors. CAS's dealings with governments and government officials are subject to specific anti-corruption laws which carry very significant penalties, including but not limited to the U.S. Foreign Corrupt Practices Act, the U.S. Sarbanes-Oxley Act, and the UK Bribery Act.

II. Policy Summary/Statement

CAS requires compliance with the highest ethical standards and all anti-corruption laws applicable to it in the conduct of its business. CAS values integrity and transparency and has zero tolerance for corrupt activities of any kind, whether committed by CAS employees or by third parties acting for and on behalf of CAS. Unauthorized payments, or acts that create the appearance of promising, offering, giving or authorizing payments prohibited by this policy, will not be tolerated.

III. Definitions

The following definitions are to serve as a guide for some of the words or phrases that could possibly be left up to interpretation. These definitions can be added, removed, or changed as deemed necessary by CAS.

Bribe
CAS employees, CAS contractors and CAS agents shall not make, offer to make, or authorize any improper payment; or provide anything of value; to any individual, or at the request of any individual, for the purpose of influencing, inducing, or rewarding any act, omission or decision to secure an improper advantage, obtain or retain business. In essence, CAS prohibits quid pro quo payments whereby the payment is made with the expectation of receiving in return an improper benefit or advantage.

Foreign Official
Any officer or employee of a government or any of its agencies or a government corporation, or any person acting in an official capacity for any such entity and includes relatives of any such person.

Government
An agency, instrumentality, subdivision or other body of any national, state or local government, including hospitals or other health facilities which are owned or operated by a government, and including regulatory agencies or government-controlled businesses, corporations, companies or societies.

Knowing
A company or person has knowledge of prohibited conduct if the company or person is (a) aware that such person (to whom company resources are given) is engaging in such conduct, that such circumstance exists, or that such result is substantially certain to occur or (b) has a firm belief that such circumstance exists or that such result is substantially certain to occur. A company or person is also deemed to have knowledge of a particular circumstance if the company is "aware of a high probability of the existence of such circumstance, unless the person actually believes that such circumstance does not exist."

Money or "Anything of Value"
This term includes, but is not limited to, cash or cash equivalents, gifts, services, employment offers, loans, travel expenses, entertainment, political contributions, charitable donations, subsidies, per diem payments, sponsorships, honoraria or provision of any other asset, even if nominal in value.

Payment
This term refers to and includes any direct or indirect offers to pay, promises to pay, authorizations of or payments of anything of value.

Third Party
Anti-corruption laws do not always differentiate between conduct of CAS and conduct of a third party acting for and on behalf of CAS. Therefore, it is CAS's obligation to “know its partners’; and to ensure that any third parties with and through whom CAS conducts business acknowledge and agree to comply with principles of this policy.

IV. Scope

All employees and/or officials representing CAS or any of its subsidiaries are responsible for upholding the "knowing" standard, which is broad and encompasses more than actual knowledge that such corrupt practices will occur. Ignoring or disregarding circumstances that could reasonably be considered sufficient warning that illegal conduct will occur may be grounds for meeting the knowing standard.

Great care must be exercised in this area. All activities must uphold the principles set forth in CAS Values and meet the highest standards of behavior, including honesty and fairness in all aspects of our work.

V. Responsibilities

Senior management of CAS shall be responsible for enforcing compliance with this policy and ensuring that CAS employees responsible to them are aware of this policy and the need for compliance.

CAS managers have specific obligations with regard to the implementation of due diligence and oversight of third parties as provided for in this policy.

VI. Subsidiary and Agent Requirements

Contractors, consultants or suppliers who are our agents or who are working on our behalf or in our name, through outpouring of services, processes or any business activity, will be required to act consistently with this policy when acting on our behalf. Independent contractors, consultants or suppliers will be made aware of this policy as it applies to our people in their dealings with them. Our responsible procurement and supplier management policy will also continue to apply to suppliers. Joint venture companies not under CAS control and joint venture partners are encouraged by CAS to adopt a similar policy, and adequate procedures, to prevent bribery.

VII. Permissible Activity Provision

Payments to foreign government officials that might otherwise be prohibited under the anti-corruption and anti-bribery laws are legal if they are made as a reasonable and bona fide expenditure directly related to either promotional or training activities or the execution or performance of a contract with a government, government agency, government instrumentality, or company or business owned in whole or part by a government.

Accordingly, the restrictions on improper payments do not cover legitimate payments to foreign government officials for genuine business reasons. CAS has implemented and/or will implement separate policies and procedures to cover these situations and to ensure compliance with anti-corruption and anti-bribery laws. Examples of items that are/or will be covered by these policies and procedures:
- consultant meetings and advisory boards;
- establishing business relationships with third parties;
- gifts, meals, and entertainment; and
- meetings and conferences.

More generally, contemplated payments to foreign government officials made as bona fide expenditures directly related to either promotional or training activities or the execution or performance of a contract with a government, government agency, government instrumentality, or company or business owned in whole or part by a government must be (1) supported by appropriate documentation by CAS and any director, officer, or employees involved in providing payments, and (2) submitted for prior approval in accordance with CAS policies and procedures.

VIII. Record Keeping/Accounting Provision (FCPA)

The record keeping provisions of the FCPA require publicly held United States companies to keep their books, records and accounts in reasonable detail, accurately and such that they fairly reflect all transactions and dispositions of assets. Thus the FCPA prohibits the mischaracterization or omission of any transaction on a company's books or any failure to maintain proper accounting controls that result in such mischaracterization or omission. Accordingly, covering up a transaction that violates the FCPA by mischaracterizing it on CAS's books and records (such as an expense account) is itself a separate violation of the FCPA.

IX. Due Diligence Provision

To ensure that the requirements of this policy are met in relation to third parties, business managers are required to conduct due diligence on such third parties and comply with any other requirements of the anti-corruption policy, including but not limited to pre-engagement and post-engagement due diligence, execution of anti-corruption contractual provisions appropriate for the particular business transaction, and post-engagement or post-deal due diligence and monitoring.

X. Duty to Report

CAS employees, CAS contractors and CAS agents have a duty to prevent breaches of this policy by reporting any questionable situation to his or her superior or to the CAS Legal Department. It is CAS's policy that employees will not suffer retaliation for reporting potential compliance concerns.

CAS employees, CAS contractors and CAS agents should report issues related to, or potential violations of, this policy in accordance with the terms of this Policy and the terms of the American Chemical Society Policies and Procedures Manual; and/or any of the reporting procedures in effect in their respective countries.

Any questions concerning the anti-corruption and anti-bribery laws, or this policy should be addressed to the CAS Legal Department.

XI. Punishment

Violations of anti-corruption and anti-bribery laws may result in severe civil and criminal penalties for CAS, its employees, and third parties, in addition to potential disciplinary actions against employees.

Last Updated: April 12, 2016