COMPANY POLICY

Policy Title:

Global Anti-Corruption Policy

CMS Number:

CMS-300-05-PL-00013

Policy Owner:

Legal & Compliance

Issuing
Authority:

Executive Vice President, Chief

Legal Officer & Secretary

GLOBAL ANTI-CORRUPTION POLICY

Issued for Use Corrected Reference from CMS-30005-PR-00001 which was superseded to CMS-300-05PR-00009. No change to content, Issuing Authority
Approval not required.

LAK

10 Aug 2015

Issued for Use Total rewrite. (No Rev Bars)

RC

21 Jan 2014

Issued for Use Corrected grammatical error, changed

Law Department to Legal Department, No change to
intent, issuing authority approval not required. (No Rev
Bars)

BDR

04 Jan 2011

Issued for Use

DD

03 Nov 2009

Approved

Date

Rev
UNCONTROLLED COPY IF PRINTED

Changes

Page 1 of 6

"Chicago Bridge & Iron Company, 2009. All Rights Reserved. For Internal Use Only.
NOTICE: THIS DOCUMENT, AND ALL TEXT, DRAWINGS, DETAILS AND DATA SHOWN HERETO, IS THE SOLE PROPERTY OF
CHICAGO BRIDGE & IRON COMPANY, AND SHALL NOT BE REPRODUCED IN ANY MANNER, USED FOR ANY PURPOSE
WHATSOEVER, OR RELEASED TO ANYONE EXCEPT BY EXPRESS WRITTEN PERMISSION OF CHICAGO BRIDGE & IRON
COMPANY."

Global Anti-Corruption Policy

CMS Number:

Revision:

Approval Date:

CMS-300-05-PL-000013

10 Aug 2015

POLICY
CB&I, its subsidiaries and majority-controlled affiliates (collectively referred to as CB&I or Company)
are committed to full compliance with the various anti-corruption laws of the United States, the United
Kingdom and other countries and require its employees to comply with the law and the Companys
practices. Employees must be knowledgeable of the requirements of these laws and be able to
recognize situations that may raise issues under these laws.
This policy is intended to ensure compliance with three primary elements regarding anti-corruption:

Anti-Bribery Rules: Laws of the United States, United Kingdom and other countries prohibit
bribery of both private and foreign government officials, employees or candidates for political
office to (1) influence an act or decision for the award of a contract, (2) retain business or to
(3) gain an improper competitive advantage. Failure to comply with this element may result in
criminal and civil prosecution.

Recordkeeping Rules: The Company maintains a system of internal accounting controls to

assure the timely and accurate recording of transactions and prevent hiding of corrupt or
improper payments such as bribes or inappropriate gifts. Failure to comply with these controls
may result in monetary fines and forfeitures.

Gifts and Entertainment Rules: The Company has policies and internal controls over gift and
entertainment expenses to assure that reasonable and customary business expenses are the
only types of expenses that we make and it does not appear that we are providing bribes
disguised as gifts or entertainment.

Employees violating this policy or applicable other policies or procedures or laws will be subject to
discipline, including but not limited to, immediate termination of employment. In addition, such
employees may be subject to personal criminal charges and fines by appropriate enforcement entities.
This policy applies to any entity owned by CB&I and any of its majority-controlled affiliates and
subsidiaries and all employees.
Employees engaged in business with Foreign Government entities or officials must comply with this
policy.
PROHIBITIONS ON BRIBERY (ANTI-BRIBERY)
The Company prohibits all bribery in connection with its business anywhere in the world. Specifically,
all directors, officers and employees of the Company and all of its wholly owned subsidiaries and
others to whom this policy applies, are prohibited from (a) offering, promising or giving a bribe in any
form (including but not limited to money, inappropriate business courtesy, or kickback) to another
person; (b) requesting, agreeing to receive or accepting a bribe in any form (including but not limited to
money, inappropriate business courtesy or kickback) from another person in connection with any
current or prospective business for the purpose of improperly obtaining or rewarding favorable
treatment. Additionally, the Company prohibits any entity from engaging in any of these prohibited
activities on our behalf. In this policy, the reference to inappropriate business courtesy refers to gifts,
gratuities, favors, benefits, loans, commissions, discounts, forgiveness or any other benefit which
exceeds the normal reasonable value or does not have a Company legitimate business purpose.
RECORDKEEPING OF FINANCIAL TRANSACTIONS
Employees of the Company must ensure all financial transactions are recorded, described and
documented timely and accurately on the books and records of the Company.

All financial transactions in connection with foreign business development activities shall be
executed in accordance with the appropriate approvals and applicable policies and procedures.
Compliance with generally accepted accounting principles for maintaining proper internal
books and records and established audit controls and procedures is required at all times.

UNCONTROLLED COPY IF PRINTED

Page 2 of 6

Global Anti-Corruption Policy

CMS Number:

Revision:

Approval Date:

CMS-300-05-PL-000013

10 Aug 2015

False, inflated or artificial entries are not to be made in the books and records of the Company
for any reason, and no employee shall engage in any arrangement that results in such entries.
No accounting record or document relating to any transaction shall be falsified in any manner
that may disguise the true nature of the transaction. In addition, no transaction shall be left off
of the recordkeeping system if required to be included.
No payment on behalf of the Company shall be approved without adequate supporting
documentation. Payment also may not be made with the intention or understanding that any
part of such payment is to be used for any purpose other than that described by the documents
supporting the payment.

GIFTS AND ENTERTAINMENT

Employees of the Company shall follow all policies and procedures with regard to approvals for any
gifts and entertainment. See CMS-300-05-PR-00007.
EXAMPLE SCENARIO
I have a client in India. The client is partially owned by the Indian government. I have a meeting
scheduled with the client and would like to present a gift to the client leaders at the meeting.
What do I need to do?
You must seek approval from the compliance office before you can give the gift and must
complete the Gift Reporting Form and submit it to the compliance office within ten days of the
gift giving event. If the value exceeds $100, you must get pre-approval by the Compliance
Officer and the Sector President and a Company Executive by submitting the Gift Approval
Form. (CMS-300-05-FM-00010)
BONA FIDE BUSINESS EXPENSES
Occasionally, employees meet with foreign government officials for business reasons. Reasonable
expenditures related to those meetings may be acceptable business-related expenses. These
expenses must be reasonable and have a specific and documented business purpose. These must be
approved by the compliance office and the Sector President and must be recorded correctly in the
books and records of the Company.

Examples of expenses that might be acceptable

Tours of our projects, offices or shops, a light lunch in conjunction with a meeting or a
reasonably priced dinner in conjunction with or immediately following a meeting.

Examples of expenses that will not be acceptable

Paying for the travel of a foreign officials spouse or family, paying for spa services, paying for
tickets to an entertainment event for the foreign official and/or his or her family or paying for
entertainment, golfing, hunting and other such activities, of the foreign official when there is no
business purpose to the entertainment.

CHARITABLE AND POLITICAL CONTRIBUTIONS

Any Company charitable or political contributions made to a non-US person or entity requires preapproval by the Compliance office and the communications department. This pre-clearance is crucial
to ensure no violations of the anti-bribery laws.
EXAMPLE SCENARIO
I am working on a project in the UAE. My client is partially owned by the UAE government and
has requested that CB&I make a charitable contribution to a local charity. How should I
proceed?
CB&I requires approvals by compliance and communications before any charitable or political
contributions can be made by the Company in a foreign country. When approved, any such
contributions made on behalf of the Company must be made by check (not cash) and must be
documented properly as a charitable contribution.
UNCONTROLLED COPY IF PRINTED

Page 3 of 6

Global Anti-Corruption Policy

CMS Number:

Revision:

Approval Date:

CMS-300-05-PL-000013

10 Aug 2015

FACILITATING OR GREASE PAYMENTS

The Company discourages facilitating or grease payments. These are very small payments to lowlevel government employees performing routine tasks. In some circumstances, these can be legal and
in others they are illegal. These types of payments are illegal under the United Kingdom Bribery
Act and laws of other countries. As such, the Company authorizes employees to make these kinds of
payments only with the pre-approval by the compliance office. This approval must be documented in
writing. Additionally, when such payments are cleared, they must be recorded correctly as facilitating
payments in accordance with appropriate accounting procedures and processes. The only exception to
this pre-approval requirement is when there is risk of severe consequences related to health or life, and
there is not enough time to obtain the approvals. In such cases, they must be disclosed to the
Compliance office within forty-eight (48) hours. Proper recordkeeping is still required for emergency
situations.
EXAMPLE SCENARIO
I am working on a project located in a foreign country. I am trying to import a piece of
equipment for the project, which currently is waiting at the port. When I went to the port to get
the equipment released, the customs official told me it would take three weeks to get the
necessary paperwork for the release of the equipment. We really need it sooner than that so
our progress on the project is not delayed. The customs official said that if I pay him $50 in
cash, he could push it to the top of the list and will be released in two days. What should I do?
This kind of payment might be considered a bribe under U.S., U.K. or local laws, or it may be
legal, depending on the specific facts and the local law. You must request approval of this by
the compliance office so it can be reviewed and approved or rejected in accordance with this
procedure and applicable law. If the payment is approved, it must be documented in
accordance with appropriate accounting procedures or practices. The failure to document this
correctly, if allowed, could render a violation of the anti-bribery laws as well as Company
policies.
FOREIGN REPRESENTATIVES, INTERMEDIARIES AND AGENTS
The Company uses independent agents, intermediaries or representatives (Agents) in foreign
countries to assist in obtaining and executing business. These Agents must follow all applicable antibribery laws. Their failure to do so can create legal problems for the Company. The Company has in
place specific due diligence procedures that must be followed to make sure that we have adequately
screened any person or company we hire to work as a foreign representative or agent. See CMS-30005-PR-00009.
EXAMPLE SCENARIO
I am trying to secure a client in Asia and have been told that I need to use an agent to assist
with the business relationship. What do I need to do?
The Company has very specific requirements and approvals that must be met before hiring a
foreign agent to assist in obtaining business. These requirements are in CMS. You should
contact a Company attorney who will assist you with the process.
Pre-approvals Required by this Policy
Compliance Office

Sector President

Company
Executive

Gifts to foreign officials valued between

$25-100

Gifts to foreign officials valued over

$100

Entertainment Expenses for foreign

officials

X (if over $250)

UNCONTROLLED COPY IF PRINTED

Page 4 of 6

Global Anti-Corruption Policy

CMS Number:

Revision:

Approval Date:

CMS-300-05-PL-000013

10 Aug 2015

Business Expenses for Meetings

Charitable Donations

Political Contributions

Facilitation/Grease Payments

EMPLOYEE CERTIFICATION
Employees working with foreign transactions may be required to periodically certify their receipt and
understanding of this policy and their agreement to comply.
CONSULTANTS
Consultants hired by the Company in foreign business transactions or working in foreign countries
should certify compliance with anti-corruption and/or other applicable bribery laws either in the contract
documents or as a separate document as applicable. They must also be cleared against the prohibited
parties lists.
JOINT VENTURES
The Company requires adequate due diligence with regard to anti-corruption for any potential business
partners that will join with us in a Joint Venture. The entity and its principals must be vetted against the
government prohibited lists and sufficient due diligence should be done to assess any corruption risks.
Company CMS documents regarding the formation of business partnerships, including Joint Ventures,
should be consulted.
ACQUISITIONS AND MERGERS
For any entities that the Company is considering acquiring or merging with that have international sales
or operations, a sufficient due diligence of prior anti-corruption due diligence shall be performed to
asses any potential risks.
ENFORCEMENT OF THE POLICY

Reports by Employees
Employees are required to notify the Company of any information the Employee has of any
potential violations of this Policy even if the Employee is not sure that a violation has
occurred. Employees should notify any of the following: (1) legal department (2) Compliance
Office (3) General Counsel or (4) Ethics hotline.
Violations
Employees found to be in violation of this policy shall receive appropriate discipline in
accordance with Company discipline policies. Consequences of such a violation may include,
but are not limited to, termination. Additionally, individuals who are engaging in conduct which
is in violation of the law may be subjecting themselves to criminal charges by the applicable
government authorities.
Reporting of the Company to the Government
If a violation of this Policy or applicable law occurs, the legal and compliance departments shall
jointly handle any required or desired disclosure to the appropriate government agency.

INTERNAL AUDIT
Internal audit may include anti-corruption issues and policy compliance as part of its audit plans.
EXCEPTIONS TO POLICY
In general, exceptions to this Policy will not be granted. If there are circumstances that justify an
exception, it can be approved only by a Company Executive and the General Counsel and the
exception must be reported to the Compliance Office.

UNCONTROLLED COPY IF PRINTED

Page 5 of 6

Global Anti-Corruption Policy

CMS Number:

Revision:

Approval Date:

CMS-300-05-PL-000013

10 Aug 2015

REQUIREMENTS
Written management directions will be developed as needed to implement this policy.
RESPONSIBILITIES
Corporate Management
Corporate Management is responsible for ensuring that written instructions are developed and
communicated throughout the organization to provide CB&I employees clear direction for the
implementation of this policy.
TERMINOLOGY
Term

Definition

CB&I

Chicago Bridge & Iron Company N.V. and its affiliates and
subsidiaries

FCPA

Foreign Corrupt Practices Act of the United States of America as

Amended.

Foreign Official

Includes an official or employee of a Company or Agency located

outside of the United States (including but not limited to an
employee of a state-owned or partially state owned commercial
entity), any official of a public International organization such as
World Bank or the United Nations and any foreign political party,
party official or candidate for political office. Many Clients in nonUS countries are owned, at least in part, by government entities.
When that is the case, we treat the Client and all of its employees
as a Foreign Official.

Intermediary

Includes agents, representatives, consultants and other nonemployees who may act on behalf of CB&I.

REFERENCES
CMS-720-01-FM-00020

Business Glossary

CMS-720-01-FM-00021

Technical Glossary

CMS-300-05-PR-00007

Giving and/or Receiving Gifts, Entertainment and Expenses

CMS-300-05-PR-00009

Forming Third Party Relationships

CMS-300-05-FM-00010

Gift Approval Form

ATTACHMENTS
None

UNCONTROLLED COPY IF PRINTED

Page 6 of 6