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ZIPPO MANUFACTURING COMPANY GLOBAL ANTI-CORRUPTION POLICY

Zippo Manufacturing Company and its affiliates and subsidiaries (collectively, “Zippo”) is committed to conducting worldwide business with the highest ethical standards, and in strict compliance with all anti-corruption laws, rules, and regulations.  As part of this commitment, Zippo takes a zero-tolerance policy towards any form of bribery and corruption.

This Global Anti-Corruption Policy (the “Policy”) applies to Zippo and all its directors, officers, and employees on a global basis (collectively, “Zippo Employees”) and to any agents, contractors, distributors, vendors, partners, suppliers, and any other third-party individuals or entities doing business with or acting on behalf Zippo. Collectively, Zippo Employees and third parties subject to this Policy are referred to as “Zippo Stakeholders”.

 

POLICY STATEMENT

Zippo rejects and prohibits bribery, kickbacks, and corruption of any kind in the public and private sectors.  Under no circumstances may a Zippo Stakeholder acting on behalf of Zippo offer or accept anything of value to or from anyone, including a Government Official, to obtain or retain business or for any other improper advantage. 

 

PURPOSE

The purpose of this Policy is to uphold Zippo’s ethical standards and ensure compliance with all applicable anti-corruption laws, rules, and regulations, including the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.S. Foreign Extortion Prevention Act (“FEPA”), and all applicable anti-corruption laws everywhere Zippo does business.  This Policy provides practical guidance and information necessary to prevent, identify, and combat bribery and corruption.  See also Appendix A for Red Flags that could indicate possible violations, and Appendix B for Frequently Asked Questions regarding this Policy.

 

BRIBERY

  • What is Bribery? Bribery is a form of corruption that violates the public trust and the trust of our customers. A “bribe” is generally described as directly or indirectly, offering, paying, gifting, promising to pay, authorizing the payment of, receiving or accepting, any improper payment or anything of value to or from anyone, anywhere in the world, for the purpose of obtaining or retaining business or to secure any improper advantage.
  • “Improper” is used herein to describe payment, gift and other thing of value that have the purpose of obtaining or retaining business or to secure an advantage unlawfully, unethically or without justification.
  • What are “Improper payments” or “things of value”? Examples include: money, gift cards, gift certificates, gifts or other tangible items; commissions; rebates and special discounts; kickbacks; consulting or other service fees; facilitation payments; meals; entertainment; travel expenses; job offers; internships; charitable donations; tuition; or anything else that gives Zippo an improper business advantage.
  • No Value Threshold. Any payment, gift or other advantage can be a bribe even if it is of very little value.  Therefore, Zippo prohibits giving or receiving improper gifts or payments of any value. Zippo Employees may offer marketing or promotional materials of reasonable value.
  • Customary Gifts or Payments. Zippo Stakeholders are strictly prohibited from improperly providing gifts or payments, even if gifts or payments are customary in some countries or regions. 

 

GOVERNMENT OFFICIALS

Engaging with “government officials” carries a higher risk of corruption.  Therefore, Parties must exercise maximum caution not to engage in any form of bribery with Government Officials. 

  • “Government Official” is defined broadly and includes a government employee, a political party candidate or employee, an employee of a state-owned or controlled enterprise, an employee of a public international organization (g., the United Nations, World Bank, or World Trade Organization), any member of a royal family, or anyone acting in an official capacity on behalf of a national, state, or local government entity.

 

FACILITATION PAYMENTS

Zippo does not permit so-called “facilitation payments” to secure routine governmental actions more quickly. 

  • “Facilitation payments” refer to small payments to Government Officials to expedite or facilitate non-discretionary actions or services, such as obtaining an ordinary license or business permit, processing government papers, such as visas, customs clearance, or loading or unloading of cargo.

Should there be an exceptional circumstance in which payment for routine government action is advisable, Zippo’s Legal Department may pre-approve such a payment.

 

POLITICAL CONTRIBUTIONS AND CHARITABLE DONATIONS

No Zippo Stakeholder may make a contribution to any political candidate or political party on Zippo’s behalf, or in any way that is intended to benefit Zippo without the prior written approval of the Zippo President and CEO.

Zippo Employees may not make or approve charitable donations by or on behalf of Zippo without compliance with the Zippo Employees Charitable Contributions Policy.

 

GIFTS, MEALS, ENTERTAINMENT AND TRAVEL

The exchange of gifts, meals, entertainment, and travel is an important factor in building relationships and creating goodwill.  Zippo’s Policy does not prohibit providing a gift of nominal value, meals, entertainment, and travel (collectively, “promotional expenditures”) for promotional purposes connected to Zippo’s products and facilities.  However, if conducted inappropriately, this practice could violate anti-corruption laws, rules, and regulations, as well as this Policy.  Therefore, promotional expenditures are permitted only if they do not give the appearance of improperly influencing the recipient and such expenditures are:

  • bona fide and connected to Zippo’s products and facilities;
  • approved in writing by the Zippo Employee’s manager;
  • associated with a legitimate business purpose;
  • reasonable in cost;
  • appropriate as to time and place;
  • lawful under all applicable laws and to the relevant associate’s knowledge, permissible under the rules of the recipient’s organization; and
  • fairly and accurately recorded in Zippo’s books and records.

Zippo will not pay for promotional expenses incurred by spouses, children, significant others, or other family members if the recipient is a Government Official.

 

THIRD-PARTY DUE DILIGENCE

Zippo can be held responsible for actions performed on its behalf by Zippo Stakeholders that violate applicable anti-corruption laws.  As such, Zippo Employees must carefully follow Zippo’s third-party due diligence procedures to protect Zippo and its reputation from the actions of third parties who may make improper payments in violation of this Policy. 

 

TRAINING

Zippo Employees must attend periodic anti-corruption training and if requested, execute an anti-corruption compliance certificate.  Training sessions may include on-line and in-person presentations on the FCPA, FEPA, and other applicable anti-corruption laws, as well as this Policy.  Refusal to participate in and successfully complete such training may result in discipline up to and including termination.

 

“OFF THE BOOKS” PAYMENTS; ACCURATE BOOKS AND RECORDS

Anti-corruption laws, rules, and regulations in many countries require Zippo to maintain its books, records, and internal controls to prevent the concealment of improper payments.  To ensure compliance with these laws and this Policy, Zippo strictly prohibits “off the books” payments or any falsification of Zippo’s books and records to cover up improper payments.  Zippo Employees must never falsely classify, label, represent or otherwise be untruthful regarding the use or purpose of Zippo’s resources, including money and all other expenditures.

 

COMPLIANCE; VIOLATIONS

Compliance with this Policy is mandatory and no violation of this Policy and/or applicable anti-corruption laws will be tolerated.  Any Zippo Employee who violates this Policy, conceals or destroys evidence of anyone else’s violation, or withholds information from or refuses to cooperate with an investigation of a possible violation will be subject to appropriate discipline, up to and including termination of employment.

Zippo Stakeholders that violate this Policy will be subject to immediate termination of their business relationship with Zippo.

 

REPORTING; WHISTLEBLOWER POLICY

Anyone who suspects or knows that a violation of this Policy and/or any anti-corruption law may be occurring or is about to occur must immediately report the matter to appropriate supervisory personnel or the Legal Department at legal@zippo.com.

The following channels are available for Zippo Stakeholder that wish to report potential violations of this Policy. 

  • Make an anonymous report to a 24/7 outside hotline: +1-814-368-2488.
  • Make a report by sending an email to this email address: wbemail@zippo.com
  • Online Tool. Use the reporting form on the Internet located at: http://wbreport.zippo.com/blog/.

All reports made through any of these channels will be thoroughly investigated by Zippo.  Zippo will not tolerate any retaliation against anyone who makes a good faith report.  False and/or malicious reports/complaints (as opposed to reports that, even if erroneous, are made in good faith) may be the subject of appropriate disciplinary action or termination of business relationship.

Any Zippo Employee who retaliates against an individual who makes a report of a suspected or actual violation of this Policy, Zippo’s Code of Conduct, Zippo’s Conflict of Interest Policy, and associated policies and procedures, and/or applicable anti-corruption laws will be subject to disciplinary measures, up to and including termination. 

For Zippo Employees who want further information regarding Zippo’s reporting channels and procedures, please refer to Zippo’s Whistleblower Policy.

 

FURTHER GUIDANCE

Anyone with questions about this Policy should contact any member of the Zippo Legal Department or email legal@zippo.com.

 

APPENDIX A: RED FLAGS

Red Flags provide the early warning signs that Parties may be engaging in improper conduct.  The below non-exhaustive list includes examples of some common red flags that should be reported if encountered.

  • Third party who works in a country with a reputation for corruption.
  • Third party that has previously violated anti-corruption laws.
  • Third party that is currently involved in litigation or has been accused of a crime related to anti-corruption/improper payments.
  • Third party with a bad reputation.
  • Third party with close ties to Government Officials.
  • Third party that frequently interacts with Government Officials.
  • Third party is, or has close family or business ties to, a Government Official.
  • Third party rejects anti-corruption provisions in contracts.
  • Third party requires that its identity, the identity of its owners, principals or employees, is not disclosed.
  • Third party requests an excessive fee/commission and to be paid in cash.
  • Unusual payment patterns or financial arrangements.
  • Payments through third countries, tax havens, or shell companies.
  • Payments to numbered bank accounts with no details.
  • Payments that are not commensurate with goods or services provided.
  • Commissions or prices that do not reflect market norms.
  • Lack of transparency in expenses and accounting records.
  • Vague requests for funds where the purpose or objective of the payments are not clear.
  • Inadequate documentation related to expenses.
  • Requests for payments where the recipient is not clearly identified.
  • Due diligence reveals an unorthodox corporate structure of a Zippo Stakeholder or third party.
  • Potential or actual conflicts of interest between Zippo Employees and Zippo Stakeholder/third party.
  • Refusal to answer questions about anti-corruption policies and compliance systems.

 

APPENDIX B: FREQUENTLY ASKED QUESTIONS (FAQs)

Q: Does Zippo’s Global Anti-corruption Policy only address bribery of Government Officials or does the bribery prohibition extend to any other parties?

A:  Zippo’s Global Anti-corruption Policy provides that all bribery to any party, whether a public or private actor, is strictly prohibited.  Under no circumstances may a Zippo Stakeholder acting on behalf of Zippo offer anything of value to any third party, including government and non-government customers, or their representatives, to obtain or retain business or for any other business advantage.

 

Q: How can charitable donations be considered improper?

A:  In some cases, charitable contributions might be vessels for obtaining bribes or other improper payments.  For example, a corrupt official may suggest that before Zippo can be considered for awards of business, Zippo must agree to contribute to a charity of the official’s choosing.  In accordance with this Policy, adherence with the Zippo Employees Charitable Contribution Policy is required before making any charitable contributions on behalf of Zippo.

 

Q: Is it acceptable to provide a third party or customer with an invoice that shows an amount higher or lower than the amount actually charged?

A:  No.  All invoices Zippo issues must reflect the actual price at which the invoiced products or services are sold/provided.  This is true regardless of the reason given by the customer or third party regarding the purpose of the invoice.

 

Q: What if a Government Official threatens me or someone else with harm or detention unless I make a payment?

A: The health and safety of Zippo Employees is always top priority.  If an Employee’s health or safety could be at risk for failure to comply with such a threat, Zippo’s policies would not prohibit such payments to protect oneself or others.  Where such payment is made and as soon as the Employee is out of harm, the payment should be reported in accordance with Zippo reporting guidelines.

 

Q: A Zippo customer or third party  is asking for a payment that appears to be a bribe, but it is not clear whether the payment would be prohibited under local laws.  Can I make the payment?

A: Such payments should not be made without first contacting the Legal Department to determine whether the payment is appropriate or might violate this Policy, local laws, or any other laws applicable to Zippo.