Anti-Corruption and Bribery Policy

1. Policy statement

1.1

It is the policy of Bio-Rad to conduct all of its business in an honest and ethical manner. The Company takes a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships operating, implementing and enforcing effective systems to counter bribery.

1.2

Bio-Rad will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which the Company operates.

1.3

The purpose of this policy is to:

(a) set out Bio-Rad’s responsibilities, and of those working for the Company , in observing and upholding our position on bribery and corruption; and
(b) provide information and guidance to those working for the Company on how to recognise and deal with bribery and corruption issues.

1.4

Bribery and corruption are punishable for individuals by up to ten years' imprisonment and if Bio-Rad is found to have taken part in corruption it could face an unlimited fine, be excluded from tendering for public contracts and face damage to the Company’s reputation. Bio-Rad therefore takes the legal responsibilities very seriously.

1.5

In this policy, third party means any individual or organisation you come into contact with during the course of your work for the Company, and includes actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies, including their advisors, representatives and officials, politicians and political parties.

2. Who is covered by the policy?

This policy applies to all individuals working at all levels and grades, including senior managers, officers, directors, employees (whether permanent, fixed-term or temporary), consultants, contractors, trainees, seconded staff, home workers, casual workers and agency staff, volunteers, interns, agents, sponsors, or any other person associated with the Company, or any of its subsidiaries or their employees, wherever located (collectively referred to as workers in this policy).

3. What is bribery?

A bribe is a form of corruption involving inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage.

4. Gifts and hospitality

4.1 General principles:

It is not acceptable for you (or someone on your behalf) to:

(a) give, promise to give, or offer, a payment, gift or hospitality with the expectation or hope that a business advantage will be received, or to reward a business advantage already given;
(b) give, promise to give, or offer, a payment, gift or hospitality to a government official, agent or representative to "facilitate" or expedite a routine procedure;
(c) accept payment from a third party that you know or suspect is offered with the expectation that it will obtain a business advantage for them;
(d) accept a gift or hospitality from a third party if you know or suspect that it is offered or provided with an expectation that a business advantage will be provided by us in return;
(e) threaten or retaliate against another worker who has refused to commit a bribery offence or who has raised concerns under this policy; or
(f) engage in any activity that might lead to a breach of this policy.

4.2 Receiving Gifts

(a) Business gifts may be accepted by you as courtesies where such are designed to build understanding and goodwill among business partners. In this context, during the traditional gift giving seasons, gifts of modest value may also be accepted, where refusal to accept might give offence. Gifts offered during the Christmas season should be donated to the company’s charity raffle.
(b) You can accept promotional items of £10/€10/$15, such as inexpensive pens, calendars, mugs etc. that bear a company’s name.
(c) You and/or your family members should never solicit personal advantages or gifts from firms or persons which arise directly or indirectly as a result of your association with the company. If such advantages or gifts are offered to you they may be accepted up to a level of £10/€10/$15 only.
(d) The value of gifts accepted in any year from any one source must not exceed £50/€50/$75. You are expected to disclose all individual gifts above these limits to your line manager OR to the Managing Director/General Manager and enter them into the Benefits Register.
(e) A gift which falls outside the parameters outlined above should be returned with a polite explanation stating that acceptance of the gift is not permitted under company policy. You must discuss this with the Managing Director/General Manager before doing so.
(f) When you are a guest in another country and if the gift is being offered as part of a public occasion it is best to accept the gift on behalf of the company. In such situations, you should enter the gift on the Benefits Register, report the gift to your manager, and hand it over to the company if requested to do so.

4.3. Providing Gifts

(g) You should not give any money or any gift to any Director, executive, official or employee of any supplier, customer or any other organisation if doing so would influence or could reasonably give the appearance of improperly influencing an organisation’s relationship with the company. You may provide a gift of a nominal value if it falls within the parameters set out above in relation to receiving gifts with the prior consent of your line manager OR the Managing Director/General Manager.
(h) The Company appreciates the practice of giving business gifts varies between countries and regions and what may be normal and acceptable in one region may not be in another. The test to be applied is whether in all the circumstances the gift or hospitality is reasonable and justifiable. The intention behind the gift should always be considered.

5. Hospitality

5.1

Entertainment of you and other staff/employees by suppliers or customers is acceptable within normal commercial criteria where such are designed to build understanding and goodwill among business partners. However, business entertainment must be moderately scaled and clearly intended to facilitate business goals. The criteria are defined as follows:

(a) Business entertainment in the form of meals and beverages at a local venue is acceptable as long as it is appropriate, modest and infrequent;
(b) The type of hospitality must comply with local law;
(c) A ticket for a sports event (such as football, golf, racing, etc.) or other public entertainment at a local venue may be accepted;
(d) Attendance at such events should be regarded with discretion and not become habitual;
(e) The number of people representing the company at such events should be kept to a minimum and such representatives should always behave in an appropriate manner;
(f) Identification in a public way of you with a particular supplier/vendor should be avoided;
(g) Under no circumstances may cash or cash vouchers be accepted by any staff member;
(h) Entertainment should, as far as possible, be on an equivalent and reciprocal basis;
(i) Overnight accommodation and foreign trips as hospitality are not permitted.

5.2

An offer of entertainment which falls outside these parameters should be declined with a polite explanation stating that acceptance of the offer is not permitted under Company policy.

5.3. Providing Hospitality

(a) Entertainment by you of customers, suppliers and other parties is acceptable within normal commercial criteria where such are designed to build understanding and goodwill among business partners. However, company business entertainment must be moderately scaled and clearly intended to facilitate business goals. The parameters outlined above in relation to receiving business entertainment apply equally to business entertainment provided by the company.

6. Facilitation payments and kickbacks

6.1

Bio-Rad does not make, and will not accept, facilitation payments or "kickbacks" of any kind. Facilitation payments are typically small, unofficial payments made to secure or expedite a routine government action by a government official. They are not commonly paid in the countries the Company is based in, but are common in some other jurisdictions in which we operate.

6.2

If you are asked to make a payment on the Company’s behalf, you should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. You should always ask for a receipt which details the reason for the payment. If you have any suspicions, concerns or queries regarding a payment, you should raise these with the Managing Director/General Manager/the Code of Conduct Site Advisor or the Code of Conduct Committee.

6.3

Kickbacks are typically payments made in return for a business favour or advantage. All workers must avoid any activity that might lead to, or suggest, that a facilitation payment or kickback will be made or accepted by the Company.

7. Donations

Bio-Rad does not make contributions to political parties. The Company only makes charitable donations that are legal and ethical under local laws and practices. No donation must be offered or made without the prior approval of the Managing Director/General Manager.

8. Your responsibilities

8.1

You must ensure that you read, understand and comply with this policy.

8.2

The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for the Company or under its control. All workers are required to avoid any activity that might lead to, or suggest, a breach of this policy.

8.3

You must notify the Code of Conduct Site Advisor or the Code of Conduct Committee as soon as possible if you believe or suspect that a conflict with this policy has occurred, or may occur in the future. For example, if a client or potential client offers you something to gain a business advantage with the Company, or indicates to you that a gift or payment is required to secure their business.

8.4

Any employee who breaches this policy will face disciplinary action, which could result in dismissal for gross misconduct. The Company reserves the right to terminate the contractual relationship with other workers as referred to in section 2 if they breach this policy.

9. Record-keeping

9.1

The Company must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties.

9.2

You must declare and keep a written record of all hospitality or gifts accepted or offered within the Benefits Register, which will be subject to managerial review.

9.3

You must ensure all expenses claims relating to hospitality, gifts or expenses incurred to third parties are submitted in accordance with the Company’s expenses policy and specifically record the reason for the expenditure.

9.4

All accounts, invoices, memoranda and other documents and records relating to dealings with third parties, such as clients, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness. No accounts must be kept "off-book" to facilitate or conceal improper payments.

10. How to raise a concern

You are encouraged to raise concerns about any issue or suspicion of malpractice at the earliest possible stage. If you are unsure whether a particular act constitutes bribery or corruption, or if you have any other queries, these should be raised with the Code of Conduct Site Advisor or the Code of Conduct Committee. Concerns should be reported by following the procedure set out in the Whistleblowing Policy. A copy of the Whistleblowing Policy can be found on the Company intranet.

11. What to do if you are a victim of bribery or corruption

It is important that you tell the Code of Conduct Site Advisor or the Code of Conduct Committee as soon as possible if you are offered a bribe by a third party, are asked to make one, suspect that this may happen in the future, or believe that you are a victim of another form of unlawful activity.

12. Protection

12.1

Workers who refuse to accept or offer a bribe, or those who raise concerns or report another's wrongdoing, are sometimes worried about possible repercussions. The Company aims to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken.

12.2

The Company is committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in bribery or corruption, or because of reporting in good faith their suspicion that an actual or potential bribery or other corruption offence has taken place, or may take place in the future. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. If you believe that you have suffered any such treatment, you should inform the Code of Conduct Site Advisor or the Code of Conduct Committee immediately.

13. Training and communication

13.1

Training on this subject forms part of the induction process for all new workers. All existing workers will receive regular, relevant training on how to implement and adhere to this policy.

13.2

Bio-Rad’s zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors and business partners at the outset of our business relationship with them and as appropriate thereafter.

14. Who is responsible for the policy?

14.1

The board of directors has overall responsibility for ensuring this policy complies with our legal and ethical obligations, and that all those under our control comply with it.

14.2

The Code of Conduct Committee has primary and the Managing Director/General Manager day-to-day responsibility for implementing this policy, and for monitoring its use and effectiveness and dealing with any queries on its interpretation. Management at all levels are responsible for ensuring those reporting to them are made aware of and understand this policy and are given adequate and regular training on it.

15. Monitoring and review

15.1

The Code of Conduct Committee will monitor the effectiveness and review the implementation of this policy, regularly considering its suitability, adequacy and effectiveness. Any improvements identified will be made as soon as possible. Internal control systems and procedures will be subject to regular audits to provide assurance that they are effective in countering bribery and corruption.

15.2

All workers are responsible for the success of this policy and should ensure they use it to disclose any suspected danger or wrongdoing.

15.3

Workers are invited to comment on this subject and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to the Code of Conduct Site Advisor or the Code of Conduct Committee.

15.4

This policy does not form part of any employee's contract of employment and it may be amended at any time.