Legrand Group Guide to Good Business Practices · 2017. 11. 22. · particula respect g within our...

Legrand Group Guideto GoodBusiness Practices

OUR CULTURE AND COMMITMENTS

Charte Pratiques com_EN.indd 1 28/09/12 16:30

Ethical behaviourGroup’s fundamparticularespect gwithin our

By adoptCharter,the impocompetitspecify thepractices as mentioned in ourCharter o

The sprepracticespermanentcustomerpartners,them in athat might be incproper busines

The Legruncomproppositiothey shallform wha

The spreadingbusiness practices

of a wider permanentto respect our cus

suppliers and businespartner


Ethical behaviour is one of ourGroup’s fundamental values. Itparticularly requires us all torespect good business practiceswithin our Group.

By adopting the Fair CompetitionCharter, the Group has reaffirmedthe importance of fair and healthycompetition, and this guide aims tospecify the rules for good businesspractices as mentioned in ourCharter of Fundamental Principles.

The spreading of good businesspractices is part of a widerpermanent effort to respect ourcustomers, suppliers and businesspartners, and to avoid involvingthem in any commercial activitiesthat might be incompatible withproper business ethics.

The Legrand Group is thereforeuncompromising in terms of itsopposition to corruption and fraud:they shall not be tolerated in anyform whatsoever.

All the Group’s employees mustcommit to respecting the principlesset forth in this guide. Each personmust exemplify this commitment totheir colleagues and partners.

The Group’s Chief financial officersand Ethics representatives areavailable at all times to answerquestions or to provide advice.

I therefore wish to remind each andevery one of you of the importanceof respecting the good businesspractices laid down throughout thisguide and request that you applythem consistently.

I am counting on your commitment.

Gilles SchneppChairman and CEO

The spreading of goodbusiness practices is part

of a wider permanent effortto respect our customers,

suppliers and businesspartners


Legrand Group Guideto GoodBusiness Practices

1. Introductio

How shouWhy has

2. Prohibi

Corruptio- Corruption- CorruptiFraudMoney laViolationsand financial

3. Practthe cir

FacilitatLobbyingGifts andMealsEntertaiDonations

4. Practispecia

CollaborSituations

5. Concl


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1. Introduction

How should this guide be used 5Why has this guide been introduced 6

2. Prohibited Practices

Corruption:- Corruption in relationships with public authorities 10- Corruption in relationships with customers, suppliers and partners 10Fraud 12Money laundering 13Violations of export regulation laws, violation of economicand financial sanctions, embargos and blacklists 14

3. Practices the legality of which depends on the local legal context or onthe circumstances

Facilitating payments 17Lobbying and political contributions 18Gifts and services 18Meals 19Entertainment 20Donations to charitable causes 21

4. Practical recommendations: specific situations to which you should payspecial attention

Collaboration with business partners 23Situations involving possible conflict of interests 24

5. Conclusion 25

Summary


This guide prpractical advice

to help empltackle potential high

situations

n How should this gui

This guide to good busfocuses on the preventioand the fight againstextension of the CharPrinciples aiming to preferences and practihelp employees to tacsituations.

The dissemination and rGroup’s good businessin this guide are the reManagement of eachThey generally apply tGroup and its subsidiarto agents, consultantsparties working on bewell as to suppliers, pentities with which the

Each Group employeetheir level of authority,limit of their duties and rrules set out below, anare also applied withipersons for whom the


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This guide providespractical advice in order

to help employees totackle potential high risk

situations

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1. Introduction

n How should this guide be used?

This guide to good business practicesfocuses on the prevention of corruptionand the fight against fraud. It is a themedextension of the Charter of FundamentalPrinciples aiming to provide legalreferences and practical advice in order tohelp employees to tackle potential high risksituations.

The dissemination and respect of theGroup’s good business practices includedin this guide are the responsibility of theManagement of each entity in the Group.They generally apply to all employees of theGroup and its subsidiaries. They also applyto agents, consultants and other externalparties working on behalf of the Group, aswell as to suppliers, partners and otherentities with which the Group does business.

Each Group employee must, regardless oftheir level of authority, apply, within thelimit of their duties and responsibilities, therules set out below, and ensure that theyare also applied within their team or by thepersons for whom they are responsible.

Finally, it should be reiterated that a certainnumber of rules set out in this guide flowfrom legal or regulatory obligations, theviolation of which is likely to result in civilor even criminal liability for the offendingemployee and/or the Group.

We wish to draw your attention to the factthat this guide must not be considered asexhaustive and that the rules described init must, depending on the circumstances,be modified according to local laws andregulations.

Furthermore, in the event of doubt ordifficulty in understanding certain points,employees should feel free to contact theirimmediate superior, their Chief financialofficer or their Ethics representative inorder to be informed of the position to beadopted.

In the event of discrepancies between therules in this guide and certain practicesobserved locally, the rules of this guidemust prevail.


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n Why has this guide been introduced?

The laws and ethical standards of societyrequire it

The adoption of good business practicesand their strict respect throughout theGroup meet our Fundamental Principles,in accordance with the new requirementsof business ethics and transparency thathave appeared over the past ten years.

They comply with the commitmentsmade by the Group to supranationalorganisations and fall within theframework of the international texts ofreference, notably:

- the OECD Convention on CombatingBribery of Foreign Public Officials inInternational Business Transactions,

- OECD guidelines for multinationalcompanies,

- the United Nations Convention againstCorruption,

- the United Nations Global Compact, thetenth principle of which concerns the fightagainst corruption,

- various regional and local anti-corruption laws and regulations.

The OECD Convention on CombatingBribery of Foreign Public Officials inInternational Business Transactionsand the United Nations Conventionagainst Corruption have been ratified bya large number of countries and make

international corruption a punishablecriminal act in many of them.

Domestic and international laws andregulations on good business practices,and notably the fight against corruption,may expose the Group, its managementand representatives to serious criminaland civil sanctions.

Accordingly, Group employees may beliable to fines and imprisonment. Thesejudgments may even be accompanied byadditional sanctions such as the removalof personal and/or professional freedoms,depending on the national authority.

Corruption is not just a criminal issue:a company can also be subject tocommercial sanctions

Commercial, financial or administrativesanctions can be issued against theGroup in the event of the aforementionedregulations being violated.

A company found guilty of corruptionmay be excluded from making tendersfor public works contracts. It may bedeclared ineligible for public support (e.g.COFACE guarantees and financing) orprivate financing (investment banks) andmay be banned from projects financed byinternational organisations (World Bank,Regional Development Bank, etc.) bybeing blacklisted. A company found guilty

of a criminal act may also be subject tdelisting from stock e

Additionally, all parties invmarkets in which we ofor guarantees in termstransparency before cbusiness transactions.that we respect a codeconduct which includesmeasures. Investors maudit these points duracquisitions.

Unacceptable behavioof transparency risk bGroup’s access to the

The risk to the compaextremely high

The risk of the detectioncorruption or fraud inand reputation must beIrreversible harm canas any presumed wropublic, even if no legal

Suspicion of corruptionthe confidence investoand suppliers have inadversely affect its pe

The deployment of ananti-fraud policy is theto perpetuate the Group’

The adoption of goodbusiness practices com-

plies with thecommitments made by

the Group tosupranationalorganisations


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orruption a punishableof them.

ernational laws andbusiness practices,against corruption,p, its managemento serious criminal

mployees may beo fines and imprisonment. These

be accompanied byadditional sanctions such as the removal

ofessional freedoms,depending on the national authority.

t a criminal issue:be subject tos

l or administrativesued against the

the aforementionedegulations being violated.

lty of corruptionom making tenders

tracts. It may beor public support (e.g.

and financing) orestment banks) andprojects financed byations (World Bank,

ment Bank, etc.) byompany found guilty

of a criminal act may also be subject todelisting from stock exchanges.

Additionally, all parties involved in themarkets in which we operate now askfor guarantees in terms of ethics andtransparency before committing to anybusiness transactions. Customers requirethat we respect a code of good businessconduct which includes anti-corruptionmeasures. Investors may choose toaudit these points during mergers andacquisitions.

Unacceptable behaviour or simply a lackof transparency risk being a barrier for theGroup’s access to the majority of markets.

The risk to the company’s reputation isextremely high

The risk of the detection of acts ofcorruption or fraud in terms of imageand reputation must be underlined.Irreversible harm can be done as soonas any presumed wrongdoings are madepublic, even if no legal violation is proven.

Suspicion of corruption alone can unsettlethe confidence investors, banks, clientsand suppliers have in the Group andadversely affect its performance.

The deployment of an anti-corruption andanti-fraud policy is therefore fundamentalto perpetuate the Group’s activities. The

strict respect of this policy will enable theGroup to develop its customer and partnerrelationships, enhance its image in themarket and reduce the risks of incurringany legal liability on its own behalf or thatof its employees.


Bribes, illegal paymentscommissions, fraudul

practices, money launderingand violations of

export regulations, embaror blacklists are consider

as serious violationsstrictly pr

n Corruption:

It is considered to befor anybody to propose,to do so, or to enlist an agent, csubcontractor or otheon his/her behalf to ptime, directly or indirin the public or privatoffers, promises, giftbenefits, for the persoor for another personrecipient to accomplisaccomplishing an acther duties.

Furthermore, anybodyto a person who requessame conditions, alsoof corruption.

Laws also punish influencwhich aims to obtainthat they abuse theirsupposed influence ifavourable decision. Laws also punishextortion, which cons

Each employee mofficer or their Ethicshave regarding et

By following thisexamine the mattbefore an offence


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Bribes, illegal payments andcommissions, fraudulent

practices, money launderingand violations of laws on

export regulations, embargosor blacklists are considered

as serious violations and arestrictly prohibited

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n Corruption:

It is considered to be an act of corruptionfor anybody to propose, without the rightto do so, or to enlist an agent, consultant,subcontractor or other person actingon his/her behalf to propose, at anytime, directly or indirectly, to someonein the public or private sector, anyoffers, promises, gifts, presents orbenefits, for the person him/herselfor for another person, in order for therecipient to accomplish or abstain fromaccomplishing an act falling within his/her duties.

Furthermore, anybody giving any benefitto a person who requests it, under thesame conditions, also constitutes an actof corruption.

Laws also punish influence peddling,which aims to obtain from someonethat they abuse their genuine orsupposed influence in order to obtain anyfavourable decision. Laws also punishextortion, which consists in making the

award of business (or of a contract, anadministrative decision, etc.) conditionalon the provision of undue compensation,wherein the company subjected to thepractice has no other choice if they wantto close the deal.

Corruption may therefore concernrelations with business partners aswell as with public officials. Certainlaws apply specifically to corruption inthe public sector but the Group’s fightagainst corruption also applies to theprivate sector.

Accordingly, corruption can be director indirect through the intervention orcollusion of a third party. The incitementto commit acts of corruption or collusionin such acts also constitutes an act ofcorruption.

These offences are punishable with finesand/or imprisonment.

2. Prohibitedpractices

Each employee must consult their direct superior, their Chief financialofficer or their Ethics representative, with regard to any concerns they mayhave regarding ethical or legal requirements in connection with business.

By following this process, the employee gives the Group the opportunity toexamine the matter brought to its attention and, if necessary, to remedy itbefore an offence is committed.

Basic steps to be taken


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All forms of corruption,whether activ

passive, arewithin the Legrand

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• Corruption in relationships with publicauthorities

The international nature of Groupactivities may lead certain employees toenter into contact with public officials oradministrative bodies. Local regulationscan sometimes even be more restrictivethan the rules set out below.

In general, you should never proposeanything to a public official or civilservant, either directly or via anintermediary, in exchange for favourabletreatment.It is important to note that individualsemployed by companies, universities,utilities and other organizations thatare owned, in whole or in part, by agovernment are also considered “publicofficials”. So care must be taken wheninteracting with such individuals.You must contact the Chief financialofficer in order to receive informationon the existing rules and the mannerin which they must be respected in allsituations involving relationships withpublic officials.

- Bribes

A ‘bribe’, a ‘sweetener’, or ‘hush-money’ are common terms to describesomething of value that is offered toa public official or that is offered toinfluence a discretionary decision.

A bribe can often consist of a paymentmade to incite an official to awardor continue to award a contract or toinfluence the result of a verification orinspection made by an inspection orcontrol authority.Many countries have enacted laws thatrender the corruption of public officialsa criminal offence and prohibit bribery.Sanctions may be very severe andinclude penalties for companies andcriminal convictions for individuals.

• Corruption in relationships withcustomers, suppliers and partners

- Illegal payments and commissions

All companies must concludetransactions in full respect of applicablelaws. Business relationships withsuppliers, subcontractors, intermediariesor customers must be transparent andbased on a clearly defined contractualframework (general or special termsand conditions, specific contract…) whichclarifies the full characteristics of thebusiness relationship.

Hidden commissions and illegalpayments are formally prohibited withinthe Group.

By virtue of this principle, only servicespermitted by the law and which are realshould be remunerated. Remuneration

must always be the cservice actually provideddisproportionate.

Each payment must apresentation of an invthe payment approval manager, primarilby bank transfer to thecustomary commerciafor the amount featuin accordance with theprovisions. Paymentssubsidiaries that arepurchasers of productsrecipients of services, and paymentsmade in locations diffwhich products or servicshould be avoided.

The payment of bribes isstrictly prohibited

Only services whiremuneration mu

To justify all paymimportant to be eexpenditure due iauditable in all cases.

Payments by chequelaws and regulationsrequired level of authority, and mus


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All forms of corruption,whether active or

passive, are bannedwithin the Legrand Group

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nsist of a paymente an official to award

a contract or toof a verification oran inspection or

enacted laws thatorruption of public officials

e and prohibit bribery.ery severe and

companies andfor individuals.

ationships withs and partners

nd commissions

concludeespect of applicable

ationships withctors, intermediaries

be transparent anddefined contractual

or special termsific contract…) which

haracteristics of theonship.

and illegally prohibited within

inciple, only servicesand which are real

ted. Remuneration

must always be the counterpart of aservice actually provided and must not bedisproportionate.

Each payment must also be made afterpresentation of an invoice, approved bythe payment approval manager, primarilyby bank transfer to the partner’scustomary commercial bank account andfor the amount featured on the invoicein accordance with the contractualprovisions. Payments to affiliates orsubsidiaries that are not the actualpurchasers of products or the actualrecipients of services, and paymentsmade in locations different from those towhich products or services are deliveredshould be avoided.

Any discounts and rebates must begranted for business purposes asdefined in the sales policy of the entityin question, in accordance with Groupprocedures and within a well-definedcontractual sales framework (generalor special terms of sale, specific salesagreement, etc.).

It is important to note that the principlesreferred to in this section apply equallyto transactions for goods and servicesreceived from suppliers as well as goodsand services offered to customers

Only services which are actually provided may be remunerated and theremuneration must be reasonable and proportionate.

To justify all payments made to, or received from a third party, it isimportant to be extremely vigilant of ancillary benefits or additionalexpenditure due in a contract. They must be justified, traceable andauditable in all cases.

Payments by cheque and in cash must be made in compliance with locallaws and regulations, must have received prior authorisation by therequired level of authority, and must remain exceptional.



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All forms of fraud arebanned within the

Legrand Group

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n Fraud:

Fraud consists of deliberately deceivingsomeone in order to obtain an illegitimatebenefit or to avoid a legal obligation.Fraudulent behaviour therefore supposesan element of intent and a process ofconcealment of the unauthorised action.

In practice, fraud can be an actionor an omission. It generally relies onfalsification of documents and cannotably consist of misappropriation offunds, misappropriated use of materialsor incorrect reports or accounts.

Acts of fraud are always classified in lawin the form of specific offences: theft,swindling, misappropriation of funds,fraudulent use of corporate propertyand breach of trust, falsification anduse of falsified documents, withholdingof evidence or concealment of income.Acts of fraud include knowingly assistingothers in fraud, for example, by accedingto inappropriate sales, billing or inventorypractices at another’s request in order tofalsify when, where or for what purpose atransaction was undertaken.

These offences are punishable with finesand/or prison sentences. All forms offraud are banned within the LegrandGroup.

Any act of fraud is punishable by thesanctions provided for in the applicableinternational and/or local legislation andby the Group’s internal rules.

n Money laundering:

Money laundering is aconsists in concealingfunds generated through

The Group has adopteprocedures aiming tobusiness transactionsbeing used for the purlaundering or for finaThese procedures makto detect and preventinvolvement in an illici

Each employee mfinancial internalany suspicious operan offence is com

Each Group entityCustomer procedlegal entities blac311) or the Europ


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e punishable with finesces. All forms of

e banned within the Legrand

unishable by theor in the applicablelocal legislation andal rules.

n Money laundering:

Money laundering is an offence thatconsists in concealing or convertingfunds generated through illegal activities.

The Group has adopted internal controlprocedures aiming to prevent thebusiness transactions it performs frombeing used for the purposes of moneylaundering or for financing terrorism.These procedures make it possibleto detect and prevent any form ofinvolvement in an illicit process.

Each employee must be aware of and comply with the administrative andfinancial internal control procedures in force within the Group and reportany suspicious operations in order to enable the Group to take action beforean offence is committed.

Each Group entity must be aware of and comply with the Know YourCustomer procedure, which prohibits any transactions with individuals orlegal entities blacklisted by the united States (OFAC Sdn, OFAC PLC, section311) or the European union.



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n Violations of export regulation laws :

As a result of its global presence, theGroup must strictly comply with all theinternational laws and regulations thatare applicable to it in terms of exportregulations and notably in terms of theaward of permits and import/exportdocuments.

It must ensure the legality of each of itsactivities and notably of its exports byverifying that the type, destination anduse of its products are not the subject ofrestrictions or bans.

n Violation of economic and financialsanctions, embargos and blacklists:

In addition to laws on export regulations,specific sanctions may be imposedupon certain countries (embargoes) orcertain specifically-designated entitiesor individuals either multilaterally inthe case of a United Nations resolutionor European Union regulation, orunilaterally by certain States.

These sanctions may take a variety offorms, such as restrictions or bans on:• import or export operations with thesanctioned countries,• travel to or from a sanctioned country,• new investments in a sanctionedcountry,• financial transactions and negotiationsinvolving a sanctioned country,and are liable to restrict the Group’sability to do business in certain countriesor with certain entities or individuals.

For example, a sanction measure maystipulate the award of a permit priorto shipment or otherwise a ban onexporting, depending on the type ofproduct, the identity of the client, the enduse or the country of destination of theproduct.

It is important to check whether projectsinvolving consulting services, productdevelopment, engineering or IT serviceswith commercial or public partners eitherdomestically or in other countries mayinclude citizens

of any country or indivithemselves subject toor black list. If this prsuch individuals or servicneed to be excluded

The violation of suchGroup and the employsevere sanctions suchsentences or the withrights.

The Group must ensurethe legality of its exports

For the purposes of every business activity, notably in the case of export,each entity must ensure the respect of the internal control rules on exportregulations.

The Legrand Grouto the country riscompliance with tunited States andEach entity must



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may take a variety oftrictions or bans on:

perations with theries,

sanctioned country,n a sanctioned

ions and negotiationsd country,

trict the Group’ss in certain countriesies or individuals.

tion measure mayd of a permit prior

o shipment or otherwise a ban onxporting, depending on the type ofoduct, the identity of the client, the end

destination of the

eck whether projectsservices, product

neering or IT servicespublic partners either

other countries may

of any country or individuals who arethemselves subject to sanction, embargoor black list. If this proves to be the case,such individuals or service providersneed to be excluded

The violation of such laws exposes theGroup and the employees involved tosevere sanctions such as fines, prisonsentences or the withdrawal of exportrights.

Currently, due to the particularly strictsanctions applicable in certain countries,the Group has adopted lists of countriesin which it specifies restrictions on itsactivities.

The Group also makes no transactionswith people or entities included on theblacklists drawn up by the United Statesor the European Union.

case of export,rules on export

The Legrand Group has decided to put in place internal procedures relatingto the country risk in order to ensure that its activities are performed incompliance with the economic and financial sanctions introduced by theunited States and the European union in particular.Each entity must comply with these procedures.

eps to be taken



Make sure toyourself of applic

local lawsregulations

Certain practices madepending on the locon the circumstanceIt is therefore alwaysto obtain additional infrecommendations onapplicable local rules.activities involve offevalue, it may be prohito public officials. Makyourself of applicablregulations.

n Facilitating payment

These payments areor speed up mandatoryprocedures and formalities that publicofficials are in principlperform via normal lpayments are strictlycountries, but they mothers under strict co

You should checkservice, particula


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Make sure to informyourself of applicable

local laws andregulations

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3. Practices the legalityof which depends on thelocal legal context or onthe circumstances

Certain practices may be legal or illegaldepending on the local legal context oron the circumstances.It is therefore always necessaryto obtain additional information/recommendations on complying withapplicable local rules. Since all theseactivities involve offers of things ofvalue, it may be prohibited to offer themto public officials. Make sure to informyourself of applicable local laws andregulations.

n Facilitating payments:

These payments are used to facilitateor speed up mandatory administrativeprocedures and formalities that publicofficials are in principle required toperform via normal legal channels. Suchpayments are strictly forbidden in manycountries, but they may be tolerated inothers under strict conditions.

For information, such mandatoryadministrative formalities may include:• the issue of authorisations, permits orvisas;• the release of merchandise fromcustoms;• the processing of official documents..You should never try to conceal apayment. Please consult the Chieffinancial officer in order to check thelegality of a facilitating payment.Any payment, the legality of which hasbeen confirmed, must receive priorapproval from the General Manager ofthe Country in question. Finally, boththe payment and the amount must becorrectly documented.

You should check the legality of any payment with a view to obtaining aservice, particularly in the case of administrative or customs procedures.



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Pay particular attentionto gifts, meals or

entertainment in thecontext of business

relations

n Lobbying and political contributions:Any position in terms of public policythat could have a significant impact onthe Group or its operations on a nationalor international scale must receive priorapproval from Group Management.

Relationships with governments,legislative groups or internationalorganisations (such as the EuropeanUnion), lobbying or political contributionsmust receive prior approval from and becoordinated by Group Management.

n Gifts and services:

The offering or receipt of gifts andprovision of various services are signsof courtesy that do much to strengthena business relationship. It is recognisedthat in certain cultures, a businessrelationship may give rise to theexchange of gifts or services.

However, anti-corruption laws forbidboth the offering and the receipt of gifts,services or any other items of valueto/from a person with the intention ofgiving or receiving an undue benefit orof influencing a business decision or anyother action.

In general, any offering or receipt of giftsor provision of services must comply withthe following principles:

• It complies with local laws;

• The value of the gift or servicecorresponds to standard businesspractice, is reasonable and suitable forthe circumstances and occasion;

• It remains exceptional;

• The circumstances and value of the giftor service are not of a nature to arousesuspicion and cannot be interpreted asanti-competitive or a conflict of interests;

• The offering or receipt of the gift orprovision of the service is not intended toobtain an undue benefit or to influence abusiness decision or official action.

Additional precautions must be taken ifthe beneficiary holds decision-makingpowers or influence on an action thatwill impact company interests. Actionspotentially impacting company interestsmay be, for instance, any of the following:• award of an authorisation:• award of a contract;• award of a tender.

Any gift or service to a public official orassimilated person (remployees of state owned/cutilities, universities,etc) with the power toabout or to exert influencimpacting on the comstrictly forbidden.

All the costs and invopermissible gifts and servicregistered in the accototal transparency.

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Any lobbying, including any carried out within the framework of standardization,or political contributions must strictly respect national and internationalregulations, in total transparency and receive prior approval from GroupManagement.

You should refuse ansupplier who proposes or solicits a gift the vunder circumstances

In addition, you muoffering or receiving any gifts or servicapplicable within your

If, for reasons of pra meal that does noimmediate superioof the invitation, consu



19ering or receipt of gifts

es must comply withples:

cal laws;

t or servicendard business

le and suitable fornd occasion;

onal;

and value of the gifta nature to arouset be interpreted asconflict of interests;

eipt of the gift orice is not intended to

nefit or to influence as decision or official action.

ons must be taken ifdecision-making

e on an action thatinterests. Actionscompany interestsany of the following:

horisation:t;

Any gift or service to a public official orassimilated person (representatives/employees of state owned/controlledutilities, universities, hospitals, airports,etc) with the power to take decisionsabout or to exert influence over an actionimpacting on the company’s interests isstrictly forbidden.

All the costs and invoices relating topermissible gifts and services have to beregistered in the accounting registry, intotal transparency.

n Meals:

It is recognised that business meals area common occurrence all over the world.

In general, it is possible to accept or tooffer meals to a business partner underthe following circumstances:• the purpose of the meal is to exchangeprofessional information;• the frequency of meals is not greaterthan required for professional purposes;• the value of the meal is reasonableaccording to the circumstances and localpractices.

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of standardization,ernational

from Group

You should refuse and politely explain the Group’s rules to any customer orsupplier who proposes or solicits a gift the value or type of which does not, orunder circumstances that do not, comply with the aforementioned rules.

In addition, you must also refer to the rules drawn up by your management beforeoffering or receiving any gifts or services, as well as ensuring that the rulesapplicable within your partner’s company are respected.

If, for reasons of protocol or courtesy, an employee must accept or proposea meal that does not meet the aforementioned rules, they must inform theirimmediate superior beforehand and, in the event of doubt about the justificationof the invitation, consult the Chief financial officer or Ethics representative

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20n Entertainment:

In many cultures, leisure activities(e.g. concerts or sports events) forman integral part of business and makeit possible to strengthen businessrelations.

In general, an invitation to anentertainment event is acceptable underthe following conditions:

• It constitutes, in good faith, part ofdiscussions or a meeting, with thepurpose of discussing business mattersor developing better business relations;

• The business partner also participatesin the entertainment;

• It is exceptional and complies with localcustoms in terms of business-relatedentertainment;

• It is authorised by local law.

Additional precautions need to be takenif the beneficiary holds decision-makingor influencing power over a processlikely to impact company interests. Suchprocesses may, for instance, include :

• The awarding of an authorisation orpermit;

• The signature of a contract ;

• The awarding of a tender.

An invitation to an entertainment fora public official or assimilated personis in principle prohibited in the Group.Under exceptional circumstances andwhen authorised by the local laws,such an invitation may be approvedand authorised in compliance withthe internal local procedures of theconcerned entity.It will be strictly prohibited to extendsuch an invitation to a public officialor assimilated person with the powerto take decisions about or to exertinfluence over an action impacting on thecompany’s interests.

All the costs and invoices relating toany permissible entertainment must beregistered in the accounting registry, intotal transparency.

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• donations to charit

Donations are any iteby a company to suppcauses without the coany kind of commercform of compensationpurposes of its partnerregularly offers donations tSans Frontières (ElectriBorders), an internationalmainly focusing on dethe field of energy.

A donation is illegal iregarding corruption if it is intinfluence an official action or ensurundue benefit.

You should pay attention to these activities and ensure respect of theaforementioned rules.

donations to charitcauses are also regulat

Regular donationsessions.

In all cases whereobtain prior appro

In this event priorityacting to promote



21contract ;

tender.

entertainment forsimilated personted in the Group.

circumstances andthe local laws,

may be approvedmpliance withcedures of the

hibited to extendo a public official

son with the powere decisions about or to exert

action impacting on the

oices relating tortainment must beounting registry, in

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• donations to charitable causes:

Donations are any items of value offeredby a company to support charitablecauses without the company expectingany kind of commercial benefit or otherform of compensation in return. For thepurposes of its partnership, Legrandregularly offers donations to ElectriciensSans Frontières (Electricians WithoutBorders), an international social NGOmainly focusing on development work inthe field of energy.

A donation is illegal in view of rulesregarding corruption if it is intended toinfluence an official action or ensure anundue benefit.

Donations may be made under thefollowing conditions:

• They are made to individuals ororganisations whose objectives arecompatible with the Group’s FundamentalPrinciples.

• They are made and accounted fortransparently: payments in cash orto personal accounts are thereforeprohibited.

pect of the

donations to charitablecauses are also regulated

Regular donations must be recorded in the budget at annual budgetsessions.

In all cases where an exceptional donation must be made, it is important toobtain prior approval from Group Management.

In this event priority should be given to humanitarian associations or thoseacting to promote education.

eps to be taken



Be even moreand take the nec

precautionsbusiness partner

Certain situations mentcause the Group or itsin violation of the applregulations.

In such situations, evbe even more vigilantprecautions specifiedevent of doubt on theadopted, request asssuperiors.

n Collaboration with

Anti-corruption laws do not autdistinguish betweencompany and those oin the company’s nameThey often hold compactions of their emplbusiness partners.

Many of the Group’s activities invbusiness partners.

You must keep in minintermediary shouldto do something that yto do yourself. Any emplauthorises or encourto adopt inappropriat

It is essential to epartners comply w


23

Be even more vigilantand take the necessary

precautions withbusiness partners

4. Practicalrecommendations:specific situations towhich you should payspecial attention

Certain situations mentioned below maycause the Group or its employees to bein violation of the applicable laws andregulations.

In such situations, everyone mustbe even more vigilant and take theprecautions specified below and, in theevent of doubt on the behaviour to beadopted, request assistance from theirsuperiors.

n Collaboration with business partners:

Anti-corruption laws do not automaticallydistinguish between the actions of acompany and those of a person actingin the company’s name or on its behalf.They often hold companies liable for theactions of their employees, agents andbusiness partners.

Many of the Group’s activities involvebusiness partners.

You must keep in mind that anintermediary should never be assignedto do something that you are not allowedto do yourself. Any employee whoauthorises or encourages a third partyto adopt inappropriate behaviour while

working in the Group’s name is infringingthe Group’s rules and is likely to violateapplicable anti-corruption laws.

Accordingly, business partners mustbe carefully selected and suitablysupervised. All business partners mustrespect and apply the Group’s internalrules in conducting their activities.

In terms of service providers or businessintermediaries, the sums owed to themmust always constitute appropriateremuneration of the service actuallyrendered. No payments may be madein cash or without duly-approvedcontractual agreement. Paymentsare to be made in the country wherethe intermediary or service providerconducts their business or is registered.These payments must also be recordedin the Group accounts.

PRAC

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It is essential to ensure that the selection and supervision of businesspartners comply with internal control rules.



24

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n Situations involving possible conflictof interests:

A conflict of interests occurs when anemployee participates in activities orprioritises their personal interests to thedetriment of the Group’s interests.

In order to prevent situations involvingconflict of interests, employees mustpay particular attention to situations inwhich the objectivity of their professionaldecisions could be affected. This isparticularly the case for:

• Relationships with third parties

Any employee may have a friend orfamily member whose private interestsare linked to the Group’s business. Insituations where the objectivity of theemployee’s decision could be disputed,the employee must inform theirsuperiors of the existence of this link,

before any decision is taken, and abstainfrom any interference in the decision-making process.

• Duties, employment or activitiesoutside the company

Any investment in a competitor, supplieror client, whether through the purchaseof shares or through a professionalactivity, must be declared in advance tosuperiors. Indeed, this type of situationmay affect the objectivity incumbentupon all employees when they makecommitments on the Group’s behalf.

Every employee must take decisions in the best interests of the Group,without basing them on their own personal interests.

In general, employees should declare to their superiors, as soon aspossible, any situations liable to cause, or create the appearance of aconflict of interests. By acting accordingly, it is possible to assess the risksinvolved and take the necessary measures in order to prevent a conflict ofinterests from arising.


This Good Business Pdefines the ethical frwhich we wish to conbusiness. It constitutcore of values that allmust share and implgoing about their busithe basic rules and pto our behaviour within the Grthe relations we havesuppliers and the outside wgeneral.


25is taken, and abstaine in the decision-

yment or activitiesy

competitor, supplierthrough the purchase

a professionallared in advance to

this type of situationctivity incumbentwhen they make

Group’s behalf.

of the Group,

s soon asarance of aassess the risksent a conflict of

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5. Conclusion

This Good Business Practices Guidedefines the ethical framework withinwhich we wish to continue to dobusiness. It constitutes the commoncore of values that all Group employeesmust share and implement every day ingoing about their business. It sets outthe basic rules and principles relatingto our behaviour within the Group and inthe relations we have with our clients,suppliers and the outside world ingeneral.

The good practices featured in this guidewere established in accordance with thenew legal requirements of internationaltreaties, notably in terms of the fightagainst corruption. However, due toany specific legal requirements andpolicies introduced locally, entities areencouraged to extend and adapt themin a local context, in compliance withthe Group’s Charter of FundamentalPrinciples and with this guide,particularly wherever local rules aremore restrictive.


Group Internal Communicationand External Relations128, av. de Lattre de Tassigny87045 Limoges Cedex - FranceTel.: 33 (0)5 55 06 87 87Fax: 33 (0)5 55 06 88 88

ENSe

ptem

ber

2012


Legrand Group Guide to Good Business Practices · 2017. 11. 22. · particula respect g within our...

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