Section 4.0306-00 Compliance with Laws, Rules and Regulations Inducements,
Entertainment, and Gifts
Subsection 4.0306-01 Public Disclosure
It is of critical importance that NCBA CLUSA’s filings with government agencies be accurate and timely. NCBA CLUSA employees may be called upon to provide information to assure that NCBA CLUSA’s public reports are complete, fair, and understandable. NCBA CLUSA expects all of its employees to take this responsibility very seriously and to provide information that is accurate, complete, objective, relevant, timely, and understandable to ensure full, fair, accurate, timely,and understandable disclosure in reports and documents that NCBA CLUSA files with, or submits to, government agencies and in other public communications.
Subsection 4.0306-02 Proprietary Information
Proprietary information includes any and all information and materials that are non-public and/or proprietary to NCBA CLUSA (including information developed or obtained by employees during the course of their work for NCBA CLUSA), NCBA CLUSA information and materials not generally known by non-NCBA CLUSA personnel, and confidential or proprietary information of third partiesdisclosed to NCBA CLUSA. More specifically, proprietary information includes, but is not limited to the following types of information and other information of a similar nature (whether or not reduced to writing): pricing policies, customer information (including past, present and potential member names), information regarding partners, suppliers, business associates and representatives, discoveries, ideas, concepts, research, development, processes, procedures, marketing techniques and materials, marketing and development plans, and financial information. Proprietary information also includes;
(i) Any information described above that NCBA CLUSA obtains from another party and which NCBA CLUSA treats as proprietary or designates as confidential information, whether or not owned or developed by NCBA CLUSA, and
(ii) Any inventions or ideas by a person or entity that embody any confidential information. NCBA CLUSA’s business and business relationships center on the confidential and proprietary information of NCBA CLUSA and the confidential and proprietary information of those with whom we do business including partners, members and clients. Each employee has the duty to respect and protect the confidentiality of all such information. The disclosure or use of confidential and proprietary information, whether NCBA CLUSA’s or a third party’s, may be covered by a written agreement. In addition to the obligations imposed by any such agreement, all employees should comply with the following requirements:
- Confidential information should be disclosed only to those NCBA CLUSA employees who need to access it to perform their jobs at NCBA CLUSA;
- Confidential information of a third party should not be used or copied by any NCBA CLUSA employee, or disclosed outside of NCBA CLUSA, except to the extent the same may be permitted by a written agreement between NCBA CLUSA and the third party;
- Unsolicited third-party confidential information should be refused or, if inadvertently received by an employee, returned unopened to the third party or transferred to Human Resources Department for appropriate disposition;
- Employees must refrain from using any confidential information belonging to any former employers (with the exception of any such information properly acquired by NCBA CLUSA), and such information must never be brought to NCBA CLUSA or provided to other NCBA CLUSA employees;
- When working with proprietary information that you can touch (such as documents, drawings, pictures, graphics, software, hardware, graphs, charts, or disks), you must make sure that the proprietary information is labeled as “Confidential and Proprietary to NCBA CLUSA” (for example, within the document footer). Marking information as confidential and proprietary is one of the most efficient and effective ways of protecting NCBA CLUSA intellectual property;
- NCBA CLUSA employees must also be careful not to be overheard when discussing confidential matters. Be particularly mindful in elevators, restaurants, airplanes, restrooms or other public areas. Employees must also be careful while speaking about business with family members or friends because even innocent conversations may lead to accidental public disclosure of proprietary information. It is also important that employees respect the property rights of others. Accordingly, you must not acquire or seek to acquire by improper means another party’s trade secrets or other proprietary or confidential information. Employees also must not engage in unauthorized use, copying, distribution or alteration of software or copyrighted materials or otherwise violate the intellectual property rights of others.
Subsection 4.0306-03 Laws, Regulations and Government Related Activities
As an international U.S.-based organization, NCBA CLUSA is subject to laws and regulations both in the U.S. and abroad. Violation of governing laws and regulations is both unethical and subjects NCBA CLUSA to significant risk, including in the form of fines, penalties, and damaged reputation. It is expected that each employee will comply with all applicable laws, regulations and corporate policies.
The economies of the United States and of most countries in which NCBA CLUSA does business are based on the principle of a free competitive market. To assure that this principle is maintained in the marketplace, most countries have laws prohibiting certain business practices that could inhibit effective competition. The antitrust laws are broad and far-reaching. They touch upon and affect virtually all aspects of NCBA CLUSA’s operations. NCBA CLUSA fully embraces all antitrust laws and avoids conduct that may even give the appearance of being questionable under those laws. Each employee should be familiar with these laws and keep them in mind while going about his/her job, because the penalties for violations can be quite serious; both to NCBA CLUSA and to the individual. Whether termed antitrust, competition, or free trade laws, the rules are designed to keep the marketplace thriving and competitive.
In all cases where there is question or doubt about a particular activity or practice, please contact the Human Resources Department before proceeding.
Foreign Corrupt Practices Act
NCBA CLUSA requires full compliance with the U.S. Foreign Corrupt Practices Act (“FCPA”) by all of its employees, consultants, subcontractors, agents, and other partners. The FCPA’s anti-bribery and corrupt payment provisions make illegal any corrupt offer, payment, promise to pay, or authorization to pay any money, gift, or anything of value to any Foreign Official, or any foreign political party, candidate or official, for the purpose of:
- Influencing any act, or failure to act, in the official capacity of the recipient, in order to obtain or retain business for anyone, or direct business to anyone; or
- Inducing the recipient to use influence to affect a decision of a foreign government or agency, in order to obtain or retain business for anyone, or direct business to anyone.
“Foreign Official” means any officer or employee of a non-U.S. government, a public international organization, or any department or agency thereof, or any person acting in an official capacity for such an entity. “Foreign Official” also includes employees of state owned enterprises, such as a postal service, incumbent telephone organization, national state owned airline, or other national state owned organization. The term also includes local officials, who may be representing a province, city or region of a country. The FCPA applies to payments to any Foreign Official, regardless of rank or position.
Payments, offers, promises or authorizations to pay any other person, U.S. or foreign, are likewise prohibited if any portion of that money or gift will be offered, given or promised to a Foreign Official or foreign political party candidate or official for any of the illegal purposes outlined above.
FOR EXAMPLE: A payment to an organization owned by a Foreign Official or to a partner who will provide some or all of the payment to the Foreign Official could implicate the FCPA.
Any failure to report a transaction, mischaracterization of a transaction (i.e. disguising the payment of a bribe or other improper payment), or creation of any false or inaccurate documentation even if it has no impact on the revenues or obligations of the corporation (i.e. creation of a false invoice to accommodate a foreign customer’s request), is strictly prohibited.
Also, any use of corporate funds, or access to corporate assets, without proper authorization, is also strictly prohibited.
All employees, regardless of their work location, are responsible for ensuring that NCBA CLUSA complies with the FCPA. All managers and supervisory personnel are expected to monitor continued compliance with the FCPA.
Any action in violation of the FCPA is prohibited. Any employee who becomes aware of apparent FCPA violations, should notify the NCBA CLUSA Human Resources Department immediately. Violators of the FCPA are subject to severe criminal penalties, including fines and jail time, and may be subject to disciplinary action by the NCBA CLUSA up to and including to termination of employment.
Employees should understand that special requirements might apply when contracting with any government body (including national, state, provincial, municipal, or other similar government division in local jurisdictions) because government officials are obligated to follow specific codes of conduct and laws. Special care must be taken in government procurement. Some key requirements for doing business with a governmental entity are the following:
- Accurately representing which NCBA CLUSA services are covered by government contracts or grants;
- Not offering or accepting kickbacks, bribes, gifts, gratuities or anything else of value with the intention of obtaining favorable treatment from the recipient (a gift that is customary in the business sector may be perceived as a bribe by a government official);
- Not improperly soliciting or obtaining confidential information, such as sealed competitors’ bids, from government officials prior to the award of a contract;
- Hiring present and former government personnel may only occur in a compliance with applicable laws and regulations in consultation and approval by NCBA CLUSA Human Resources; and
- Billing for services in a timely and accurate manner. In the event that NCBA receives an overpayment, NCBA will comply with the reporting under the Mandatory Disclosure rule, if applicable.
Lobbying, Advocacy, and Political Contributions
Employees are encouraged to fully meet their individual civic and political responsibilities, except, however, for participation in any activities that constitute (or could be construed as) lobbying any government to amend and/or add new regulations or laws specifically favoring the NCBA CLUSA. NCBA CLUSA employees, especially those who are U.S. citizens, should be particularly concerned with engaging in any activities that might be construed as lobbying or political activity in another country.
There is a delicate line between involvement in national politics and advocating the development of national policies. "Technical" issues can often become political issues. Only personnel authorized by NCBA CLUSA to conduct lobbying activities within the IRS guidelines for 501(c)(6) organizations shall participate in any such activities. All time and costs dedicated to lobbying shall be strictly accounted for and properly segregated.
None of NCBA CLUSA’s assets, including employees’ work time, use of NCBA CLUSA premises, use of NCBA CLUSA equipment, or direct monetary payments using NCBA CLUSA funds may be contributed to any political candidate, political action committees (aka “PACs”), party, or ballot measure. Of course, NCBA CLUSA employees may participate in any political activities of their choice on an individual basis, with their own money and on their own time.
Using Third-Party Copyrighted Material
Employees may sometimes need to use third-party copyrighted material to perform their jobs. Before such third-party material may be used, and unless NCBA CLUSA holds the copyright for such material, appropriate authorization from the copyright holder must be obtained, and the employee must also obtain all necessary permits and licenses as well as acknowledgement of the source, if required. The need for such permission may exist whether or not the end product containing third-party materials is for personal use, for NCBA CLUSA internal use or other use. It is against NCBA CLUSA policy and it may be unlawful for any employee to copy, reproduce, scan, digitize, broadcast, or modify third-party copyrighted material when developing products, promotional materials or written communication (such as manuals, presentations, etc.), unless written permission from the copyright holder has been obtained prior to the proposed use and appropriate acknowledgement has been made, if required. Improper use could subject both NCBA CLUSA and the individuals involved to possible civil and criminal actions for copyright infringement. It is against NCBA CLUSA policy for employees to use NCBA CLUSA’s facilities for the purpose of making or distributing unauthorized copies of third-party copyrighted materials for personal use or for use by others.