IAC expects all of its employees, including employees of its operating businesses and other subsidiaries, to maintain the highest ethical standards of business conduct and, toward that end, requires strict compliance with the anti-bribery laws of the United States and the other countries where IAC and its businesses operate, including the U.S. Foreign Corrupt Practices Act (the “FCPA”), the U.K. Bribery Act, and similar laws in other nations.
Purpose and Scope
This Policy (the “Anti-Bribery Policy”) summarizes the principal provisions of the FCPA and the U.K. Bribery Act, specifies prohibited practices under the law and the Policy, and requires all IAC businesses to ensure their compliance with this Policy and all applicable anti-bribery laws.
This Anti-Bribery Policy applies to all officers, directors, employees, and agents (“covered persons”) of IAC and its subsidiaries (collectively, the “Company”). The Policy supplements the IAC Code of Business Conduct and Ethics. All officers and employees of the Company may be required to certify on an annual basis that they have read and will comply with this Policy.
Covered persons with questions concerning the requirements or interpretation of this Anti-Bribery Policy should consult with their manager, the general counsel of their business, or the IAC Legal Department, as appropriate.
Summary of Anti-Bribery Laws
The FCPA (i) prohibits bribery, directly or indirectly, of non-U.S. government officials; (ii) requires that publicly traded companies and their subsidiaries implement accounting and record-keeping practices to ensure that corporate books and records accurately and fairly reflect all transactions and dispositions of assets; and (iii) requires companies to establish and maintain a system of internal controls to reasonably ensure that prohibited practices do not occur and will be detected if they do occur.
The U.K. Bribery Act prohibits the giving and taking of bribes in both the private and the public sectors. Specifically, the Act prohibits (i) bribery of foreign (non-U.K.) and U.K. public officials; (ii) bribery in general (i.e., commercial bribery); and (iii) acceptance or receipt of a bribe. The Act also criminalizes a company’s failure to prevent bribery, such as when a person “associated” with the company (e.g., an employee, agent, subcontractor, consultant, or joint venture partner) bribes another person to obtain or retain a business advantage for the company.
While the FCPA and the U.K. Bribery Act are leading examples of anti-bribery laws, many other nations have enacted similar laws prohibiting bribes and other improper payments to government officials and/or commercial bribery in their jurisdictions.
Prohibited acts and practices
IAC strictly forbids the following:
Government Bribery:
(1) any payment of money or giving anything of value, or any offer, promise, or authorization to pay money or give anything of value, to any Government Official, whether in the form of a commission, fee, gift, travel, lodging, entertainment, charitable or political contribution, or in any other form or by any other means, for the purpose of improperly obtaining or retaining business or gaining any competitive advantage; and
(2) any payment of money or giving anything of value to any person (e.g., agent, intermediary, representative, consultant, service provider, joint venture partner, broker, finder, or subcontractor) when it is known or there is reason to know that all or a portion of the payment or thing of value will be offered to a Government Official by any means for the purpose of improperly obtaining or retaining business or gaining any competitive advantage.
For purposes of this Policy, a Government Official is (i) any officer or employee, regardless of rank, of a foreign (non-U.S.) government, government department, or agency (including anyone who holds a legislative, executive, administrative, or judicial position of any kind, whether appointed or elected); (ii) any officer or employee of a public international organization (e.g., the United Nations, the European Union, or the World Bank); (iii) any officer or employee of a foreign government-owned or -controlled entity (such as a state-owned telecommunications or other company); (iv) any official of any non-U.S. political party, the political party itself, or any candidate for foreign political office; or (v) any person who exercises a public function or acts in an official capacity for or on behalf of any of the above.
Commercial Bribery: any payment of money or giving anything of value, or any offer, promise, or authorization to pay money or give anything of value, to any person or entity doing or potentially interested in doing business with IAC or one of its subsidiaries, when offered or given for the purpose of improperly influencing a business decision or action.
Receipt of Bribes: requesting, agreeing to accept, or accepting anything of value from any person or entity doing or seeking to do business with IAC or one of its subsidiaries, when offered or given for the purpose of improperly influencing a business decision or action.
Facilitation Payments: making any Facilitation Payment without the prior written approval of the general counsel of the relevant IAC business or the IAC Legal Department. For purposes of this Policy, a Facilitation Payment is a payment of a total of less than $100 to a low-level Government Official, for the sole purpose of securing or expediting the performance of a routine, non-discretionary governmental action, and where such payments are customary in the jurisdiction in which they are made.
False Books and Records: intentionally making false entries in any financial records, books, or supporting documents, including expense accounts; making any payment that, in whole or part, is used for purposes other than those described in the documents supporting or authorizing the payment; or maintaining any “offbook” accounts or “slush” funds.
Bribes and other improper payments should not be confused with reasonable and limited expenditures for gifts, business entertainment, or client or customer travel expenses directly related to legitimate business purposes such as the promotion of products or services or the negotiation and execution of contracts. Such expenditures are acceptable, provided that they comply with the guidelines below. Nonetheless, a business courtesy such as a gift or entertainment should never be offered under circumstances that might create the appearance of impropriety.
Policy Implementation
IAC’s businesses must comply with all applicable anti-bribery laws in the countries in which they operate or have dealings. Each business with operations or dealings outside of the U.S. must have in place effective means for ensuring compliance with this Anti-Bribery Policy, the FCPA, the U.K. Bribery Act, and any other applicable anti-bribery laws. The means for ensuring compliance may vary in accordance with factors such as the extent to which the business operates in foreign countries and deals with foreign governments and officials, the particular foreign countries involved, and the types of dealings involved. At a minimum, however, IAC’s businesses must adhere to the following guidelines:
Business Entertainment, Gifts, and Travel Expenses: Entertainment (including meals), gifts, and payment for travel expenses for Government Officials are permitted, and eligible for reimbursement, only as set forth below. All such expenditures must be supported by receipts and be accurately reflected in the Company’s business records in the normal course. Any contemplated provision of entertainment, gifts, or travel expenses for Government Officials that is in any way unusual or not in the ordinary course must be submitted to the general counsel of the relevant IAC business or the IAC Legal Department for pre-approval in writing.
The provision of entertainment for Government Officials is permitted only if it has a valid business purpose and is reasonable in light of that purpose. Entertainment is not permitted if it does not provide an opportunity to address business issues, is lavish or unseemly, is provided too frequently for a particular Government Official, or might otherwise pose a reputational risk to IAC or the business involved.
Gifts for Government Officials are permitted only if they are of token value (i.e., not at all likely to influence the Government Official’s actions) and are legal and customary in the jurisdiction in which they are given. Any such gifts must be given openly, not in any clandestine fashion.
Payment of travel expenses, including food and lodging, for Government Officials is permitted only if the expenses are directly related to a legitimate business purpose. Payment of expenses beyond what is reasonably necessary for the business purpose, such as lavish accommodations or expenses for spouses or other relatives of Government Officials, is not permitted.
News Reporting and Other Journalistic Activities: Covered persons may not make, offer to make, request, agree to accept, or accept any payment, gift, service, or other benefit or thing of value (whether in cash or in some other form) to or from any news or information source, including any government entity or Government Official, in connection with any journalistic activity, including newsgathering, reporting, filming, and avoiding censorship restrictions.
Consultants, Agents, and Other Third Parties:
- No covered person may retain a consultant, agent, or similar third-party representative in connection with the foreign operations or dealings of an IAC business unless the covered person has sufficient information to conclude with reasonable assurance that the third party will not commit any acts prohibited by this Anti-Bribery Policy or applicable anti-bribery laws.
- Where the services involved entail dealings with Government Officials on behalf of an IAC business, any services agreement with such a third party must be in writing and must bind the third party to comply with all applicable anti-bribery laws.
- Further, any IAC business that frequently or regularly retains third-party representatives to perform services that entail dealings with Government Officials on its behalf must have in place a retention process, including:
- Written criteria for identifying and screening prospective representatives;
- Clear delegation of responsibility for approval and oversight of all such representatives hired by the business;
- Written guidelines covering compensation rates, gifts and entertainment, and reimbursement of travel and other expenses, and financial controls governing payment and reimbursement; and
- If warranted, training for the representatives and relevant employees.
The foregoing provisions do not apply to third-party representatives who are members or employees of law firms or accounting firms, as long as such firms are well established, well known, and well respected, and the IAC business has no reason to believe that the third party would commit any acts prohibited by this Anti-Bribery Policy or applicable anti-bribery laws.
Political and Charitable Contributions: Officers and employees of IAC or any IAC business may not make political or charitable contributions to Government Officials, foreign governments or government agencies, foreign government-owned entities, or foreign political candidates without the prior written approval of the general counsel of the relevant IAC business or the IAC Legal Department, unless the officer or employee is a citizen of the foreign country in question, in which case such contributions may be made as long as they are (i) not reimbursed by the Company or any third party and (ii) not made for the purpose of obtaining or retaining business or gaining any competitive advantage for the Company.
Recordkeeping: Corporate books and records must accurately and fairly reflect, in reasonable detail, all transactions and dispositions of assets. No undisclosed or unrecorded fund or asset may be established or maintained for any purpose. No officer or employee of IAC or any IAC business shall participate in falsifying any accounting or other business record, and all officers and employees must respond fully and truthfully to any questions by IAC’s internal or independent auditors pertaining to the Company’s books and records.
Red Flags: In all business transactions, covered persons should be alert to the following:
- Payments to shell companies or offshore bank accounts;
- Donations to individuals or to local or relatively unknown charities;
- Cash transactions;
- Unexplained or undocumented consultancy expenses;
- Doing business with entities or individuals suspected of having engaged in bribery;
- Requests for payments outside the country where services are performed or to a different named entity;
- Requests for false or misleading documentation; and
- Family or close relationships with a Government Official or other person in a position of power in a foreign country.
Penalties
Any covered person who violates this Anti-Bribery Policy will be subject to disciplinary action up to and including termination of employment or other relationship with the Company. In addition, violations of applicable anti-bribery laws may subject the violator and the Company to serious criminal penalties and civil sanctions.
Reporting
Any covered person who is involved in or aware of a situation which it appears may violate or lead to a violation of this Anti-Bribery Policy or applicable anti-bribery laws should immediately report the matter to the general counsel of the relevant IAC business or to the IAC Legal Department. Retaliation in any form against any person reporting in good faith a violation or potential violation of this Anti-Bribery Policy is strictly prohibited and is itself a violation of the IAC Code of Business Conduct and Ethics. Persons reporting violations or potential violations of this Anti-Bribery Policy are encouraged to report directly to the Company’s lawyers as indicated above, but also may report anonymously, including via the Company’s online reporting hotline at www.reportit.net.