Anti‐Corruption Policy

Last updated january, 2020


Kountable and our affiliates are committed to conducting business ethically and in compliance with all applicable laws and regulations, including the U.S. Foreign Corrupt Practices Act (FCPA), the American Anti‐Corruption Act, the laws and regulations of each foreign country in which the Company operates or is looking to operate, the Company’s Policies and Operational Directives and other laws that prohibit improper payments to obtain a business advantage. This document describes Kountable’s policy prohibiting bribery and other improper payments in the course of Kountable business operations and employee responsibilities for ensuring implementation of the Policy. Questions about the Policy or its applicability to particular circumstances should be directed to Kountable’s General Counsel.

The provisions of this policy will apply to all directors, officers and employees of the Company and its subsidiaries worldwide. In addition, the Company will require independent third parties who represent the Company (such as agents, consultants, and contractors) to conduct themselves in a manner consistent with this Policy Statement.

Penalties & Fines

Failure to comply with this Anti-Corruption Policy or the FCPA may result in significant civil and criminal penalties for the Company and the individuals involved, including criminal conviction, and is cause for disciplinary action against such individuals, up to and including termination.

Policy Overview

Kountable strictly prohibits bribery or other improper payments in any of its business operations. This prohibition applies to all business activities, anywhere in the world, whether they involve government officials or are wholly commercial. A bribe or other improper payment to secure a business advantage is never acceptable and can expose individuals and Kountable to possible criminal prosecution, reputational harm or other serious consequences. This Policy applies to everyone at Kountable, including all officers, employees and agents or other intermediaries acting on Kountable’s behalf. Each officer and employee of Kountable has a personal responsibility and obligation to conduct Kountable’s business activities ethically and in compliance with the law.

Improper payments prohibited by this policy include bribes, kickbacks, excessive gifts or entertainment, or any other payment made or offered to obtain an undue business advantage. These payments should not be confused with reasonable and limited expenditures for gifts, business entertainment and other legitimate activities directly related to the conduct of Kountable’s business.

Kountable has developed a comprehensive program for implementing this Policy, through appropriate guidance, training, investigation and oversight. Kountable’s General Counsel has overall responsibility for the program, supported by Kountable’s CEO and Senior Managers.

Summary of Key FCPA Provisions

The Foreign Corrupt Practices Act is a federal law: (i) prohibiting payment of bribes (broadly defined) to foreign officials, and (ii) requiring companies to keep accurate books and records.
All employees and third parties should remain vigilant in watching for, avoiding and reporting to the General Counsel, CEO and VP of Finance any questionable transactions.

Anti‐Bribery Provisions

Under the FCPA’s anti‐bribery provisions, the Company, its officers, employees and agents are prohibited from giving, offering, or promising anything of value to any foreign (non‐U.S.) official, with the intent to obtain or retain business or any other advantage.
This prohibition should be interpreted broadly. The following concepts are essential to understanding the scope of the prohibition.
Companies may be held liable for violating the anti‐bribery provisions of the FCPA whether or not they took any action in the U.S. Thus, a U.S. company can be liable for the conduct of its overseas employees or agents, even if no money was transferred from the U.S. and no U.S. person participated in any way in the foreign bribery.

  • A “foreign official” means any officer or employee of a foreign government, regardless of rank, employees of government‐owned or government‐controlled businesses, foreign political parties, party officials, candidates for political office, and employees of public international organizations (such as the United Nations or World Bank). This can include operator employees where the operator is a national oil company in the country of operations.
  • “Giving, offering or promising” includes direct and indirect payments, gifts, offers, or promises. Even if the improper payment is not consummated, just offering it violates the FCPA. Likewise, instructing, authorizing, or allowing a third party to make a prohibited payment on the Company’s behalf, ratifying a payment after the fact, or making a payment to a third party knowing or having reason to know that it will likely be given to a government official constitute FCPA violations.
  • “Anything of value” includes not only cash and cash equivalents, but also gifts, entertainment, travel expenses, accommodations, and anything else of tangible or intangible value. See below for Hospitality Guidelines on when gifts and entertainment are permitted.
  • “To obtain business or any advantage” includes for example a reduction in taxes, a favorable change in regulations, tolerance of non-compliance with local rules, or other favors or preferential treatment. The business to be obtained or retained does not need to be with a foreign government or foreign government instrumentality.
  • “Facilitating Payments” are an exception to the FCPA’s anti-bribery provisions. It is not an FCPA violation to make a small payment to a low-ranking foreign official to expedite or secure the performance of a routine, non-discretionary governmental action. Examples of the facilitating payments covered by this exception include routine payments made to obtain documents necessary to qualify a person to do business in the country, to process government papers, to provide police protection, postal services, or necessary inspections or to provide phone, utilities, cargo or similar services. However, such payments must be allowed under local foreign law. Note: Kountable prohibits all facilitating payments.

Please refer to Appendix A – FCPA Policy Implementation for more information.

Books, Records and Accounts

Under the FCPA, companies are required to: “Make and keep books, records, and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets” of the Company. “Records” includes virtually all forms of business documentation, including accounts, correspondence, memorandums, tapes, discs, papers, books, and other documents or transcribed information of any type. This applies to all payments, not just sums that would be “material” in the traditional financial sense.

Implementation Procedures

Operational Directives

1.    Except as provided herein, no offer, payment, promise to pay or authorization to pay or provide any money, gifts or anything of value will be made by or on behalf of the Company to:

     a.    Any foreign official, regardless of rank or;

     b.    Any person, while knowing or being aware of a high probability that all or a

portion of any payment will be offered, given or promised, directly or indirectly, to a foreign official.

2.    No facilitating payments shall be made.

3.    The Company will require independent third parties whore present the Company to conduct themselves in a manner consistent with this Policy.

4.    The Company will exercise care in selecting such third parties by employing only reputable entities and will pay only reasonable compensation for the services provided.

5.    The Company shall not make contributions to political parties or committees or to individual politicians without the prior written consent of the CEO and the GeneralCounsel. Approved contributions may only be made in accordance with the applicable law, and all requirements for public disclosure of such contributions shall be fully complied with.

6.    The making of improper charitable contributions on behalf of foreign officials may have severe consequences under the FCPA for the Company and involved employees.In no instance may an employee or a business segment make a donation payment at the behest of a foreign official or to an organization affiliated with a foreign official or their close relatives without first obtaining approval from the CEO and General Counsel. If a donation is made, it must be accurately described in the Company’s books and records.

Financial and Accounting Directives

The VP of Finance ensures that the accounting and record keeping activities of the Company comply with applicable law and conform to this Policy. However, each officer and employee involved with financial and accounting functions must be alert to possible violations of the following Financial and Accounting Directives and will report suspected violations to the CEO or the General Counsel.

1. All cash, bank accounts, investments and other assets of the Company must always be recorded accurately on the official books of the Company. No employee shall falsify any accounting or other business record, and all employees shall respond truthfully and fully to any questions from the Company’s internal or independent auditors.

2. Bank accounts should be opened or closed only upon the written approval of the CEO or General Counsel. Written approval should be on official letterhead and a copy should be stored in Kountable’s records. A digital copy (.pdf via email) of this letter can be used as approval for employees who are working remotely. Anonymous (“numbered”) accounts will not be maintained.

3. Payments will not be made in to anonymous bank accounts or other accounts not in the name of the payee or of any entity known to be controlled by the payee.

4. Except for regular, approved payroll payments or normal disbursements from petty cash supported by signed receipts or other appropriate documentation, payments will not be made in cash. Checks will not be drawn to the order of
“cash,” “bearer” or similar designations.

5. Fictitious invoices, over-invoices or other misleading documentation will not be used.

6. Fictitious entities, sales, purchases, services, loans or financial arrangements will not be used.

7. Check requests will be in writing and contain a complete explanation of the purpose and authority for the payment. The explanation will accompany all documents submitted in the course of the issuing process and will be kept on file.

8. No expenses relating to foreign or domestic business will be reimbursed to persons or companies assisting the Company in obtaining or retaining such business unless such expenses are supported by reasonable written documentation. Documentation can be in the form of a receipt or invoice. In the event that the receipt or invoice cannot be provided, a credit card statement with an accompanying explanation of the charges can be used as a proxy at the discretion of the manager. In certain cases, where a receipt was not provided for a cash expense (up to $50), a written explanation can be provided at the discretion of the manager. Though this practice is strongly discouraged, Kountable understands that cash transactions without receipts may be common in certain developing countries and regions.

9. No payment to any consultant will be made outside of either the country where a substantial portion of the related services are performed or the country from which the person performing such services normally conducts business.

10. Payments for any services rendered to the Company by a foreign official
(including an officer of a foreign government-owned or controlled commercial enterprise), including honorarium payments and reimbursement of expenses, will be made solely to the foreign government agency or instrumentality employing the individual. Such payments will be made by check directly to the foreign government agency or instrumentality, or by wire to its named bank account within the foreign government agency’s or instrumentality’s country, or by wire through its duly authorized correspondent bank within the U.S. No such payment shall be made without the prior written approval (email) of the CEO and General Counsel.

11. Receipts, whether in cash or checks, will be deposited promptly in a bank account of the Company. Any employee who suspects the possibility that a bribe, kickback or over-invoice is associated with a particular receipt or that an understanding exists that all or a portion of a receipt will be rebated, refunded or otherwise paid in contravention of the laws of any jurisdiction, will immediately report that suspicion to the CEO or Kountable’s General Counsel.

Hospitality Guidelines

These guidelines are to be followed for activities involving foreign government officials, government employees or any non‐Kountable parties in all countries.

1.  All hospitality offered on behalf of the Company must be directly related to Company business, i.e., the sale of its products and services or otherwise directly in support of the Company’s business interests. Hospitality in all cases must be reasonable in amount, must be offered in good faith only in connection with the promotion, demonstration or explanation of company products or services or the execution or performance of a contract with a foreign government or agency thereof, and must be lawful under applicable local law. In no event may any hospitality be offered or provided in return for any favor or benefit to the Company or to influence improperly any official decision.

2.  Unless otherwise approved by the VP of Finance in writing, expenses for hospitality meals (meals shared with non-Kountable attendees) should not exceed the following U.S. dollar amount per person:

  • Breakfast: $50.00
  • Lunch: $100.00
  • Dinner: $200.00

3.  Refreshments unaccompanied by a meal should not exceed $50.00 per person.

4.  Frequency of hospitality must be carefully monitored, as the cumulative effect of frequent hospitality may give rise to the appearance of impropriety. Hospitality for an individual should not exceed twelve events in any calendar year. If additional hospitality is anticipated, prior written approval must be obtained from the VP of Finance or the General Counsel.

5.  Cash gifts to foreign officials are not permitted under any circumstances. Per diem payments to foreign officials are similarly prohibited.

6.  Promotional items of nominal value such as coffee mugs, calendars, or similar items, or items displaying the Company logo that are distributed for advertising or commemorative purposes, or gifts of nominal value on customary holidays are permitted. “Nominal value” is $100.00 or less.

7.  In the event the Company is responsible for the airfare or lodging expenses of a foreign official, itineraries and any other supporting documentation shall be maintained. In no case will payment or reimbursement be made directly to the individual official incurring the expense; such payment or reimbursement shall only be made directly to the service provider (i.e. the airline) or the foreign government or agency involved. Expenses beyond what is reasonably necessary for the business purpose, including lavish accommodations or expenses for spouses and children, will not be approved. The local controller must approve all travel for foreign officials in advance of the trip.

8.  In all cases that entertainment, gifts, or travel expenses for a foreign official or non-employee are approved, the expenses must be supported by receipts and accurately recorded in the Company’s books.

Due Diligence Process for International Consultants & Agents

No employee of the Company may retain an international intermediary until sufficient due diligence has been performed to enable the Company to conclude with reasonable assurance that the consultant, agent, or intermediary understands and will fully abide by the FCPA and the Company’s “Code of Business Ethics and Compliance with Company Policy and Laws”.  

An “intermediary” for these purposes is any agent consultant, distributor, government service provider (companies that provide local customs clearance, visa, legal or other regulatory services), joint venture partner, or any other person or entity who will interact with a foreign official on the Company’s behalf.

If you are considering retaining an intermediary, please contact the CEO and the General Counsel, who will begin the due diligence process.

Red Flags

In evaluating potential intermediaries and during any relationship with them, Company employees must be conscious of any “red flags” that may be present or arise. A “red flag” is a fact or circumstance that serves as a warning signal that an intermediary may act corruptly. It is the responsibility of the employee that observes a red flag to either resolve such red flag by further investigation or to refer the matter to the CEO or General Counsel. A non‐exclusive list of examples of red flags is below:

  • Rumors regarding unethical or suspicious conduct by an employee, marketing representative, consultant, agent, or other business partner, or by a government official
  • Unnecessary third parties or multiple intermediaries
  • Requests for payments to a third party rather than the consultant or agent
  • Requests for payments in an unrelated country
  • Requests for payments in cash
  • Requests for unusually large commissions or other payments, or payments that appear excessive for the service rendered
  • Political contributions
  • Requests for reimbursement of expenses that are poorly documented
  • Incomplete or inaccurate information in required disclosures
  • Refusal to certify compliance

Reporting Violations

Any director, officer or employee who suspects an FCPA violation should immediately report such suspected violation to the Company’s CEO or General Counsel.


All questions and reports of known or suspected violations of the law or this policy will be treated to the extent possible with sensitivity and discretion. An employee’s supervisor, the Legal Department and the Company will protect an employee’s confidentiality to the extent possible consistent with law and the Company’s need to investigate an employee’s concern. The Company strictly prohibits retaliation against an employee who, in good faith, seeks help or reports concerns to the Company. If an employee believes he or she is being treated unfairly or retaliated against by anyone as the result of making a complaint under this policy, the General Counsel and the CEO should be immediately notified. Any employee who retaliates against an employee who, in good faith, sought help or filed a report will be subject to appropriate disciplinary action, up to and including termination of employment.


Questions about this policy should be directed to the General Counsel.

Appendix A - FCPA Policy Implementation

The anti-bribery provisions make it unlawful to offer, pay, promise to pay, or authorize payment of money, or to offer, give, or promise to give anything of value to a foreign official in order to obtain or retain business or secure an improper business advantage.
An improper payment may be anything of value. This includes not only cash payments; it may also include travel expenses, entertainment expenses, or expensive gifts. Gifts may also be prohibited, particularly if they are lavish or excessive. Likewise, foreign charitable contributions are not prohibited under the FCPA unless made for the purpose of improperly influencing a foreign official or made without a proper vetting of the foreign charity. Further, an improper payment need not be made directly to a foreign official; payments to friends or family members of an official may also violate the FCPA, if made in order to influence the official.

No Company director, officer, employee, or agent has authority to give or to offer anything of value to a “foreign official” or government employee, or to any person while knowing that all or a portion of such money or thing of value will be offered, given, or promised, directly or indirectly, to any foreign official or government employee, for the purpose of inducing that person to affect any government act or decision in a manner that will assist the Company or any of its subsidiaries or divisions in obtaining or retaining business. Furthermore, every officer, employee, and agent of the Firm is obligated by this policy and federal law to keep books, records, and accounts that accurately and fairly reflect all transactions in and dispositions of Company assets.

Third Parties

Third parties, including agents, consultants and distributors may be commonly used to conceal payments of bribes to foreign officials. The degree of due diligence may vary based on industry, country, size/nature of the transaction, and historical relationships, however as part of risk-based due diligence, Kountable and all employees should undertake to:

  • Understand the qualifications and associations of third-party partners, including business reputation and relationships they may have with foreign officials. Should red flags surface, scrutiny should increase.
  • Have an understanding of the business rationale for including the third party in the transaction. The Firm should understand the role of and need for the third party and ensure that contract terms specifically describe the services to be performed. Additionally, all third parties should sign Kountable FCPA Partner Compliance Declaration. All such contracts and declarations must be approved by the General Counsel.
  • Once a contract is signed, the Firm should monitor that the third party is actually performing the work for which they are being paid.
  • All third-parties should be informed of Kountable’s compliance policy, including explicit communication about our FCPA compliance policy and its implications for them in the course of any services they may provide for the Firm.