Policy requires full adherence to all applicable anti-bribery and anticorruption laws and regulations, including, but not limited to, the U.S. Foreign Corrupt Practices Act (FCPA).
This policy is primarily for use for U.S. Subsidiaries. Subsidiaries that reside outside of the U.S. should consult with THOR Legal regarding any policy and procedure questions.
FCPA POLICY
It is the policy of THOR Industries, Inc. and each of its subsidiaries and joint ventures in which THOR Industries owns a majority equity interest or otherwise controls (each a “THOR Company” and collectively, “THOR”) to maintain the highest ethical standards while conducting business activities, including compliance with all applicable anti-bribery and anti-corruption laws and regulations. THOR, its officers, directors, employees, and third parties are prohibited from engaging in bribery or corruption when acting on behalf of THOR, and each must fully comply with all applicable anti-corruption laws and anti-bribery laws and regulations (including the U.S. Foreign Corrupt Practices Act (“FCPA”) and other such laws which apply in any countries in which THOR does or intends to conduct business activities such, as the German Law on Fighting Corruption, Criminal Code, and Administrative Offenses Act and the UK Anti-Bribery Act.
THOR requires the maintenance of accurate books and records and internal controls to prevent improper payments. THOR prohibits knowingly falsifying THOR’s books and records or knowingly circumventing or failing to implement adequate internal accounting methods.
APPLICABILITY – This policy applies to all employees, officers and directors of each THOR Company and any third party that has the ability to bind or that acts on behalf of any THOR Company (including, but not limited to, certain dealers, distributors, agents, consultants, brokers, freight forwarders, and agents) in connection with foreign business opportunities. Please contact THOR’s General Counsel or Associate General Counsel if you ever have any question or concern about whether this Policy, the FCPA, or other law applies to a particular person, transaction, or situation.
POLICY VIOLATIONS – THOR has no tolerance for corruption and bribery. Any individual who violates any provision of the FCPA, any other applicable anticorruption or anti-bribery law or regulation, or any other provision of this Policy, shall be subject to disciplinary action up to and including immediate termination. Failure to comply with this Policy may also result in significant civil and criminal fines and other penalties for THOR and the individuals involved. Be advised that THOR cannot and will not reimburse any fine imposed on an individual employee under the FCPA.
ANTI-BRIBERY AND ANTI-CORRUPTION
LAWS; FCPA
APPLICABLE LAW – THOR Policy is broader than the FCPA in that THOR prohibits corruption and
bribery in any context and involving any person. In comparison, the FCPA prohibits improper value given to foreign officials throughout the world. Different countries have different laws, some of which are more restrictive (for example, the German Anti-Corruption Law and the U.K. Anti-Bribery Act prohibit all bribes). You should therefore be familiar with the anti-bribery and anti-corruption laws in other countries in which you conduct business for THOR. Please contact THOR Legal whenever you have questions.
FCPA – The FCPA broadly prohibits THOR, its officers, directors, employees, and third parties
acting on behalf of THOR from providing (or offering or promising) anything of value to a foreign official with the intent to improperly obtain or retain any Business or any other Advantage. The following concepts are essential to understanding the scope of the prohibition against bribing foreign officials:
▪ “Business” means any business or potential business opportunities which benefit any THOR Company (including, but not limited to sales of products and services by THOR dealers or other customers, direct business with a government, and government contracts).
▪ “Advantage” means any advantage, favor, or preferential treatment benefiting any THOR Company in relation to its Business (for example, a reduction in taxes, favorable import / export treatment, opportunities to do business with government-owned companies, favorable tolerance of noncompliance with applicable rules, and other favors or preferential treatment).
▪ “Providing”, “Offering”, and “Promising” include direct and indirect efforts – You cannot instruct, authorize, or allow a third party to provide (including giving gifts or making payments), offer, or promise something that you cannot do directly. Further, you may not make a payment to a third party knowing or having reason to know that it will likely be given improperly to a foreign official.
▪ “Anything of Value” means anything that has tangible or intangible value to the intended recipient (including: cash; cash equivalents; kickbacks; business terms not reasonably related to or commensurate with services actually and lawfully performed (for example, commissions and fees); employing or promising to employ the foreign official or an unqualified relative; free or below market loans of THOR products; donations to political parties or charities; access to special events; personal favors; gifts, entertainment, accommodations, meals, and travel.
▪ “Foreign” refers to any country other than the United States. “Foreign Official” means any officer or employee of a foreign government or any department, agency, or instrumentality thereof, or of a public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization. Foreign officials include: (a) officers and employees (regardless of rank or position) of governments (local, state, national, or otherwise), government-owned or controlled companies, and public international organizations (such as the United Nations or World Bank); (b) political parties, party officials, and candidates for public office; (c) private citizens who may be assisting a government by engaging in the import / export of goods to/from their country of origin; (d) intermediaries of foreign officials; (e) business associates of foreign officials; and (f) relatives of foreign officials.
▪ “Improper” – It is always improper to give, offer, or promise anything of value to a foreign official with the intent to influence the foreign official’s acts or decisions, to induce the official to do (or refrain from doing) an act of violation of his or her lawful duties, or to obtain any business or to secure any improper advantage in order to assist in obtaining or retaining business for or with, or directing business to, any person.
GERMAN ANTI-CORRUPTION LAW – Germany’s Anti-Corruption law criminalizes active and passive bribery of employees / agents of a company, even if the corruption does not provide an unfair advantage. An offer to bribe, payment of a bribe, and acceptance of a bribe are offenses under the German Criminal Code, and executive managers may be held responsible for offenses committed by company representatives when they support or fail to stop the offense. The Administrative Offenses Act holds companies civilly responsible for corruption offenses committed on behalf of the company, and owners and management may be held responsible for intentionally or negligently failing to implement necessary supervisory measures to prevent criminal offenses.
COMMUNICATIONS WITH FOREIGN OFFICIALS
PRE-APPROVAL REQUIREMENT
▪ Communications subject to Pre-Approval. Written approval by THOR’s Associate General Counsel (Chris Putt) or General Counsel (Trevor Gasper) is required before any person engages (directly or through another person) in communications about any THOR Company business with a known or a potential foreign official.
For these purposes, a “communication” means any communication (including in person meetings, remote meetings, telephone calls, texts, emails, etc.) about Company business.
Note: A person should be considered “potential” foreign official if the circumstances indicate the person is reasonably likely to be a foreign official. For example, if the person represents an organization which may be a state-owned entity, approval (and further inquiry) may be required. In such cases, it is appropriate to inquire as to the potential affiliations of the person/the organization with foreign governments or foreign officials.
▪ Submitting Approval Requests. To the extent possible, you must submit the request, in writing, to the THOR General Counsel or Associate General Counsel at least two (2) days prior to the meeting. Requests may be submitted by sending an email to [email protected] or to [email protected]. Each approval request must contain a written itinerary or agenda and an itemization of anticipated expenses.
▪ When Pre-Approval Is Not Possible. If a communication is unplanned (for example, if you are introduced to a foreign official at a trade show and business is discussed, or you receive an initial inquiry by phone or chat), attempt to limit the conversation to general, publicly-available information about the company and defer the discussion to the extent possible until THOR Legal may be consulted. Any further communications would require pre-approval. If it is not possible to do so, proceed with the meeting with caution, but strictly comply with the Anti-Corruption Compliance (FCPA) Policy (ADM-5) (and any applicable supplemental procedures) and the THOR Business Ethics Policy.
Record the communication in your foreign official communication log and retain any materials relating to the communication. Report the communication to THOR Legal immediately following the communication.
▪ Ongoing Approval. After initial approval, pre-approval will generally not be required for ongoing communications with foreign officials in connection an active project, provided that pre-approval will again be required: if there is a material change in the relationship; for any proposed expenditures (including potential entertainment, gifts, or travel and lodging expenditures); for requests for favors or other potential benefits personal to the official; and in any other circumstances in which there is an increased risk of corruption.
RECORDS OF COMMUNICATIONS WITH FOREIGN OFFICIALS – Each person who communicates with any foreign official(s) about any THOR Company business must keep a log accurately reflecting all such communications. With respect to each communication, the log entry must contain:
▪ the name of each foreign official involved in the communication;
▪ the name of the government office, agency, department, instrumentality, or other organization associated with each participating official;
▪ a summary of the substance of the communication (including a description of any offers made or requests received and other key points or terms);
▪ an itemized record of all expenses associated with the communication. In addition to the communication logs, all records associated with the communications and supporting any expenditures must be retained in compliance with THOR records retention and information management policies and procedures.
REPORTING – Reports of unexpected communications with foreign officials must be submitted to THOR Legal following the communication. Each month, THOR and each U.S. Operating Company shall: compile its foreign official communication logs in a form designated by THOR Legal and shall submit the compilation to THOR Legal for review within two (2) weeks of the end of each month. The General Counsel or equivalent legal lead for each Operating Company is responsible for compiling and submitting the logs to THOR Legal. If the Operating Company does not have dedicated internal counsel, the VP of Finance of the Operating Company shall be responsible for compiling and submitting the logs. THOR employees must submit the logs directly to email address below. The compiled logs should be submitted via email to [email protected]. The THOR General Counsel shall designate an attorney responsible for review of the compiled foreign communications logs and investigation of any discrepancies or concerns. If an Operating Company has not engaged in communications during a particular month that would merit disclosure in the log, that Operating Company must still submit a communication log to [email protected] indicating no communications with foreign officials occurred during the month.
Note: Only log communications with foreign officials. Do not record communications with persons and organization who are not foreign officials.
AUDIT – The foreign official communications logs and expense reimburse requests related to foreign entities, individuals, and contractors shall be subject to periodic internal audit procedures. If the THOR Internal Audit team notes any irregularities, concerns or issues with the logs or reports, the THOR Internal Audit team will forward such irregularities, concerns or issues to the THOR General Counsel and THOR Chief Financial Officer for review and further investigation.
BUSINESS ENTERTAINMENT, GIFTS, AND EXPENSES RELATING TO FOREIGN BUSINESS ADVANTAGE
Note: The procedures in this section apply to expenses in connection with communications, meetings, and other transactions in which a person seeks to acquire, maintain, or renew Business or an Advantage for or on behalf of THOR with a foreign entity.
Communications, meetings, and other transactions not involving Business or an Advantage with a foreign entity (for example, contacts and transactions with offices for vehicle registration, governmental safety administrations or transport authorities, tax authorities, public utilities, patent and trademark filings, and the like during the ordinary course of business) are not subject to this section.
LAWS, REGULATIONS, CUSTOMS – Anti-bribery and anti-corruption laws vary from country to country and may be far-reaching. The FCPA applies to any THOR Company wherever any person represents or acts on behalf of THOR and its interests throughout the world. Germany’s anti-bribery laws also apply to offenses committed abroad on behalf of a German company. Whether something is lawful or illegal may further depend on local custom. It follows that you must be familiar with the anti-bribery and anticorruption laws, regulations, and customs in the countries where you are conducting activities for (or on behalf) of THOR.
▪ Note: as used in this section and the section below, a “Gift” means Anything of Value given by a person representing or acting for THOR to a foreign person outside of the company (examples include meals, drinks, entertainment, travel, and other value given) which directly or indirectly benefits the recipient.
▪ Note: A “Gift” does not include lawful payments to governments or governmental agencies directly (and without personal benefit to a foreign official) or payments otherwise made in exchange for value pursuant to ordinary contract terms.
▪ Note: This section and the section below do not apply to gifts of value received by THOR employees or representatives (see the THOR Business Ethics Policy for policies for gifts received) Token Gifts are commonly given in many cultures as a general expression of goodwill, and reasonable meals, drinks, and/or entertainment are commonly provided during the course of business activities. The difference between a permitted Gift and an improper payment is not always clear. Problems may arise when giving cash (or an equivalent, such as a gift card) as a Gift. Problems also arise when a Gift given in connection with THOR Business (or any other THOR activities) is disproportionate (in size or expense) to the reasonable and customary practice for the particular geographic location. Some countries prohibit all such Gifts.
PRE-APPROVAL OF ANYTHING OF VALUE (GIFTS) GIVEN TO OTHERS – You must obtain pre-approval, in writing, by THOR’s General Counsel and THOR’s Chief Financial Officer BEFORE any person representing or acting for THOR provides (or offers or promises) any of the following expenses related to activities with foreign persons or entities:
▪ Any expenses, regardless of amount, for Anything of Value to be given to or for the benefit of anyone known to be or is likely to be a foreign official in connection with THOR Business or an Advantage (except when pre-approval is not required per the section below);
▪ Any expense for any Gift to other foreign party in connection with THOR Business or Advantage, unless the exception below applies; and/ or
▪ Any expenses for Anything of Value to be given to or for the benefit of any foreign person or entity outside of a THOR Company exceeding $500/(€440 for EHG companies), including Gifts (e.g., meals, entertainment, travel expenses, lodging, and the like) and including value given to one or more representatives of the same organization which collectively exceed U.S. $500 (or €440 as applicable).
EXCEPTION TO PRE-APPROVAL – Pre-approval is not required before a person representing or acting for THOR provides (or offers or promises) a Gift to a foreign third party when all of the following requirements are met:
▪ It is not cash or a cash equivalent (such as a gift card) (giving cash and cash equivalents to third parties in relation to THOR Business is always prohibited);
▪ It is of token value ($20/€20 or less) (Gifts of merchandise with THOR Company logos are generally preferred) and the total value of all such value given to the recipient does not exceed $50/€50 in any year;
▪ It is legal and customary in the jurisdiction in which it is to be given;
▪ It is appropriately documented (including value given and recipient);
▪ You do not offer, promise, or provide anything of value in close proximity to an opportunity to obtain or retain Business or an Advantage (such as a contractual commitment) or as an inducement to obtain or retain Business or an Advantage.
Note: Even when pre-approval is not required, you must keep an accurate record of all Gifts and/or Anything of Value given in connection when representing or acting for THOR and its interests.
REQUIRED INFORMATION WHEN PRE-APPROVAL IS REQUIRED – When pre-approval is required, you must provide the following details to THOR’s General Counsel: (a) the nature of the Gift to be given (meal, travel expense, entertainment, gift, etc.); (b) the estimated fair value; (c) the intended recipients (including names, employer, and titles); (d) the person or THOR Company providing the thing of value; and (e) the intended purpose. THOR’s General Counsel may request additional information.
If all of the above information is not available prior to the event, you must submit as much information as possible for pre-approval and highlight the information that is not available. For example, if you plan to host dinner and drinks for employees of a corporate partner but do not have the names of the employees in advance, you submit the request in advance indicating that employee names will be provided after the fact, When you seek reimbursement all the employee data for those that attended must be included in the request for reimbursement.
THOR’s General Counsel will coordinate approval with THOR’s Chief Financial Officer and will only approve a foreign Gift (including a meal, entertainment, travel, or the like) if: (a) it has a valid business purpose and is reasonable in view of such business purpose; (b) it provides an opportunity to address business issues; (c) it is reasonable and compliant with local law, custom, and practice. Such requests will be denied if the Gift is lavish, requested too frequently for a particular foreign official, or might otherwise prove embarrassing for THOR.
EXPENSE REIMBURSEMENTS – Expenses, including expenses for travel, food, lodging, and entertainment will be approved only if they are directly related to legitimate THOR business activities and consistent with THOR policy and procedure (including FIN-7: Reimbursement of Expenses). Expenses beyond what is reasonably necessary for the business purpose, including lavish accommodations or expenses for family members will not be approved.
Expense reimbursement requests relating to Gifts (as defined above and including meals, entertainment, travel expenses, or Anything of Value) given or paid for the benefit of foreign persons or entities must further contain the information requested in the attached Foreign Expense Report Form (date, specific description of gift, actual cost, name, affiliated organization of recipient, and business purpose).
Note: A “Gift” does not include lawful payments to governments or governmental agencies directly (and without personal benefit to a foreign official) or payments otherwise made in exchange for value pursuant to ordinary contract terms.
DENIAL OF REIMBURSEMENT – Reimbursement requests will be denied if pre-approval is not obtained when required. Pre-approval is not required for expenses incurred by THOR Company employees, officers, and directors, unless otherwise required by applicable THOR expense reimbursement policies and procedures (unless required pursuant to other THOR policy or procedure regarding record keeping and/or reimbursements). ACCURATE RECORDS – In all cases in which gifts, entertainment, travel, or other expenses are incurred, the expenses must be supported by receipts and accurately recorded in THOR books and must comply with THOR policy and procedure. To the extent possible, all expenses should be paid directly to the vendor of the services.
FACILITATION PAYMENTS
Facilitation or “grease” payments are small payments to a low-level government employee to expedite or secure performance of a routine, non-discretionary governmental action, such as obtaining utility services or clearing customs. THOR prohibits facilitation payments (whether or not they are technical violations of the FCPA) without the prior written approval of the THOR General Counsel. THOR always prohibits facilitation payments intended to obtain Business or an Advantage (for example influencing a discretionary action). Note: The German Criminal Code prohibits all facilitation payments.
THIRD PARTY DUE DILIGENCE; RED FLAGS
FOREIGN THIRD PARTIES – This section applies to foreign third parties who represent THOR (or which may otherwise act or conduct business for THOR’s benefit) in connection with acquiring, maintaining, or renewing Business or an Advantage (including certain dealers, distributors, agents, consultants, brokers, freight forwarders, law firms, and agents) (each, a “Foreign Third Party”).
REQUIRED DUE DILIGENCE AND COMPLIANCE WITH POLICY – No employee of THOR may retain a Foreign Third Party which may represent or act on behalf of THOR in connection with THOR Business or Advantage until sufficient due diligence has been performed to enable THOR to conclude with reasonable assurance that the Foreign Third Party understands and will fully comply with this Policy and all applicable anti-bribery and anti-corruption laws and regulations (including the FCPA). Each Foreign Third Party must be provided with a copy of this Policy. THOR must have a written agreement with each Foreign Third Party, and the agreement must specifically bind such Foreign Third Party to comply with (and to ensure its employees comply with) the FCPA and all applicable anti-bribery and anticorruption laws and regulations. A standard anti-bribery and anti-corruption clause is attached to this Policy. This clause (or a substantially similar clause) may be used in a stand-alone affirmation or may be included as a term in an agreement (for example, a dealer agreement).
▪ Exception: Due diligence will not be required of Foreign Third Parties with which THOR has an existing contractual relationship as of the effective date of this Revised Policy unless circumstances indicate the existence or material risk of corruption. Each such Foreign. Party must be presented with a copy of this Policy and agree, in writing, to be bound by it within a commercially reasonable amount of time.
▪ Note: This section does not require due diligence for counterparties to contracts who function solely as suppliers or providers of goods, services, or utilities to THOR; for counterparties who do not represent or act for THOR in relation to Business or Advantage; or for U.S. counterparties. Due diligence is also not required for ordinary course retail sales through sales channel
open to the public.
SCOPE OF DUE DILIGENCE – The scope of the due diligence depends on the circumstances and depends in part on the existence of red flags (see below). The extent and sufficiency of the due diligence with respect to any specific third party will be determined by Company Legal and Company Finance. For THOR companies without a dedicated legal team, the scope of diligence must be reviewed by the THOR General Counsel or Associate General Counsel.
OFAC CHECK – An OFAC check is typically warranted for new Foreign Third Parties representing or acting for THOR.
RED FLAGS – You must be conscious of any “red flags” that may be present in due diligence findings and/or which may arise during the course of a relationship with a foreign Third Party. A “red flag” is a fact or circumstance that serves as a warning signal that an intermediary may act corruptly. A list of examples of red flags is attached to this Policy. It is the responsibility of any THOR employee, officer, or director that observes a red flag to either resolve such red flag by further investigation or to refer the matter to the appropriate THOR official. Being alert for red flags should be an ongoing process during the course of the relationship.
REVIEW AND APPROVAL OF CONTRACTS AND AGREEMENTS
CONTRACTS WITH FOREIGN COUNTERPARTIES – Contracts and agreements (“Contracts”) between any THOR Company and a foreign counterparty must be in writing and must contain terms which are fair, which accurately reflect the terms of the relationship, and which are typical of the ordinary course of the nature and substance of the transaction.
REQUIRED TERMS FOR CERTAIN CONTRACT – Unless an exception applies (see below), each foreign counterparty to a Contract must be provided with a copy of this Policy, and the Contract must specifically require the foreign counterparty to comply with (and to ensure its employees comply with) this Policy, the FCPA, and all applicable antibribery and anti-corruption laws and regulations. You may use the standard anti-bribery and anticorruption clause is attached to this Policy to the extent applicable, each Contract must also require compliance with other THOR policies, procedures, and/or protocols (for example, expense reimbursements must comply with THOR standard expense protocols and reporting requirements regarding currency).
PRE-APPROVAL OF CERTAIN CONTRACTS WITH FOREIGN COUNTERPARTIES – Unless an
exception applies (see below), pre-approval is required for the following types of Contracts with any foreign counterparty:
▪ THOR is selling goods or services to a foreign entity (including associated bids, awards, and the like);
▪ THOR is engaging a foreign entity to act on its behalf or for its benefit;
▪ the Contract involves a foreign entity which is outside of the ordinary course of business (meaning outside of the normal terms of ordinary purchasing and sales activities, including any Contracts with non-ordinary contractual terms and Contracts which involve sums of money which are materially different from the ordinary course of dealing established between the parties.); and/or
▪ the Contract involves a counterparty which is a government, governmental agency, political party or the like, a government owned business, foreign official, and/or someone related to, affiliated with, or acting for a foreign official.
PRE-APPROVAL PROCEDURE – Contracts with foreign contracting parties requiring pre-approval must be pre-approved by Company (subsidiary) Legal and/or Company Finance before the acceptance or execution. For THOR Companies without a dedicated legal team, such Contracts must be reviewed by the THOR General Counsel or Associate General Counsel. Adequate time must be allotted for review as these reviews generally require extensive effort and will not be rushed to meet an arbitrary deadline.
EXCEPTIONS – The inclusion of mandatory terms and pre-approval under this Policy is not required for the following types of ordinary course contracts and agreements: (a) Contracts with U.S. entities; (b) nonmaterial, ordinary course sales made and fulfilled pursuant to a Contract previously approved under this Policy; (c) non-material, ordinary course purchase orders placed pursuant to a Contract previously approved under this Policy and Procedure; (d) non-material Contracts under which the counterparty supplies THOR with goods, services, or utilities (except when the counterparty acts on behalf of THOR or for its benefit); and (e) ordinary-course retail sales through sales channel open to the public.
Note: These exceptions will not apply when THOR knows of one or more “red flags” or otherwise knows or has reason to believe any applicable anti-bribery or anti-corruption law is likely to be violated. These exceptions do not apply to material or non-ordinary Contacts with foreign counterparties.
TRAINING AND CERTIFICATION
RECEIPT AND CERTIFICATION – THOR will provide this Policy to the employees, officers, and directors of each THOR Company whose job duties are likely to include conducting THOR business with foreign entities or individuals (including each individual who communicates or negotiates with foreign entities for Business or Advantage purposes or negotiates / executes any Contract(s) with a foreign entity).
Each such individual must certify, upon receipt of the
Policy and on an ongoing, periodic basis that he or
she:
▪ Has read and understands this Policy;
▪ Has and will continue to comply with this Policy and applicable anti-corruption laws at all times during his or her employment with THOR and/or any THOR Company;
▪ Has no knowledge of any past, current, or future conflict with or violation of this policy and/or such laws; and
▪ Shall notify the applicable THOR Company and THOR General Counsel or Associate General Counsel immediately if he or she becomes aware of any past, current, or future act resulting in a conflict with this policy and/or such laws.
MANAGEMENT’S RESPONSIBILITY – The management team at the applicable THOR Company shall be responsible to ensure that each individual who communicates or negotiates with foreign entities or individuals for Business or Advantage purposes, or negotiates or executes a Contract with a foreign counterparty is provided with this Policy and signs the proper certification form prior to such communication, negotiation, and/or execution. Provided that, newly acquired THOR companies have a nine-month grace period to obtain certifications from such employees.
TRAINING – THOR Finance and THOR Legal will conduct anti-bribery / anti-corruption (and FCPA) training (“Training”) on a periodic basis. Generally, all individuals who communicate or negotiate with foreign entities or individuals for Business or Advantage purposes, or negotiate or execute a foreign contract relating to Business or Advantage, should attend such Training, including:
▪ Each THOR Company’s President or Head of Sales;
▪ Each THOR Company’s Vice President of Finance;
▪ All individuals in the applicable Sales Department who will have contact with foreign entities or individuals regarding potential Business or Advantage benefiting THOR (including the award, maintenance, and renewal of same); and
▪ All individuals at each THOR Company who are responsible for reviewing and/or approving foreign expenses.
▪ Any third party (including, but not limited to, certain dealers, distributors, agents, consultants, brokers, freight forwarders, and agents) that has the ability to bind or that acts for or on behalf of any THOR Company.
That said, THOR Legal may, after consideration of the risks, determine which employees / third party representatives (individually or by job function) are likely to represent or act for a THOR Company with respect to foreign Business or Advantage with respect to attendance at Training. An individual will be prohibited from contacting foreign entities regarding Business or Advantage if: (a) the individual fails to attend Training when required by Legal; and/or (b) the individual fails to affirm understanding of and compliance with the anti-bribery / anti-corruption (and FCPA) Policy by the execution of a proper certification form. The individual may resume contact once these requirements are met. Newly acquired THOR companies shall have a nine-month grace period to obtain certifications from their employees and to provide Training.
FINANCIAL REPORTING AND RECORDKEEPING REQUIREMENTS
ACCURATE BOOKS, RECORDS, AND ACCOUNTS – As required by the FCPA, THOR and its companies will maintain books, records, and accounts which, in reasonable detail, accurately and fairly reflect all of THOR’s transactions. THOR and its companies will maintain a system of internal accounting controls sufficient to reinforce compliance with this policy and provide reasonable assurance that:
▪ transactions are executed in accordance with management's general and specific authorization;
▪ transactions are recorded as necessary: (a) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements; and (b) to maintain accountability of assets;
▪ access to THOR assets and funds is permitted only in accordance with management's general or specific authorization; and
▪ the accounts recorded on THOR’s balance sheet(s) should be reconciled to the underlying accounting detail at reasonable intervals and, where appropriate, compared to the physical assets. Appropriate action should be taken with respect to significant differences.
RESPONSIBILITY FOR RECORDKEEPING –
Employees, officers, and directors must help ensure that corporate books and records (which include virtually all forms of business documentation) 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 employee, officer, or director shall participate in falsifying any accounting or other business record, and all employees must respond fully and truthfully to any questions from THOR’s internal or independent auditors.
INTERNAL AUDIT REVIEW
The foreign official communication logs required by this Policy and expense reports related to foreign entities, individuals, and contractors shall be subject to periodic internal audit procedures. If the THOR Internal Audit team notes any irregularities, concerns, or issues with the logs or reports, the THOR Internal Audit team will forward such irregularities, concerns, or issues to the THOR Finance and THOR Legal teams for review and further investigation.
MERGERS AND ACQUISITIONS
When contemplating a merger with or acquisition of a domestic or foreign entity, the merging or acquiring company must conduct appropriate due diligence to determine whether the target entity has adhered to the requirements of the FCPA or other applicable anti-bribery or anti-corruption law or regulation. Involvement of THOR Legal department is mandatory in performing or reviewing the due diligence to ensure adequacy and completeness of the information requested and received. THOR Legal will have the final determination on extent of due diligence procedures required.
LINE OF COMMUNICATIONS /WHISTLEBLOWING
Any person who suspects that there has been a violation of this Policy and Procedure, the FCPA, or other applicable law or regulation should immediately report such suspected violation to the THOR’s General Counsel, Trevor Gasper, at +1 574-970-7925, or THOR’s Associate General Counsel, Chris Putt, at +1 574-294-7706. In the event any employee, officer, or director receives any demand for the payment of a bribe by any foreign official, or becomes aware that any THOR Company employee, officer, director, or third representative received a demand for a bribe by any foreign official, such event should be immediately brought to the attention of the THOR’s General. Counsel or Associate General Counsel. Failure to report a known or suspected violation of this Policy and Procedure or of the FCPA shall subject all individuals with such knowledge or suspicion to disciplinary action up to and including immediate termination of employment.