Anti-Bribery Policy - EthicsPoint

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Anti-BriberyStatement of PolicyPolicy # CMP-2-15 Issued By: Corporate Compliance Page: 2 of 61. PurposeThe purpose of this policy is to set forth the Company’s commitment to upholding the highest standardsof business integrity and to comply with all domestic and international anti-bribery and corruption rules,regulations and laws. This policy provides Employees of the Company with information and guidanceon how to identify, respond to, and avoid situations that could potentially violate anti-bribery laws, bothdomestic and international.2. PolicyIn all locations worldwide, the Company and its Employees will utilize only ethical commercial practicesin dealing with private business persons or Domestic or Foreign Government Officials. The Companyand its Employees will not seek to influence sales of its products or services by making payments ofbribes or other questionable inducements, directly or indirectly through the use of third parties.Employees are also prohibited from accepting kickbacks from vendors. It is Layne’s policy to avoideven the perception of impropriety in business dealings.3. ScopeThis policy applies to all Employees of Layne Christensen Company, its subsidiaries and those affiliatesover which it has operating control, worldwide (“Layne” or the “Company”). All officers, directors, andany other third parties acting on Layne’s behalf must also comply with this policy.4. Definitions1. Bribe – A payment or promise to give money, fee, commission, credit, gift, gratuity or anythingof value to a person in a position of influence for purposes of improperly persuading theperson.2. Charitable Donations – A monetary gift or payment in-kind made by an individual or anorganization to a nonprofit organization, charity or private foundation. For example, donationsthat are registered with 501(c)(3) status by the U.S. Internal Revenue Service are CharitableDonations.3. Domestic – As Layne is a publically traded company based in the United States, this term isused in all corporate policies to refer to the fifty United States.4. Domestic Government Official – A person at any level of local, state, provincial, regional orfederal government or public administration in the United States through election, appointment,selection or employment. This term also includes public officials who are running for politicaloffice or the head of a political party in the United States.5. Employee – A person who is employed by the Company or its wholly owned subsidiaries,worldwide, either as permanent or temporary, hourly or salaried, in return for financial or othercompensation.6. Foreign Government Official – A political party candidate or any person acting on behalf ofan international (non-US) government or agency, department, instrumentality or other entity ofsuch government (e.g., national, state or local governmental bodies). Also included are anyemployees of businesses or entities owned (in whole or in part), controlled or operated by agovernment agency. This term shall also mean any person who is employed by a Public
Anti-BriberyStatement of PolicyPolicy # CMP-2-15 Issued By: Corporate Compliance Page: 3 of 6International Organization, including but is not limited to, organizations such as the UnitedNations and World Bank.7. Gift – Any item that is provided to a non-Layne individual or entity that is completely gratuitousand where the giving party receives nothing of value in return.8. International – As Layne is a publically traded company based in the United States, this termis used in all corporate policies to refer to anything outside of the fifty United States.9. Kickback – A kickback is a form of bribery but where the bribe-taker is an Employee. The mostcommon form of kickback involves a vendor providing cash, goods, gifts or services to anEmployee in exchange for favorable treatment over others vendors.10. Sponsorship – The provision of funding, in monetary or non-monetary form, for an marketingactivity or initiative where: i) Layne’s name or products are associated with the activity; ii) Thefunding is dedicated to a certain, predefined initiative/activity; or iii) Layne may receive apromotional or reputation enhancing opportunity.11. Third Party Intermediary (“TPI”) – Any agent, representative, consultant, contractor,distributor, joint venture partner or other third party engaged to act on Layne’s behalf withForeign Government Officials or international government entities.12. Trade Association or Professional Membership – Membership within an industry tradegroup, business association or sector association, the purpose of which is to promote theindustry and Layne’s common interests through collaboration or standardization.13. Vendor – A person or company that sells goods or services to Layne. In the E1 ERP System,the term vendor is also used more broadly to include any payments made through theAccounts Payable process.5. Responsibilities1. Chief Compliance Officer – Responsible for implementing and enforcing this policy.2. Managers and Supervisors – Responsible for ensuring that the operations and Employeeswithin their supervision and control must abide by and understand this policy.3. All Employees – Responsible for ensuring compliance with this policy and for reportingdemands for bribes, kickbacks, or any other corrupt behavior immediately.6. Procedures6.1 Bribery PreventionLayne prohibits Employees from giving or promising to give anything of value to a private businessperson or Domestic or Foreign Government Official for the purpose of gaining an unfair businessadvantage. An unfair business advantage can include any of the following:Winning a government contractObtaining or retaining businessReducing or avoiding tax assessments, settlements, fines and/or penaltiesAvoiding custom duties or penalties
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