Bitt Anti-Bribery Policy
Last Update: July 14, 2023
Bitt and its subsidiaries (“Bitt”) maintain an Anti-Bribery Policy (“Policy”) prohibiting any improper or unethical payment to government officials, or a party to a private commercial transaction, anywhere in the world by any Bitt officer, associate, or agent. This Anti-Bribery Policy is designed to comply with the requirements of the U.S. Foreign Corrupt Practices Act (the “FCPA”), the U.K. Bribery Act 2010 (the “U.K. Bribery Act”) and the anti-bribery laws of those other jurisdictions in which Bitt does business. These laws prohibit bribes, kickbacks, or illegal payments to influence business transactions, and require Bitt to maintain accurate books and records and a system of internal controls.
No Bitt officer, associate, employee, agent, consultant, representative, contractor, or anyone acting on behalf of Bitt (collectively “Agent”) has the authority to offer, promise, give, or authorize payments of money or anything else of value, whether directly or indirectly, to a government official or a participant in a private commercial transaction with the intent to improperly induce that person to affect any act or decision, to do or omit to do any act in violation of their duty, or to secure an improper advantage in a manner that will assist Bitt or any of its subsidiaries or divisions, or any of its Agents, or anyone else to obtain or retain business (“Prohibited Payments”).
Every Bitt Agent has the obligation to record accurately and fairly all transactions involving any expense of Bitt or any other transaction involving the disposal or transfer of Bitt assets, including submitting and keeping accurate supporting documentation. In addition to direct payments of money, other examples of Prohibited Payments include the following made at the direction, or for the benefit, of a government official or a commercial business partner with the intent to secure an improper advantage:
- gifts, or travel, meals, entertainment, or other hospitality expenses
- contributions to any political party, campaign, candidate for office, or party official
- employment, whether paid or unpaid (e.g., internships); or
- charitable contributions and sponsorships.
Facilitating payments are not authorized by this Policy. These are payments of small amounts to a government employee to expedite or secure performance of a routine, non-discretionary governmental action, such as obtaining visas, permits and licenses, police protection, or utility services in a foreign country. This Policy does not prohibit payments of official fees, which are standard, published fees available to parties and paid to governmental offices or agencies (rather than directly to government employees) to obtain non-discretionary governmental actions, such as legitimate filing fees.
The Anti-Bribery Policy extends to Bitt’s operations anywhere in the world, including all subsidiaries, divisions, or Agents, as well as to any joint venture, consortium, or other business enterprise in which Bitt is a participant. The Anti-Bribery Policy is applicable to Bitt and its Agents in performing Bitt’s business, as well as in connection with events, campaigns, and other initiatives.
Violations by a Bitt Agent of anti-bribery laws or this Policy will result in progressive discipline, up to and including possible termination of such Agent’s employment or contract with Bitt. Violations by any Bitt Agent can also result in severe penalties for both Bitt and such individuals. For example, individuals can receive five years of imprisonment and a $100,000 fine for each violation of the anti-bribery provisions of the FCPA, and 20 years imprisonment and a $5 million fine for each violation of the record keeping provisions of the FCPA. Under the U.K. Bribery Act, bribery and corruption are punishable for individuals by up to ten years’ imprisonment and companies could face an unlimited fine.
The law specifically prohibits a company from reimbursing an officer, director, stockholder, employee, agent, or any other person for fines imposed for violations of the FCPA, so any fines for violations for which an Agent is responsible will be paid from their personal assets. In addition, Bitt will fully cooperate with law enforcement authorities in the investigation and prosecution of alleged violations of anti-bribery laws.
Gifts, Travel, Entertainment and Other Expenses
This Policy prohibits making, authorizing, or offering Prohibited Payments to any person, but special care must be taken when dealing with government officials. Bitt permits Bitt logo items (such as Bitt logo pen and pencil sets, shirts, hats, and other similar items) to be given to government officials as modest gifts in the ordinary course of business, provided that:
- such gifts are nominal in value; and
- presenting any such gift will be in conformity with the written laws of the country in which the gift has been made.
Bitt also permits reasonable expenditures for travel, meals and entertainment expenses legitimately related to tours of Bitt’s facilities, training in the use of Bitt’s products and services, or otherwise related directly to Bitt’s promotion of its products and services, provided such expenditures are not extravagant and otherwise conform to the limitations in this Policy and to the laws and customs (as recognized by the written local law or a published judicial decision) of the country in which the expenditures are incurred. Before providing, directly or indirectly, any such travel, meals, or entertainment expenditure for a government official, a Bitt Agent must first obtain written permission from a supervisor and Bitt’s Legal and Regulatory Department.
It is never acceptable to offer, authorize, or give any gift or incur any expense in expectation of receiving something in return or if the recipient may believe he or she owes something in return (quid pro quo).
Some international organizations are considered governmental organizations and their employees and agents are considered governmental officials. Government officials not only include high-ranking officials who have been elected or appointed, but also include every employee or person acting in an official capacity regardless of seniority. Government officials encompass a wide range of people, but generally include:
- officers and employees of any government, or a government department, agency, bureau, authority, instrumentality or public international organization
- persons acting in an official capacity on behalf of a government
- employees of entities that are owned or controlled by a government, including government owned or government controlled businesses, also sometimes referred to as state-owned enterprises
- candidates for political office
- a member of a royal family
- a member of a legislative body or their staff
- a member of the judiciary or their staff
- a political party official, or the political party itself; or
- an employee of a public university or hospital.
The U.S. Department of Justice and the U.S. Securities and Exchange Commission have adopted a very broad interpretation of what constitutes an instrumentality of a foreign government. This may include entities that do not appear primarily to serve an obvious government function, in which all employees would then be considered governmental officials. For purposes of this Policy, any entity with significant governmental ownership or influence shall be viewed as an instrumentality of a foreign government.
Other than for gifts with a value of no more than U.S. $99, given or received in the normal course of business, neither a Bitt Agent or their relatives may give gifts to, or receive gifts from, Bitt’s current or prospective clients, vendors, or any other commercial partners. Presenting or accepting any other gifts to or from private commercial parties requires prior written approval from a supervisor and Bitt’s Legal and Regulatory Department.
Bitt permits accepting or incurring proportionate and reasonable expenditures for travel, meals and entertainment expenses legitimately designed to show appreciation to existing business partners, and/ or to present products and services to, or establish cordial business relations with existing or prospective business partners, provided that such expenditures:
- are not excessive and always appropriate to the nature of the business relationship with, and the seniority of, the recipient
- conform to the laws and customs (as recognized by the written local law or a published judicial decision) of the country in which the expenditures are incurred, as well as the policies, rules, or codes of conduct of the recipient; and
- do not place the recipient under an obligation or expectation to confer any business advantage in return for such expenditure (quid pro quo), or create an impression that the recipient’s independence will be affected.
Before providing or accepting, directly or indirectly, any travel, meals, or entertainment expenditure reasonably valued at more than U.S. $250 for each recipient, a Bitt Agent must first obtain written permission from a supervisor and Bitt’s Legal and Regulatory Department. Since the level of appropriate expenditures may vary significantly from country to country, the CFO is authorized to adopt lower expenditure limits for those respective jurisdictions.
It is crucial that entertainment should not be given or received on such a scale that it forms an inducement to enter a business transaction or arrangement which would not otherwise be undertaken, or to improperly influence such a transaction or arrangement. Nor should entertainment be offered, given, or received if it might adversely impact the business or professional reputation of the giver or the recipient. Moreover, in no event may any gift or hospitality violate any other provision of this Policy or any provision of Bitt’s Ethics Policy, or put Bitt or a Bitt Agent in a position that may cause embarrassment.
Any gift, entertainment, or hospitality given must be accurately recorded by the Agent incurring the expense utilizing Bitt’s current expense management system(s) and supported by legitimate documents like invoices or receipts consistent with Bitt accounting policies. No expenditure may be made with the express or implied agreement that it is to be used for any purpose other than as described by the records reflecting the expenditure.
Third Parties’ Compliance with Bitt’s Anti-Bribery Policy
Bitt’s obligation of ethical and legal behavior includes and encompasses the activities of Bitt’s Agents and business partners (including joint venture partners). Bitt may be held accountable for the actions of third parties doing business in any market on behalf of Bitt, so every Agent and business partner must remain vigilant to ensure such third party’s actions are consistent with this Policy. Willful ignorance of facts or circumstances which make it likely that bribery could be occurring is a violation of this Policy and may amount to a violation of anti-bribery laws.
Before establishing a relationship with any third party to represent Bitt in any marketplace, sufficient due diligence must be performed to determine that the third party’s commitment to ethical business practices is consistent with Bitt’s high standards, this Policy, and Bitt’s Ethics Policy. Any arrangement with such third party should include proper contractual provisions and monitoring procedures to ensure compliance with anti-bribery laws and consistency with Bitt’s Anti-Bribery Policy. Care should be taken in any instance where the third party has interactions with government officials in the performance of its services on behalf of Bitt.
Among many other situations, the following situations, whether or not involving a government official, could expose Bitt and the individuals involved to a risk of a violation of anti-bribery laws and/or Bitt’s Ethics Policy, and this policy, and must be reported as set forth below:
- Requests or demands for a bribe.
- Requests from a third party for Bitt to make payments (or portion of a payment) on behalf of the third party to someone else.
- Requests or suggestions that Bitt make a charitable donation to a particular charity as a condition to any legitimate business purpose Bitt is pursuing.
- Requests for employment, whether paid or unpaid (such as an internship), either on his or her own behalf or on behalf of another as a condition to any legitimate business purpose Bitt is pursuing.
- A person with whom Bitt is dealing has a reputation for receiving or giving questionable payments.
- A demand or strong suggestion that a particular local representative should be retained for any purpose or a request by a government official that Bitt hire a particular person or contract with a particular company.
- A non-governmental person with whom Bitt is dealing has a known family or other significant relationship with government officials.
- A request for an unusual or excessive payment, such as a request for over-invoicing, unusual up-front payments, or a request for payments to be made to a third party (or to a third country), to a foreign bank account, in cash or otherwise untraceable funds.
- A proposed agent or representative has little or no expertise or experience in the area (whether geographic, professional, or otherwise) in which it will represent Bitt.
- A proposed agent or representative refuses to provide written assurances that he or she will not make any improper payments.
- A proposed agent or representative requests an unusually high commission.
- A proposed agent or representative fails to provide standard or accurate invoices.
- A potential governmental customer requests an unusual credit or rebate with or from Bitt in return for its business.
- Unusual bonuses, success fees, or other amounts paid to Bitt Agents.
- Bitt’s operations are in, or it is transacting business with a person in, a country perceived to have high levels of corruption. (See Transparency International’s annually updated “Corruption Perception Index”: https://www.transparency.org/en/cpi/2021).
A Bitt Agent’s conduct can reinforce an ethical atmosphere and positively influence the conduct of fellow associates. If you are aware of or suspect misconduct, including a violation of any applicable law, you must report it to the appropriate level of management.
You may also contact Bitt’s Legal and Regulatory Department by:
Email: [email protected]
Mail: 12180 S 300 E #117, Draper, UT, USA
A Bitt Agent’s reports, calls, detailed notes, emails and/or other messages will be dealt with confidentially, unless it is necessary to share such information to address the matter. Regardless, you have the commitment of Bitt that if you made a report in good faith, you will be protected from retaliation. Bitt has a strict anti-retaliation policy. Any person who retaliates against or threatens to retaliate against another for raising a concern or allegation regarding actual or potential misconduct will be subject to disciplinary action, up to and including termination.
Nothing in this Policy or any other Bitt policy or agreement prohibits you from providing information to the U.S. Securities and Exchange Commission or any government agency in a manner contemplated by relevant law or regulation.
A failure to report known or suspected wrongdoing in connection with Bitt’s business of which a Bitt Agent has knowledge may, by itself, subject that individual to disciplinary action up to and including termination of employment.
Administration of the Anti-Bribery Policy
The Anti-Bribery Policy will be administered by Bitt’s Legal and Regulatory Department. Any violations of the Anti-Bribery Policy will be reported to this Department.