Issue Date: 30 April 2021
1. INTRODUCTION
This Gift & Entertainment Policy (the “Policy”) applies to DEA TopCo LP, and its wholly owned and/or controlled, direct and indirect subsidiaries (“Digital Edge” or the “Company”) and their business operations globally. This Policy applies to all employees, including contingent workers, agents, contractors, and consultants providing services on behalf of the Company (collectively, “Company Personnel”).
For the avoidance of doubt, this Policy applies:
✔ Without modification, during traditional gift-giving or holiday seasons.
✔ To the giving of Benefits to and/or receipt of Benefits from third parties.
Capitalized terms used but not otherwise defined in this Policy are defined in Schedule 1. All U.S. dollar amounts stated in this Policy also include their local currency equivalents.
2. PURPOSE
The Company recognizes that giving and/or receiving of Benefits is often a common business or cultural practice intended to strengthen and build long term business relationships between organizations.
Unfortunately, Benefits are sometimes inappropriately used to:
✔ Exchange, obtain or retain business.
✔ Secure an improper business advantage.
✔ Exert undue influence or implied conditions on a business relationship.
Any of these situations may violate local anti-corruption laws, as well as the anti-corruption laws of countries that can apply worldwide (such as the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act). As such, the Company must ensure that Benefits are not given and/or received to inappropriately influence our interactions with third parties or obtain improper advantages.
The purpose of this Policy is to set out the principles in relation to giving and receiving of Benefits to or from any third party outside of the Company. This Policy should be read in conjunction with the Company’s Business Code of Conduct, Anti-bribery and Anti-Corruption Policy, Travel Hosting Policy, Corporate Hospitality Policy, Charitable Donation and Social Contribution Policy and Business Travel & Expense Reimbursement Policy.
3. GENERAL GUIDING PRINCIPLES
The following guiding principles will help you identify what you should do in terms of giving and/or receiving of Benefits. Each annexure to this Policy sets forth specific guidelines you must follow when giving and/or receiving Benefits, including the prior approvals required, if any, for the same.
With that said, you must always apply your personal judgment in good faith to decide whether aparticular activity or expense is appropriate even if technically appears to be permitted within the guidelines of this Policy. Should you have any questions or are unsure about the provision or receipt of a Benefit, you should always seek guidance in advance from the Legal Department or your direct supervisor.
a. General Principles
All Benefits must:
✔ Be given/received for a legitimate business purpose.
✔ Be infrequent or occasional in nature.
✔ Be transparent, open, and accurately recorded.
✔ Be respectful, customary, and in accordance with local custom.
✔ Comply with all applicable laws.
✔ Comply with the internal policies and procedures of the employer or organization of the individual giving/receiving the benefit.
✔ Be given in compliance with this Policy and other Company Policies, including is Business Code of Conduct and the Company’s Anti-Bribery and Anti-Corruption Policy.
All Benefits must not be:
⊗ Designed, given, or received to influence a business relationship / opportunity.
⊗ Given or received to obtain an unfair business advantage.
⊗ Given or received in return for a benefit, advantage, or favor (e.g., quid pro quo or kickback).
⊗ Lavish or extravagant.
⊗ Embarrassing or inappropriate in nature (e.g., adult entertainment).
b. Prohibited Benefits
The giving or receiving of the following Benefits are strictly prohibited by the Company:
⊗ Cash and cash equivalents in any currency (even if given during traditional holidays such as Christmas, Chinese New Year, weddings, birthdays, or funerals)1;
⊗ Watches, jewelry, or other items readily converted to cash (e.g., gold or silver, coins, gift cards that can be returned for cash).
⊗ Stock or stock options.
⊗ Discounts not generally available to the public.
⊗ Cash contributions to political parties or candidates.
c. Timing on Receipt and Provision of Benefits
Company Personnel should avoid giving and/or receiving any Benefits to or from a third-party during a Pending Deal. The giving and/or receiving of Benefits during this period could give the appearance of impropriety.
d. Provision of Benefits to Government Employees
In some countries, government employees and officials are subject to laws and regulations limiting their ability to solicit or accept gifts, entertainment, meals, gratuities, and other items of value from firms and persons that do business or seek to do business with the government or that have interests that could be affected by the employee’s performance of his or her duties.
It is Company policy to strictly comply with those laws and regulations. Consequently, Company Personnel are prohibited from giving anything of value to Government employees, except for:
1 The company recognizes that in some cultures, the giving of a de minimis amount money during traditional gift giving periods and significant life-events (e.g., Chinese New Year, births, or funerals etc.) is deemed customary and an important part of the culture. In those jurisdictions, Company Personnel should nonetheless abstain from giving ‘red or white’ packets (or similar monetary gifts) to third parties known to them through their business activities. The Company can, in certain circumstances, extend a Gift (e.g., flowers, condolences wreaths, candies, gift basket, etc.) on behalf of the Company or Company Personnel provided they are processed pursuant to and in accordance with this Policy. Likewise, Company Personnel should avoid soliciting and or requesting such red or white packets (or similar monetary gifts) during these periods from third-party individuals known to them through their business activities. If your receive such an item during a one of these traditional gift giving periods or as a result of a significant life event, you must either (i) decline the gift if socially acceptable and otherwise wouldn’t cause you significant embarrassment; or (ii) disclose to the Company as soon as practical the amount received, the entity/individual extending the gift, and the circumstances surrounding the receipt thereof – any amounts over the thresholds stated in Annex A of this Policy (or if deemed by the Company to be inappropriate in light of the circumstances) may be subject to forfeiture and required to be handed over to the Company’s Finance Department for donation to a local charity approved by the Company.
✔ Digital Edge’s advertising or promotional items of little intrinsic value (market value of US$20 or less), such as a coffee mug, calendar, or similar items displaying the Company logo, so long as such items do not exceed US$50 per recipient in a calendar year in the aggregate.
✔ Modest refreshments such as soft drinks, coffee, and donuts on an occasional basis in connection with business activities.
✔ Business-related meals and local transportation having an aggregate value of US$20 or less per occasion, so long as such items do not in the aggregate exceed US$50 per recipient in acalendar year.
✔ Attendance at a widely attended gathering such as a conference (including meals, refreshments, entertainment, and instructional materials furnished to all attendees, but not including travel expense, lodging, entertainment which is collateral to the event or meals other thanin a group setting with all other attendees). The permissible value of such items depends uponthe number of overall attendees and whether the Company is sponsoring the event. You must consult with and obtain approval from the Legal Department before offering any such benefits to US Government employees.
e. Provision of Benefits to State-owned Entities | Mandatory Review
In this Policy, the limits on the giving of Benefits often differs on the commercial status of the intended recipient of the Benefit. All intended recipients of Benefits under this Policy must be pre-screened by the Requestor for state-ownership/state-control status. Generally, a review of the recipient’s web page under “Investor Relations” will highlight whether the recipient is a SOE.
In the event a Requestor has any doubt as to the commercial status of the intended recipient, the Requestor should contact the Legal Department for assistance before extending any Benefits to the recipient.
f. Responsibilities
All Company Personnel are responsible for understanding this Policy and ensuring compliance with the same. The Chief Legal and Compliance Officer (“CLO”) is responsible for conducting audits and providing trainings on this Policy. Company Personnel are expected to attend any mandatory trainings issued by the Legal Department. The Legal Department and Finance Department are jointly responsible for reviewing and updating this Policy on an annual basis.
g. Pre-Approval Forms
If the given or receiving of a Benefit requires pre-approval under this Policy, Requestors must complete the Pre-Approval Form prior to the giving or receiving of the Benefit and have it signed by the appropriate required Approver. In most circumstances, the Requestor should obtain the approval from within his or her own business unit, but in rare circumstances, may obtain approval from other business unit Approvers.
f. General and Country-Specific Monetary Thresholds for Pre-Approval
The appropriate Approver required to sign a Pre-Approval Form under this Policy generally depends on the per-person value of the proposed Benefit. Annex A of this Policy provides specific guidance on Giving Gifts, including the general thresholds for approval of Gifts. Annex B of this policy provides specific guidance on providing Entertainment, including the general thresholds for approval of Entertainment.
In addition to these general thresholds, the Company may adopt country-specific thresholds or guidelines
for providing Gifts or Entertainment to recipients from specific countries to account for differences in local laws. These ‘country-specific’ thresholds will supersede the limits set forth in this Policy and will be communicated to all Company Personnel through a separate circular.
Pre-Approval thresholds are a mechanism for ensuring that expenses are reviewed and authorized by appropriately senior Company personnel. Even if a Gift or Entertainment expense does not meet the quantitative threshold for Pre-Approval, it is necessary for the expense to comply fully with the qualitative standards for appropriate conduct set forth in this Policy.
g. Exceptions to Policy
Given the importance of this Policy, exceptions to this Policy should be avoided. Any requests for exceptions must be made by the Requestor to the Chief Financial Officer (“CFO”). Notwithstanding anything herein to the contrary, the CFO’s approval powers for exception requests cannot be delegated to any other Company Personnel.
4. POLICY VIOLATIONS
Company Personnel who violate this Policy may be subject to disciplinary action, this may include suspension and/or termination of employment, association, or relationship with the Company, as well as any other rights or remedies that the Company may have against the defaulting personnel. It is not an acceptable defense to a violation of this Policy that you were unaware that the circumstances in question were unlawful or a violation of this Policy.
5. RECORDING AND TRACKING OF BENEFITS GIVEN AND RECEIVED
The Requestor is responsible for completing and maintaining copies of all completed and approved Pre Approval Forms, as well as all relevant accompanying documentation. These forms should be provided along with your business expense report to the Finance Department, if seeking reimbursement for a Benefit extended, or to the Legal Department in all other cases. Only properly completed Pre-Approval Forms will be accepted by the Company as evidence of compliance with this Policy.
The Company will undertake to store and preserve all approved Pre-Approval Forms submitted by a Requester to the Finance or Legal Department, however, records must be kept by the Requestor and readily available for periodic audits. Inability to demonstrate suitable records of a proper pre-approval of Benefits as required by this Policy shall subject the Requestor to disciplinary procedures, up to and including summary dismissal and potential liability.
Please note that any Benefit not requiring approval under this Policy should still be transparent, accurately disclosed and recorded by the Company Personnel (e.g., if you take someone out for a business dinner, always record full names, titles and companies of the people who attended, as well as the reason for the dinner). Failure to accurately record a Benefit is grounds for disciplinary action, up to and including dismissal.
6. MONITORING EXPENSE REPORT CLAIMS
The Finance Department shall be responsible for monitoring all expense claims relating to Benefits, to ensure that appropriate approvals have been obtained and that all expenses are properly documented. Expense claims for which relevant approvals have not been obtained will not be reimbursed and such expenses shall be reported to the Legal Department. Any expense claim that does not comply with this
Policy and any other Company Policy will not be reimbursed.
7. REPORTING VIOLATIONS
Any violations or suspected violations of this Policy must be immediately reported to your manager or
through the various communication channels referred to in the Whistleblower Policy. Managers receiving reports of suspected violations of this Policy must immediately provide all details reported to them to the Legal Department.
No retaliation will be tolerated against you for reporting, in good faith, any suspected violation of this Policy.
ANNEX A
GIVING OF GIFTS
The following sets forth specific rules and procedures for the giving of Gifts to third parties. A. GUIDING PRINCIPLES
1. Definition of Gift
“Gifts” are any item for which a recipient has not paid fair market value. Gifts include anything presented as a token, social courtesy or to commemorate an occasion such as a holiday, birthday, or special event. Gifts can be anything of value, whether tangible or intangible (but for purposes of this Policy do not include Entertainment or Corporate Hospitality hosted by Company personnel).
2. Giving of Gifts to Family Members
The giving of a Gift to a supplier’s, customer’s, or other business partner’s family members is strictly prohibited under this Policy.
3. Pending Deals
Gifts should not be given during Pending Deal periods.
B. REQUIRED PRE-APPROVALS
1. Non-Company Branded Gifts
Category of Recipient | Value of Gift | Required Approvers |
Commercial entities / employees | US$50 or below | No Pre-Approval2 |
US$50 – US$100 | VP and above | |
US$100 – $250* | CxO | |
State-owned entities / public officials** | US$50 or below | VP and above |
US$50 – $100* | CxO + CLO |
* Any Gift greater than the foregoing amounts must be approved additionally by the CFO.
** The Company may institute country specific limitations in respect of extending Benefits to public officials and/or SOEs which shall supersede the amounts set forth in this Annex.
2. Company Branded Gifts
The Marketing Department is the only department authorized by the Company to produce and acquire branded gifts and memorabilia for distribution to third parties. The Marketing Department shall keep a register of all branded gifts and ascribe a value to the same which shall be made available to Company Personnel. Company Personnel can give a Company-branded Gift to a third party without prior approval provided the Gift has an ascribed value of US$50 or less. Each Business Unit is responsible for tracking Company-branded promotional Gifts given to third parties by their employees and must provide such information to the Marketing Department and/or Legal Department upon request.
2 Notwithstanding the fact that no pre-approval is required, the Company Personnel should properly record and disclose the details of the Gift, recipient (including their title and company name) in his/her expense reimbursement claim so the Company can properly record the gift in its books and records.
If the value of the Company-branded gift exceeds US$50 in value, the Requestor should process the request for approval under the Non-Company Branded Gift procedure above (notwithstanding it may be a Company-branded Gift).
3. Annual Limits
The provision of Gifts within the same fiscal year is subject to the following caps:
Category of Recipient | Annual Cap of Total Value of Gifts Given to Individual Recipients* |
Commercial entity / employees | US $500 |
State-owned entities / public officials** | US $100 |
*This annual limit is applicable on a per giver basis. It is a violation of this Policy to intentionallycircumvent the caps stated herein by colluding with other employees to agree to give gifts to the same individual recipients or a group of individual recipients at the same entity.
** The Company may institute country specific limitations in respect of extending Benefits to public officials and/or SOEs which shall supersede the amounts set forth in this Annex.
ANNEX B
GIVING OF ENTERTAINMENT
The following sets forth specific rules and procedures for the giving of Entertainment to third parties. With that said, you must always apply your personal judgment in good faith to decide whether aparticular Entertainment Benefit is appropriate even if technically allowed within the guidelines of this Policy.
A. GUIDING PRINCIPLES
1. Definition of Entertainment
“Entertainment” are events attended by both Company Personnel and third parties which are intended to develop better business relationships. Entertainment events generally do not contain a component of demonstration of the Company’s capabilities, or if they do, the percentage of the event that is working is a small portion of the entire agenda. Examples include sporting events, golf outings, dinner and drinks and wine tasting.
Please also note that Working Meals (e.g., meals held on or nearby the Company’s or the third party’s premises before, during, or after a business meeting) of less than US$75 per person/recipient are not considered Entertainment for the purposes of this Policy and do not need to be declared or recorded pursuant to this Policy. With that said, Company Personnel’s expense reimbursement claim for any Working Meal must include the name, designation and organization of the persons in attendance, as well as the reasons for extending the Working Meal.
Working Meals that are over US$75 per person/recipient must be pre-approved as Entertainment under this Policy.
Any Entertainment provided where the Company Personnel is not present shall be treated as a Gift and are governed by the limits set forth in the Giving of Gifts, Annex A.
2. Government Regulators/Adjudicators
Except for Entertainment provided as part of an approved Corporate Hospitality Event under the Company’s Corporate Hospitality Policy, Company Personnel are prohibited from giving any form of Entertainment to government regulators, employees, or adjudicators (e.g., tax authorities, telecommunications regulators, investigators, data protection authorities, etc.).
3. Pending Deals
Entertainment should not be given during Pending Deal periods. Please note that excessive hosting of Working Meals while there is a Pending Deal can be considered improper and should be avoided.
4. Airfare
Employees must never provide airfare or flight tickets in conjunction with an Entertainment event. B. REQUIRED PRE-APPROVALS
Category of Recipient | Value of Benefit | Required Approvers |
Commercial entity / | US$150 or below | No Pre-Approval3 |
3 Notwithstanding no approval is required, Company Personnel should properly record and disclose the details of the Entertainment (e.g., recipient (including their company name), amounts on a per person basis, and the purpose of the same in his/her Expense Reimbursement Claim) so the Company can properly record the same in its books and records.
employees | US$150 – US$250 | VP and Above |
US$250 – US$350* | CxO | |
State-owned entities / publicofficials** | Under US $150 | VP and Above |
US $150-$200* | CxO + CLO |
* Any Entertainment greater than the foregoing amounts must be approved additionally by the CFO. ** The Company may institute country specific limitations in respect of extending Benefits to public officials and/or SOEs which shall supersede the amounts set forth in this Annex.
1. Annual Limits for Giving of Entertainment
The provision of Entertainment within the same fiscal year is subject to the following caps:
Category of Recipient | Annual Cap of Total Value of Entertainment* |
Commercial entity / employees | No cap, but the giving of Entertainment must be infrequent in nature. |
State-owned entities/public officials** | US $300 |
* This annual limit is applicable on a per giver basis. It is a violation of this Policy to intentionally circumvent the caps stated in this Policy by colluding with other employees to agree to provide Entertainment to the same individual recipients or a group of individual recipients at the same entity.
** The Company may institute country specific limitations in respect of extending Benefits to public officials and/or SOEs which shall supersede the amounts set forth in this Annex.
2. Rules on Spouses, Partners, Family Members, and other “Plus One”
No spouses, partner, family members, and other “plus one” are allowed at any Entertainment events, except for events that are customary for “plus one” to attend. For these “plus one” type of events, Digital Edge spouses, partners, and family members are encouraged, but are not required to also be in attendance. Examples of acceptable events include family days, picnics, movie screenings, and theatre outings. Information on the inclusion of partners and other “plus one” must be disclosed at the time the Requestor seeks pre-approval for the Entertainment event.
ANNEX D
RECEIPT OF BENEFITS
The following sets forth specific rules and procedures for the receiving of Benefits from third parties. With that said, you must always apply your personal judgment in good faith to decide whether aparticular receipt of a Benefit is appropriate even if technically allowed within the guidelines of this Policy.
A. GUIDING PRINCIPLES
1. Timing on Receipt of Benefits
The receipt of any Benefits from potential vendors or suppliers should be refused by Company Personnel during the adjudication period of a contract. The adjudication period refers to the time-period when the Company is in the process of selecting a potential vendor or supplier, which is the time-period during which bids are called for until the time a decision is made.
B. REQUIRED APPROVALS | GIFTS
1. Receipt of Gifts4
Based on the value of the Gift, Requestors should approach their relevant Business Unit approver after receipt of the same and seek written approval of the receipt of the Gift. If it is clear the value of the Gift exceeds the maximum limits set forth below, the Requestor should endeavor to politely decline the Gift as exceeding the Company’s guidelines on the receipt of Gifts. If the giver of the Gift insists, the Requestor should seek additional approval of the CFO for any Gift exceeding the limits below. Gifts which are capable of sharing (e.g., gift baskets, wine baskets, etc.) should be shared with the entire office by placing in the pantry or other common area.
Receipt of Gift | Value of Gift | Required Approvers |
US $50 and below | No Approval | |
US $50 – US$150 | VP and Above | |
US$150 – US$250* | CxO |
* Any Gift in excess of the foregoing amounts must be additionally approved by the CFO.
2. Annual Limits on Gifts Received
The receipt of Gifts from the same entity is subject to the following caps for all gifts received within the same fiscal year:
Receipt of Gift | Annual Cap of Total Value ofIndividual Gifts Received from the Same Entity |
US $500 |
All unwanted Gifts received by a recipient that cannot be returned to the gift-giver must behanded over to your local Human Resource (“HR”) Department. HR shall decide the subsequent handling of the unwanted Gifts in consultation with the Legal Department.
4 Please note that in some cultures, receipt of money through traditional gift giving periods (such as Chinese New Year or Funerals) is deemed customary and an important part of the culture. In those jurisdictions, Recipients should not solicit or request such ‘red or white packets’ from individuals known to them through their business activities. If an individual or entity extends such a benefit to you, you are required to disclose the amount and entity/individual extending the Gift in accordance with this Policy – any amounts over the thresholds stated above (if deemed by the Company to be inappropriate in light of the circumstances) shall be subject to forfeiture and required to be handed over to the Company’s Finance Department for donation to a local charity approved by the Legal Department.
C. REQUIRED APPROVALS | RECEIPT OF ENTERTAINMENT
1. Pre-Approvals Required Prior to Receipt of Entertainment
Based on the value of the Entertainment / Corporate Hospitality, Requestors should request pre-approval from their relevant Business Unit approver.
Receipt of Entertainment | Value of Benefit | Required Approvers |
US$75 or below | No approval | |
US$75-US $250 | VP and Above | |
US $250 – 350* | CxO |
*Any Entertainment / Corporate Hospitality in excess of the foregoing amounts must be approved by CFO. 2. Annual Limits for Receipt of Entertainment
There is no cap on receipt of Entertainment from the same entity, however, the receipt of such entertainment must be infrequent in nature and consistent with the guidelines set out in this Policy.
SCHEDULE 1
DEFINITIONS
Approver means the individual or individuals required to approve (either prior or post-receipt) the receipt and/or giving of a Benefit under this Policy.
Benefits are anything that is offered, promised, or given to a recipient and includes cash, cashequivalents, per diem expense payments, Gifts, promotional Gifts, Entertainment, travel, accommodation, business promotional activities, offers of employment, contributions to charities or political parties, investment opportunities, subcontracts, positions in joint ventures, favorable contracts, business opportunities and other similar items that are of value to the recipient.
Examples: Lai see, hongbao, gift cards, certificates or coupons, charitable donations, political contributions, tickets to sporting events.
Commercial Entities are non-government owned and/or controlled companies that are either privately owned/controlled or are minority-owned/controlled by government bodies. Minority means less than fifty percent (50%) ownership/control.
Company Personnel means employees of DEA TopCo LP and its wholly owned and/or controlled direct and indirect subsidiaries, consultants, contractors, directors, officers, Board members, and anyoneacting on behalf of the Company.
Entertainment are events attended by both Company Personnel and third parties which are intended to develop better business relationships. Entertainment events generally do not contain a component of demonstration of the Company’s capabilities, or if they do, the percentage of the event that is working is a small portion of the entire agenda. Please note, any Entertainment provided where the Company Personnel is not present shall be treated as a Gift and are governed by the limits set forth in the Giving of Gifts annex.
Examples: sporting events, boat cruises, wine tastings, meals that are not classified as Working Meals and side trips.
Gifts are any item for which a recipient has not paid fair market value. Gifts include anything presented as a token, social courtesy or to commemorate an occasion such as a holiday, birthday, or special event. Gifts can be anything of value, whether tangible or intangible (but for purposes of this Policy do not include Entertainment or Corporate Hospitality).
Examples: Fruit baskets, Diwali sweets, thumb drives, picture frames, wine, and Digital Edge branded items.
Government Official means (i) any individual or entity employed by or acting on behalf of a government, government-controlled agency or entity or public international organization, (ii) any political party, party official or candidate, (iii) any individual or entity that holds or performs the duties of an appointment, office or position created by custom or convention or (iv) any individual or entity that holds himself, herself or itself out to be the authorized intermediary of any of the foregoing, and includes any immediate family member (meaning a spouse, dependent child, parent or household member) of any of the above.
Pending Deals are defined to mean opportunities of any value with the third party’s company that has been recently closed prior to the date of the invitation or gift giving occasion, or deal(s) which are in the pipeline with the third party’s company that are likely to be closed soon after the date of invitation or Gift giving occasion.
Pre-Approval Form means the form proscribed by the Company for seeking Approval of giving or receiving a Benefit pursuant to this Policy.
Requestor is the Company Personnel who is seeking pre- or post-approval for the receipt or giving of Benefits under this Policy.
State-OwnedEntities (SOE) are wholly or majority-owned and controlled government juristic bodies, also known as government corporations, government business enterprises, public enterprises, public sector units or enterprises, etc. For purposes of this definition, ‘majority-owned and controlled’ means ownership, whether directly or indirectly, of fifty percent (50%) or more of a company’s capital stock and the ability to elect or designate a majority of its board of directors.
Examples: ChinaTelecom, China Mobile, SingTel, Etisalat, andBharat Sanchar Nigam Limited. Working Meals are meals held on or nearby the Company’s or the third party’s premises before, during, or after a business meeting that are of reasonable value (i.e., less than US $50or its foreign equivalent per person). Working meals are not considered Entertainment for the purposes of this Policy and need not be declared or recorded pursuant to this Policy. Working Meals that are over US$50 (or its foreign equivalent) per person must be pre-approved as Entertainment under this Policy. Personnel’s expense claims for the Working Meals must include the name, designation,and organization of the persons in attendance, as well as the reasons for extending the invitation. Note that excessive hosting or receipt of Working Meals during Pending Deal periods can be considered improper and should be avoided.