anti‐bribery & corruption policyp0027) and ul’s anti‐bribery & corruption policy...

ANTI‐BRIBERY&CORRUPTIONPOLICY

V5.0

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1.0 PURPOSE AND SCOPE

As a global company, UL must

comply with the anti‐bribery

and corruption laws and

regulations of every country in

which UL operates, including

the U.S. Foreign Corrupt

Practices Act (“FCPA”) and the

UK Bribery Act. These

standards are minimum

standards that apply to all

employees, UL’s Directors and

Board of Trustees, UL’s

President & CEO, all members

of UL’s management team and

any third parties that work with

or on behalf of or are associated

with UL.

2.0 ANTI‐BRIBERY &

CORRUPTION POLICY

This Policy was created to state

UL’s zero tolerance approach to

bribery and to provide direction

to assist in the prevention of

bribery and corruption.

No UL officer, employee, agent,

joint venture partner,

contractor or consultant may

pay, offer or promise to pay, or

authorize payment of money,

money equivalent, gifts or

anything else of value, in any

amount, to any person or

company whether a public

official or private person or

company, in order to secure

improper performance of duties

or functions or, in the case of a

public office, with any intention

to gain influence for a business

advantage in the performance

of official functions. A public

official is defined as all elected

or appointed officials,

candidates for political office,

consultants with government‐

owned or controlled companies,

officials in political parties or

anyone acting on behalf of a

public international

organization (such as the United

Nations).

No UL officer, employee, joint

venture partner, agent,

contractor or consultant may

receive or solicit to receive

payment of money, money

equivalent, gifts or anything

else of value, in any amount,

from any person or company in

connection with the

performance of services on

behalf of UL other than the

contractually established fee for

services rendered and

legitimate expenses to be

reimbursed in connection with

the performance of such

services.

For additional guidance, please

refer to UL’s Standards of

Business Conduct and Global

Supplier Standards of Conduct.

2.1 Working with Third Party

Intermediaries (“TPI’s”)

UL can be held liable for the

actions of our third parties who

act as intermediaries for and on

behalf of UL in the conduct of

business dealings with public or

private organizations or

officials. Intermediaries are

those joint venture partners,

contractors, agents or

consultants or others who are,

or are likely to be viewed as,

authorized representatives of

UL in such business dealings. UL

can be held responsible for such

intermediaries accepting or

giving of bribes, and UL’s failure

to take adequate steps to

prevent such intermediaries

from participating in bribery. UL

will not do business with a TPI if

the they are not committed to

doing business without bribery.

Any TPI that does business on

UL’s behalf must conduct

business with UL’s high level of

integrity and must carry out

business fairly, honestly, and

openly.

Any UL employee seeking to

establish a business relationship

for UL any third party must,

prior to engaging the third

party, perform a risk

assessment defined in 2.2 using

the Risk Rating Form (Appendix

1) to determine if the third

party is an intermediary and to

establish the level of risk. Once

the risk assessment has been

completed, if the party is a TPI,

the person engaging in the

relationship should follow the

process defined in this policy,

including:

2.1.1 Undertaking due diligence

as defined in 2.3 and detailed

on the TPI Due Diligence

Process Map (Appendix 2)

depending on the level

established by the risk analysis,

2.1.2 Preparing and maintaining

written documentation of the

due diligence and risk

assessment performed,


2.1.3 Documenting the third

party relationship including

obtaining the required signed

agreement and Anti‐bribery &

Corruption Certification of

Compliance; and

2.1.4 Monitoring payments to

third parties on a periodic basis.

See the steps below for more

details on how to conduct this

thorough review. The

documentation should be sent

to the appropriate parties as

defined in Appendix 2.

2.2 Performing a Risk

Assessment to Determine Level

of Risk and Designation of TPI’s

Prior to engaging a third party

or renewing a third party

relationship, a determination

needs to be made to determine

whether the company or

individual is a TPI and the level

of risk posed by the TPI for UL.

The different risk levels are Low

Risk, Medium Risk and High

Risk. Familiarize yourself with

UL’s Standards of Business

Conduct, and the Red and

Yellow Flags identified on the

Risk Rating Form (Appendix 1)

in order to conduct the risk and

TPI determination. The person

requesting or sponsoring the

relationship with the third party

should submit the completed

Risk Rating Form to Global

Sourcing or the Ethics &

Compliance Office. If a Third

Party has not been designated

as a TPI, no further due

diligence is required. It the

Third Party has been designated

as a TPI, please proceed to 2.3.

2.3 Undertaking Due Diligence

of TPI’s

Once a determination of TPI

status and a designation of risk

level have been established, TPI

Due Diligence Process Map

(Appendix 2) is followed to

ensure the appropriate steps of

due diligence are being

performed. An appropriate

level of Due diligence should be

conducted upon each contract

renewal or every three years in

the case of long term or

evergreen agreements,

whichever is less. An Evergreen

Agreement is a contract for

ongoing services with no

specific term, duration or

termination date stated or a

contract term that

automatically renews the length

of the agreement after a

predetermined period, unless

notice for termination is given.

The Process Map makes

reference to the steps below

that have been identified for

each risk level. When engaging

a TPI, senior management

needs to be consulted and

required approvals obtained as

defined below:

Sales Agent, person engaging in sales on behalf of UL or other person acting as an intermediary between UL and current or prospective customers for purpose of securing business: Senior commercial or sales executive in applicable business or industry unit or his/her designee. Field Inspector or person performing follow‐up service

duties or other forms of inspection, monitoring or auditing activity in the field: Senior field operations executive in applicable business or industry unit or his/her designee. Testing Laboratory or other person performing testing on behalf of UL: Senior operations executive in applicable business or industry unit or his/her designee. All other third party relationships: [email protected].

Documentation of the due

diligence performed for a TPI

should be submitted to Global

Sourcing or the Ethics &

Compliance Office

([email protected]).

Low Risk:

For TPI’s identified as a Low

Risk, perform the following:

1 Send the link to the external

versions of UL’s Global Supplier

Standards of Conduct (00‐LE‐

P0027) and UL’s Anti‐bribery &

Corruption Policy (00‐LE‐P0030)

to the third party using the

email template found at

Appendix 3.

2. Have the TPI complete, sign

and return the Anti‐bribery &


Compliance (Appendix 4). If a

TPI requests not to sign the

Certification, please direct them

to the Ethics & Compliance

Office for a review and

acceptance of the TPI’s ethics


and compliance programs in

lieu of signing the anti‐bribery

certification.

3. Ensure there is a written

agreement or other document

signed which details the

relationship and contains

language regarding

conformance to the Global

Supplier Standards of Conduct.

4. Provide confirmation or

request that the Ethics &

Compliance Office or Global

Sourcing confirm the third party

and any employees listed on the

Anti‐bribery & Corruption

Certification of Compliance are

not found on the Specially

Designated Nationals List

(http://www.treasury.gov/reso

urce‐center/sanctions/SDN‐

List/Pages/default.aspx)

5. Take periodic, reasonable

steps relative to the level of

assessed risk to monitor the

transactions undertaken by and

payments made to the third

party for products or services

on behalf of UL.

Medium Risk:

For TPI’s identified as a Medium

Risk, perform the Low Risk steps

and

6. Evaluate and document the

TPI’s qualifications using the TPI

Due Diligence Questionnaire

(Appendix 5), obtaining

information from the TPI as

needed to complete the

Questionnaire. This should

include an evaluation and

documentation of the business

rationale for engaging the TPI.

7. Conduct and document an

online media search.

8. Contact references listed by

the TPI and document the

results of the contact.

9. Obtain copy of the TPI’s

compliance code or other ethics

policies.

10. Submit to senior

management as identified

above for approval.

High Risk:

For TPI’s identified as a High

Risk, perform the Low and

Medium Risk steps and escalate

the proposed contract or

relationship to the Ethics and

Compliance Office. The E&C

Office will assist you in

conducting the additional steps

needed including, where

deemed necessary:

11. Propose a plan for risk

mitigations including more

intensive monitoring of

relationships and

funds/expenditures by

Operations Management,

Finance and Internal Audit.

12. Obtain detailed

Investigative Report on TPI and

(where appropriate) the

industry involved, utilizing

qualified internal (e.g. Legal

Department) or retaining

experienced external research

and investigative resources.

13. Complete search of public

records relating to the TPI

(including, e.g.. criminal

records, securities, labor and

other business agency records).

14. Request the TPI’s relevant

financial records.

15. Contact the local embassy

to determine what information

they have about the TPI.

2.4 Facilitation Payments

It is UL’s policy not to pay

facilitation payments.

“Facilitation Payments” are

small payments made to low‐

level government officials in

order to expedite or secure

performance of routine

governmental actions over

which the official has no

discretion, such as permits,

licenses, visas, work orders,

police protection, mail service,

phone service, power, water,

cargo shipment or inspection.

2.4.1 Personal Risk Exception

In situations where the life and

physical safety of UL personnel

are at risk, payments may be

made which would be

otherwise prohibited by this

Policy. If payments are made

under these circumstances, they

should be immediately report to

UL’s Ethics & Compliance Office.

2.5 Gifts & Entertainment and

Reimbursement of Travel

Every UL Employee must

comply with UL’s Gifts and

Entertainment Policy in the UL

Standards of Business Conduct.


All TPI’s must comply with UL’s

Global Supplier Standards of

Conduct.

2.6 Charitable Donations

Charitable donations MUST NOT

be used as a means to violate

anti‐corruption, anti‐terrorism

and other criminal laws. UL

needs to be certain that

donations are not disguised

illegal payments or benefits to

government officials or their

families, and must confirm that

the charity does not act as a

conduit to fund illegal activities.

UL’s Corporate Giving

Committee was formed under

the direction of the President

and CEO of UL to develop and

manage UL's corporate giving

strategy and program in such a

way as to:

• Support UL's commitment to

improving the quality of life in

communities where UL

employees live and work;

• Sponsor organizations that

share UL's deep concern for

safety issues relating to

preserving life and property;

• Reflect UL's commitment to

knowledge and learning; and

• Promote corporate social

responsibility.

Corporate‐level grant requests

should be submitted to the

Corporate Giving Committee.

All other requests should be

forwarded to the local general

manager. If you have any

ethical concerns regarding the

documentation, contact the

Ethics & Compliance Office for

guidance on the proposed

donation consistent with UL’s

Corporate Giving Guidelines and

procedures.

2.7 Promotions and Marketing

Certain marketing and

promotional expenses involving

public or private officials may

be allowed with appropriate

approvals. If public officials will

be involved in the receipt of

gifts, entertainment or expense

reimbursement as part of a

promotional activity, you must

obtain appropriate approvals

from UL senior management or

UL’s Ethics & Compliance Office.

Any approved expenses must be

paid by UL directly to the

provider whenever possible,

should be directly related to the

promotion of UL or its services

and must be carefully

documented. Please refer to

UL’s Standards of Business

Conduct for further guidance.

3.0 ASKING QUESTIONS

AND & REPORTING

INCIDENTS OR CONCERNS

Every UL Employee is

encouraged to ask questions

regarding this Policy. Every

employee must promptly report

any bribe, solicitation or offer of

an improper payment or

advantage. You may ask

questions or make a report to a

manager or supervisor, Internal

Audit, Senior Management, or

to UL’s Ethics & Compliance

Office at [email protected]. You

may also contact UL’s

Confidential Global Ethics

Helpline at 1‐800‐715‐7482

(North America) or visit the UL

Global Ethics website for

additional information. Calls to

the UL Global Ethics Helpline

are free of charge, and

information will be treated in a

confidential manner within the

limits of the law.

4.0 CONSEQUENCES OF

POLICY VIOLATION

UL takes bribery and corruption

very seriously. Any employee

found to be in violation of this

Policy will be subject to

disciplinary action, up to and

including termination of

employment. Not complying

with UL’s requirements could

result in delay in establishing

the relationship with the TPI.

TPI’s found in violation of this

Policy may be subject to

termination of the business

relationship with UL, as well as

any other legal rights and

remedial actions available to UL.

For more information, see UL’s

Global Suppliers Standards of

Conduct (00‐LE‐P0027).

5.0 APPENDIXES AND

ADDITIONAL RESOURCES

(See Appendix 1 through

Appendix 5 at the end of the

policy)

Appendix 1 – Risk Rating Form


Appendix 2 – TPI Due Diligence

Process Map

Appendix 3 – Email Template

Appendix 4 – Anti‐Bribery &


Compliance

Appendix 5 – TPI Due Diligence

Questionnaire

The following is a list of

additional resources regarding

anti‐corruption laws and

international conventions:

• U.S. Department of Justice –

Additional Information about

the U.S. Foreign Corrupt

Practices Act

http://www.justice.gov/criminal

/fraud/fcpa/

• United Nations Convention

Against Corruption

http://www.unodc.org/unod

c/en/treaties/CAC/

• Council of Europe Convention

on Corruption

http://conventions.coe.int/treat

y/en/treaties/html/173.htm

• Organization for Economic

Cooperation and Development

(OECD) Anti‐Bribery Convention

www.oecd.org/daf/nocorruptio

n/convention

• International Federation of

Inspection Agencies (IFIA)

http://www.ifia‐

federation.org/html/compliance

.html

• UK Bribery Act

http://www.legislation.gov.uk/u

kpga/2010/23/contents

333 Pfingsten Road, Northbrook, IL 60062-2096, USA P 847-272-8800 / Fax 847-272-8129 / www.ul.com 00-LE-P0030 Issue: 5.0

Last Revised

APPENDIX 1 RISK RATING FORM

INSTRUCTIONS: Please use this form to determine whether a Third Party is an Intermediary and if so, the level of risk for the TPI. Once all of the questions have been answered for the TPI, total the number of Red Flags and Yellow Flags and proceed with the appropriate Low, Medium or High Risk due diligence requirements defined in the Anti-bribery & Corruption Policy (00-LE-P0030). This completed form should be submitted to Global Sourcing or to the Ethics & Compliance Office at [email protected]. If you have any questions about completing this form, please contact Pamela J. Friedman, E&C Program Manager at [email protected] or 847-664-3427.

Third Party Company Name: Third Party Address: Third Party City, State, Zip/Postal Code: Third Party Country: Third Party Website: Third Party Contact Name: Contact Email Address: UL Employee Requesting Relationship with Third Party: UL BU/Function Working with Third Party: Services to be provided by Third Party:

1. Will Third Party act as any of the following:

Sales agent1 Yes ☐ No ☐ Inspector Yes ☐ No ☐ Auditor Yes ☐ No ☐

Subcontractor2 Yes ☐ No ☐ Joint venture partner Yes ☐ No ☐ Franchisee Yes ☐ No ☐

Consultant Yes ☐ No ☐ or other intermediary3 on UL’s behalf Yes ☐ No ☐

[If the response to any of these items is “Yes”, please continue to question 2. Due diligence will be required.

If the response to all of these items is “No", you may proceed to the last page of the form where you should

fill in your contact information, sign, date and then submit this form to Global Sourcing or the Ethics &

Compliance Office.]

1 Includes a Third party in a position to give or accept money or other things of value in return for the obtaining of sales for UL. 2 Includes subcontractors that will be providing testing, inspection and certification (TIC) services or auditing services to our customer on behalf of UL and interacting with UL customer(s) in performing those services 3 For purposes of this Risk Rating Form, an intermediary is an organization that represents, or is likely to be viewed as representing UL in business dealings with customers, prospective customers, governmental agencies and officials or others outside of UL.

Appendix 1 Risk Rating Form Page 2


Last Revised 09/16/2013

2. What is the Transparency International’s Corruption Perception Index rating for the country where the work is to be

performed? [Please refer to the current Transparency International’s Corruption Perception Index (CPI) found at

http://www.transparency.org/research/cpi/ for more information.]

☐ Score between 31 and 70 If checked, this is a yellow flag.

☐ Score between 0 and 30 If checked, this is a red flag.

3. Will Third Party be performing sales or service in an industry or providing a type of service in which corruption

problems are believed or reputed to exist? Yes ☐ No ☐ If “yes”, this is a red flag.

4. Is Third Party a former or current government official or officials are on its payroll?

Yes ☐ No ☐ If “yes”, this is a red flag.

5. Is Contract funded or services paid with government money? Yes ☐ No ☐ If “yes”, this is a red flag.

6. Does Third Party rely heavily on government contacts? Yes ☐ No ☐ If “yes”, this is a red flag.

7. Does Contract require government approval or licensing? Yes ☐ No ☐ If “yes”, this is a red flag.

8. Does Third Party refuse to certify compliance or gives evasive answers to our due diligence questions?


9. Was Third Party established exclusively/primarily to develop/maintain relationship with single public or private

customer? Yes ☐ No ☐ If “yes”, this is a red flag.

10. Was Third Party/agent recommended to you as a “go between” by a public or private official of the customer?


11. Does Third Party have no specific/relevant substantive expertise or knowledge but is being hired because of

relationships with public officials or particular private corporate officers?


12. Are proposed fees unusually high for the substantive service to be provided?


13. Does Third Party have unrecorded accounts/transactions or payment descriptions that are vague or do not

correspond to the appropriate account? Yes ☐ No ☐ If “yes”, this is a red flag.




14. Does the Third Party suggest that gratuities or gift expenses will be incurred to secure business in any amount in

the case of government funded business? Yes ☐ No ☐ If “yes”, this is a red flag.

15. Has the Third Party requested payments to be made in “cash”, untraceable funds or to off-shore accounts?

Yes ☐ No ☐ If “yes”, this is a yellow flag

16. Will Third Party be in a position to give or accept money or other things of value in return for the obtaining of sales

for UL or performing test/inspection/certification/audit services on behalf of UL?

Yes ☐ No ☐ If “yes”, this is a yellow flag.

17. Does Third Party expect to have substantial “entertainment,” “business development” or travel expenses4 which it

will pass on to UL or use to justify proposed fees? Yes ☐ No ☐ If “yes”, this is a yellow flag.

18. Does Third Party propose to make various “charitable” or “public service” donations to organizations in order to

develop business for UL? Yes ☐ No ☐ If “yes”, this is a yellow flag.

19. Is Third Party a new enterprise or venture or have little or no prior experience or track record?


20. Does Third Party have no or few references or are the references from unverifiable sources?


21. Is Third Party a former UL employee or employee of a UL Third Party?


22. Does Third Party have a permanent office or support personnel?

Yes ☐ No ☐ If “no”, this is a yellow flag.

23. Does Third Party have the ability to keep and submit accurate time or expense records?


24. Is the work Third Party is being proposed to perform work UL is capable of doing internally?

Yes ☐ No ☐ If “yes”, proceed to 24.A.

4 Reimbursement of travel expenses raises a yellow flag because closer management of the payments to the third party may be required.




24.A. If yes, is there a business need for using the Third Party?


25. Is the Contract of a large size5 that warrants careful consideration of Third Party background and credentials?


26. Is the Contract proposed to be open-ended, ongoing or “evergreen” (i.e., no set project completion or termination

date)? Yes ☐ No ☐ If “yes”, go to 26.A. If no, go to 27.

26.A. If yes, is there an ongoing auditing process surrounding the relationship or regularly

scheduled review process for the relationship?

Yes ☐ No ☐ If “no”, this is a yellow flag. If “yes”, please provide an explanation

of the process or review: .

27. Are the identities of the owners or principals of the Third Party unknown and/or hidden behind unusual layers of

corporate structures? Yes ☐ No ☐ If “yes”, this is a yellow flag.

28. Is the Compensation commission or success fee-based? Yes ☐ No ☐ If “yes”, this is a yellow flag.

29. Does the Third Party have its own written Ethics & Compliance Code of Conduct?


30. Will the Contract actually be performed by additional third parties, sub-contractors or consultants?


31. Does Third Party seek to be paid in an unusual manner or location for service rendered?


32. Are there any other facts or circumstances that may suggest that the contract or transactions to be conducted

under the contract may not be typical, common or in the ordinary course of UL’s business?

Yes ☐ No ☐

If “yes”, this may be a yellow or red flag. Please describe those factors and then contact the Ethics &

Compliance Office to discuss further.

5 Large size is equal to more than $50,000 USD in any 12 month period.




33. Any other comments or considerations:

PLEASE TOTAL THE NUMBER OF RED AND YELLOW RISKS AND RECORD BELOW. TOTAL NUMBER OF RED FLAGS: __________ [If greater than 0, Proceed to High Risk Due Diligence. If 0, determine number of Yellow Flags] TOTAL NUMBER OF YELLOW FLAGS: __________ [If 4 or greater, proceed to High Risk Due Diligence. If 2 or 3, move to medium risk due diligence. If 1 or 0, proceed to low risk due diligence] Please provide the following information for the UL employee who completed this form: Name: Title: Signature: Date:

00‐LE‐P0030 Issue: 5.0

Appendix 2 Step 3 Step 4 Step 5 Step 6 Step 7

TPI Due Diligence Process Map

Step 1

Sponsor/Proposer

of Third Party

Relationship

Completes and

Signs Risk Rating

Form (Appendix 1)

to Determine

Whether Third

Party is an

Intermediary and

to Set Risk Level

Step 2

If Third Party is

not an

intermediary,

submit form to

[email protected].

No Further Due

Diligence is

required.

Continue with

Global Sourcing

Process to

establish Third

Party.

If Third Party is an

Intermediary,

proceed based on

Level of Risk: Low,

Medium, or High.

Low Risk Contract

‐‐‐‐‐‐‐‐‐‐‐‐‐‐

No More Than 1 Yellow Flag

Factor

No Red Factor

No Other Risk Factors

Present

Medium Risk Contract

‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐

2 or 3 Yellow Flags or

Other Risk Factors

No Red Flag Factors Present

High Risk Contract

‐‐‐‐‐‐‐‐‐‐‐‐‐

1 Red Flag or

4 or More Yellow

Flags or Other Risk Factors

Present

Conduct Low Risk Due

diligence

‐‐‐‐‐‐‐‐‐‐‐‐‐‐

Complete Section 2.3

Requirements

1 thru 5

Prepare Low Risk Due

Diligence Documents

‐‐‐‐‐‐‐‐‐‐‐‐

Submit Low Risk Due

Diligence

Documentation to

Global Purchasing

‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐

Conduct Low &

Medium Risk

Due Diligence

‐‐‐‐‐‐‐‐‐‐‐

Complete

Section 2.3

Requirements

1 thru 10

Prepare Medium Risk

Due Diligence

Documents

‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐

Submit Documentation

to Appropriate Senior

Management

designated in 2.3 for

approval

If approved, Submit All

Documentation to

Global Purchasing &

E&C Office

Conduct Low and

Medium Risk Due

Diligence

‐‐‐‐‐‐‐‐‐‐‐

Section 2.3

Requirements

1 thru 10 and Forward

to E&C Office for

Additional Review

Ethics & Compliance

Office determines what

additional steps are

required and conducts

steps

Ethics & Compliance

Office Advises

Sponsor/Proposer of

Completion of Steps

If Approved E&C

Submits

Documentation to

Global Purchasing

If Disapproved E&C

Advises Contract

Sponsor to Identify

Alternative

Contractor

Global Purchasing

Confirms Completion of Process Documentation

Notifies Sponsor/Proposer Okay to Proceed

Conducts SDN Search Maintains Documentation

Monitors Payment Parameters

Return to Contract

Sponsor If Not Approved

or Documentation

Incomplete

333 Pfingsten Road, Northbrook, IL 60062‐2096, USA P 847‐272‐8800 / Fax 847‐272‐8129 / www.ul.com 00‐LE‐P0030 Issue: 5.0

Last Revised

Appendix 3 Email Template

As an organization that is called upon to act on behalf of UL or one of its affiliates, you are receiving the below message and are being asked to comply with the request. As a global company, UL must comply with the anti-bribery and corruption laws and regulations of every country in which UL operates, including the U.S. Foreign Corrupt Practices Act (“FCPA”) and the UK Bribery Act. These standards are minimum standards that apply to all employees, UL’s Board of Trustees, UL’s President & CEO, all members of UL’s management team and any third parties that work with or on behalf of or are associated with UL. Any UL employee seeking to establish a business relationship for UL with a third party intermediary must, prior to engaging the third party intermediary, follow the process defined in UL’s Anti-bribery & Corruption Policy. In compliance with that policy, please review UL's Global Supplier Standards of Conduct and UL’s Anti-bribery & Corruption Policy by visiting www.ul.com/ulglobalethics. After reviewing these documents, please sign and return the Anti-bribery & Corruption Certification of Compliance to me or send it directly to the Ethics & Compliance Office ([email protected]). We look forward to doing business with you. If you have any questions, please contact Pamela Friedman, Ethics & Compliance Program Manager at [email protected]. Thank you.


Last Revised

APPENDIX 4 ANTI-BRIBERY & CORRUPTION

CERTIFICATION OF COMPLIANCE

INSTRUCTIONS: THE AGENT OR THIRD PARTY’S DULY AUTHORIZED REPRESENTATIVE MUST COMPLETE

THIS FORM AND CERTIFICATION AND RETURN IT TO UL’S ETHICS & COMPLIANCE OFFICE

AT [email protected]. UL Policy: UL is committed to carrying out business fairly, honestly and openly. It is a violation of UL’s Anti-Bribery & Corruption Policy to offer, pay, promise or authorize to pay money, gifts or anything of value, including but not limited to bribes, entertainment, facilitation payments, kickbacks or any benefit, directly or indirectly, to any person or company whether a public official or private person or company, in order to improperly secure or retain business or to obtain, retain or secure an improper advantage in the conduct of business for UL or for any UL employee, contractor other agent of UL to solicit or accept any such payment or other benefit in connection with the performance of any service or other activity on behalf of UL. At a minimum, all third parties wanting to establish a relationship with UL must complete, sign and return this due diligence form and certification to UL.

Third Party is a (check one) ☐ Individual ☐ Corporation ☐ Partnership

Third Party Name (include corporate and trade name, if any): Address: Country: Email Telephone: Facsimile: Company Ownership: (Please detail persons or entities owning in excess of 10% of proposed third party) Company Description (Please provide a brief history of the company, qualifications and services provided): Full name of officers and key employees who are authorized to act for an on behalf of Third Party:



CERTIFICATION

The undersigned, a duly authorized representative of the above-named Third Party (“Third Party”), hereby certifies that

1. Third Party is committed to doing business without bribery. Third Party will not offer, pay, promise or authorize to pay money, gifts or anything of value, directly or indirectly, whether in cash or in kind, to or for the benefit of any party in order to improperly secure or retain business or to obtain, retain or secure an improper advantage in the conduct of business for UL.

2. Third Party will not solicit or accept money, gifts or anything of value directly or indirectly, whether

in cash or in kind, or other benefit, in connection with the performance of any service or other activity for or on behalf of UL other than the contractually established fee for services rendered and ordinary business expenses to be reimbursed in connection with the performance of such services, nor shall it permit any of its employees or associated persons to do so.

3. Third Party, including but not limited to, every officer, director, shareholder, employee, representative or agent of Third Party, has never been charged, prosecuted or convicted of violating the U.S. Foreign Corrupt Practices Act “FCPA,” the United Kingdom Bribery Act, or any other law or regulation relating to corruption or bribery;

4. Third Party is in receipt of UL’s Global Supplier Standards of Conduct and its Anti-bribery and Corruption Policy. Further, Third Party has read, understood and agrees to abide by UL’s Global Supplier Standards of Conduct and its Anti-bribery and Corruption Policy.

5. Third Party has not been debarred from bidding on government contracts in any country in which they do business.

6. Third Party is financially stable and maintains their books and records in accordance with internationally accepted accounting standards.

7. Third Party is not owned, wholly or partially, or controlled, directly or indirectly by any government

official or political party; and

8. Should Third Party learn of any of the prohibited activities described above, or if there are any changes in the ownership or control of Third Party, UL will be notified immediately.

Name of Authorized Representative: Company of Authorized Representative: Title of Authorized Representative: Signature of Authorized Representative Date


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APPENDIX 5 TPI DUE DILIGENCE QUESTIONNAIRE

INSTRUCTIONS: THIS FORM IS TO BE COMPLETED BY THE UL PERSON EVALUATING ANY

AGENT OR THIRD PARTY PROVIDING SERVICES FOR OR ON BEHALF OF UL. A COPY OF THE SIGNED TPI CONTRACT OR OTHER TERMS AND CONDITIONS MUST BE SUBMITTED WITH THE COMPLETED QUESTIONNAIRE.

1. TPI Information • Name: • City and country of principal place of business: • If different, country of citizenship (for individuals) or country of incorporation (for companies) 2. Contractual relationship • Is there a proposed/current contract with the TPI? If so, please identify the type of contract and

attach a signed copy. YES ☐ NO ☐

• If there is no written contract proposed, explain why and attach any documents that describe the

proposed/current relationship. 3. Qualifications/Technical Competence • What are the TPI’s Qualifications for the project or position? • Does the TPI have any technical credentials, such as certifications, degrees, licenses, etc.?

YES ☐ NO ☐ Have these credentials been checked? YES ☐ NO ☐

4. Background on TPI

• Has a risk analysis been performed for this TPI? YES ☐ NO ☐

If so, what is the Risk Rating? LOW ☐ MEDIUM ☐ HIGH ☐


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• How long has the TPI been in business? • Who are the TPI’s main clients and/or customers? • Do any of the TPI’s shareholders, owners, or key employees have relatives in key roles

o At UL? YES ☐ NO ☐

o At any current or prospective UL customer? YES ☐ NO ☐

5. Reference Checks • If the TPI was recommended to you by someone, who recommended the Third Party?

• Have you checked the TPI’s references? YES ☐ NO ☐

• Did each reference speak favorably of the TPI’s integrity and reputation for ethical

conduct? YES ☐ NO ☐

• If references were not checked, please provide an explanation of why the references were not

checked. • List any other sources you reviewed, such as reliable Internet databases and other publicly

available information (e.g., news articles, press releases), and indicate whether you found information indicating that the Third Party has a reputation for or history of corrupt conduct.

6. Services • What services will the TPI provide? • Is the TPI providing sales or services primarily in connection with a single customer or

prospective client? YES ☐ NO ☐ If yes, what is the nature of the TPI’s relationship with

the customer?


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• Is it likely that the TPI will be required to make sales to, obtain licenses, permits or discretionary

approvals from, or otherwise interact with, governmental officials on behalf of UL? YES ☐

NO ☐ If yes, please explain.

• List the countries where the TPI will conduct business for UL. • Will the TPI hire additional third parties, such as subagents, consultants, or sales

representatives? YES ☐ NO ☐ If yes, does the TPI have requirements for their third

parties to comply with anti-bribery & corruption laws? YES ☐ NO ☐

7. Compensation • What is the proposed/current compensation arrangement for the TPI?

• Will the TPI be paid a special commission or success fee? YES ☐ NO ☐

• Is the proposed/current compensation fair, reasonable and comparable for the country?

YES ☐ NO ☐

• Is the proposed/current compensation fair, reasonable, and comparable for the proposed

services? YES ☐ NO ☐

• Will/does the TPI also receive reimbursement for expenses? YES ☐ NO ☐

• Will TPI agree to provide accounting of and receipts for all significant expenses?

YES ☐ NO ☐

• Where will the TPI be paid (include country and location of bank, if known)? 8. Connection with Government Officials, Political Party Officials or Candidates for Political Office • Do you know or have any reason to believe that a government official could gain any benefit

because of UL’s relationship with the TPI? YES ☐ NO ☐

• Do you know or have any reason to believe the TPI:

o Is, or within the last year was, a government official? YES ☐ NO ☐


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o Has a close family member who is, or in the last year was, a government official?

YES ☐ NO ☐

o Has close relationships with a government official? YES ☐ NO ☐

o Employs anyone who is, or within the last year was, a government official?

YES ☐ NO ☐

o Has given or promised to give anything of value (including lavish entertainment or gifts),

directly or indirectly, to any government official for the purpose of influencing the official?

YES ☐ NO ☐

o Is partly owned or controlled, directly or indirectly, by anyone who is, or within the last

year was, a government official? YES ☐ NO ☐

9. Anti-Bribery Compliance • Has the TPI received a copy of the UL Global Supplier Standards of Conduct?

YES ☐ NO ☐

• Has the TPI completed the Third Party Due Diligence Certification (Appendix 4) or obtained

approval of its Ethics and Compliance Documentation from UL’s Ethics & Compliance Office?

YES ☐ NO ☐

10. Business Rationale and Mitigation • If the TPI has been identified as a Medium or High Risk, please describe the business rationale

for proceeding with this relationship. • Please define what steps could be put into place to mitigate the risks associated with this TPI. • If the TPI has been designated as a Medium or High Risk, has the approval to proceed been

obtained from those identified in Section 2.2 of the Anti-bribery & Corruption Policy (00-LE-P0030)?

YES ☐ NO ☐


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Please provide the following information for the UL employee who completed this form: Name: Title: Signature: Date: