Attached files
| file | filename |
|---|---|
| S-1 - A.G. Volney Center, Inc | v196530_s1.htm |
| EX-3.2 - A.G. Volney Center, Inc | v196530_ex3-2.htm |
| EX-3.1 - A.G. Volney Center, Inc | v196530_ex3-1.htm |
| EX-10.9 - A.G. Volney Center, Inc | v196530_ex10-9.htm |
| EX-10.8 - A.G. Volney Center, Inc | v196530_ex10-8.htm |
| EX-14.1 - A.G. Volney Center, Inc | v196530_ex14-1.htm |
| EX-23.1 - A.G. Volney Center, Inc | v196530_ex23-1.htm |
| EX-99.1 - A.G. Volney Center, Inc | v196530_ex99-1.htm |
| EX-21.1 - A.G. Volney Center, Inc | v196530_ex21-1.htm |
| EX-10.10 - A.G. Volney Center, Inc | v196530_ex10-10.htm |
| EX-10.11 - A.G. Volney Center, Inc | v196530_ex10-11.htm |
FOREIGN
CORRUPT PRACTICES ACT COMPLIANCE POLICY
Buddha
Steel, Inc. (together with its subsidiaries and its controlled affiliate,
Dachang Hui Autonomous County Baosheng Steel Products Co., Ltd., the “Company”)
will conduct every business transaction (including without limitation,
operations, negotiations, and marketing) with integrity and will comply with:
(a) the laws and regulations of the United States, particularly the provisions
of the Foreign Corrupt Practices Act (“FCPA”); (b) the laws and regulations of
each country in which the Company operates or is looking to operate; and (c) the
Company’s “Code of Business Conduct and Ethics.”
The
provisions of this policy will apply to all officers and employees of the
Company and its subsidiaries worldwide. In addition, the Company will require
independent third parties who represent the Company (such as agents,
consultants, and contractors) to conduct themselves in a manner consistent with
this Foreign Corrupt Practices Act Compliance Policy (the
“Policy”).
Failure
to comply with this Policy may result in significant civil and criminal
penalties for the Company and the individuals involved and is cause for
disciplinary action against such individuals, up to and including
termination.
Summary of Key FCPA
Provisions
The
Foreign Corrupt Practices Act is a federal law of the United States: (i)
prohibiting payment of bribes (broadly defined) to foreign officials, and (ii)
requiring companies to keep accurate books and records.
All
employees and third parties should remain vigilant in watching for, avoiding and
reporting any questionable transactions.
1.
Anti-Bribery Provisions.
A. Under
the FCPA’s anti-bribery provisions, the Company, its officers, employees and
agents are prohibited from giving, offering, or promising anything of value to
any foreign (non-U.S.) official, with the intent to obtain or retain business or
any other advantage. This prohibition should be interpreted broadly. The
following concepts are essential to understanding the scope of
the prohibition:
(1)
Companies may be held liable for violating the anti-bribery provisions of the
FCPA whether or not they took any action in the U.S. Thus, a company can be
liable for the conduct of its overseas employees or agents, even if no money was
transferred from the U.S. and no U.S. person participated in any way in the
foreign bribery.
(2) A
“foreign official” means any officer or employee of a foreign government,
regardless of rank, employees of government-owned or government-controlled
businesses, foreign political parties, party officials, candidates for political
office, and employees of public international organizations (such as the United
Nations or World Bank). This can include operator employees where the operator
is a national oil company in the country of operations.
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(3)
“Giving, offering or promising” includes direct and indirect payments, gifts,
offers, or promises. Even if the improper payment is not consummated, just
offering it violates the FCPA. Likewise, instructing, authorizing, or allowing a
third party to make a prohibited payment on the Company’s behalf, ratifying a
payment after the fact, or making a payment to a third party knowing or having
reason to know that it will likely be given to a government official constitute
FCPA violations.
(4)
“Anything of value” includes not only cash and cash equivalents, but also gifts,
entertainment, travel expenses, accommodations, and anything else of tangible or
intangible value. See below for “Hospitality Guidelines” on when gifts and
entertainment are permitted.
(5) “To
obtain business or any advantage” includes for example a reduction in taxes, a
favorable change in regulations, tolerance of non-compliance with local rules,
or other favors or preferential treatment. The business to be obtained or
retained does not need to be with a foreign government or foreign government
instrumentality.
B.
Facilitating Payments – Facilitating payments are an exception to the FCPA’s
anti-bribery provisions. It is not a violation to make a small payment to a
low-ranking foreign official to expedite or secure the performance of a routine,
non-discretionary governmental action. Examples of the “facilitating” payments
covered by this exception include routine payments made to obtain documents
necessary to qualify a person to do business in the country, to process
government papers, to provide police protection, postal services, or necessary
inspections or to provide phone, utilities, cargo or similar
services.
2. Record
Keeping and Account Provisions
Under the
FCPA, companies are required to: “Make and keep books, records, and accounts
which, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of assets” of the Company. “Records” includes virtually all forms
of business documentation, including accounts, correspondence, memorandums,
tapes, discs, papers, books, and other documents or transcribed information of
any type. This applies to all payments, not just sums that would be “material”
in the traditional financial sense.
3.
Penalties & Fines
Criminal
and civil penalties may be assessed against both individuals (including jail
time) and companies that violate FCPA.
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Implementation Procedure
– Operational
Directives
1. Except
as provided herein, no offer, payment, promise to pay or authorization to pay or
provide any money, gifts or anything of value will be made by or on behalf of
the Company to:
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Any
foreign official, regardless of rank (see definition in paragraph 1(A)(2)
above); or
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Any
person, while knowing or being aware of a high probability that all or a
portion of any payment will be offered, given or promised, directly or
indirectly, to a foreign official.
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2. Except
in emergency situations subject to the conditions set forth in paragraph 3,
no facilitating payment shall
be made without the prior approval of the Chief Financial Officer. The
Chief Financial Officer shall file a quarterly report with the Board of
Directors listing what, if any, facilitating payments were approved that
quarter.
3. In
emergency situations, which involve detainment of or threat of physical harm to
an employee, a facilitating payment may be made without the prior approval
required under paragraph 2 provided that all of the following conditions are
satisfied:
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The
payment does not exceed $100.00;
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The
payment is for routine, non-discretionary governmental action (as
described in paragraph 1(B) above);
and
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Within
three (3) business days, the payment is reported in writing to the Chief
Financial Officer and on an expense report to reflect accurately the
amount paid, the recipient, the purpose of the payment, and the emergency
nature of the situation.
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4. The
Company will require independent third parties who represent the Company to
conduct themselves in a manner consistent with this Policy.
5. The
Company will exercise care in selecting such third parties by employing only
reputable entities and will pay only reasonable compensation for the services
provided.
6. The
Company shall not make contributions to political parties or committees or to
individual politicians without the prior written consent of the Company’s Chief
Financial Officer. Approved contributions may only be made in accordance with
the applicable law, and all requirements for public disclosure of such
contributions shall be fully complied with.
7. The
making of improper charitable contributions on behalf of foreign officials may
have severe consequences under the FCPA for the Company and involved employees.
In no instance may an employee or a business segment make a donation payment at
the behest of a foreign official or to an organization affiliated with a foreign
official or his close relatives without first obtaining approval from the
Company’s Chief Financial Officer. If a donation is made, it must be accurately
described in the Company’s books and records.
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Implementation Procedure
– Financial and Accounting
Directives
The Chief
Financial Officer will ensure that the accounting and recordkeeping
activities of the Company comply with applicable laws and conform to this
Policy. However, each officer and employee involved with financial and
accounting functions must be alert to possible violations of the following
Financial and Accounting Directives and will report suspected violations to the
Company’s Chief Financial Officer or any member of the Board of
Directors.
1. All
cash, bank accounts, investments and other assets of the Company must always be
recorded accurately on the official books of the Company. In accordance with
this Policy and the Company’s internal control structure, the Audit Committee of
the Company’s Board of Directors will periodically review such books, records,
and controls to ensure their compliance with the requirements of the FCPA. No
employee shall falsify any accounting or other business record, and all
employees shall respond truthfully and fully to any questions from the Company’s
internal or independent auditors.
2. Bank
accounts should be opened or closed only upon the prior written approval of
the Chief Financial Officer. Anonymous (“numbered”) accounts will not be
maintained.
3.
Payments will not be made into anonymous bank accounts or other accounts not in
the name of the payee or of any entity known to be controlled by the
payee.
4. Except
for regular, approved payroll payments or normal disbursements from petty cash
supported by signed receipts or other appropriate documentation, payments will
not be made in cash. Checks will not be drawn to the order of “cash,” “bearer”
or similar designations.
5.
Fictitious invoices, over-invoices or other misleading documentation will not be
used.
6.
Fictitious entities, sales, purchases, services, loans or financial arrangements
will not be used.
7. Check
requests will be in writing and contain a complete explanation of the purpose
and authority for the payment. The explanation will accompany all documents
submitted in the course of the issuing process and will be kept on
file.
8. No
expenses relating to foreign business will be reimbursed to persons or companies
assisting the Company in obtaining or retaining such business unless such
expenses are supported by reasonable written documentation.
9. No
payment to any consultant will be made outside of either the country where a
substantial portion of the related services are performed or the country from
which the person performing such services normally conducts
business.
10.
Payments for any services rendered to the Company by a foreign official
(including an officer of a foreign government-owned or controlled commercial
enterprise), including honorarium payments and reimbursement of expenses, will
be made solely to the foreign government agency or instrumentality employing the
individual. Such payments will be made by check directly to the foreign
government agency or instrumentality, or by wire to its named bank account
within the foreign government agency’s or instrumentality’s country, or by wire
through its duly authorized correspondent bank within the U.S. No such payment
shall be made without the prior written approval of the Chief Financial
Officer.
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11.
Receipts, whether in cash or checks, will be deposited promptly in a bank
account of the Company. Any employee who suspects the possibility that a bribe,
kickback or over-invoice is associated with a particular receipt or that an
understanding exists that all or a portion of a receipt will be rebated,
refunded or otherwise paid in contravention of the laws of any jurisdiction,
will immediately report that suspicion to the Company’s Chief Financial Officer
or any member of the Board of Directors.
12. The
Chief Financial Officer will prepare a report and certification, which will be
submitted to the Audit Committee of the Board of Directors annually with respect
to all remuneration (including hospitality) and facilitating payments made in
connection with operations in foreign countries during that year.
Implementation Procedure
– Hospitality
Guidelines
These
guidelines are to be followed for activities involving foreign government
officials or employees in all countries.
1. All
hospitality offered on behalf of the Company must be directly related to Company
business, i.e., the sale of its products and services or otherwise directly in
support of the Company’s business interests. Hospitality in all cases must be
reasonable in amount, must be offered in good faith only in connection with the
promotion, demonstration or explanation of company products or services or the
execution or performance of a contract with a foreign government or agency
thereof, and must be lawful under applicable local law. In no event may any hospitality
be offered or
provided in return for any favor or benefit to the Company or to influence
improperly any official decision.
2.
Frequency of hospitality must be carefully monitored, as the cumulative effect
of frequent hospitality may give rise to the appearance of impropriety.
Hospitality for an individual should not exceed twelve events in any calendar
year. If additional hospitality is anticipated, prior written approval must be
obtained from the Chief Financial Officer.
3. Cash
gifts to foreign officials are not permitted under any circumstances. Per diem
payments to foreign officials are similarly prohibited.
4.
Promotional items of nominal value such as coffee mugs, calendars, or similar
items, or items displaying the Company logo that are distributed for advertising
or commemorative purposes, or gifts of nominal value on customary holidays are
permitted. “Nominal value” is $100.00 or less.
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5. In the
event the Company is responsible for the airfare or lodging expenses of a
foreign official, itineraries and any other supporting documentation shall be
maintained. In no case will payment or reimbursement be made directly to the
individual official incurring the expense; such payment or reimbursement shall
only be made directly to the service provider (i.e. the airline) or the foreign
government or agency involved. Expenses beyond what is reasonably necessary for
the business purpose, including lavish accommodations or expenses for spouses
and children, will not be approved. The Chief Financial Officer must approve all
travel for foreign officials in advance of the trip.
6. In all
cases that entertainment, gifts, or travel expenses are approved, the expenses
must be supported by receipts and accurately recorded in the Company’s
books.
Implementation Procedure
– Due Diligence Process for
International Consultants & Agents
1. No
employee of the Company may retain an international intermediary until
sufficient due diligence has been performed to enable the Company to conclude
with reasonable assurance that the consultant, agent, or intermediary
understands and will fully abide by the FCPA and the Company’s “Code of Business
Conduct and Ethics.”
A. An
“intermediary” for these purposes is any agent consultant, distributor,
Government service provider (companies that provide local customs clearance,
visa, legal or other regulatory services), joint venture partner, or any other
person or entity who will interact with a foreign official on the Company’s
behalf.
2. If you
are considering retaining an intermediary, please contact the Company’s legal
department, which will begin the due diligence process.
3. Any
international intermediary agreement must contain representations, warranties
and provisions regarding the agent’s agreement to comply with this FCPA
Policy.
Red
Flags
In
evaluating potential intermediaries and during any relationship with them,
Company employees must be conscious of any “red flags” that may be present or
arise. A “red flag” is a fact or circumstance that serves as a warning signal
that an intermediary may act corruptly. It is the responsibility of the employee
that observes a red flag to either resolve such red flag by further
investigation or to refer the matter to the Company’s Chief Financial
Officer. A non-exclusive list of examples of red flags is below:
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Rumors
regarding unethical or suspicious conduct by an employee, marketing
representative, consultant, agent, or other business partner, or by a
government official;
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Unnecessary
third parties or multiple
intermediaries;
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Requests
for payments to a third party rather than the consultant or
agent;
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Requests
for payments in a third country;
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Business
in a country with bribery problems;
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Requests
for payments in cash;
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Requests
for unusually large commissions or other payments, or payments that appear
excessive for the service rendered;
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Political
contributions;
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Requests
for reimbursement of expenses that are poorly
documented;
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Incomplete
or inaccurate information in required disclosures;
or
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Refusal
to certify compliance.
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Reporting
Violations
Any
officer or employee who suspects an FCPA violation should immediately report
such suspected violation to the Company’s Chief Financial Officer or any member
of the Company’s Board of Directors.
Adoption by the Board of
Directors
The
foregoing Foreign Corrupt Practices Act Compliance Policy was adopted by the
Board of Directors of Buddha Steel, Inc. as of September 16, 2010.
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