1.1 Corruption distorts the rule of law and the fair marketplace practices on which CCC Intelligent Solutions Holdings Inc. and its affiliates (“CCCIS”) and other good corporate citizens depend. As CCCIS’s Code of Ethics and business practices makes clear, CCCIS is committed to acting lawfully and with integrity in every aspect of its business.
1.2 This Policy focuses on the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010 (the “U.K. Bribery Act”), and the laws of those other jurisdictions in which we do business and applies to all employees, officers and directors of CCCIS (“CCCIS Employees”). In addition, all employees, officers and directors of CCCIS’s representatives, agents and any other entity that performs services on behalf of CCCIS (collectively, “Associated Persons”) are expected to comply with this Policy.
1.3 It is important that all CCCIS Employees and Associated Persons comply with applicable laws in the countries where CCCIS operates, including local anti-corruption and anti-bribery laws. These laws generally prohibit bribes, kickbacks, or illegal payments to influence business transactions.
1.4 This Policy is intended to assist you in conducting our business legally, ethically and with integrity. It is not meant to stop legitimate business activity or curb acceptable business courtesies so long as that activity complies with the law and with CCCIS’s standards of conduct.
2.1 CCCIS Employees and Associated Persons may not give or offer, promise to give, or authorize any third party, public or private, to be given or offered anything of value in order to secure or reward an improper benefit or improper performance of a public or corporate function or activity. Nor may CCCIS Employees or Associated Persons accept or solicit anything of value.
2.2 CCCIS Employees and Associated Persons are prohibited from giving or offering any government official (hereafter, “Government Official”), or, under the U.K. Bribery Act, private person or company, anything of value for the purpose of improperly influencing the Government Official or such private person or company to reward CCCIS with business or some other advantage.
2.3 A Government Official is defined to include any elected or appointed official of a national or local governmental entity, candidates for political office, representatives or employees of government agencies (i.e., customs, immigration, permitting officials) and employees of state- owned (whole or partial interest) or state-controlled companies (including state-owned insurance companies). If you are unsure whether an individual is a Government Official, or if a company is state-owned, contact U.S. CCCIS Legal.
2.4 “Anything of value” includes cash or cash equivalents, as well as gifts, meals, entertainment, travel, vacations, discounts, rebates, promises or offers of employment, charitable contributions and the like. CCCIS recognizes that the exchange of business courtesies such as modest gifts (but not cash), meals, and entertainment (including invitations to attend sporting events or holiday parties) is a common practice for various legitimate reasons, including to create goodwill, establish trust in relationships, improve the image of a commercial organization, or better present products or services. CCCIS’s Policy is not intended to preclude the giving or acceptance of such common courtesies, provided that the value of the expenditure is reasonable in light of accepted business practices, and is not intended to improperly influence the decisions of the receiving party.
2.5 Violations can have severe consequences for CCCIS, CCCIS Employees and Associated Persons, including criminal and civil penalties. Any CCCIS Employee or Associated Person found to have engaged in prohibited conduct or ignored suspicious activity may face discipline, including termination of employment or contract and/or referral to appropriate law enforcement authorities. CCCIS Employees and certain Associated Persons affected by this Policy, as determined by U.S. CCCIS Legal, will receive training to guide their compliance.
2.6 Questions regarding the propriety of particular conduct can be answered by consulting U.S. CCCIS Legal. CCCIS Employees and Associated Persons are also encouraged to suggest improvements to the operation of this Policy.
3.1 Any CCCIS Employee or Associated Person who (a) is asked to provide anything of value in a manner that is prohibited by this Policy; (b) is offered, accepts or solicits anything of value in a manner that is prohibited by this Policy; or (c) suspects that another CCCIS Employee, Associated Person or anyone else is engaging in conduct that this Policy prohibits, must contact U.S. CCCIS Legal, or the CCCIS EthicsPoint helpline at +1-800-499-8626 or http://www.ethicspoint.com. Appropriate contact will then be made with U.S. CCCIS Legal. 3.2 In all circumstances, prompt reporting is essential. Prompt reporting and resolution of corruption or bribery issues can help to ensure that we act in accordance with this Policy and all applicable laws. 3.3 Any report of suspicious conduct will be treated with sensitivity and in confidence. No CCCIS Employee or Associated Person acting in good faith will suffer adverse consequences strictly for reporting or for refusing to engage in prohibited conduct, even if such refusal results in loss of business to CCCIS. On the contrary, CCCIS Employees and Associated Persons are required not to engage in, and promptly to report, conduct that they have reason to believe, in good faith, violates or may in the future violate this Policy. 3.4 CCCIS will not tolerate any retribution or retaliation against anyone who has, in good faith, (i) sought advice regarding any conduct that may be implicated by this Policy, (ii) reported a good faith suspicion of a violation of this Policy, or (iii) refused to participate in conduct that may violate this Policy. If you believe you have been retaliated against for seeking advice, reporting a good faith suspicion, or refusing to participate in conduct you believe to be in violation of this Policy, contact the EthicsPoint helpline or U.S. CCCIS Legal promptly.
4.1.1 The FCPA prohibits such payments, promises or offers when they are made directly or indirectly through agents, partners, representatives, distributors or other authorized parties.
4.1.2 The FCPA is a criminal statute. A fine for a single violation may cost a company up to U.S. $2 million and violations are often aggregated. Individuals may be sent to prison for up to five years and subject to fines up to U.S. $100,000 per violation. CCCIS cannot pay criminal fines imposed on individuals.
4.2 U.K. Bribery Act: The U.K. Bribery Act applies to companies incorporated in or carrying on business in the U.K. and specifically prohibits the following conduct:
4.2.1 The U.K. Bribery Act also imposes strict liability on commercial entities that fail to prevent bribery, subject to the defense of adequate policies and procedures in place designed to prevent the bribery.
4.2.2 The U.K. Bribery Act is a criminal statute. Fines for violations by a company are unlimited. Individuals may be sent to prison for up to ten years and subject to unlimited fines.
4.3 Other Laws: In addition to complying with the FCPA and the U.K. Bribery Act, CCCIS Employees and Associated Persons must abide by local laws of the countries in which they operate. The laws in most countries strictly prohibit payments to government officials, regardless of the amount. Local law may affect the types of business relationships CCCIS is permitted to have with government-controlled entities and government officials.
4.4 Regardless of local custom or practice, it is not permissible to engage in conduct that is, or would appear to be, a violation of the FCPA, the U.K. Bribery Act, local law or this Policy.
5.1 Corrupt payments are not limited to cash. They may include gifts, hospitalities, entertainment and tangible items. While gifts play an important role in building business relationships in many countries, problems arise when such customary courtesies create new opportunities for undue influence and misuse. Gifts, meals, travel and entertainment should not be provided to anyone in order to improperly influence, or to reward the actions, conduct or decisions of, Government Officials, including employees of state-owned companies, and, in the case of the U.K. Bribery Act, private persons or companies.
5.2 CCCIS’s policies and procedures regarding gifts, meals, travel and entertainment can be found in the CCC Intelligent Solutions Inc. Travel & Entertainment Policy or the CCC Intelligent Solutions Inc. Non-U.S. Subsidiaries Travel & Entertainment Policy (collectively, the “CCCIS Travel and Entertainment Policies”). Prior approval may be required for certain expenses, as detailed in CCCIS Travel and Entertainment Policies. Refer to those policies for required approvals and procedures.
5.3 For the avoidance of doubt, this Policy and the CCCIS Travel & Entertainment Policies must be adhered to for all expenses involving Government Officials, and, in the case of the U.K. Bribery Act, private persons or companies, regardless of whether a CCCIS Employee or Associated Person plans to seek reimbursement. In other words, CCCIS Employees and Associated Persons may not avoid the requirements of this Policy or the CCCIS’s Travel and Entertainment Policies by not seeking reimbursement.
5.4 If you have any question or doubt about whether a gift, meal, travel or entertainment expense is appropriate, seek guidance from your immediate supervisor before you incur the expense.
6.1 Some anti-corruption laws contain a limited exception for certain small “facilitation” payments made for the purpose of expediting or securing the performance of a particular “routine governmental action” by a Government Official. However, other laws contain no such exception and such “facilitation” payments create risk for CCCIS. The Company therefore prohibits such payments.
6.2 CCCIS makes a narrow exception for payments to Government Officials when, and only when, a CCCIS Employee or Associated Person has a reasonable belief that he or she is in imminent jeopardy of serious bodily harm or loss of liberty and no other prudent alternative is available or when the payment is necessary to secure immediate governmental services in response to a grave medical or safety emergency.
6.3 All facilitation payments should be reported to U.S. CCCIS Legal or to the CCCIS EthicsPoint helpline at +1-800-499-8626 or http://www.ethicspoint.com as soon as practicable under the circumstances.
7.1 CCCIS is proud of its strong commitment to the communities in which it operates. While charitable contributions are encouraged, all contributions must be made in accordance with our high ethical standards and in compliance with all applicable laws. CCCIS Employees and Associated Persons should ensure that contributions are not an indirect way of conferring a personal benefit on a Government Official, and, in the case of the U.K. Bribery Act, a private person or company, and that the contribution is not in exchange for a purchasing decision or other decision affecting CCCIS interests.
7.2 Candidates for political office, political parties and party officials also seek political contributions from CCCIS, CCCIS Employees and Associated Persons. CCCIS Employees and Associated Persons should not make payments, whether in cash or in kind, to political candidates, political officials or political parties for the purpose of obtaining, retaining or directing business to CCCIS or any other entity. In-kind contributions can include participation in political campaigns during paid working hours and the use of administrative support, company facilities, equipment and supplies.
7.3 If a Government Official, political candidate or party official promises or offers any benefit, or makes any threat, in connection with a charitable or political contribution request, the request should be denied and you should report the incident to U.S. CCCIS Legal or to the CCCIS EthicsPoint helpline at +1-800-499-8626 or http://www.ethicspoint.com promptly.
8.1 In some cases, a Government Official, including an employee of a state-owned company, and, in the case of the U.K. Bribery Act, a private person or company, may attempt to influence the hiring process by asking a CCCIS Employee or Associated Person to help find a job for a relative or friend, or suggest that a relative or friend be offered an internship or similar position within CCCIS. In other cases, they might seek to play a role in a future CCCIS hiring decision, or may seek employment for themselves in anticipation of leaving a current position.
8.2 While there is no absolute prohibition on hiring persons recommended by such persons or entities, such hiring decisions should not be part of any decision related to CCCIS business transactions. Offers of employment should not be given in exchange for, or to reward, any benefit received by CCCIS, and CCCIS Employees and Associated Persons should not offer employment in order to seek any advantage in any business negotiation.
8.3 If any Government Official or, in the case of the U.K. Bribery Act, a private person or company, offers to give a benefit to CCCIS in exchange for CCCIS’s hiring of a suggested person, or threatens to take adverse action if the suggested person is not hired, the suggested person may not be hired. In such cases, you should report the incident to U.S. CCCIS Legal or to the CCCIS EthicsPoint helpline at +1-800-499-8626 or http://www.ethicspoint.com promptly.
9.1 Under many of the jurisdictions in which CCCIS operates, CCCIS, CCCIS Employees, and Associated Persons can be regarded as having sufficient knowledge for a violation of anti- corruption and anti-bribery laws if CCCIS Employees or Associated Persons ignore corruption or bribery-related issues that come to their attention. “Turning a blind eye” to, or ignoring, suspicious actions on the part of CCCIS Employees or Associated Persons is not a defense to criminal liability. To the contrary, potential or actual corruption issues involving CCCIS Employees or Associated Persons that are ignored and not addressed may result in CCCIS and the individuals involved being deemed to have knowledge of the unlawful transactions.
9.2 CCCIS Employees and Associated Persons should therefore be attentive to the existence of warning signs or “red flags” which could indicate bribery or corruption. Examples of such “red flags” can be found in Appendix 1 to this Policy. If you have any suspicions that another person or entity may be involved in improper activity, report those suspicions to U.S. CCCIS Legal or to the CCCIS EthicsPoint helpline at +1-800-499-8626 or http://www.ethicspoint.com promptly.
10.1 Relevant laws in jurisdictions in which CCCIS operates make it clear that activities and conduct of an Associated Person can create liability for CCCIS. CCCIS Employees may not circumvent CCCIS’s policies and procedures by using an Associated Person to do what CCCIS could not do itself. Similarly, an Associated Person may mistakenly believe that as a local individual or company it enjoys more freedom to “play by the local rules.” It is not acceptable for CCCIS’s policies to be circumvented in this manner. Associated Persons’ misconduct creates a risk to CCCIS, and also to any CCCIS Employees involved.
10.2 It is therefore vital that CCCIS Employees pay close attention to CCCIS’s relationships with Associated Persons to ensure that the Associated Person is acting according to CCCIS’s Code of Ethics and this Policy. Each Associated Person should be carefully selected and evaluated before being retained by CCCIS, and Associated Persons should be selected solely on the basis of merit.
10.3 It is the responsibility of every CCCIS Employee to know the Associated Persons with whom the CCCIS Employee transacts business for CCCIS, and to understand what services the Associated Persons perform for CCCIS and the manner in which they perform those services. It also the responsibility of every CCCIS Employee to ensure that Associated Persons are not creating a conflict of interest for CCCIS by, for example, acting for CCCIS and another party.
10.4 While each Associated Person relationship should be evaluated on its specific facts, there are several “red flags” that may signify a heightened risk to CCCIS. A list of such “red flags” is provided at Appendix 2. If an Associated Person or potential Associated Person exhibits one or more of these “red flags,” the CCCIS Employee must raise those issues with U.S. CCCIS Legal or to the CCCIS EthicsPoint helpline at +1-800-499- 8626 or http://www.ethicspoint.com and place on hold any negotiations and/or pending projects or transactions until further review and diligence can be completed.
10.5 Depending on the nature of the relationship and the role of an Associated Person or potential Associated Person, it may be appropriate to conduct due diligence into that Associated Person prior to engagement of the Associated Person by CCCIS. Contact U.S. CCCIS Legal to assist with any such diligence.
10.6 Once CCCIS retains a third party, CCCIS has a responsibility to continue monitoring on- going activities for any red flags or concerns. If a CCCIS Employee knows or reasonably believes that any improper conduct by an Associated Person has occurred, is occurring or may occur, the CCCIS Employee must promptly advise U.S. CCCIS Legal or the EthicsPoint helpline.
11.1 Whenever CCCIS pursues the acquisition of any business entity, the due diligence process associated with the proposed acquisition shall include an inquiry into the acquisition target’s compliance with the FCPA, the U.K. Bribery Act and other anti-corruption laws. The specific information to be obtained in connection with such investigation shall be specified by, and the written results of such investigation shall be reviewed and approved by, U.S. CCCIS Legal.
11.2 Whenever CCCIS elects to pursue work outside the United States through a joint venture, CCCIS will conduct a review of the prospective joint venture partner or partners in order to determine the reputation, beneficial ownership, professional capability and experience, financial standing, and credibility of the prospective joint venture partner or partners and the history of such prospective joint venture partner’s or partners’ compliance with applicable provisions of the FCPA, the U.K. Bribery Act or similar applicable legislation in other countries. The specific information to be obtained in connection with such investigation shall be specified by, and the written results of such investigation shall be reviewed, approved and retained by U.S. CCCIS Legal.
12.1 CCCIS Employees, and Associated Persons should record all financial transactions according to CCCIS’s financial and internal control policies and procedures. All payments and other compensation, including those to Government Officials, third parties who work with Government Officials, and private persons or companies, must be properly authorized and accurately recorded in CCCIS’s corporate books, records, and accounts in a timely manner and in reasonable detail. Records of payments must also comply with the requirements set forth in the CCCIS Travel and Entertainment Policies. Company Personnel should ensure that no part of any payment is to be made for any purpose other than that fully and accurately described in the Company’s books and records. The Company will conduct periodic audits of its books and records to monitor compliance with this Policy.
12.2 No undisclosed or unrecorded accounts of CCCIS may be established for any purpose. False, misleading, incomplete, inaccurate, or artificial entries in the books, records, or accounts of CCCIS are prohibited.
12.3 Personal funds must not be used to accomplish what is otherwise prohibited by this Policy.
While every transaction should be evaluated on its specific facts, there are several “red flags” that may signify a heightened risk of corruption or bribery. Some of those “red flags” include the following:
While each Associated Person relationship should be evaluated on its specific facts, there are several “red flags” that may signify a heightened risk to CCCIS. Some of those “red flags” include the following:
