VistaJet takes a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all its business dealings and relationships. VistaJet is committed to implementing and enforcing effective systems to counter bribery and corruption. The integrity of our Employees and our Associated Persons is critical to VistaJet’s success.
In this Anti-Corruption and Anti-Bribery Policy (“Policy”), “VistaJet” refers to VistaJet Group Holding Limited (a company incorporated in Malta with registration number C-73543) and to all of its affiliates and subsidiaries.
This Policy applies to:
Contracts and agreements executed between VistaJet and Associated Persons may contain more specific provisions addressing some of the issues set out in this Policy. Nothing in this Policy is meant to supersede any more specific provision in a particular contract or agreement executed between VistaJet and an Associated Person, and to the extent there is any inconsistency between this Policy and any other provision of a particular contract or agreement, the provision in the contract or agreement will prevail.
This Policy is intended to supplement and not replace other VistaJet codes of conduct, policies, rules and procedures that are applicable to Employees and Associated Persons from time to time. If any Employee or Associated Person has any doubt as to the codes, policies, rules and procedures applicable in a given situation, or if any Employee or Associated Person perceives any conflict or inconsistency between this Policy and any other VistaJet code of conduct or any other VistaJet policies, rules or procedures, then he/she should raise the issue with, and seek direction from the VistaJet Compliance and Ethics Department at firstname.lastname@example.org. This Policy is a statement of principles and expectations for individual and business conduct. It is not intended to and does not in any way constitute a contract, an employment contract, or assurance of continued employment, and does not create any right in any Employee or Associated Person. The enforcement and interpretation of this Policy rests solely with VistaJet. This Policy only creates rights in favour of VistaJet. The headings contained in this Policy are for convenience only and shall not be interpreted to limit or otherwise affect the provisions of this Policy.
The examples, red flags, and case scenarios referred to in this Policy are not exhaustive or exclusive and are included solely as guidance. Employees and Associated Persons must be aware that there are other situations which may raise bribery or corruption concerns.
In addition to terms defined elsewhere in this Policy, the following definitions shall apply in this Policy unless the contrary intention appears:
“Public Official(s)” includes:
As such, Public Officials include honorary government officials; members of boards, officers, directors and employees of governmental, quasi-governmental or government-owned companies; members of royal or ruling families; and officials of public international organisations such as the World Bank, International Monetary Fund and the World Trade Organisation.
“Things of Value” means bribes, a financial advantage, favour or any other benefit, whether in cash or in kind, tangible or intangible. Examples include (without limitation): gifts, meals, entertainment, hotel accommodation, complimentary VistaJet air travel, or offers of employment.
“Third Party” means any individual or organisation that any Employee or Associated Person comes into contact with during the course of his/her/its work for VistaJet, and includes actual and potential customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies, including their advisors, representatives and officials, politicians and political parties.
The US Foreign Corrupt Practices Act prohibits U.S. persons and, in some cases, foreign persons, from corruptly offering, authorizing, or making payments, or giving anything of value, to any foreign official or political parties for the purpose of obtaining or retaining business.
For case scenarios illustrating the offence of bribery refer to Appendix 1.
Employees and Associated Persons may not, directly or indirectly, (i) offer, (ii) promise, (iii) agree to pay, (iv) authorize payment of, (v) pay, (vi) give, (vii) accept, or (viii) solicit. Things of Value to or from any Third Party in order to secure or reward an improper benefit or improper performance of a function or activity, or to obtain or retain business.
Good faith hospitality and promotional expenditure to improve VistaJet’s image, present its services, or establish cordial relations with clients, is legitimate, provided it is reasonable, proportionate and made in good faith. Such reasonable and proportionate hospitality and promotional expenditure is an established and important part of doing business. However, it is essential to draw a distinction between what is legitimate in business situations and what is bribery; any gift or hospitality that seeks to influence the recipient into performing their function improperly would be considered a bribe.
Generally the giving or receiving of modest gifts, entertainment, or other business courtesies is permissible if the following requirements are met:
Facilitation payments are strictly prohibited. Facilitation payments are typically small, unofficial payments made to secure or expedite a routine or necessary government action by a Public Official, when VistaJet would have already paid for, or is entitled to, that action.
VistaJet is proud of its strong commitment to assist charities. VistaJet also sponsors third party events and activities in various ways from time to time. While charitable donations and sponsorships are encouraged, all donations and sponsorships must be made in accordance with VistaJet’s high ethical standards and in compliance with all applicable laws.
It is common for Public Officials, current or prospective VistaJet business partners, and suppliers, to be involved in charitable or not-for-profit organisations, and they may request charitable donations or sponsorships from VistaJet, Employees or Associated Persons. In any such event it needs to be ensured that the donation or sponsorship is not an indirect way of conferring a personal benefit on a Public Official or business partner or supplier, and that the contribution or sponsorship is not made in exchange for obtaining or retaining business, or to influence a purchasing or other decision affecting VistaJet’s interests. Charitable donations or sponsorships to charitable or no-for-for profit organisations involving Public Officials or current or prospective VistaJet business partners or suppliers, may only be granted by VistaJet, Employees or Associated Persons subject to written approval by VistaJet’s Executive Management Committee (ExCo) on a case by case basis.
Candidates for political office, political parties and party officials may also seek political contributions from VistaJet, Employees or Associated Persons. 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 VistaJet or any other entity. In-kind contributions can include participation in political campaigns during paid working hours and the use of administrative support, VistaJet facilities, equipment and supplies. Political contributions to candidates for political office, political parties, or party officials, may only be granted by VistaJet, Employees or Associated Persons subject to written approval by VistaJet’s Board of Directors on a case by case basis.
There can be cases when a Public Official or current or prospective business partner, or supplier, may ask an Employee 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 VistaJet. It may also be the case that they might seek to play a role in a future VistaJet employment decision, or may seek employment for themselves in anticipation of leaving a current position.
Offers of employment should not be given in exchange for or to reward any benefit received by VistaJet, and Employees should not offer employment in order to seek any advantage in any business venture.
Associated Persons (refer to the definition of this term on the first page of this Policy, but includes without limitation, the suppliers and contractors of VistaJet) are important to VistaJet’s operations in many ways, and many of them are integral to VistaJet’s business.
Relevant laws in countries in which VistaJet operates, however, make it clear that activities and conduct of an Associated Person can create liability for VistaJet.
Employees may not circumvent VistaJet’s policies and procedures by using an Associated Person to do what VistaJet could not do itself.
Associated Persons should be carefully selected and evaluated before being retained by VistaJet, and Associated Persons should be selected solely on the basis of merit.
Employees should be alert to Associated Persons where the businesses or services are to be performed in a country, industry, sector, or in respect of special projects, where there is a history of corruption.
Appendix 2 sets out examples of “red flags” that may signify a heightened risk to VistaJet. If a potential Associated Person or Associated Person exhibits one or more of these “red flags,” either before entering into a business relationship, or while that relationship is ongoing, the Employee must raise those issues with his/her direct supervisor for further review and due diligence.
In addition, in order to reduce risks that an Associated Person will engage in improper conduct on behalf of VistaJet, oral agreements or arrangements with an Associated Person are strictly prohibited; all agreements and arrangements shall be recorded in writing. Written agreements with Associated Persons must accurately reflect the substance of the agreement in a clear way.
Employees should record all financial transactions according to VistaJet’s financial and internal control policies and procedures. No undisclosed or unrecorded accounts of VistaJet may be established for any purpose. False, misleading, incomplete, inaccurate, or artificial entries in the books, records, or accounts of VistaJet are prohibited.
All accounts, invoices, memoranda and other documents and records relating to dealings with Third Parties, such as clients, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness. No accounts may be kept “off-book” to facilitate or conceal improper payments.
Personal funds should not be used to accomplish what is otherwise prohibited by this Policy.
To ensure this Policy is followed correctly, VistaJet’s Compliance and Ethics Department and/or VistaJet auditors may conduct unannounced audits. These audits may include the review of agreements/contracts with Associated Persons, the review of transaction files and financial records, and random interviews with Employees and Associated Persons. Full cooperation with those audits is required of all Employees and Associated Persons.
VistaJet is fully committed to developing a Speak up culture – Employees and Associated Persons should not be afraid to speak up if they think that something is wrong or needs to be fixed. Employees and Associated Persons should at all times feel comfortable sharing their views, asking questions, flagging anomalies, expressing concerns, or reporting perceived violations of this Policy. If an Employee or Associated Person becomes aware of any suspected or known violations of this Policy, then he/she has a duty to promptly report such concerns in accordance with VistaJet’s Speak Up Procedure for Reporting Concerns Relating to Financial Matters (available online at www.vistajet.com/corporate-governance (or at any other location indicated by VistaJet at any time), and on VistaJet’s internal online systems that are effective from time to time and are accessible by all Employees (such as EPP- https://epp.vistajet.com).
If an Employee fails to comply with this Policy, then he/she may be subject to disciplinary action that may include dismissal from employment. Disciplinary measures will depend on the circumstances of the violation and will be applied in a manner consistent with VistaJet’s policies. In addition, Employees who violate the law during the course of their employment may also be subject to criminal and civil action.
In the event that an Associated Person fails to comply with any provision in this Policy and does not remedy the failure (if such a failure is remediable) within 10 days of such Associated Person being notified in writing of the failure by VistaJet, then VistaJet may terminate the business relationship with such Associated Person (including terminating all contracts and agreements in force between VistaJet and such Associated Person) by means of written notice to such Associated Person, with immediate effect, without need of judicial recourse, and without liability for compensation or damages (whether direct and/or indirect) of any type or nature in favour of such Associated Person.
VistaJet will unilaterally review this Policy on a regular basis at its absolute discretion, and will introduce revisions where necessary or appropriate. VistaJet may also issue addenda, guidelines and memoranda from time to time to supplement this Policy. The latest version of this Policy and of any addenda, guidelines and memoranda will always be available online at https://www.vistajet.com/corporate-governance, and on VistaJet’s internal online systems (such as VistaJet’s EPP – epp.vistajet.com) that are accessible by all Employees. It is the responsibility of Employees and Associated Persons to access these online systems regularly to view the latest version of this Policy and of any addenda, guidelines and memoranda, from time to time.
Waivers of this Policy may be granted by the Chief Financial Officer only in exigent circumstances.
Employees and Associated Persons shall periodically, whenever requested by VistaJet (in the case of Employees, as a minimum once a year), individually confirm in writing, or by any electronic means introduced by VistaJet from time to time, to VistaJet that he/she/it has read this Policy and agrees to comply therewith.
A VistaJet Purchasing Manager offers a jet fuel supplier representative free air travel on VistaJet aircraft, but only if the supplier agrees to increase credit terms from 30 days to 90 days in the upcoming fuel contract.
This would be an offence as the VistaJet Purchasing Manager would be making the offer to gain a commercial and contractual advantage. VistaJet may also be found to have committed an offence because the offer has been made to obtain business for it. It may also be an offence for the fuel supplier’s representative to accept VistaJet’s Purchasing Manager offer.
The Sales Representative of an aircraft maintenance provider offers to take the VistaJet Maintenance Manager on a family holiday if he agrees to procure maintenance services for VistaJet’s aircraft from his facility.
It is an offence for the Sales Representative to make such an offer. It would be an offence for the VistaJet Maintenance Manager to accept the offer as he would be doing so to gain a personal advantage.
A VistaJet Commercial Manager makes an additional payment to a foreign Public Official to speed up the issuing of a registration licence for a local VistaJet sales office in a remote Asian country. There is no official process for speeding up the issuing of a licence in the country.
The offence of bribing a foreign Public Official has been committed as soon as the offer is made. This is because it is made to gain a business advantage for VistaJet. VistaJet itself may also be found to have committed an offence, if it has failed to prevent such occurrences negligently.
You should contact the VistaJet Compliance and Ethics Department or your direct superior and make them aware of the situation. It is important to keep detailed evidence of all your dealings with the Associated Person concerned. This activity would be against the VistaJet’s anti-corruption and anti-bribery Policy and may also be illegal.
If the size of the payment seems out of proportion to the service provided then it should be brought to the attention of the VistaJet Compliance and Ethics Department or your direct supervisor.
In any such event you should contact the VistaJet Compliance and Ethics Department or your direct superior immediately. No payments should be made to Public Officials in connection with their role or function unless the local law where the payment is being requested clearly provides in writing that payments are to be made and payments are properly documented (through invoices and receipts).
No. VistaJet’s anti-corruption and anti-bribery Policy is clear that VistaJet will not make facilitation payments of any kind. If you are requested to make such a payment you should contact the VistaJet Compliance and Ethics Department or your direct supervisor immediately.
No. By issuing a second invoice at a higher price, VistaJet may be helping the broker engage in misrepresentation or fraud. This could expose VistaJet to liability, even if it was the broker who used the invoice improperly. (The same holds true if a broker requests VistaJet to issue a duplicate invoice reflecting a lower price. If the broker used the duplicate invoice to lower its VAT dues, VistaJet may be legally liable for helping that customer evade those duties.)
No. VistaJet’s anti-corruption and anti-bribery Policy is clear that VistaJet will not make facilitation payments of any kind. If you are requested to make such a payment you should contact the VistaJet Compliance and Ethics Department or your direct superior immediately.
A bribe does not have to be financial, but can be some other advantage, such as employment. If the grant of employment is intended to obtain a business advantage, it will be a bribe and will not be permitted.
Any request of this nature should be discussed with the VistaJet Compliance and Ethics Department. Any payment of this kind requires the approval of ExCo. The donation will not be approved if it is made with the intention of securing a business advantage for VistaJet, or is in connection with a particular transaction or arrangement between VistaJet and the relevant governmental or public authority.
If VistaJet is carrying on significant operations in this locality, it may be that ExCo will conclude that the donation would be in line with VistaJet’s corporate social responsibility objectives. Care will need to be taken to ensure that any donation is documented and made to the appropriate body, and not, for example, to an individual Public Official.
The VistaJet anti-corruption and anti-bribery Policy is not intended to totally prohibit the provision by VistaJet of corporate hospitality that is reasonable and proportionate. Asking a prospective customer along to an event of this nature is likely to be acceptable. However, consideration should also be given to the context: if the prospective customer is, for example, considering whether to enter into an FSP with VistaJet, and the provision of the hospitality might affect his decision, then it would not be appropriate to offer it. If in doubt, contact the VistaJet Compliance and Ethics Department.
In most circumstances, common sense will determine when a bribe is being offered. However the following questions can help you make an objective assessment if in doubt:
A Foreign Public Official includes: (i) anyone who holds a foreign legislative or judicial position; (ii) individuals who exercise a public function for a foreign country, territory, public agency or public enterprise; or (iii) any official or agent of a public organisation.
(In the following list, Associated Person shall also include potential Associated Persons):
|27th September, 2016||1||Effective Date|