MASTERPIECE INTERNATIONAL LTD., LLC
ANTI-CORRUPTION COMPLIANCE POLICY
August 15, 2017
Masterpiece International Ltd., LLC (“Masterpiece”) considers the ethical performance of its services in full compliance with all applicable law to be among its highest priorities. As a leading provider of international logistics services for fine art and a wide variety of other high value items and general merchandise, Masterpiece and its subsidiaries (the “Company”), directly and through their representatives, work with government entities, charitable organizations, museums, collectors, exhibitors, organizers and other customers all over the world. The purpose of this Anti-Corruption Compliance Policy (the “Policy”) is to clearly establish the standards, procedures and rules which the Company and their respective officers, directors, employees, agents and other representatives follow in order to ensure compliance with all applicable anti-corruption laws, including specifically, the United States Foreign Corrupt Practices Act of 1977 (the “FCPA”). All officers, directors, employees and agents of the Company are expected to conduct business legally and ethically. The Company will conduct every international business transaction with integrity, regardless of differing local customs and traditions, and will comply with all applicable laws and regulations, including in particular the antibribery provisions of the FCPA and the laws and regulations of each foreign country in which the Company operates, to the extent not inconsistent with U.S. law.
The Policy applies to all officers, directors and employees of the Company, both within and outside the U.S., and to all Company agents, consultants, representatives, brokers or other third party persons or firms of U.S. or any other nationality who have or are likely to have contact with a foreign supplier, service provider or customer (“Intermediaries”). The Policy is administered by the Company’s Compliance Team (“Compliance Team”). The current member of the Compliance Team are:
VP of Internal Operations
400 N. Sam Houston Pkwy E. Suite 1025
Houston, TX 77060
39 Broadway Suite 1410
New York NY 10006
President, Fine Arts and Security Group
39 Broadway Suite 1410
New York NY 10006
Corporate Compliance Manager
615 N. Nash Street Suite 300
El Segundo, CA 90245
Corporate Compliance Team
960 Herndon Parkway Suite 355
Herndon, VA 20170
Corporate Compliance Team
400 N. Sam Houston Pkwy E. Suite 1025
Houston, TX 77060
Changes in the Compliance Team or their contact information shall be posted on the Company’s website.
III. Summary of the FCPA
The main anti-corruption law applicable to the Company is the FCPA. The FCPA applies worldwide to all U.S. persons and entities, foreign entities that list their securities on U.S. exchanges or are required to file reports with the SEC and certain foreign persons, such as agents, if they commit violations while under U.S. jurisdiction. The FCPA contains both anti-bribery provisions and record-keeping requirements. The FCPA’s anti-bribery provisions are very broad. They make it illegal to corruptly authorize, give or offer to give money, gifts or anything of value to foreign officials in order to obtain or retain business or to secure any improper advantage. Foreign official also has a broad meaning. Foreign official means a) any officer or employee of a foreign government, b) any officer or employee of a foreign department, agency, or instrumentality thereof (which includes a government-owned or government-controlled state enterprise); c) any officer or employee of a public international organization; d) any person acting in an official capacity for or on behalf of a foreign government or government entity or of a public international organization; and e) any foreign political party or party official or any candidate for foreign political office. Thus, foreign officials include not only elected government officials and employees, such as customs inspectors, tax assessors and licensing officials, but also consultants who hold government positions, employees of companies owned by foreign governments, political party officials, political candidates and others.
The FCPA prohibits both direct and indirect payments to a foreign official. Thus, a U.S. person or entity can face FCPA liability based upon improper payments made by agents or other representatives on his, her or its behalf. Deliberately ignoring indications that such payments may occur or failing to take account of warning signs that such payments have or will occur will not eliminate or reduce such liability. Accordingly, except as otherwise set forth in this Policy, neither the Company nor any of its officers, directors, employees or Intermediaries shall authorize, make, promise or offer to give money, gifts or anything of value on behalf of the Company to a foreign official or to any third person (such as an agent or consultant) who, in turn, is likely to make, promise or offer to give any gift, payment or item of any value to a foreign official. Personal funds or other personal property must not be used to accomplish what is otherwise prohibited by Company policy and the FCPA. While not all payments or gifts to foreign officials are illegal, the scope and nature of those that are permitted are very narrow and careful analysis of any such payments is always required.
The FCPA’s recordkeeping requirements apply only to companies that have securities listed on U.S. exchanges. Although those provisions do not apply to the Company, the Company nevertheless requires that accurate and complete records of all Company transactions be maintained and reported. In particular, the Company requires all officers, directors, employees and Intermediaries to provide a report and record, including receipts, for any and all payments to a foreign official. Employees must obtain all required approvals from the Vice President of Finance or Controller and, when appropriate, from foreign governmental
entities. Prior to paying or authorizing a payment to a foreign official, Company officers, directors, employees and Intermediaries should be sure that no part of such payment is to be made for any purpose other than that to be fully and accurately described in the Company’s books and records. No undisclosed or unrecorded accounts of the Company are to be established for any purpose. False or artificial entries are not to be made in the books and records of the Company for any reason.
IV. Other Anti-Corruption Programs
Approximately 50 countries, plus various public international organizations, including the OECD, the United Nations and the World Bank, have enacted laws or regulations similar to the FCPA. It is very likely that the Company and its operations will be subject to many of those requirements from time to time. This Policy is intended to establish an anti-corruption compliance program that will require conduct that complies with all such requirements. In the event any Company officer, director, employee or Intermediary believes there may be applicable anti-corruption requirements that are not addressed by this Policy, a member of the Compliance Team should be consulted as soon as possible. It is possible that some of the Company’s customers may have their own anti-corruption programs and may contractually require the Company to comply with those programs. In that event, the Company will supplement this Policy with additional instructions and advise all affected Company officers, directors, employees and Intermediaries of any additional obligations and restrictions they may have as a result of such customer programs.
V. Special Situations
Facilitating Payments. The FCPA contains a very narrow exception for certain types of payments to foreign officials. These payments, which are generally known as facilitating or expediting payments, can theoretically be paid to foreign officials under certain limited circumstances in order to expedite or secure non-discretionary, routine governmental action. Routine governmental action does not include any decision by a foreign official on whether, or on what terms, to award new business to or to continue business with a party, or any action taken by a foreign official involved in the decision-making process to award new business or to continue business with a particular party. Those functions are discretionary and thus the payment would be made to improperly influence that discretion. Employees may not make or authorize any facilitating payments without prior written permission from a member of the Compliance Team. Such permission will rarely be given because such payments will often be a violation of the host country’s laws and because the anti-corruption laws of most other countries do not permit facilitating payments at all. Accordingly, even a facilitating payment that might technically be permitted under the FCPA will rarely, if ever, be authorized.
Marketing Expenses. Various types of “promotional or marketing payments” may also be permissible under the FCPA in certain circumstances. For example, certain reasonable, bona
fide expenses incurred while promoting the Company to foreign officials, hosting a tour of foreign public officials at a Company facility or entertaining employees of a foreign stateowned firm (such as a state-owned museum or hospital) may also be legitimate expenses under the FCPA. Company employees and agents should not provide gifts and entertainment to foreign officials or authorize a promotional expense or event for a foreign official except in accordance with the Policy. Any questions concerning the propriety of an anticipated or requested expenditure of Company funds should be directed to a member of the Compliance Team for advance approval. The following guidelines must be observed:
• All hospitality offered on behalf of the Company must be directly related to Company business, i.e., 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 the Company’s business and search for sources of services, 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 improperly influence any official decision.
• 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 foreign official should not exceed six (6) events in any calendar year. If additional hospitality is anticipated, prior written approval must be obtained from a member of the Compliance Team.
• Cash gifts to foreign officials are not permitted under any circumstances, no matter the local custom. Per diem payments to foreign officials also are prohibited.
• 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 means US $100.00 or less.
• 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 luxury accommodations or expenses for spouses and children, will not be approved. A member of the Compliance Team must approve in writing all travel for foreign officials in advance of the trip.
• 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.
A close relative, friend or business associate of a foreign official maybe deemed to be a surrogate for the official and shall also be subject to the above guidelines.
Local Law. While the FCPA provides for payments to foreign officials that are lawful under the written laws and regulations of the foreign official’s country, most countries have laws prohibiting the payment of bribes to government officials. No country has written laws permitting bribery. Thus, no payment shall be made by any Company employee, officer or agent to a foreign official in reliance upon the written laws of the local country without the prior written approval of a member of the Compliance Team.
Extortion. A very narrow exception to the FCPA permits payment that would otherwise violate the FCPA if the Company or an employee is the victim of extortion. Extortion to cover only threats of physical violence. Except in situations where communication is not possible, no payments should be made under threat of violence unless expressly approved by a member of the Compliance Team. Threats of even severe economic harm are not considered extortion under the FCPA.
U.S. Transactions. Note that the FCPA can be fully applicable to a situation where the Company provides or seeks to provide services wholly within the U.S. to a foreign government entity or a foreign government controlled business. A corrupt payment or gift to a foreign official in order to obtain or retain such business or to secure an improper business advantage would violate the FCPA.
VI. Due Diligence in Selection of Intermediaries
The Company’s business frequently requires the services of Intermediaries to carry out various formalities and transactions in foreign countries. Because transactions handled by the Company routinely involve governmental or quasi-governmental entities, state-owned enterprises and charitable organizations, the Company must be particularly vigilant in the selection of Intermediaries. In some situations, the Company uses the services of a specialist Intermediary. In fine art transactions, those Intermediaries are often members of ARTIM, a fine art logistics professional group. In some cases, a local Intermediary may be recommended by a museum or consignee of art or other goods in the destination or origination country. The Company will only use Intermediaries that meet certain requirements. The Company’s files must contain the legal name, ownership, address, nationality and responsible personnel of each Intermediary the Company utilizes. Such files will also describe the Company’s experience with the Intermediary and indicate whether the Intermediary was recommended by a customer or consignee and whether the Intermediary is itself a governmental or quasi-governmental entity, a state-owned enterprise, a charitable organization or a relative, close associate or business partner of a customer. The Company will use an Intermediary for a fine art transaction only if that Intermediary is a member of ARTIM or otherwise has been specifically approved in advance in writing by a member of the Compliance Team. In no event shall any foreign official or any relative, close associate or business partner of any foreign official be retained as an Intermediary without the specific advance written approval of a member of the Compliance Team. Whenever, the Company
wished to retain an Intermediary that it has not previously used in connection with a foreign transaction, it will first perform appropriate FCPA-related due diligence to determine the specific identity and credentials of the Intermediary and to confirm that the Intermediary is economically viable, does not have a reputation for corruption and has appropriate experience for the applicable transaction. In all cases, the Company will require that all payments made to the Intermediary and all payments made by the Intermediary on the Company’s behalf are permitted under applicable anti-corruption laws, including the FCPA. A nonexclusive list of examples of warning signals to be considered during Intermediary due diligence is below:
• Rumors regarding unethical or suspicious conduct by the Intermediary;
• Unnecessary third parties or multiple Intermediaries;
• Requests for payments to a third party, rather than the Intermediary;
• Requests for payments in a third country;
• Business in a country with bribery problems or a documented reputation for lack of transparency (i.e. poor score with Transparency International or similar rating organization);
• Requests for payments in cash;
• Requests for unusually large commissions or other payments, or payments that appear excessive for the service rendered;
• Political contributions;
• Requests for reimbursement of expenses that are poorly documented, such as invoices seeking payment for miscellaneous fees or fees that seem unrelated to the services rendered;
• Incomplete or inaccurate information in required disclosures; or
• Refusal to certify compliance.
The presence of any of the warning signals should be brought to the attention of a member of the Compliance Team. Employees should not retain or do business with any Intermediary where any of the listed warning signals are present without obtaining the written approval of a member of the Compliance Team. A file must be maintained documenting the due diligence efforts undertaken in relation to the retention of each Intermediary.
Prior to providing services to the Company, each Intermediary used by the Company must confirm its commitment to comply with all applicable anti-corruption laws, including specifically the FCPA, either by signing an Intermediary contract approved by a member of the Compliance Team or otherwise confirming in writing its agreement to comply with this Policy. Only members of the Compliance Team have authority to alter the terms of any of Company-approved written agreement.
Each officer, director and employee of the Company must undergo specific FCPA and anticorruption training at least once during each calendar year. All Company Intermediaries shall be provided access to this Policy and shall receive periodic training with respect to anti-corruption compliance.
The FCPA imposes criminal liability on both individuals and corporations for violations. For individuals who violate the anti-bribery provisions of the FCPA, criminal penalties include fines of up to $100,000 or twice the amount of the gross monetary gain resulting from the improper payment or imprisonment of up to five years, or both. The Company may not reimburse any fine imposed on an individual. Corporations may be fined up to $2,000,000, or, alternatively, twice their monetary gain, for criminal violations of the FCPA’s anti-bribery provisions. In addition to criminal penalties, the U.S. Department of Justice may bring a civil action for a fine up to $10,000 against any company that violates the FCPA’s anti-bribery provisions, and against any officer, director, employee or agent of a company, or a stockholder acting on behalf of a company, who violates the FCPA. The court may impose an additional fine of up to the greater of (i) the gross monetary gain that resulted from the violation or (ii) for individuals, up to $100,000, and for corporations, up to $500,000. Anti-corruption laws have similar, or in some cases more severe, penalties. Conviction of FCPA or other anticorruption law violations may also lead to debarment as a government or public organization contractor.
IX. Enforcement of the Policy
Every Company officer, director, employee and Intermediary whose duties are likely to lead to involvement in or exposure to any of the areas covered by the FCPA is expected to become familiar with and comply with this Policy. It is the individual responsibility of each director, officer and employee of the Company, whose duties are likely to lead to involvement in or exposure to any of the areas covered by the FCPA, by action and supervision as well as continuous review, to ensure strict compliance with this Policy.
Each officer, director and employee of the Company who will have any dealings with any foreign official will be required to acknowledge his or her understanding of the Policy’s requirements and his or her commitment to abide by its terms. Any officer, director or employee who suspects or becomes aware of any violation of the Policy shall report the violation to his or her supervisor, who will immediately advise a member of the Compliance Team, who shall cause an investigation of the reported matter to be conducted. In the
alternative, any officer, director or employee who suspects or becomes aware of any violation of this Policy, may report the suspected violation to a member of the Compliance Team or any member of senior management.
The Company encourages communication and reporting by each officer, director and employee of any suspected violation of this Policy, without fear of retaliation or reprisal. All such reports will be taken seriously and promptly investigated. The Company will take severe disciplinary action, up to and including dismissal, against any officer, director, employee or Intermediary who violates this Policy.
Any questions or problems concerning this Policy, foreign officials or payment practices should be directed to a member of the Compliance Team.