Countering Bribery – Principles

Invensys is committed to achieving our business goals legitimately and we require employees to obey all relevant laws.  We explicitly prohibit offering or accepting a bribe in any form for the purpose of obtaining or retaining business or to gain an improper advantage for Invensys.  The prohibition applies to bribes made directly or through third parties, including attorneys, agents, consultants, advisors, suppliers, and customers.  To educate our employees on this important issue, training on avoiding bribery and corruption has been delivered to all Invensys employees through our ongoing Corporate Compliance Programme.

The Corporate Compliance Officer and the Audit Committee monitor our programs for countering bribery.  We use an external service to help avoid doing business with bribe payers, and we dismiss any employee proven to violate the anti-bribery provisions of the Code of Conduct.  We have a procedure and due diligence reporting program for working with agents in order to ensure that the proper compliance mechanisms are in place, and we review all agreements in accordance with the Delegation of Authority (DoA).  Additionally, the Management Representation Letter, which includes a section on conduct and anti-bribery, is completed by all senior managers on a semi-annual basis in order to certify compliance with our process and procedures.  The results of the Management Representation Letter are reviewed by both the Board and the Audit Committee as part of our ongoing governance and assurance processes.