NBBJ Anti-Corruption Guidelines for Consultants and Business Associates
Generally, global anti-corruption laws, including the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010 and other local anti-corruption laws (collectively, “anti-corruption laws”), criminalize receiving or giving items of value to anyone for improper business purposes, whether in dealings with government or public officials, or officials in the private sector. NBBJ’s duty to prevent bribery and avoid anti-corruption liability extends beyond our organization and our employees, officers and firm leadership, to our business associates; namely all consultants, agents, vendors, joint venture partners, and anyone else performing services with NBBJ.
The anti-corruption laws also require NBBJ to keep accurate books and records of all business dealings and transactions. For this reason and others, NBBJ’s policy is that all financial records (including expense reports, invoices and records of commission payments and business gifts or entertainment) accurately describe expenses incurred and the recipients or participants. Organizations are subject to large fines and severe penalties, as well as disgorgement of the proceeds of the bribe, and reputational harm (among other sanctions) for anti-corruption law violations. In addition, individuals who violate anti-corruption laws are subject to criminal fines and penalties up to and including imprisonment.
Therefore, it is important that all of NBBJ’s consultants and business associates (including agents, vendors, joint venture partners and anyone else performing services with NBBJ) scrutinize every transaction in which NBBJ has a role to ensure that no improper payments are offered or made, directly or by third parties, in connection with any NBBJ business activity or project. These Guidelines serve as a resource to help you identify “red flags” in order to avoid even the appearance of impropriety. If you need further guidance, you should contact your primary NBBJ contact.
I. WHAT IS A BRIBE?
A bribe can be anything of value, including cash or the offer of any economic or other benefit intended to improperly influence a government or public official, or an employee in a private business transaction, including:
- Travel, meals, lodging, shopping or entertainment expenses
- Transactions not involving arm’s length terms (e.g., selling services at below or above fair market value or where payment is not proportional to scope of services)
- Certain charitable donations
- Offers of employment or internship Promises to pay or forgive debt
- Community investments requested by public officials in connection with publicly funded tenders unless expressly permitted or required by statute
- Contracts or other business opportunities awarded to a company in which an individual holds a beneficial interest
- Home improvements and repairs
Please contact your primary NBBJ contact before offering, giving or receiving anything of value.
II. WHO IS A GOVERNMENT OR PUBLIC OFFICIAL?
The Foreign Corrupt Practices Act specifically prohibits corrupt payments or gifts to foreign government or public officials, and this definition is broad and can include the following persons:
- A candidate for political office
- An elected official or appointed cabinet member A member of a Royal Family
- An official of a public international organization (i.e., United Nations)
- An employee of any government agency, department, or instrumentality
- A legislator
- A member of a political party
- A consultant acting for or on behalf of a government or government agent
- A close family member or advisor of a government or public official
- An official or employee of a state-controlled or state-owned business or entity
Many anti-corruption violations involve employees of state owned or controlled entities such as a national energy company, a state- controlled hospital or medical facility, a national telecommunications company, a state-owned airline, or a state-owned construction and engineering company. All employees of these entities are considered government officials for purposes of anti-corruption laws. In countries like China many large, local business entities are state-owned or controlled enterprises.
III. TRANSACTIONS WITH BUSINESS ASSOCIATES
NBBJ has instituted the following compliance and due diligence measures when dealing with our consultants and business associates:
- All engagements of NBBJ consultants and business associates must be documented by a written agreement, reviewed by a member of NBBJ’s Legal Team. There must be a clearly defined rationale supporting compensation for each scope of services.
- All agreements, at a minimum, must include the following terms:
o Clearly stated scope of services
o Clearly stated, arms-length payment terms; special payment terms or commission payments require added scrutiny by Legal Team and Finance
o A representation that the consultant or business associate complies, and will continue to comply, with anti-corruption laws
o An obligation to maintain accurate and complete records
o The right for NBBJ to audit the records of the consultant or business associate.
o Terms enabling NBBJ to unilaterally terminate the contract in the event it receives credible evidence of a violation of anti-corruption laws or if there is a failure to provide adequate assurances of internal compliance controls to prevent bribery
IV. RED FLAGS
NBBJ’s consultants and business associates have a duty to pause, inquire, and consult with their primary NBBJ contact where circumstances suggest that someone has acted or may act unlawfully. The following are some examples of activities that are considered by prosecutors around the world to be “red flags” for possible unlawful conduct requiring you to directly address the “red flag” before proceeding with the transaction or activity:
- Conferences, entertainment, dinner or travel lacking a valid business purpose or otherwise appropriate commercial justification
- Payments to third parties not directly involved in the transaction
- Payments to offshore accounts
- Uncustomary or large compensation or benefits to recipient in relation to the level of services provided
- Large discounts
- Unreasonably high commissions or “success fees”
- Lack of transparency in records
- Missing, incomplete or inaccurate documentation (or delay in providing it)
- Inadequate, generic or otherwise questionable descriptions on invoices
- Undefined or vague description of scope of service
- Resisting anti-corruption certifications or contract terms
- Refusal to provide evidence of internal anti- bribery controls
- Family or business ties to public or government officials or a potential client
- The primary qualification of the contracting party is its ability to influence public or government officials or a potential client
- Lack of experience or quality recommendations History of corruption
It is critical for you to consult with your primary NBBJ contact if any of these red flags exist in connection with your transactions or activities on behalf of NBBJ. Failure to do so could result in termination, and also create individual criminal and civil liability for you, as well as corporate liability for NBBJ.
V. DUTY TO REPORT
You must report any suspected violations of this policy. Reports may be made either to any member of the Compliance Committee, or anonymously by calling one of the following numbers:
China (All Mainland Provinces) 00-800-3344-2222
Other Countries (Toll Exists) 1-206-223-5001
You may also report a violation by email to: firstname.lastname@example.org.
Last Updated: May 2022
NBBJ Anti-Slavery and Human Trafficking Statement
NBBJ takes a zero-tolerance approach to modern slavery, and we are committed to acting ethically and with integrity in all our business dealings and relationships. We are also committed to implementing and enforcing effective systems and controls to ensure modern slavery is not taking place anywhere in our own business or in any of our supply chains.
As NBBJ’s Code of Conduct reflects, NBBJ is committed to conducting business with integrity and in compliance with all laws and policies applicable to our global practice, always aspiring to the highest ethical standards. Our Manifesto further embodies our commitment to understand, celebrate and protect what is inherently human and to serve as advisors and activists in our work and word to confront pressing global challenges like social inequality and modern slavery. We address these issues at the core of our business.
NBBJ further seeks to prevent modern slavery by maintaining a safe and non-hostile work environment. We are committed to complying with all laws governing workplace safety and environmental health to create a productive, healthy and safe work environment wherever we provide services.
Due Diligence and Internal Systems and Controls to Counter Slavery and Human Trafficking
NBBJ has a Compliance Committee comprised of its General Counsel, Chief Operating Officer and its Partner in charge of International Practice to ensure compliance with the Modern Slavery Act 2015 and all other laws and policies applicable to our global practice. NBBJ also maintains a dedicated Legal Team, Human Resources Team, Finance and Audit Team and Marketing/Procurement Team all of whom work together to ensure that all those in our supply chain comply with our values. These teams are engaged early and consistently to provide due diligence review of all business associates and transactions, particularly international transactions, to ensure NBBJ is in compliance with all applicable laws and policies including the Modern Slavery Act 2015.
NBBJ requires it employees and business associates to report all suspected or actual violations of the Code of Conduct and any other fraudulent, illegal or unethical activity including modern slavery to the Compliance Committee which, in consultation with the firm’s Board, monitors and addresses on a real time basis all suspected and actual violations. NBBJ maintains a confidential hotline for reporting of all suspected or actual violations of the Code of Conduct and the law, including instances of modern day slavery. The hotline is monitored by the General Counsel on a daily basis, and the Compliance Committee meets regularly (but no less than quarterly) to address violations or compliance issues as they arise.
NBBJ strictly prohibits victimization of or retaliation against anyone seeking guidance or reporting any activity required by the Code of Conduct or the law, including instances of modern slavery.
Continuing Improvements to the Policy
NBBJ is in the process of updating and enhancing its Code of Conduct as well as its Anti-Slavery and Human Trafficking Policy to include training for staff and enhanced due diligence processes to identify risks and prevent modern slavery in its supply chains. We are also incorporating, as part of our contracting processes, specific prohibitions against the use of forced, compulsory or trafficked labour. We have prepared a draft Anti-Slavery and Human Trafficking Policy for Consultants and Business Associates which we will use to educate our supply chain.
Finally we will publish an updated version of this Slavery and Human Trafficking Statement on our website when and as required by the Modern Slavery Act 2015.
This link leads to the machine-readable files that are made available in response to the federal Transparency in Coverage Rule and includes negotiated service rates and out-of-network allowed amounts between health plans and healthcare providers. The machine readable files are formatted to allow researchers, regulators, and application developers to more easily access and analyze data.