Definitions & red flags

Definitions and “red flag” indicators that bribery may be taking place

Associated Persons

An individual or company that acts on behalf of RTL Group or otherwise performs any services for or on behalf of RTL Group in any capacity whatsoever.  A typical example is a sales agent, intermediary or introducer, but this can also include, for example, advisers, consultants, joint venture partners and contractors and all direct and indirect subsidiaries, wherever they are located.

Facilitation Payment

A “facilitation payment” is an unofficial payment (usually, but not necessarily, made to a public official) to encourage the recipient or a third-party to perform their existing obligations or role, or expedite or refrain from performing a routine task they are otherwise obligated to do. They are also known as gratuity or “grease” payments. These can be payments to perform routine tasks such as obtaining permits, licenses, or other official documents, processing governmental papers, such as visas and work orders, providing police protection, mail pick-up and delivery, providing phone services, power and water supply and loading and unloading cargo.

Government Authority

Under this Policy, a Government Authority includes:

–     national governments, political subdivisions or local jurisdictions;

–     civil or military government agencies and their instrumentalities;

–     government-owned or government-controlled associations, organisations or enterprises, including state-owned companies;

–     legislative, administrative or judicial offices;

–     political parties; or

–     supra-national organisations (such as, for example, the World Bank, United Nations, International Monetary Fund, OECD).

Public Official

Under this Policy, Public Officials include:

–     any officer, employee or representative of, or any person otherwise acting in an official capacity for or on behalf of a Government Authority; 

–     any employee of a government-owned or government-controlled entity;

–     a legislative, administrative or judicial official, regardless of whether elected or appointed;

–     an officer of, or individual who holds a position in, a political party; 

–     a candidate for political office; or

–     person who otherwise exercises a public function for or on behalf of any country.

In practice, this can include civil servants, inspectors, members of a political party, employees of a state university, judges, customs and immigrations officials, ambassadors and embassy staffs, and law enforcement personnel. This list is not exhaustive. If you have any questions or concerns, please ask your local legal department.

“Red flag” indicators

RTL Group’s officers and employees should be aware of the following red flags which may indicate that bribery is taking place or give grounds to raise suspicion: 

–     business operations in a country or region with acknowledged high levels of corruption;

–     a customer or agent that has close ties to a government, government owned company or other relevant third party;

–     abnormally high or frequent cash payments being made to clients or agents;

–     large payments for lavish meals or entertainment and travel expenses for third parties;

–     pressure being exerted for payments to be made in cash, urgently or ahead of schedule; 

–     payments being made through a third country unconnected with business being undertaken;

–     private meetings being undertaken between parties involved in public procurement or with public officials;

–     lack of transparency in expenses and accounting records of an associated person or other relevant third party; 

–     an individual who never takes time off even if ill, or for holidays, or insists on dealing with a specific client or matter themselves;

–     unexpected or illogical decisions being made accepting projects or contracts; 

–     unusually smooth process of matters where an individual does not have the expected level of knowledge or expertise; 

–     departure from usual tendering/contracting processes where applicable;

–     missing documents or records regarding meetings or decisions; 

–     company procedures or guidelines not being followed;

–     refusal to agree non-corruption provisions in agreements; and

–     statements that should put one on notice, such as an agent boasting about his connections or recommending that the company not ask how he/she is able to get things accomplished.

Frequently Asked Questions

1. Question: the new Group policy doesn’t allow me to entertain my clients properly. This is harmful to my business as my competitors don’t have these monetary limits. This is unfair – what can I do ?

Answer: The new policy (section 5.1 General principles, paragraph 1 and 3) states the following (relevant wording highlighted):

Reasonable and bona fide hospitality and promotional or other business expenditures, which seek to maintain cordial relations or present products or services, are recognized as a legitimate part of doing business. However, gifts, hospitality or other similar business expenditures can potentially be employed as bribes. The giving and receiving of reasonable gifts, entertainment or hospitality is permissible provided it is connected with RTL Group’s business.

Employees may only give or accept advantages connected directly or indirectly to their work for an RTL Group company if all of the following conditions are met:

–     The advantage serves a legitimate business purpose.

–     The advantage does not serve to obtain or provide an improper advantage.

–     The advantage does not have an unreasonably high value, does not exceed the limits of customary business practice, and does not disproportionately exceed the recipient’s normal standard of living

There are a number of materiality thresholds which are then set out in the policy to aid employees’ judge whether they can or can't accept gifts, entertainment or hospitality.

If the gift is valued at more than EUR 300, the respective supervisor’s approval is required, as well as coordination with the RTL’ Group Compliance team. For hospitality valued at more than EUR 300, the respective supervisor’s approval is required. To summarise, in no instances are we saying hospitality cannot be done - just that it needs to be assessed whether it is reasonable (in light of normal business practice, custom, standard of living) and that it serves a legitimate business purpose. Standards are much higher if public officials are involved, but this is not covered here.

The updated anti-corruption policy does not aim to stamp out company trips or events, merely to create a framework where it can be judged as to whether it is reasonable, or not, and to introduce a reporting register to “prove” the steps taken.

2. Question: we hold regular talks with public officials such as media authorities, members of local government and others about regulation and licensing. Quite often such talks are done while having a lunch or a dinner – mostly at low cost and never exceeding the normal cost range of daily business. Are these meetings now allowed and if so, do we need prior approval?

Answer: According to Section 6 of the RTL Group Anti-Corruption Policy, “all gifts, entertainment and hospitality relating to Public Officials, regardless of value, must be approved, by the respective supervisor”. There is a carve-out for “minor token items” (as long as permitted by law, custom and courtesy) and further language indicating that entertainment and hospitality within the scope of the general principles outlined in Subsection 5.1 of the Policy is permissible for Public Officials, as long as certain requirements are met – including the requirement to seek approval by the respective supervisor.

As these meetings are held at “low cost” the limited hospitality carve-out is applicable here and hence these meetings can continue.

In response to the second question on approval: There is no requirement of prior written approval by the respective supervisor – if something has to exceed the “minor token items” threshold (e.g. the Public Official suggesting a more expensive place for a business dinner, ordering expensive wine at dinner, etc.), it requires approval by the respective supervisor. If employees have any doubts, they should request advice from the local Compliance Officer or the RTL Group Compliance Team.

The Policy is there to set a clear frame – it is not there to stop the necessary contacts that go on, thereby affecting business life.