Anti-Corruption Policy

1.1. Zero tolerance
MediCard does not permit or tolerate any engagement in corruption and is committed to acting fairly and with integrity in all of its business dealings and relationships, and implementing and enforcing effective systems to counter such unlawful activity. MediCard shall not participate in any activity which may be considered as bribery or corruption of any form related to the services, work or transactions arising from or in connection with the business of MediCard. 

This anti-corruption policy must be strictly observed in all transactions and dealings with MediCard’s clients, suppliers and other business partners, as well as with the public government. 

1.2 Consequences of non-compliance
Involvement in corruption can jeopardize MediCard’s reputation and market position. MediCard can also incur severe administrative, civil and criminal penalties if it is found to have been involved in corruption. The same applies to MediCard’s personnel or anyone working on behalf of MediCard that are guilty of committing corruption within the business. The liability also covers aiding and abetting others that commit corruption, or wilfully ignoring clear evidence of corruption. 

The personal liability also includes penalty in form of imprisonment. A breach of this policy will in addition constitute a disciplinary offence. Depending on the circumstances of the offence, it may be considered as gross misconduct which could subject the employee liable for dismissal. 

1.3 Preventive approach
The preventive measures outlined in the MediCard Code of Conduct shall in particular be followed in regard to complying with the prohibition against corruption. As described in the Code of Conduct the preventive approach shall among other things consist of: 

• Training and communication 
• Risk assessments 
• Integrity due diligence 
• Record keeping 
• Whistle blowing encouragement 
• Monitoring 
• Follow up on non-compliance 

In this appendix regarding anti-corruption policies, particular preventive measures with regard to anti-corruption are described in further detail. 

MediCard shall adopt measures towards ensuring compliance with all applicable anti-corruption laws, including but not limited to (i) national anti-corruption legislation of the Philippines and the jurisdictions where its counter parties are bound, (ii) anti-corruption legislation where the work or services is performed, (iii) international anti-corruption regulations such as the United Nations Convention against Corruption, the OECD Anti-Bribery convention, the UK Bribery Act (2010), and the US Foreign Corrupt Practices Act (1977) (collectively referred  to as “anti-corruption laws”).

MediCard has a zero-tolerance approach to corruption, including bribery, facilitation payments and trading in influence. 

3.1. Bribery
For the purpose of this policy, “corruption” is defined as the offer, promise, giving, demanding or acceptance to or by a public official or a private sector representative an improper advantage as an inducement for the other to act or refrain from acting in breach of his or her duties. It is not a requirement that the person receiving an advantage gives anything in return. 

Both the active and the passive part in an act of corruption are liable, meaning that both the provider and the receiver of the bribe can be held responsible. A bribe may consist of money, gifts, loans, favours, reward or other advantages or benefits. 

3.2. Trading in influence
Trading in influence is somewhat different from traditional corruption such as bribing, however the protected legal interests are the same; transparency and impartiality in the decision making process. Trading in influence takes place when an improper advantage is requested, offered, given or received to, or by, a middleman in return for influencing a third person’s conduct of his duties. It is not required that the decision maker is de facto influenced. It is sufficient that the influencing agent claims that he/she could offer influence and that he/she will attempt to do so. 

An important distinction shall however be made between legal and legitimate lobbying and illegal trading in influence. As a main rule the distinction depends on the degree of openness, and the decisive factor of whether the lobbying is legitimate will be whether the lobbyist/influencing agent clearly states that he/she acts on behalf of MediCard. 

3.3. Facilitation payments
MediCard prohibits the making of facilitation payments by MediCard’s personnel or anyone working on behalf of MediCard. Making a prohibited facilitating payment can place MediCard and the individual making or authorizing the payment at risk of criminal prosecution. 

A facilitation payment is a small payment to secure or expedite a routine government action to which one is legally entitled. 

Prohibited facilitation payments do not include payments that MediCard may be required to make under local laws or written regulations in order to obtain various types of government services. 

The prohibition of facilitating payments does not apply to situations in which MediCard personnel must make a payment to avoid a serious medical or safety emergency. Personnel faced with such a situation should seek to obtain prior approval of the payment from his or her manager or Compliance Officer. In circumstances where seeking prior approval is deemed impossible, the person must record the details of the payment and submit this information promptly to the Compliance Officer or relevant manager. Any payments made under these circumstances must be accurately recorded in MediCard’s books and records as a facilitation payment.

4.1. Gifts and hospitality
In order to avoid violations of the prohibition against corruption the offer or receipt of gifts, hospitality or expenses as part of regular business relations shall be done consistent with relevant anti-corruption laws. The giving or receipt of gifts and hospitality are only allowed within reasonable limits and when it is supported by a clear business reason. 

MediCard shall make no offer or receive any gifts, hospitality or expenses that are intended to affect the outcome of specific business transactions. The same applies to gifts and hospitality towards parties of which MediCard is in a tender process with. 

The legal leeway to provide gift or hospitality towards public officials is very limited. Any such gift or hospitality does therefore require a prior approval of Compliance Officer or relevant manager. 

Hospitality includes entertainment, meals, social events and similar. Travel and accommodation must always be paid by MediCard. 

4.2 Political contributions
MediCard shall not make direct or indirect contributions to political parties, organizations or individuals engaged in politics in order to obtain an advantage in respect of any contract, services or other transactions.

MediCard shall regularly assess its exposure to potential external and internal risks of corruption. In assessing the potential corruption risks of particular markets, MediCard seeks to obtain, as early as possible, an understanding of the local laws, regulations, conditions, business culture and the individuals and entities with which MediCard must interact with in connection with the business. 

At least once a year MediCard shall conduct a risk analysis to identify the external and internal risk of corruption. In conducting a risk assessment, MediCard considers the following external corruption risks: 

• Country risks (as evidenced by perceived high levels of corruption and an absence of effectively implemented anti-corruption legislation, among other factors) 
• Transaction risks (such as those associated with social investments, interactions with public officials or transactions relating to public procurement) 
• Business opportunity risks (such as those associated with projects involving intermediaries acting on MediCard’s behalf) 
• Business partnership risks (such as those associated with joint ventures and the use of intermediaries or others acting on MediCard’s behalf in transactions with public officials)
• MediCard also considers internal corruption, such as the risk of non-compliance with anti-corruption policies and procedures. 
• The above mentioned assessment shall be included in a report with a description of the identified risks, and with recommendations towards which mitigating actions that should be implemented.

MediCard will regularly monitor its compliance with the anti-corruption policy. The organization will frequently perform audits of both the implementation of and the compliance to the policies.

7.1. Introduction
MediCard does business with a range of third parties. Such parties are all individuals with whom or entities with which MediCard has entered or is considering entering into a business  relationship, and includes partners, suppliers, agents, consultants, lobbyists and other intermediaries. 

This policy not only prohibits direct corruption involving personnel within MediCard, but also indirect involvement by way of third parties committing corruption on MediCard’s behalf. MediCard’s zero tolerance approach to corruption shall be communicated to all business partners at the outset of the business relationship with them and as appropriate thereafter. 

7.2. Integrity due diligence
Prior to the engagement with a third party MediCard will conduct an integrity due diligence of the business partner in question. The purpose of the integrity due diligence is to ensure, to the extent possible, that MediCard retains only reputable business relationships with agents, representatives and other partners. 

The scope and range of the integrity due diligence will vary from case to case depending on the level of corruption risk connected to the business relationship in question. All agents, joint venture partners and other representatives shall normally fill in MediCard’s compliance questionnaire. Any issues raised during the integrity due diligence review must be addressed to the satisfaction of MediCard prior to entering the business relationship. 

In the event of MediCard considering engaging in a merger or acquisition process, there shall always be conducted a thorough due diligence of the integrity risks connected to the involved corporate entities, key personnel and beneficial owners/investors prior to the closing of the transaction. 

7.3. Contractual requirements
Any commercial contract which MediCard enters into with third parties shall include provisions where the third party undertakes not to do or permit anything that might put MediCard in breach of relevant anti-corruption laws, and also include termination and indemnity provisions which are triggered in the event of the counter party’s non-compliance with the said anti-corruption undertakings. 

MediCard shall in addition require its counterparties to operate in accordance with the principles set out in this policy and in full compliance with all applicable anti-corruption laws in order to prevent MediCard to be exposed to corruption risk. MediCard shall also reserve its right to audit its third parties in order to assess the compliance with anti-corruption laws and anti-corruption contract clauses.