1. Policy

CPS's Anti-Bribery and Anti-Corruption Policy emphasizes the company's dedication to upholding ethical standards in all its endeavors. The policy outlines our commitment to complying with international and local anti-bribery and anti-corruption laws across its global operations. It prohibits any form of bribery or corruption, whether involving public officials or private sector entities, directly or indirectly through third-party representatives. This includes actions like giving, offering, promising, or receiving anything of value with the intent to gain an improper business advantage for CPS. The policy applies to interactions with both public officials and employees of private sector organizations, although additional scrutiny is often required for interactions with public officials due to their specific regulations. Implementation of the policy is facilitated through regional and local business conduct manuals, associated policies and day-to-day guidance and training provided by the company's Legal Department. 

This policy extends to all individuals associated with CPS, including employees, officers, directors, and contractors. 

2. Definition

"Anti-Bribery and Anti-Corruption Laws" encompass a range of international and local regulations that collectively prohibit bribery and corruption. Examples include the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, along with various other local statutes. Compliance with these laws typically necessitates organizations to establish robust internal financial controls and maintain precise and comprehensive records. Breaching these regulations can result in criminal charges carrying fines and imprisonment penalties. Individual accountability may extend to those involved in planning, executing, or endorsing prohibited activities.

"Anything of Value" encompasses a broad range of items, such as cash, goods, services, including consulting arrangements, speaker fees, research agreements, travel, favors, donations, gifts, or any other item that provides a personal advantage.

3. Responsibilities and Consequences of Non-Compliance

All CPS Personnel are required to familiarize themselves with and adhere to this Policy. They are also obligated to promptly report any actual or suspected breaches to the management. Managers are responsible for ensuring that their direct reports understand and comply with both this Policy and Anti-Bribery and Anti-Corruption Laws.

Failure to comply with this Policy by any CPS Personnel may lead to disciplinary measures, including termination of employment, and potential legal consequences such as prosecution, fines, or imprisonment in accordance with relevant laws. Third-Party Representatives found to be in violation of this Policy may face termination of contracts and termination of business relations with CPS.

4. Prohibited Payments

CPS Personnel must refrain from offering, promising, giving, or receiving Anything of Value, whether directly or indirectly, if it is intended to gain an inappropriate business advantage for CPS. Even seemingly innocent transactions can create the perception of impropriety, leading to potential legal risks for both the individual and the company. Therefore, it is essential for CPS Personnel to openly seek guidance from their Legal and Business Conduct colleagues in accordance with this Policy.

5. Recordkeeping

CPS is required to ensure that all payments are accompanied by appropriate documentation, such as physical/digital receipts and invoices. In accordance with Anti-Bribery and Anti-Corruption Laws, including the record-keeping requirements outlined in the U.S. Foreign Corrupt Practices Act, detailed records, including supporting documentation, must be maintained to accurately and fairly represent all business activities and transactions. Furthermore, transaction records should demonstrate compliance with internal policies and professional accounting standards. Misrepresenting or omitting any transaction from CPS’s records is strictly prohibited.

6. Reporting Violations

If any CPS Personnel engages in or appears to be considering actions that raise suspicions of potentially violating this Policy, it is imperative to promptly report such actions or suspicions to CPS’s Management. CPS will safeguard individuals who report concerns from facing retaliation.

This Policy will be disseminated in written form to all employees and incorporated into periodic training sessions. CPS will conduct regular audits and monitoring activities to verify compliance with this Policy.