OUR MISSION: SAFE, RELIABLE, AND BUILT TO LAST
Powin, LLC’s (“Powin”) mission is to lead the sustainable transformation of the outdated electric grid through increased renewables penetration, non-wires alternatives, and power decentralization. Our safe and cost-effective energy storage solutions are revolutionizing the way energy is generated, transmitted, and distributed for utilities, IPPs, and energy consumers worldwide.
Since our founding in 1990 part of our heritage at Powin has been our commitment to conducting our business with honesty, integrity, trustworthiness, and accountability.
We have a responsibility to comply with all applicable laws in the countries where we do business. This includes anti-corruption laws such as the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act, and similar laws in other countries and territories.
This Policy Applies to Everyone at Powin
This policy applies to all Powin Employees, wherever located. All Powin Employees are responsible for compliance with this policy in their conduct on behalf of Powin.
Powin management is responsible for ensuring that employees under their supervision and authority comply with this policy.
Management has vested certain employees with compliance responsibilities. Compliance personnel will assist Powin Employees in understanding and complying with this policy and will take steps to maintain and implement an anti-corruption program, but the responsibility for compliance shall remain with Powin Employees.
Powin operations in specific countries may issue additional specific anti-corruption guidelines to conform to local laws or to address local circumstances. Any additional, country-specific guidelines must be consistent with this policy. No violation of federal, state, or foreign laws will be permitted or tolerated.
Our policy is straightforward: All employees, officers, the members of the Board of Directors (either of Powin or any of its subsidiaries or affiliates), and others who act on behalf of Powin (“Powin
Employees”) may not pay bribes or otherwise try to improperly influence anyone – in the government or in the private sector – even if such a payment is requested and called something other than a bribe. This is true whether an improper payment is made directly through a Powin employee or through a third party, such as an agent or representative, vendor, client, partner, or other service provider.
Oversight and Administration
The Audit Committee of the Board of Directors of Powin is responsible for oversight of this policy and
Powin’s anti-corruption program.
As General Counsel, Mike Wietecki oversees compliance with this Policy and Powin’s anti- corruption program. Under his direction, Pavlo Stavrou, Contracts Associate and Ethics & Compliance Coordinator, handles the day to day inquires and routine approvals as outlined in this Policy. Questions about this Policy and/or approval requests should be directed to Pavlo at 201-406-0392, or firstname.lastname@example.org. If approval from Mike is required, you may contact him at 503-612-3015 or email@example.com.
We Prohibit Bribery and Corruption in All Forms What Qualifies as Bribery and Corruption?
Bribery occurs when benefits (things of value) are provided directly or indirectly to individuals, including government officials, business partners, clients or prospective clients, for their personal benefit in order to influence their actions or decisions in their official or business capacity.
Bribery is sometimes obvious and is sometimes very subtle. Powin Employees are responsible for recognizing the red flags indicating possible bribery and corruption and responding to them in an appropriate manner as set forth in this policy.
Applicable laws prohibit bribery and corruption both of government officials and of private persons. Care should be taken by Powin Employees in dealing with government officials, as the consequences of public sector bribery to Powin and the individuals concerned can be harsh.
What Types of Benefits Can Constitute “Things of Value”?
“Things of Value” is a broad concept, and can include cash, cash equivalents (for example, gift cards), meals, entertainment, travel, gifts, employment, contracts, in-kind services such as performing repair work on someone’s home, or any similar types of goods or services that have tangible economic value.
Powin strictly prohibits bribery and corruption of any kind in connection with Powin’s business. Powin Employees who are found to engage in bribery or corruption will face disciplinary action, up to and including termination, may face monetary penalties, and may be criminally prosecuted.
Who Are Government Officials?
Government officials are broadly defined by anti-corruption laws. They may include:
- Heads of state, ministers, and other political appointees;
- Civil servants;
- Other full or part-time employees of government;
- Private citizens acting in an official capacity;
- Security personnel (military, police, intelligence);
- Judges and legislators;
- Officers and employees of state-owned or controlled enterprises (for example, a state-owned petroleum company or airline); and
- Employees of other public institutions, including universities, laboratories, hospitals, and the like.
The fact that a particular country does not treat an individual as a government official under the local law does not mean that the individual will not be treated as a government official under another applicable law. Compliance personnel are available to provide further guidance in cases of doubt.
Powin recognizes that providing gifts, entertainment, and hosting sponsorship or travel benefits is a legitimate part of doing business in many countries. However, it is your responsibility to follow this policy as certain activities may be considered to be corrupt benefits in some circumstances. The Gifts and Entertainment Powin Employees provide to Public Officials (including any member of their families), commercial clients, business partners and other third parties must always meet five criteria (Gift and Entertainment Criteria, also “G&E Criteria”). To avoid even the appearance of impropriety and to preserve the integrity of our business practices, any Gifts or Entertainment that a Powin Employee accepts from a third party must also meet the five G&E Criteria.
The G&E Criteria – the five G&E Criteria are that any Gift or Entertainment must be:
- For a proper purpose, and not intended to secure an improper advantage or otherwise inappropriately influence the recipient;
- Permitted by law;
- Permitted by our policies;
- Permitted by the recipient’s policies; AND
- Reasonable in value and appropriate under the circumstances. Applying the G&E Criteria
There are a number of factors to consider when applying the five G&E Criteria to a proposed Gift or Entertainment that you may want to provide or receive. For example:
- There is a current or potential sales pitch, tender or bid process, or active opportunity with the
- The recipient is a decision-maker or influencer at his or her organization regarding a current or potential sales pitch, tender or bid process, or active opportunity.
- The Gift or Entertainment has the potential to create a reputational concern, or a negative
impression for Powin or its employees (e.g., Entertainment at gentlemen’s clubs or in gambling venues is not considered appropriate).
- A Gift or Entertainment provided to a spouse, family member or guest is generally considered inappropriate.
In the above situations you MUST consult with Legal to determine whether a proposed Gift or Entertainment meets the five G&E Criteria.
Gifts & Entertainment to Public Officials
Providing a Gift or Entertainment to a Public Official is permissible if (1) the Gift or Entertainment meets the five G&E Criteria AND (2) the gift is approved under this policy. Employees seeking to provide a Gift or Entertainment to a Public Official, regardless of value, must get approval from Legal or Compliance prior to providing the Gift or Entertainment.
Gifts & Entertainment to Other Third Parties
Providing a Gift or Entertainment to individuals who are not Public Officials, such as commercial clients, business partners and suppliers, is permissible if the Gift or Entertainment meets the five G&E Criteria. No additional approvals are required under this policy.
Accepting Gifts & Entertainment as a Powin Employee
Receiving Gifts and Entertainment from third parties as a Powin employee does not require approval under this policy. Any Gift or Entertainment received, however, must meet the five G&E Criteria. You may not receive anything of value, directly or indirectly, if it might cause a conflict between personal interests and professional duties or create the appearance of such a conflict. Gifts and Entertainment accepted from those doing or seeking to do business with Powin should be limited. You may only accept Gifts and Entertainment when they are offered in good faith, designed for a bona fide and legitimate business purpose, are reasonable and proportionate in amount, and not intended to induce or reward you to act improperly. As an additional requirement, when there is a pending selection or procurement decision, you should consult with Legal before accepting any Gift or Entertainment from that third party.
Personal Gifts & Entertainment
A personal gift is a Gift or Entertainment to a personal acquaintance provided (1) at the Gift-giver’s own expense, (2) with no business purpose, (3) with no expectation of any business benefit, and (3) wholly outside the business relationship. Employees may provide personal Gifts or Entertainment to Public Officials or employees at commercial clients, business partners or other third parties if the Gift or Entertainment meets the five G&E Criteria. If the Gift or Entertainment is to a Public Official (who is not a family member) and exceeds US$250, you must seek approval of Legal or Compliance.
We Do Not Allow Facilitating Payments What Are Facilitating Payments?
“Facilitating payments” is a term that is used around the world in very different ways. In some countries, a facilitating payment is a euphemism for a bribe. In others, such as under the U.S. FCPA, it is a narrowly defined term that refers to certain small expediting, or “grease,” payments that, while not illegal, must be properly controlled and recorded on a company’s books.
Facilitating payments are illegal under the laws of most countries around the world. In keeping with its policy of compliance with all applicable laws, Powin does not permit facilitating payments. If you receive a request for a facilitating payment, you should decline to make it. It is not permissible to make such payments in the course of your work for Powin even if you bear the cost of such payments personally and do not seek reimbursement. All requests for facilitating payments should be reported to the Ethics & Compliance Officer.
Powin Resources Cannot Be Used for Political Contributions and Activities
It is not permitted to use Powin funds, property, or other resources to make any contribution or provide a thing of value to any political candidate, political party, or party official. Powin will not reimburse anyone for any personal contribution made for political purposes. Everyone is welcome to participate in political activities on their own time and at their own expense, as long as it does not interfere with performance of duties with Powin and is not in Powin’s name. In addition to being prohibited by Powin policy, such payments can raise anti-corruption issues.
Charitable Contributions and Event Sponsorships Require Special Consideration
Powin is committed to serving the communities in which it does business. To that end, Powin Employees may sponsor events or make contributions to charities for educational, social or other legitimate business purposes. Anti-corruption laws do not prohibit legitimate donations and sponsorships. But we have an obligation to ensure that funds that we commit for such purposes are used for the intended purpose and not diverted and are given to proper recipients and for proper purposes. Contributions and event sponsorships to known charitable organizations for legitimate business purposes that are modest in amount and raise no special concerns may be made under this Policy without advance approval.
Examples of appropriate contributions include: a donation to the Girl Scouts to assist with a career- training fair for troops and donating to the Red Cross to assist with disaster relief.
Contributions and event sponsorships that raise special concerns require advance approval of the General Counsel.
What do we mean by “special concerns?
Some examples are:
- The charitable organization or event is believed to be closely linked to a government official or a close family member or business associate of a government official.
- The donation or sponsorship is requested by a government official.
- The charitable organization or event organizer is not transparent regarding its usage of funds.
- The entity requesting the funds is not an established, known organization.
- The charitable organization or event organizer requests that the contribution be made in cash.
- Any other facts or circumstances that raise questions in your mind about whether the contribution will be used appropriately.
What is “modest” in amount?
Powin Employees are expected to use good judgment in this regard, but contributions below $1,000 will generally be considered modest. In considering whether a contribution or sponsorship is modest in amount, the frequency of the contribution and related contributions will be taken into account. Powin Employees should not subdivide a contribution into smaller amounts in order to have a contribution amount appear modest.
We Must Keep Accurate Books and Records
We are known for honesty and trustworthiness in all areas of our business. Powin is required by law to keep complete and accurate books, records, and accounts. Expenditures must be fully and accurately described in all business documentation, not only as to the amount of the expenditure but also as to its nature or purpose. You should never create any record that is false or misleading, nor accept from any vendor, client or other third party a record that does not meet our requirements. All business information including business and financial transactions must be reported in a timely and accurate manner. Financial information must reflect actual transactions and conform to generally accepted accounting principles. It is not permitted for anyone to establish undisclosed or unrecorded funds or assets.
Solicitation and Extortion Must Be Reported
In the event that a Government Official or another person (for example, a prospective client) solicits an improper payment from you, it is not an excuse to violate this policy. Powin Employees should refuse such solicitation or request, and immediately report any solicitation or extortion to the General Counsel or the Ethics & Compliance Officer.
Guidance note: Solicitations should be refused politely but clearly. You do not want your response to create the impression that you have agreed. Remind the requester that Powin has strict policies and that you will lose your job if you engage in conduct that violates those policies.
We Require the Same Behaviors from Our Business Partners
Powin policy prohibits bribery and corruption whether it is direct or indirect. In some countries, it is commonplace to hire well-connected business agents or “finders” to help identify and solicit new business, to make introductions, or to lobby Government Officials. This can become a conduit for bribes.
We expect that our agents, consultants, joint venture partners, or any other third party acting on our behalf (“Business Partners”) perform legitimate services and adhere to the standards of ethical and professional conduct as described in this Policy.
What are Red Flags Regarding Business Partners?
Warning signs (“red flags”) are any facts or circumstances – a pattern, practice, or specific event – that indicates the possibility of corruption. There are many examples of red flags, and the following list does not include all red flags that you may encounter.
- A new Business Partner is recommended by a Government Official.
- A Government Official or someone close to a Government Official has a business interest in a Business Partner.
- The Business Partner does not have experience performing the work it has been hired to do, or it is being hired solely because of its influence over a Government Official.
- The Business Partner makes suspicious statements (e.g., “don’t ask questions, I’ll take care of everything”), has a non-transparent structure, or insists on secrecy in its dealings with you.
- The Business Partner’s commission or profit margin is high compared to industry standards or
the type of work it will provide.
- The Business Partner wants to be paid “under the table” or to an offshore account.
- The Business Partner refuses to sign a contract with anticorruption safeguards.
- The Business Partner submits false invoices or refuses to provide documentation supporting invoices or claimed expenditures.
If you become aware of a red flag, please contact the Ethics & Compliance Officer for guidance.
We Can Be Held Responsible for Conduct of our Business Partners:
Powin can be legally responsible for the conduct of a Business Partner when it occurs in the course of their work for Powin.
No Business Partner should be asked to perform services for Powin without proper due diligence and without an agreement containing necessary anti-corruption safeguards.
Commercial and financial due diligence is not enough. Due diligence should consider the reputation and integrity of a proposed Business Partner, as well as the extent of their internal controls to prevent improper conduct.
Ostriches are known for burying their heads in the sand when danger approaches. That’s fine for birds, but it is not acceptable behavior for Powin Employees. Deliberately ignoring signs of corruption – acting like an ostrich, with your eyes closed – can have the same consequences as if you had positive knowledge of improper conduct.
Red flags (see above), once identified, should be reported to the Ethics & Compliance Officer who will assess the risk and determine whether appropriate safeguards can be implemented to reduce those risks to an acceptable level.
Our Responsibilities if We Work with Business Partners:
Because of the potential liabilities associated with using Business Partners, a number of steps are required to protect Powin:
- Due diligence should be documented and retained in the file maintained for our Business Partner, a copy of which will be maintained by the General Counsel’s office. Due diligence should be updated periodically.
- Business Partners should not be asked to provide services without a contract. Contracts help demonstrate the legitimate reasons why a Business Partner is being hired and the services s/he (or the entity being hired) is performing. Contracts also typically contain provisions to help protect Powin. They are therefore important. Consult with our Legal Department regarding what contracts are necessary before establishing a Business Partner.
- Employees should also ensure that any compensation paid to a Business Partner represents appropriate value for the legitimate goods or services provided. Payments to Business Partners should not be made in cash, to someone other than the contract counterparty, or to a place that has no connection with where the Business Partner is based or the contract activities take place, such as a tax haven or offshore location.
Some examples of improper “head in the sand” behavior:
- “I don’t want to know how you get that government approval, just get it, and get it quickly.”
- “I’m not going to ask you any questions because I don’t want to know the answers.”
- “I know this is a country with a lot of corruption, so I won’t ask our real estate broker how he
manages with the local authorities.”
Our responsibilities do not stop once a Business Partner has a contract. We must constantly oversee the activities of our Business Partners. Any red flags or other concerns about the propriety of a Business Partner’s conduct that arise during the course of a relationship with a Business Partner should be reported to the Ethics & Compliance Officer so that risks can be considered, and appropriate safeguards developed. Some examples of concerns that could arise with a Business Partner’s conduct:
- The Business Partner asks for additional compensation when there is no legitimate need for it;
- You hear that a Government Official, or a close relative or business partner of a Government Official, has acquired an interest in the Business Partner; or
- You hear rumors that the Business Partner is under investigation for money laundering or some other criminal activity.
Powin may conduct training of Business Partners, audits, or seek certifications of compliance in appropriate cases.
Powin encourages its Employees to share this Anti-Corruption Policy with its Business Partners so they are aware of its commitment to lawful and ethical business practices.
We Do Not Assist Clients with Improper Conduct
Powin Employees working for a client should not allow themselves to be drawn into any improper payments or other improper conduct. Employees confronted with any situation that raises these types of concerns should discuss them as soon as possible with their supervisor or seek the guidance of Legal and Compliance personnel. Do not try to solve these types of problems on your own.
Reporting and Non-Retaliation
Any Powin Employees who become aware, or suspect, that this Policy may have been violated shall immediately notify the General Counsel or the Ethics & Compliance Officer.
The identity of any person reporting a suspected violation or violation will remain confidential, except to the extent necessary for the protection of Powin’s interests or as required by applicable law.
Employees who violate this Policy are subject to disciplinary action, up to and including dismissal and also may be subject to individual criminal and/or civil prosecution in relevant jurisdictions. Business Partners who violate this Policy are subject to termination of all commercial relationships with Powin.
Powin will not tolerate retaliation against anyone who makes a report in good faith. Anyone who experiences what they believe to be any form of retaliation should report this concern as soon as possible to the General Counsel or the Ethics & Compliance Officer.
Every one of us has a responsibility to ensure we uphold our high standards of behavior and integrity. Protecting our brand and reputation means we all have to make the right choices. I am counting on each one of you to promote and protect our brand by knowing, understanding and following the Powin Anti- Corruption Policy. At the core of Powin principles are transparency and communication and they are now a standard we will live by.
~Geoff Brown, Powin President