Message from Pierre Balmer, CMN Chief Executive Officer
CMN is committed to the fight against corruption and meets the strictest compliance standards.
In accordance with Article 17 of Act No. 2016-1691 of 9 December 2016 regarding transparency, the fight against corruption, and the modernisation of economic life, also known as the “Sapin II Act”, CMN rejects corruption and influence peddling in all their forms, which are unacceptable and incompatible with its values and harmful to its reputation, its good name, and its image.
Sharing these values and complying with these policy principles is the responsibility of all CMN managers.
The CMN legal department is at your disposal for any questions regarding the implementation of this Anti-Corruption Code of Conduct, a part of the Internal Rules, particularly to help you make delicate decisions in the performance of your duties.
I am counting on each and every one of you to apply this Anti-Corruption Code of Conduct in the context of your activities with CMN.
Pierre Balmer, CMN Chief Executive Officer
Article 1 – Scope of the Anti-Corruption Code of Conduct
This Code applies to all CMN subsidiaries within the meaning of Article L. 233-1 of the Code of Commerce, to companies controlled by CMN within the meaning of Article L. 233-3 of the Code of Code of Commerce, and to all of their employees.
With regard to companies and structures not controlled by CMN, the representatives of CMN or of one of the affiliates within those companies or structures will strive to promote this Anti-Corruption Code of Conduct with them.
It is the responsibility of each person at CMN to fight against corruption by conducting all of their activities in accordance with the Anti-Corruption Code of Conduct. This is the responsibility of all CMN employees, but also, to the extent possible, of any person working on behalf of CMN (such as agents, representatives, lobbyists, business partners, consultants, freight agents, service providers, suppliers, and partners within joint ventures and consortiums, both for operated and non-operated assets).
The CMN policy is to conduct one’s activities honestly and ethically. CMN has a zero-tolerance policy toward corruption, whether active or passive, and toward influence peddling, and is committed to acting professionally, fairly, and honestly in all of its business relations.
Article 2 – Definitions
Corruption may be active or passive. Active corruption is defined as promising, offering, or granting a prohibited payment or benefit to a Public Official or private person or company, directly or indirectly, so that they will perform an action, or delay or refrain from performing an action falling under their duties. Passive corruption consists of receiving, accepting, or soliciting a benefit meeting these same conditions. The crime of corruption is provided for in Articles 433-1 and 433-2 of the Criminal Code.
In concrete terms, corruption can manifest itself in different ways. Bribes are the most well-known form: they consist of offering compensation in exchange for a favourable decision.
The following examples illustrate other situations in which an employee may be facing an act of corruption:
• Active corruption: inviting the decision-making person within the client’s organisation to a sport or cultural event in order to obtain a favourable decision or compensation.
• Passive corruption: Accepting a gift offered by a vendor as thanks for a favourable intervention on the occasion of an order.
Influence peddling is defined as the act, by a person in a position of public authority, tasked with a public service assignment, or chosen by the electorate to represent the public interest, to solicit or accept, directly or indirectly, offers, promises, donations, gifts, or any benefits either to perform or refrain from performing an act falling under their duties, either to abuse their actual or supposed influence in order to obtain from an authority or public administration: distinctions, jobs, procurement contracts, or any other favourable decision. The crime of influence peddling is provided for in Article 432-11 of the Criminal Code.
Influence peddling may manifest itself, for example, through the commitment of a Public Official in the context of a bidding process in order to help CMN obtain a favourable administrative decision thanks to the influence exerted by the interested party on the decision-making person within the administration concerned.
Corruption and influence peddling are prohibited under the Sapin II Act and may result in civil or criminal sanctions against individuals and CMN. Additional sanctions, such as the loss of civil rights, a prohibition against bidding on public procurement projects, and the restitution of monies wrongfully received, may be applied both to employees and to CMN.
CMN’s commitment requires each employee to adopt exemplary behaviour and comply with the principles described in this Anti-Corruption Code of Conduct, and apply these principles in the conduct of their everyday activities. Employees should always ask themselves if:
• Their actions are in compliance with applicable laws and with the Anti-Corruption Code of Conduct and CMN policies and rules; and
• They would feel comfortable if their actions were disclosed to their colleagues, their family, or to the media.
In the course of a commercial relationship or the negotiation of a contract, some red flags indicating a risk of corruption may come up, such as:
• Compensation that does not correspond to the services provided;
• The sending of an invoice to a service provider without a description of the services provided;
• A partner that refuses to reveal their full shareholdership structure;
• A service rendered in one country, with an invoice sent to another country not connected to the first, and an invoice currency that is different from the currencies of the previous countries.
1. In the context of public procurement contracts, the representative of the contracting authority, in a position of public authority, proposes providing you with:
a. Documents (plans, drawings, archives) to which the other competitors do not have access;
b. Information regarding the expected bid price;
c. Information regarding the bids of the other competitors
How do you respond?
You must systematically refuse such suggestions and immediately report them to your direct supervisor and to the legal department.
Such suggestions represent the granting of an unwarranted advantage and a violation of the freedom of access and equality of candidates in public procurement contracts, and constitute the crime of favouritism, repressed in Article 432-14 of the Criminal Code and punishable by two years’ imprisonment and a 30,000 euro fine.
2. A supplier, a client, an employee, or any other person offers you compensation:
a. So that you select them as a supplier;
b. So that you supply them with information on the call for tenders concerned by their consultation;
c. So that you supply them with information about the bid of a competing supplier;
d. So that you supply them with sensitive confidential defence information or intellectual property of CMN or another company.
How do you respond?
You must systematically refuse such requests and immediately report them to your direct supervisor and to the legal department.
Article 3 – Positions dedicated to anti-corruption compliance
CMN managers are responsible, with the assistance of the legal department, for making sure that the activities of their field of expertise are conducted in accordance with the Anti-Corruption Code of Conduct. They must encourage a culture of integrity and responsibility, particularly by assisting employees who have questions or concerns about the subject, by making sure that their teams are trained and by distributing and promoting CMN standards with their stakeholders.
Article 4 – Interactions with Public Officials
Business relations with a former or current Public Official, a Close Family Member of a Public Official, or a governmental or public entity require particular vigilance.
The definition of “Public Official” includes the following persons in particular: (a) Civil servants, employees, and representatives of governments or government agencies; (b) Civil servants of companies or entities controlled by the State or owned by the State; (c) Consultants and employees of non-governmental organisations to the extent that they are appointed for the government or have a decision-making authority for any question affecting CMN projects or transactions, directly or indirectly; (d) Candidates for a governmental position; (e) Directors and members of political parties; (f) members of royal families; (g) Members of international organisations (such as the United Nations, the World Bank, etc.) and their consultants; (h) Civil servants or employees of companies or entities controlled by the State or owned by the State; and (i) Persons in the service of a government, including members of the army, the police, or civil service.
The definition of “Close Family Member of a Public Official” includes their spouse or partner, their children, brothers and sisters or parents, the spouse or partner of one of their children, their brothers or sisters in law, or any other member of their close family circle.
You may be in violation of an anti-corruption act by making a payment to a private third party when you know or reasonably should know that they have the intention to pay all or part of that payment to a Public Official or to a Close Family Member of a Public Official.
Article 5 – Facilitation Payments
As part of its fight against corruption and influence peddling, CMN is opposed to any compensation of a third party that does not correspond to an actual service, the amount of which is not duly justified, or which is not recorded in its accounts.
Facilitation payments are small, unofficial, unwarranted payments, as opposed to legitimate, official duties and taxes, modest sums paid, directly or indirectly, to facilitate or accelerate certain administrative formalities, such as permit requests or customs clearance to which the payer is legally entitled (in accordance with a contract, professional rules, or the law)
In practice, for example,
– A customs agent advises me to pay him a sum of money in cash to accelerate a customs inspection.
– A Public Official advises me to pay him a sum of money in cash to accelerate the issuance of a building permit.
How should I respond?
Refuse their suggestion and alert your direct supervisor or the legal department.
Article 6 – Lobbying
Lobbying can be defined as operations and interventions aimed at influencing laws, regulations, the establishment of standards, or decisions, to favour the interests, generally economic, of an organisation, a company, or a person.
Any lobbying activities by employees must comply with the laws in force and be duly reported to their direct supervisor.
CMN employees must be careful, in the context of lobbying activities, not to create a conflict of interest.
Unless authorised by their direct supervisor and the legal department, CMN employees must not enter into relations with Public Officials or their representatives or political parties regarding local or international regulations.
In practice, the use of CMN resources or the granting of donations or financial contributions to support, in any manner whatsoever, directly or indirectly, political activities or parties, candidates, or political offices at the local, national, or international level is prohibited. The participation in political activities must be in your name only and outside of working hours. You should never use CMN facilities or equipment for political activities or use the CMN image to support political opinions. Any participation by CMN employees in political activities that may prevent them from fulfilling their duties or create confusion between their personal political positions and those of CMN must be reported to their direct supervisor or to the legal department.
All payments made to a Public Official in order to, for example, (a) Obtain a contract in the context of a call for tenders or an extension of the term of an existing contract, (b) Obtain an exclusivity contract, tax exemptions, or (c) Convince a customs agent to grant a permit or to drop legal proceedings, constitute acts of corruption and are prohibited.
When travelling to trade shows, conferences, seminars, or other public event promoting naval or military construction, sales representatives and company representatives should not offer gifts, donations, financial contributions or political support or any other benefit, in order to influence the decision-making of any person or entity.
Article 7 – Conflicts of Interest
A conflict of interest is a situation in which the interests of a CMN employee, one of his friends or relatives, business partners, or organisations in which they hold a position (voluntary or compensated) are or may be in conflict with those of CMN, therefore result in the risk of a disputable decision. This employee may run a business or have a direct or indirect financial, commercial, or personal interest, that may influence or give the impression of interfering with the interests of CMN. Personal interest may therefore affect their judgement.
Any situation in which your personal interests or those of your friends or relatives are or appear to be in conflict with those of CMN must be avoided.
• Familiarise yourself with the concept of conflicts of interest;
• Remain attentive to any conflict of interest;
• Avoid any conflict of interest, for example by not seeking, directly or indirectly, to maintain a business relationship, hold an interest or invest in a client entity, supplier, or competitor of CMN if that situation risks influencing the employee in the exercise of their duties, and not have any professional activities other than that assigned by CMN if there is a conflict between the two activities.
• Ask for advice to find out how to handle such a situation;
• Immediately inform your direct supervisor or the legal department of such conflicts of interest or risks of conflicts of interest. For example, when taking a position as a board member in a competing company, partner, or client of CMN, informing your direct or the legal department beforehand.
Examples of situations that may generate a conflict of interest include:
• Holding an interest in a third-party company, which is a client, competitor, or supplier of CMN or which is seeking to become one, when such links may influence the decision-making process;
• Using confidential information for personal purposes;
• Having family links with another CMN employee or a company connected to CMN when such links may influence the decision-making process;
• Having a friend that is a service provider who has responded to a call for tenders and being involved in the selection process;
• Being a member of an association and being involved with CMN in a decision-making process regarding allocations, donations, or subsidies that the association could profit from.
My spouse works with a subcontractor/supplier with whom CMN is considering working. To what extent may I intervene on behalf of the company, without it being qualified as a conflict of interest?
You must immediately report to your direct supervisor and the legal department that your spouse works for that subcontractor because the situation may be similar to a conflict of interest.
CMN fights against conflicts of interest. Neither you nor any member of your close family, including your spouse, should therefore have an interest in or relationship with a supplier, client, or competitor of CMN. Such a relationship may affect the objectivity and impartiality of your judgement. You must avoid any activities or situation that may give the appearance of a conflict of interest.
Article 8 – Gifts and Invitations
Gifts are benefits of any kind, given or received without paying for the actual value of the good or service, given to a client or received from a third party (supplier, partner, subcontractor), directly or indirectly. In particular, they include invitations, mainly meals, drinks, lodging, transportation, admission tickets for shows, concerts, or sports events, training costs, club membership dues.
Without strictly prohibiting the principle of gifts and invitations, particularly aimed at promoting good relations, the traditional gestures of hospitality or aimed at promoting the image of CMN, it is to be recalled that they must be strictly reasonable and measured. They must not influence the decision or alter the independence in the execution of the service rendered.
Offering, directly or indirectly, sums of money or valuable objects constitutes an act of corruption and is prohibited, if the intention is to lead the recipient to act in violation of applicable laws or in violation of their duty of loyalty to their employer, or if it is a matter of compensating the abnormal behaviour of the recipient, or if one may think that their acceptance by the recipient in itself constitutes abnormal behaviour.
Gifts, given or received, must respect the following principles:
• Being of a reasonable or even modest amount, appropriate to the circumstance and proportionate, and in all cases not exceeding a total of €150 per year for gifts and invitations from the same person;
• Not being recurrent;
• Responding to a legitimate commercial reason (for example, enabling the signing of a contract or marking the state of progress on a contract);
• Having been the subject of a prior written approval from the legal department;
• Being given in good faith;
• Being made in full transparency with regard to the direct supervisor;
• Being recorded;
• Not influencing decisions made, nor giving the impression that they influenced their recipient;
• Never being in cash or cash equivalents (vouchers, special discounts) and
• Never coming from potential suppliers that could make CMN indebted, especially during critical decision-making periods, calls for tenders, or the allocation or negotiation of contracts.
It is important in all cases to retain a written record of the gift and of the supporting documentation (invoices and receipts) and thus make it possible to document that it was not given in the aim of inappropriately influencing a decision.
It is permitted to receive or give promotional objects of a symbolic or minimal value, for example, products bearing the supplier or service provider’s logo. Likewise, CMN employees may accept an invitation to an occasional cultural or sports event (within a limit of four times per year) as long as this invitation is in the presence of the client or supplier and its value is reasonable. However, it is prohibited to accept or consent to gifts or invitations to or through French and/or foreign Public Officials, regardless of the significance, particularly in the context of consultation proceedings regarding the allocation of public procurement contracts.
In order to guide you in your decision to give or receive a gift, invitation, or other benefit, ask yourself:
• If it could be considered as having a legitimate purpose?
• If it complies with applicable law and regulations?
• If it complies with the Anti-Corruption Code of Conduct and the interest of CMN?
• If it lacks any personal interest?
• Am I certain of the attitude to take?
• Would I be embarrassed if my decision was communicated to my manager or to my friends and family?
If the answer is yes, you must inform the legal department and have them validate the decision, and they will examine the particular context in which the gift is given. In case of doubt, don’t hesitate to seek advice from the legal department.
Three concrete examples:
Question 1: During a project with a client from the private sector I am invited by the client to have lunch. Is that permitted?
Answer 1: Yes, as long as the value of the invitation is appropriate and reasonable.
Question 2: A supplier invites me and my spouse to a weekend abroad to a sports competition, for which he pays the expenses and which he will not attend, may I accept?
Answer 2: No, it is not compliant with the Anti-Corruption Code of Conduct to accept such a personal invitation, especially without the presence of the client or supplier. You must politely decline the proposal and report your situation to your direct supervisor and the legal department.
Question 3: You would like to invite to lunch a Public Official in charge of the issuance of building permits. Is that acceptable?
Answer 3: No. You may never invite or offer a gift or anything else of value (entertainment, meals, services, travel expenses, charitable donation), directly or indirectly, to a Public Official. The amount of the invitation is irrelevant. Whether the invitation is to McDonald’s or to a Michelin-starred restaurant, it is not permitted, because the gesture could be interpreted as an attempted corruption of a Public Official, intended to facilitate the issuance of a building permit in favour of CMN.
Article 9 – Patronage/Donations and Sponsorships
Donations are benefits in the form of cash and/or in-kind contributions for a charitable or social purpose to an organisation association, community, or other entity.
Through patronage or sponsorships, CMN provides its financial or material support to a work, a social, cultural, or sports action, in order to communicate and promote the values of CMN and/or communicate about its brand and its image.
Patronage and sponsorship operations may be organised only if CMN does not receive in return, or is not perceived as receiving a tangible counterparty other than the promotion of the image of CMN. Likewise, such operations should not be used with the intention of corrupting in order to make it possible to unduly influence public or private decisions that would give an advantage to CMN. They must be recorded in a specific register, be recorded in the accounts, and reflect the operations conducted in a faithful, accurate manner.
Lastly, donations, patronage, and sponsorship must be engaged to the benefit of events or projects consistent with the values of CMN. They must be compliant with applicable laws, with the principles and rules of the Anti-Corruption Code of Conduct as well as with the marketing, corporate responsibility and recruiting policies of CMN based on the subjects concerned. Thus, patronage and sponsorships are subject to a rigorous examination before validation, through a prior enquiry on the recipient entity and on the owners, administrators, or directors as well as the purpose of the recipient entity, in order to ensure that CMN grants its contributions transparently and for legitimate purposes. They are made after consulting the legal department beforehand. Authorised donations, patronage, and sponsorships are the subject of a contract including an anti-corruption clause signed with the recipient.
Donations, patronage or sponsorships must, for example, be avoided if requested (a) by a Public Official who is planning a commercial transaction with CMN in the near future or if a call for tenders procedure is being considered or under way with that Public Official, (b) by an employee of an entity with which CMN is in business relations, (c) in the form of a sum of money with a request that the funds be paid into a personal and/or offshore account, or (d) if political, ethical, or other questions have been raised regarding the planned recipient.
Article 10 – Training and Awareness Regarding Compliance
Training and awareness actions, online and classroom-based, are regularly offered to CMN staff in order to ensure that the Anti-Corruption Code of Conduct is understood and applied at all levels at CMN. Mandatory training is provided to staff who are particularly exposed to risks of corruption.
Article 11 – Accounting and Accounting Entries
CMN and all of its affiliates and controlled entities must maintain an internal oversight system and keep faithful, detailed accounts and books in order to ensure that the funds and other assets are used for commercial purposes in good faith and in compliance with the policies and procedures of CMN. The books and accounts must be maintained with sufficient details to accurately and faithfully represent the transactions and asset disposals, regardless of their amount.
All transactions, including travel, gifts, entertainment, invitations, social contributions and patronage, must be duly authorised and recorded, completely and accurately, in the books and accounts of CMN and its affiliates and controlled entities. No un-recorded fund may be established or maintained for any use whatsoever. The books and accounts must not be falsified and must accurately reflect the amount and nature of each transaction. Compliance with these rules is verified regularly and is subject to the CMN internal oversight procedures.
Article 12 – Monitoring and Compliance Reviews
CMN regularly audits the implementation of the Anti-Corruption Code of Conduct throughout its organisation. To this end, CMN conducts periodic compliance reviews based on the risks identified in the risk mapping in order to evaluate the effective implementation of the Anti-Corruption Code of Conduct.
Article 13 – Alert line
CMN encourages free expression: employees may share any concerns or questions regarding a potential violation of the law, the CMN internal rules, or the CMN Anti-Corruption Code of Conduct. Directors have a special responsibility to create a climate that encourages employees to openly express themselves and to report any actual or apparent violation of the laws, regulations, ethical principles, and the principles of this Code to:
– Their direct supervisor, or
– The manager of their department, or
– The Human Resources department, or
– The legal department.
Employees can also report potential violations by email using the following address: firstname.lastname@example.org.
CMN will make sure that no reprisals are taken against whistleblowers, who have made reports in good faith, and agrees to protect their confidentiality and personal information.
Article 14 – Sanctions
In line with the CMN zero tolerance policy, any CMN employee for whom it has been proven, after examining all relevant facts, that they have violated this Anti-Corruption Code of Conduct, shall be subject to disciplinary sanctions (up to and including termination) in accordance with Section II of the internal rules in effect at CMN.
A CMN employee may also risk civil or criminal sanctions, particularly imprisonment, in accordance with applicable laws and regulations, if it is proven that they have committed an act of corruption or influence peddling. Complicity, or knowingly ignoring the acts of corruption committed by a third party, may result in similar sanctions.