This International Trade Compliance Policy (“Policy”) encompasses the commitment expressed in RI Technologies Ltd’s (here-after referred to as “RI”) Code of Conduct to comply fully with all applicable laws and regulations that regulate international trade. For purposes of this Policy, the term “RI” means RI Technologies Ltd and its affiliates and subsidiaries.
International trade laws govern the cross-border flow of commodities and services, as well as international business transactions. The purpose of this Policy is to ensure our compliance with these international trade laws when we are subject to them. Failure to comply with international trade laws can limit RI’s ability to import and export and can potentially expose RI to administrative, civil, and criminal penalties. RI retains the right to discipline (up to and including termination of employment), or end working relationships with, those that do not comply.
This Policy applies to employees, independent contractors, and consultants of RI, each of whom is expected to comply with this Policy to the extent applicable and with all applicable legal and regulatory requirements.
Pursuant to this Policy, RI may create requirements or procedures that further detail specific compliance obligations. All employees must familiarize themselves with any international trade compliance requirements or procedures that apply to their job functions and participate in any required international trade compliance training.
3.0 Area of Compliance
This Policy reflects RI’s commitment to compliance in four specific areas: Customs and Import Controls; Export Controls; Economic Sanctions and the Foreign Corrupt Practices Act. RI is fully committed to developing, maintaining and complying with requirements and procedures focused on each of these areas of international trade law.
A. Customs and Import Controls
It is RI’s policy to comply with all applicable customs and import controls laws of the countries into which it imports, Customs and import controls laws govern most aspects of importing goods into a country including the ability to enter goods and the process for doing so, the classification of goods, the marking of goods with the correct country of origin, the timely submission and retention of required documents and the payment of applicable duties, taxes, and fees.
B. Export Controls
It is RI’s policy to comply with all applicable laws of the countries from which it exports that govern the exportation, re-exportation, and transfer of goods, services, and information. Such laws include export controls laws under the Export Administration Regulations, as administered by the U.S. Department of Commerce’s Bureau of Industry and Security, the Foreign Trade Regulations, and the International Traffic in Arms Regulations, as administered by the U.S. Department of State’s Directorate of Defence Trade Controls. Export controls laws impact the shipment or transfer of U.S.-origin commodities, equipment, parts, or technology to foreign countries.
C. Economic Sanctions
It is RI’s policy to comply with all U.S. and foreign country economic sanctions laws applicable to it. The United States maintains economic sanctions of varying degrees against certain countries, persons, and entities, based on U.S. foreign policy and national security concerns. These measures include sanctions against individuals and entities associated with international terrorism, drug trafficking, or proliferation of weapons of mass destruction. Economic sanctions laws prohibit various business dealings, including imports, exports, investments, or other transactions, with target countries, organizations, or persons. RI is committed to screening all parties involved in its transactions against lists of companies, entities and individuals subject to trade restrictions, including, but not limited to, the U.S. Specially Designated Nationals and Blocked Persons List. RI will not engage in prohibited business with sanctioned countries, governments or parties.
D. The Foreign Corrupt Practices Act (FCPA)
It is RI’s policy to comply with all applicable laws of the FCPA. The U.S. Securities and Exchange Commission and the Department of Justice jointly enforce the FCPA. Employees, independent contractors, and consultants of RI are not allowed to influence a foreign official with any personal payments or rewards to assist in obtaining or retaining business. This includes a bribe, kickback, offer, promise, gift, favour, loan, donation, or anything of value to influence a foreign official. A foreign official is any employee, officer or agent of a foreign government, including an entity controlled by a foreign government (e.g. a state-owned national oil company), any foreign political party or candidate, any official or employee of a public international organization, and any immediate family members of the previously noted. No family member of a foreign official should be contracted with or hired without following RI’s standard procurement and employment policies. It is prohibited to pay anything of value to any third party agent such as an international commercial representative, consultant or broker while knowing or suspecting that payment will be passed along to a foreign official. However, the following are exceptions.
- Payments are allowed to facilitate or expedite insubstantial "routine governmental action," such as the delivery of mail, police protection, processing a work visa or passport and obtaining permits, licenses or other official documents.
- In an emergency, payment is allowed to ensure the health or safety of the individual conducting business on behalf of RI. Foreign officials who are current or potential customers, suppliers or joint venture partners may be provided with reasonable travel and/or entertainment, as long as it is legal and a bona fide business expense that is compliant with RI’s policies. Travel or entertainment must be directly related to the promotion, demonstration, or explanation of RI’s services, or connected to the performance of a contract. Promotional items of insignificant value bearing RI’s logo are acceptable.
Expenses for a foreign official’s side trips, sightseeing or vacations in connection with travel for business are prohibited and must be paid by the foreign official.
RI must maintain effective internal controls and keep books, records, and accounts that accurately and fairly reflect all transactions. No employee shall falsify or conceal any business transaction. Payments, expenses and gifts must be documented. Payments for services rendered, including reimbursement of expenses, will be made solely and directly to the government agency or instrumentality employing the foreign official by way of its authorized bank account. Facilitating or emergency payments made to a foreign official must be reported to RI’s CEO or Legal Counsel and CFO for specific account coding instructions (see D.1 and D.2 above).
4.0 Employee Responsibilities
RI expects its employees to take all necessary steps to understand and comply with, and help RI comply with, applicable international trade laws. As a part of this Policy, it is the responsibility of every RI employee to:
- Obtain information and training on international trade laws that impact their job;
- Comply with RI requirements and procedures regarding international trade transactions;
- Comply with applicable international trade laws;
- Consult with his or her supervisor and seek guidance from RI’s CEO, CFO or Legal Counsel to resolve questions or concerns;
- Identify and report red flags involving transactions and activities;
- Participate in improving compliance procedures; and
- Report any potential violations of this Policy and procedures, international trade laws or the FCPA to a direct supervisor, RI’s CEO, CFO or Legal Counsel and seek advice on situations that may require investigation or management attention. No individual will be retaliated against in any way for raising a good faith concern about suspected or actual violations of this Policy.