Zayo Group and its subsidiaries and Zayo Europe and its subsidiaries (“The Organization”) expect that all directors, officers, and employees of Zayo and its subsidiaries and affiliated companies will comply with all applicable laws, including those prohibiting corruption and bribery. Among other laws, Zayo is subject to the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act (“UKBA”), and the anti-corruption laws of many of the nations in which the Organization does business. Although the application of these laws may be complex, their central purpose is simple: to punish corporate entities and individuals who resort to bribery or corruption to obtain or retain business. To comply with these laws and to avoid even the appearance of unethical conduct, all directors, officers, and employees of the Organization must comply with this Anti-Corruption Policy.
This Anti-Corruption Policy imposes four over-arching requirements.
First, individuals within the scope of this Anti-Corruption Policy may not provide, promise, or offer anything of value to any person, including Government Officials, to improperly obtain or retain business or to secure an improper advantage in conducting business. Among other things, this first requirement proscribes the payment of bribes to win new contracts, to retain old contracts, to expedite the processing of any official documentation (e.g., customs clearance), or to improperly influence any person.
Second, individuals within the scope of this Anti-Corruption Policy may not accept a bribe or anything of value in violation of this or any other Company policy, or in connection with improper conduct of any Company activity or function.
Third, because Zayo may be held liable in certain circumstances for the corrupt conduct of third parties such as agents, sales consultants, and joint venture partners, Zayo must only partner with ethical actors. Accordingly, Zayo has implemented a mandatory due diligence process for scrutinizing and, if appropriate, approving such third-party business partners.
Fourth, individuals within the scope of this Anti-Corruption Policy must ensure that Zayo maintains accurate books and records, detailing each expenditure of Company funds or other things of value. All directors, officers, and employees of Zayo and its subsidiaries and affiliated companies must read, understand, and comply with every provision of this Anti-Corruption Policy. If, at any time, you have any questions about this Anti-Corruption Policy, you should contact your supervisor and/or the Legal Department.
Scope/Requirements
This Anti-Corruption Policy applies to all officers, directors, and employees (permanent and temporary) of Zayo, and all officers, directors, and employees (permanent and temporary) of all of Zayo’s subsidiaries and affiliated companies, regardless of citizenship or location of employment (collectively, “Employees”). The Anti-Corruption Policy’s general principles and prohibitions also apply to agents, distributors, consultants, joint venture partners, and any other third parties acting on Zayo’s behalf (collectively, “Representatives”), regardless of citizenship or where they conduct business.
Zayo recognizes that its Employees and Representatives are citizens of many countries and that its operations are subject to many different laws, customs, and cultures. For some countries, Zayo’s Legal Department may issue specific anti-bribery guidelines to conform to local laws, but those guidelines must always be at least as strict as the minimum standards outlined in this Anti-Corruption Policy.
Prohibition of Bribery
Under no circumstance shall any Employee or Representative provide, offer, or promise (or authorize, permit, or connive in the provision of) a “Thing of Value” to:
- Any person, including a “Government Official” (or a third party at a Government Official’s request or with their assent or acquiescence), to improperly obtain or retain business or an advantage in the conduct of business; to induce the recipient to perform some function improperly; or while knowing or believing that the recipient may not receive such Thing of Value (because of employment obligations or otherwise); or
- Any person, while knowing or being aware of a probability that such person will provide, offer, or promise a Thing of Value directly or indirectly to a Government Official to obtain or retain business, secure an improper advantage, or direct business to any person.
It is a violation of this Anti-Corruption Policy to intentionally disregard, or to be willfully blind to, the making or offering of an improper payment. Employees may not use third-party intermediaries to provide, offer, or promise a Thing of Value to improperly obtain or retain business, to persuade another person to perform his or her function improperly, or while knowing that the ultimate recipient of the offer, promise, or Thing of Value is not permitted to receive it. In other words, an Employee may not do indirectly what this Policy forbids the Employee from doing directly.
- “Thing of Value”: A “Thing of Value” is anything that the recipient might value, such as a financial or other advantage, including cash, gifts, gift cards, items with Zayo’s logo, electronic equipment, clothing, meals, entertainment (for example, concert, theater, sport, or other similar event invitations), travel, lodging, transportation, loans, use of property or equipment, charitable donations, political contributions, medical treatment, and job or internship offers.
- “Government Official”: A “Government Official” is any official or employee of federal, state, provincial, county, or municipal governments or any department or agency thereof; any officer or employee of a company or business owned in whole or in part by a government (“State-Owned Enterprise”); and any officer or employee of a public international organization (for example, the World Bank, United Nations, or the European Union); any foreign political party or official thereof; or any candidate for political office. Government Officials include officials at every level of government, regardless of rank or position.
Among other payments, this Policy forbids “facilitating” or “grease” payments for routine action by Government Officials. If an Employee feels compelled to make a payment otherwise prohibited by this Policy (e.g., to escape an imminent threat to his or her health or safety), the Employee must report that payment and details regarding the incident to the Legal Department as soon after the incident as possible. The Organization shall accurately record such payments in its books and records.
Payment of reasonable, proportionate, and bona fide expenses incurred by or on behalf of a Government Official or another person may be permissible only if directly related to:
- The promotion, demonstration or explanation of Zayo’s products or services; or
- The execution or performance of a contract.
Unless a specific exception to this Anti-Corruption Policy applies, no Employee may make a payment of reasonable, proportionate, and bona fide expenses as described above without obtaining prior written approval from Zayo’s Legal Department. In addition, all such payments or reimbursements must be properly documented in Zayo’s books and records and must comply with the Company’s expense policies.
Gifts, Meals, Business Hospitality, and Travel
All gifts, meals, business hospitality, and travel offered on behalf of Zayo to any person must be reasonable in value (not lavish or extravagant), permissible under applicable law, and related to the promotion, explanation or demonstration of the Company’s products or services. Expenditures that create even the appearance of impropriety may violate this Anti-Corruption Policy.
For guidelines on circumstances when Zayo Employees may give, offer, or promise gifts and/or business hospitalities to Government Officials and other persons, please refer to Zayo’s Employee Handbook.
Charitable Donations
Zayo is committed to the communities in which it does business and permits reasonable donations to local and foreign charities. However, just as direct payments or gifts may violate applicable anti-corruption laws, so too may charitable donations if they are made to improperly influence a Government Official or other individual. Accordingly, Employees may donate on behalf of Zayo only to bona fide charities for proper charitable purposes after seeking the approval of Zayo’s Legal Department. As appropriate, the Legal Department may confirm that the proposed recipient of Zayo funds is indeed a bona fide charity and that the funds will be used only for charitable purposes.
For guidelines on circumstances when Zayo Employees may make, offer, or promise charitable donations to Government Officials and other persons, please refer to Zayo’s Charitable Contributions Policy and Employee Handbook.
Political Contributions
Zayo Employees shall not make political contributions on behalf of the Company to improperly influence any political candidate, political party, campaign committee, or Government Official. Before making any political contribution on behalf of Zayo, Employees must secure the approval of Zayo’s Chief Financial Officer and General Counsel. No Employee may seek or receive reimbursement from Zayo, directly or indirectly, for any political contribution.
Sponsorships
In certain situations, Zayo may sponsor events or activities hosted, coordinated, or supported by third parties. For purposes of this Anti-Corruption Policy, sponsorships include any contribution in money or in kind by Zayo towards an event organized by a third party in return for the opportunity to advertise the Zayo brand by, for example, displaying the Zayo logo or otherwise publicizing Zayo during the event (e.g., by mentioning Zayo’s support during the opening or closing addresses of a conference). Before promising or agreeing to sponsor any event, Zayo must obtain permission from the Legal Department. Sponsorship agreements must be in writing and must detail the consideration provided for Zayo’s funds and the planned use for the funds. For guidelines regarding sponsorships, please refer to Zayo’s Charitable Contributions Policy and Employee Handbook.
Prohibition of Passive Corruption
Zayo also strictly prohibits passive corruption (that is, the improper receipt of a Thing of Value). Zayo Employees and all others performing services for or on behalf of the Company must not accept, receive, or agree to accept or receive a Thing of Value:
- In violation of Zayo’s Anti-Corruption Policy, or any other policy; or
- In connection with the recipient’s or a third party’s improper performance of some Company-relevant activity or function (that is, a failure by the recipient or third party to perform the relevant activity or function in good faith, impartially, or in accordance with a position of trust).
Third Party Due Diligence Procedures
No person or entity may be authorized to represent or act on behalf of Zayo until that person or entity is reviewed, approved, and retained by written agreement with Zayo, absent prior approval by the Chief Compliance Officer.
Whenever Zayo intends to engage or retain an agent, distributor, marketing consultant, lobbyist, or other third party that will act on Zayo’s behalf, Zayo shall conduct a due diligence inquiry regarding the prospective Representative to determine the reputation, beneficial ownership, professional capability and experience, financial standing, and credibility of the prospective Representative and the history of such prospective Representative’s compliance with applicable anti-corruption laws. Zayo’s Legal Department shall specify the information required in connection with such due diligence and shall review and approve the results of such investigation.
Contracting with Representatives
All contracts with agents, distributors, marketing consultants, lobbyists, and other third parties, all joint venture, partnership, and shareholder contracts, and all contracts for the acquisition of entities or business assets shall require the specific approval of Zayo’s Legal Department (in addition to any other approvals required by any other Company policies). No payment may be disbursed by Zayo under any such contract unless an original written copy of the contract is in the files maintained by the Legal Department and such copy reflects the approvals required above. In addition, all such contracts shall contain standard anti-bribery provisions, unless otherwise approved in writing by the Legal Department.
Zayo’s Legal Department will provide contract template forms upon request. These forms must be used in all applicable transactions, and alterations must be approved by the Legal Department.
Post-Hiring Monitoring of Approved Representatives
After Zayo retains a Representative, Employees—in particular the Zayo Employee who liaises with the Representative—must continue monitoring the Representative’s on-going activities for any anti-corruption red flags or concerns. If any Employee knows or reasonably believes that a payment or promise of payment prohibited by the anti-corruption laws has been, is being, or may be made by a Representative for or on Zayo’s behalf, the Employee shall immediately advise the Legal Department and shall use all reasonable efforts to prevent the payment or promise of payment from occurring.
Mergers & Acquisitions
In pursuit of Zayo’s corporate strategy, the Company may be involved in merger or acquisition activity. Whenever the Company pursues the acquisition of any business entity, the due diligence process associated with the proposed acquisition shall include a due diligence inquiry regarding the acquisition target’s compliance with applicable anti-corruption laws. The Legal Department shall specify what information must be obtained during such diligence and shall review and approve the written results of such diligence. After approving the transaction, Zayo shall implement appropriate anti-corruption compliance policies and internal controls or, in the case of minority investments, make reasonable efforts to encourage the minority-owned entity to adopt such policies and controls.
Joint Ventures
Whenever the Company elects to pursue work through a joint venture, Zayo shall conduct a due diligence review of the prospective joint venture partner or partners to determine the reputation, beneficial ownership, professional capability and experience, financial standing, and credibility of the prospective joint venture partner or partners and the history of such prospective joint venture partner’s or partners’ compliance with applicable provisions of the anti-corruption laws. The Legal Department shall specify what information must be obtained during such diligence and shall review and approve the written results of such diligence.
Red Flags
One of the key aspects of anti-corruption-related due diligence and post-retention monitoring is the identification of “red flags” that may indicate unethical or corrupt business conduct. The anti-corruption red flags identified by the U.S. Department of Justice are described in Annex A. All due diligence investigations conducted by Zayo must include an analysis of potential red flag issues.
Accounting Issues
Accurate Books and Records
Zayo must make and keep accurate books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets, no matter the purpose or size of the transaction or disposition. Accordingly, Employees shall not create or make payments from “off-the-books” accounts or “slush funds.”
To maintain accurate books and records, Employees must:
- Create business records, including general ledger and journal entries and expense reports, that accurately reflect the true substance of the underlying transaction or event; and
- Sign only documents, including contracts, that the Employee is authorized to sign and that they believe are accurate and truthful.
Internal Controls
Zayo shall devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that, among other things, transactions are executed in accordance with the specific authorizations of Zayo’s officers and are recorded in accordance with generally accepted accounting principles.
Minority-Owned Subsidiaries
Zayo shall, in good faith and to the extent reasonable in the circumstances, use its influence on any entity in which Zayo has 50% or less of the voting power of the entity to cause the entity to maintain proper records and internal accounting controls.
Anti-Corruption Controls
Education and Training
Zayo shall provide regular anti-corruption education and training to its Employees and Representatives. The Company may require Employees and Representatives to participate in on-line courses or in-person programs regarding anti-bribery legal requirements and Zayo’s Anti-Corruption Policy.
Annual Certifications
Zayo requires annual Anti-Corruption Policy certifications from all Zayo management and accounting personnel, as determined by the Legal Department. Included among this group are all persons who have access to Company funds or who have responsibility for recording transactions that impact the Company’s books and records, and all persons who interface with government customers. The certification shall contain language substantially similar to the following language:
The undersigned hereby certifies that he or she has read and understands the Company’s Anti-Corruption Policy. The undersigned further certifies that, after due inquiry and investigation, he or she is not aware of any fact or circumstance that indicates that a violation of the Anti-Corruption Policy has occurred during the period covered by this Certificate. The undersigned further certifies that he or she will promptly report any non-compliance in accordance with the Company’s procedures for Reporting Corporate Governance Concerns.
This certification shall be completed at least annually and from time to time as determined by the Legal Department.
Reporting
Zayo Employees who know of or suspect a potential violation of any provision of this Policy or applicable anti-corruption laws should report their concerns immediately to the Legal Department.
It is strictly against Zayo policy to retaliate against any Employee for good-faith reporting of known or suspected violations of any law or Company policies.
Disciplinary Procedure
Zayo will not tolerate any Zayo Employee that achieves or purports to achieve results for the Company in violation of this Anti-Corruption Policy or any applicable anti-corruption law. Failure to comply with this Anti-Corruption Policy will constitute gross misconduct and will be grounds for termination or other disciplinary action in accordance with the disciplinary process for the relevant Zayo site or country.
Administration
Zayo’s General Counsel is responsible for the content and periodic review of this Anti-Corruption Policy.
Questions
Any questions concerning this Anti-Corruption Policy may be addressed to the Legal Department per the following contact information:
Zayo Group Legal Department
Attention:
ANNEX A
RED FLAGS
Zayo Employees have an affirmative duty to remain vigilant for signs that third parties are engaged in unethical or corrupt conduct both during the due diligence process and in monitoring Representatives after the Company retains them. Employees should be especially conscious of the following corruption red flags and should raise any red flag to the Legal Department:
- The third party relies heavily on political/government contacts to promote Zayo’s interests.
- The third party has a history of improper payment practices.
- The transaction or the third party is in a country where there is widespread corruption.
- The transaction or the third party is in a country that has a history of bribes and kickbacks.
- The transaction or the third party is involved in or with an industry that has a history of anticorruption violations.
- The third party refuses to agree to comply with the anti-corruption laws.
- The third party has a family or business relationship with a Government Official.
- The third party has a poor business reputation.
- The third party insists that its identity remain confidential or refuses to divulge the identity of its owners.
- A government customer recommends or insists on the use of a particular intermediary or consultant.
- The third party does not have offices or a staff.
- The third party does not have significant experience.
- The third party insists on unusual or suspicious contracting procedures.
- The fee or commission to be paid to the third party is unusually high.
- The payment mechanism to be utilized is secretive or unusual.
- The third party submits inflated or inaccurate invoices.
- The third party requests cash or bearer instrument payments.
- The third party requests payment in a jurisdiction outside its home country that has no relationship to the transaction or the entities involved in the transaction.
- The third party asks that a new customer be granted an excessive credit line.
- The third party requests unusual bonus or special payments.
- The third party requests an unusual advance payment.
- The termination of a business relationship with a third party by another entity under suspicious or inadequately explained circumstances.