It is the policy of Kaltura Inc. and its subsidiaries (“we,” or the “Company”) to comply with all applicable anti-corruption laws and regulations in all countries in which the Company does business. This Policy addresses what we must do in order to comply with those laws and regulations. Any questions concerning this Policy should be referred to the Company’s Vice President of Legal Affairs.
While local standards and practices may vary with respect to what is considered bribery, the Company’s policy can be summarized as follows: you may not improperly provide (or offer to provide), directly or indirectly, anything of value to anyone to obtain or retain business, to obtain a commercial advantage, or to receive favored treatment, anywhere in the world. Violations of this Policy may constitute violations of applicable anti-bribery and anti-corruption laws and may subject the Company and Covered Persons (as defined below) to serious penalties, including fines and even imprisonment.
This Policy is mandatory and applies to all directors, officers and employees of the Company, all contractors who devote all or substantially all of their time to the Company, and Covered Business Associates (as defined below) (collectively, “Covered Persons”). Any Covered Persons shall be provided with a copy of this Policy and shall certify their compliance with it pursuant to procedures established by the Vice President of Legal Affairs.
For purposes of this Policy, bribery is defined as the promising, offering, giving, requesting, agreeing to receive, accepting, or authorizing the giving or receiving, whether directly or indirectly, of any advantage (not necessarily financial) to induce or reward behavior that is “improper” (i.e., illegal, unethical, or a breach of a duty or expectation that a person will act in good faith, impartially, or in accordance with a position of trust). The Company is committed to carrying out its business worldwide ethically and without the use of bribery.
Covered Persons are prohibited from offering, promising, giving, providing, or authorizing, whether directly or indirectly, the provision of anything of value to obtain or retain business, an improper advantage, or favored treatment from any third party, or any other person with whom the Company does or anticipates doing business. Similarly, Covered Persons are prohibited from soliciting, receiving, or authorizing, whether directly or indirectly, the receipt of anything of value from anyone, including business partners and other third parties, doing business with or seeking to do business with the Company, for the purpose of obtaining an improper advantage with the Company or having an improper influence over a Covered Person’s judgment.
The term “anything of value” is very broad. It includes not only obvious bribes and kickbacks (e.g., rebating a portion of a contract payment to third parties or using consulting agreements to funnel payments to third parties), but also improper benefits, such as inappropriate gifts, educational assistance, potentially the hiring of relatives, unreasonable travel and entertainment expenses, medical care, and any financial or other advantage.
Even if bribes may be a customary and accepted way of doing business in a particular country, they are prohibited. A bribe does not have to be fully effectuated to be a violation of this Policy – offering a bribe that is never accepted, or never paid, is still a violation of this Policy.
Covered Persons are specifically prohibited from offering, promising, giving, or authorizing the giving of, anything of value, whether directly or indirectly, to Government Officials without the prior written approval of the Vice President of Legal Affairs.
For the purposes of this Policy, the term “Government Official” is broad and includes any officer or employee of a government or any department, agency, or instrumentality or of a public international organization, or any person acting in an official capacity for or on behalf of such person. In addition, Government Official includes any: (i) officer, employee or person acting in an official capacity on behalf of a political party; (ii) a candidate for political office; (iii) an officer or employee of a state-owned or state-controlled company, regardless of the officer’s or employee’s rank or title; (iv) uncompensated honorary officials who have influence in the award of business; (v) members of royal families; (vi) any entity hired to review or accept bids for a government agency; (vii) officials, whether elected, appointed or under a contract, permanent or temporary, who hold a legislative, administrative, or judicial position of any kind in a country or territory; (viii) any person who performs public functions in any branch of the national, local, or municipal governments of a country or territory or who exercises a public function for any public agency or public enterprise of such country or territory; and (ix) spouses and other immediate family members of any of the persons listed above. A Government Official may also include any executive, officer, agent or employee acting in a business (even if privately owned) providing a service to the general public.
Facilitation payments are modest payments made to a Government Official for the purpose of expediting or securing the performance of a routine, non-discretionary governmental action, such as expediting licenses or scheduling (but not approving) inspections.
While facilitation payments are permissible under certain applicable laws, such as the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”), Covered Persons are prohibited from making such payments. This Policy prohibits such payments except for in extreme circumstances (e.g., exigent circumstances in which an individual’s health, safe passage, or personal safety is threatened).
Payments are not prohibited when they are in response to an imminent threat of physical harm. However, economic coercion, no matter how serious, does not constitute extortion or duress and is prohibited. Mere solicitation of a payment does not constitute extortion or duress.
If a payment is demanded under threat of imminent physical harm, such a payment should be made and promptly reported to the Company’s Vice President of Legal Affairs, detailing the circumstances. The payment must also be properly recorded in the Company’s books and records.
The Company recognizes that accepting and providing reasonable and proportionate gifts and entertainment are a normal part of business, and this Policy does not prohibit such gifts and entertainment. The term “reasonable and proportionate” is not precisely quantified and requires the exercise of common sense. If a gift would be considered extravagant or excessive or if the gift would likely affect the recipient’s judgment, for example, in the context of an upcoming decision, approval or contract award, then the gift will be deemed unreasonable. Gifts in the form of cash or gift certificates are prohibited.
Prior to giving gifts or paying for entertainment or hospitality above certain threshold values as defined in the Gifts and Entertainment Expenses Approval document issued by the Vice President of Legal Affairs the expense must be approved by the appropriate person named in that document. Any questions regarding whether a gift is appropriate irrespective of value should be directed to the Company’s Vice President of Legal Affairs.
Similarly, Covered Persons must ensure that the decisions they make on behalf of the Company are free from third-party influence. Accordingly, Covered Persons must promptly report any gifts of significant value offered to or received by them to the Company’s Vice President of Legal Affairs, who will assess the propriety of keeping the gift.
The Vice President of Legal Affairs will determine the threshold values from time to time and such values will be specified in the Gifts and Entertainment Expenses Approval document and communicated to Covered Persons.
Covered Persons may offer or receive infrequent, reasonable and appropriate business meals or entertainment, provided that business is discussed at those events and that the activity has a clear business purpose. An example would be the promotion, demonstration or explanation of the Company’s products or services, or the negotiation, execution or performance of a contract. Such activity shall not involve excessive expenditures. The guidelines for reasonable and appropriate activities shall be normal industry practice in the relevant locality consistent with local legal requirements. Further, reimbursement of such expenses will be subject to the Company’s procedures such as stating the participants and the purpose of the meeting. The Vice President of Legal Affairs will determine the threshold values from time to time and such values will be specified in the Gifts and Entertainment Expenses Approval document and communicated to Covered Persons. In the event that the estimated cost of certain business entertainment is expected to exceed such estimate, prior written approval from the Vice President of Legal Affairs is required.
There are occasions in which it may be appropriate for the Company to provide reasonable, bona fide hospitality to customers/potential customers, including Government Officials, such as paying for travel, meals, and business entertainment expenses (i.e., beyond occasional business meals or entertainment covered above). Such hospitality shall require written approval of the Vice President of Legal Affairs in advance and be subject to the following general guidelines, to be applied on a case-by-case basis:
Under no circumstances will hospitality consist of cash payments, and hospitality must never be offered or provided in exchange for any commercial advantage or favored treatment.
Company money, assets, property or other things of value may not be contributed, loaned, or made available to any foreign candidate, party, or political committee. The Company may, from time to time, make charitable contributions, which are limited to reasonable amounts as determined by the Company’s Vice President of Legal Affairs. Under no circumstances should charitable contributions be made in an attempt to influence any decision or obtain an advantage. Also, the Company is prohibited from making contributions to a charity owned or controlled by a Government Official. Contributions to political parties or candidates by Covered Persons, acting solely in their personal capacities during their private time, may not involve the use of any Company funds, time, equipment, supplies or facilities.
It is the Company’s policy not to pursue or accept government grants. Any exception to this general prohibition must be approved in writing by the Vice President of Legal Affairs.
Channel program partners, including resellers, referral partners, and original equipment manufacturer (OEM) partners, as well as all consultants, sales representatives and other third parties that act on behalf of the Company are referred to herein collectively as “Business Associates.” Business Associates that interact with a Government Official for or on behalf of the Company or that refer or engage with potential or actual customers of the Company (each, a “Covered Business Associate”) shall be required to abide by this Policy and/or to demonstrate that they are subject to a policy determined to be at least equally protective of the Company by the Vice President of Legal Affairs. Other Business Associates shall be required to abide by this Policy if so directed by the Vice President of Legal Affairs.
All payments made to a Business Associate must be reasonable in relation to the products sold to, or bona fide services rendered by, such Business Associate to or on behalf of the Company. Payments to a Business Associate should never be made in cash and should be made to the Business Associate’s bank account in the country where the services are performed or where the Business Associate’s offices are located. No payments shall be made to a Business Associate without detailed invoices that fully and accurately describe the services and expenses incurred.
Furthermore, the Company will conduct risk-based anti-bribery and anti-corruption due diligence prior to the engagement of a Covered Business Associate to ensure that it is a bona fide and legitimate entity, is qualified for the purpose of its engagement, and generally maintains standards consistent with the ethical and reputational standards of the Company. The Company recognizes that corruption risks can vary by location, type of transaction and customer, and, accordingly, this Policy requires enhanced diligence procedures for engaging with Business Associates in circumstances that present a higher perceived risk of corruption. The due diligence will be conducted in accordance with the due diligence guidelines attached to this Policy as Annex A.
Information identified and received during the due diligence process will be reviewed by the Finance and/or Accounting and/or Legal Departments, and/or by the Company’s Compliance Officer as applicable, and should be maintained by the Finance, Accounting, Legal or Compliance Department in a due diligence file regarding the potential Covered Business Associate.
Other appropriate measures to ensure the Company’s and Business Associates’ compliance with applicable law shall include the insertion of appropriate anti-bribery provisions in contractual agreements with such Business Associates. Prior to the Company entering into corporate acquisitions, joint ventures, and similar arrangements, Covered Persons will perform risk-based anti-corruption due diligence with respect to the potential transaction as a part of the Company’s standard due diligence procedures.
A “red flag” is a fact pattern, situation, request, or other circumstance that indicates a possible anti-corruption compliance risk. Annex B to this Policy includes examples of “red flags”, which are not exhaustive. In case of doubt whether a certain fact or information known to a Covered Person constitutes a “red flag”, please consult the Vice President of Legal Affairs.
Covered Persons are required to monitor for and promptly report any “red flags” that raise anti-corruption concerns to the Vice President of Legal Affairs.
The Company will maintain books and records that accurately reflect its transactions, use of Company assets, and other similar information, along with a reasonable system of internal controls. Covered Persons must ensure that: (i) gifts, business entertainment, hospitality, and other expenses are properly reported and recorded; (ii) payments made on behalf of the Company are supported by appropriate documentation; (iii) no payments to third parties are made in cash, unless pursuant to proper petty cash disbursements, and (iv) no Covered Person shall create or help to create any documents for the purpose of concealing any improper activity.
The success of this Policy in preventing corruption relies on the diligence and commitment of all Covered Persons. Covered Persons must report any suspected violation of this Policy to the Vice President of Legal Affairs. Covered Persons may also report such suspected violations anonymously. The Vice President of Legal Affairs will maintain a log of all inquiries and suspected violations in connection with this Policy.
All such reports may be made in person or by letter, telephone, facsimile, e-mail, or other means and will be treated as confidential, to be used only for the purpose of addressing the specific problem(s) the reports concern. Such reports will be shared with the Company’s management, board of directors, and other authorized individuals only on a need-to-know basis. All Covered Persons shall cooperate fully, truthfully, and candidly with any inquiry conducted by or on behalf of the Company. Failure to provide such cooperation may result in disciplinary action, including termination of employment.
The Company will take no adverse action against Covered Persons who report violations of this Policy honestly and in good faith.
The Vice President of Legal Affairs will establish and conduct a suitable training program to help effectuate the compliance goals of this Policy, and will maintain records documenting the date and content of the training and names of attendees. In addition, all Covered Persons will be required to sign certifications of compliance with this Policy. The Vice President of Legal Affairs will review this Policy at least annually to ensure it is effective and in accordance with current best practices, and will revise and update this Policy, as necessary.
The Vice President of Legal Affairs may from time to amend the Annexes attached to this Policy.
Please contact the Vice President of Legal Affairs if you have any questions regarding the scope and reach of applicable anti-corruption laws and regulations, whether a particular payment or gift would be consistent with this Policy or otherwise relating to this Policy.
The Vice President of Legal Affairs may delegate any of his or her duties under this Policy to appropriate legal, compliance or other officials in the Company.
The Vice President of Legal Affairs may authorize any approvals required under this Policy or any related form(s) to be provided electronically, by email or otherwise, or in such other form as he or she considers appropriate.
The purpose of conducting due diligence on Covered Business Associates in the context of this Policy is to verify, to the extent reasonably possible, their integrity and past track record in relation to bribery and corruption. The Company shall not enter into any business relationship with any Covered Business Associate, unless and until:
(a) the due diligence process has been completed for the Covered Business Associate, and
(b) the due diligence process has not revealed activities by the Covered Business Associate which would be inconsistent with the Company’s zero tolerance for bribery and corruption.
If exceptional circumstances exist in which the start of a relationship with a Covered Business Associate must begin before the completion of the due diligence process, written approval of the Vice President of Legal Affairs is required and the process must be completed as promptly as possible and any temporary arrangement with the Covered Business Associate must be made contingent upon successful completion of the process. The nature of the due diligence will depend, among other things, on the nature of the relationship with and cooperation of the Covered Business Associate, the availability of public domain information and records on the Business Associate, and the cultural and political environment in which the Covered Business Associate is operating. For purposes of assessing the cultural and political environment in which a Business Associate is operating, the Company will refer to objective sources of information such as Transparency International (“TI”), which is available at http://www.transparency.org/.
Basic due diligence is required for screening all Covered Business Associates and shall include, at minimum, completion of an internal due diligence questionnaire pertaining to the potential Covered Business Associate by the Covered Person proposing to engage it, verification of the corporate registration of the entity, or the expertise of a person, the business address and general corporate history/structure that is publicly available. The Vice President of Legal Affairs may exempt certain individual Covered Business Associates, or categories of Covered Business Associates from the requirement for an internal due diligence questionnaire or other aspects of this requirement based on an assessment that the potential risk for such Covered Business Associate or category of Covered Business Associates is sufficiently low to warrant such exemption.
Enhanced due diligence is required if any issues of concern or “red flags” are identified in the basic due diligence and for all Covered Business Associates in regions which are generally known for corrupt practices, even if basic due diligence does not identify any “red flags” or issues of Jurisdictions in which the Company currently conducts business or may be conducting business that require enhanced due diligence. In addition, enhanced due diligence is required for all transactions that involve government or state-owned customers.
Enhanced due diligence shall include, at minimum: (i) the Covered Business Associate’s completion of a detailed due diligence questionnaire and provision of relevant information and documents supporting the replies to the questionnaire, and (ii) completion of an internal due diligence questionnaire pertaining to the potential Covered Business Associate by the Covered Person proposing to engage it and shall include such other steps as may be directed by the Vice President of Legal Affairs. The forms of due diligence questionnaires will be determined by the Vice President of Legal Affairs from time to time.
For the avoidance of any doubt, the due diligence process described in the Policy and the forms provided by the Vice President of Legal Affairs from time to time are solely to determine compliance with the Policy, and do not constitute commercial due diligence as to the commercial health and stability of the target person or entity. Such commercial due diligence may need to be conducted separately, in addition to due diligence under this Policy.
Please note that the following examples are illustrative. This is not an exhaustive list.
A request for payment in advance or prior to an award of a contract, license, concession, or other business.
A request for reimbursement of unusual, extraordinary, poorly documented, or last minute expenses.
A request for payment in cash (or otherwise untraceable funds) to a numbered account or to an account in the name of someone other than the appropriate party.
A request for payment in a country other than the one in which the parties are located, especially if it is a country with limited banking transparency.
A refusal by a party to certify that it will comply with the requirements and prohibitions of applicable anti-corruption laws and rules or this Policy.
A refusal, if asked, to disclose shareholders, partners, or principals. Use of shell or holding companies that obscures a transaction partner’s ownership without credible explanation.
A request for a fee or kickback for the use of Company products and services at the requestor’s facility.
A request for political or charitable contributions, particularly if the request is for cash.
A request by a Government Official (e.g., an employee of a state-owned educational institution or public broadcasting company) to hire a family member of the Government Official or to engage a particular Business Associate.
As measured by local customs or standards, or under circumstances particular to the party’s environment, the party’s business is understaffed, ill-equipped or inconceivably located to undertake its proposed relationship with the Company (e.g., pre-award technical activities or logistical assistance, and post-award activities such as assistance with customs, permits, financing and licenses).
The party appears to have insufficient know-how or experience to provide the services the Company needs.
Company wire transfers that do not disclose the identity of the sender or recipient.
In the case of engaging a Business Associate, the potential Business Associate:
Last Updated: October 26, 2016