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International Business


Many of the countries in which we do business have different laws and customs. Employees who engage in international business are responsible for knowing and complying with both the laws and regulations of the countries in which those businesses operate and the U.S. laws and regulations that apply outside U.S. borders. If U.S. law conflicts with local customs, or if local law is more restrictive than U.S. laws or company policies, you must follow the more restrictive law, custom or policy. Contact the Legal Department for further information and guidance.

Trade Controls and Export Restrictions

The United Nations, the U.S. and other countries and jurisdictions impose international trade controls to protect national security, domestic economies and to promote foreign policy. Trade controls affect international transactions including exports and re-exports of products, technology and software, as well as imports, travel, new investments and other financial transactions or dealings with sanctioned countries.

You must follow all relevant trade control restrictions in all of the countries where we operate. All transactions must be screened so that all licensing requirements are satisfied and that parties to the transaction do not include:

  • Embargoed countries and individuals or entities listed on the U.S. government debarred parties lists 
  • Arms proliferation-related end users or parties named on the Department of Commerce's Entity List
  • Parties who refuse to do business with or discriminate against another country or entity in support of an unsanctioned foreign boycott (i.e. a boycott not sanctioned by the U.S. government)
  • Any party known or believed to be acting in violation of U.S. or foreign laws and regulations

To Learn More: Refer to Corporate Policy 5.6, Exports and Anti-Boycott.

Q:         Can I e-mail a technical drawing to a new overseas supplier?

A:         The exchange of information, including mailing a technical drawing across national boundaries, (or between Olin and non-U.S. nationals within the U.S.) may violate trade control regulations. This is because exports include not only physical products, but also the transfer of services or technology such as technical data, drawings or other information. Be sure to verify the export classification of the drawings prior to sending them to determine if special authorization is required. You may also contact Olinís Legal Department for guidance.

Q:        Do I need to review all international transactions for boycott requests?

A:        Yes. All international transactions must be reviewed to ensure compliance with U.S. or other local anti-boycott regulations.  Violations of anti-boycott laws can have serious repercussions for the Company.

The Foreign Corrupt Practices Act

The U.S. Foreign Corrupt Practices Act (FCPA) makes it a crime for Olin, or any of its subsidiaries, agents or employees, to directly or indirectly offer or pay a bribe to a foreign official. The FCPA applies to payments to any foreign official, regardless of rank or position.

The term "foreign official" refers to any person acting in an official capacity for any of the following:

  • Any foreign government including any department, agency, military branch, court or legislature
  • Any partially or wholly-owned government entity such as a nationalized corporation or industry
  • Any political party, including party officials or candidates
  • Public international organizations such as The World Bank, the International Finance Corporation or the Red Cross

Payments to a foreign official are considered corrupt when made for the purpose of influencing a foreign official to misuse his or her official capacity in a way that helps our company obtain or retain business or obtain legislation, regulation or rulings that would benefit our business. If Olin cannot obtain a contract without paying a bribe, you should report the matter to your supervisor and the Legal Department and walk away from the deal. Olinís reputation for integrity is more important than the profit from any contract.

You should be alert to a possible FCPA violation if any of the following occur:

  • A request that a commission be paid in cash, in another name, or to an address in another country
  • Unexplained large expenses on a travel and entertainment expense report
  • An agent demanding a higher than normal commission for a transaction
  • Any agent or salesperson who says they are working with a government official to give our company the contract

Q:         In certain countries it is hard to know if an organization is owned by the government. How can I be sure that I am not doing business with a government official?

A:         The term ďforeign government officialĒ is very broad under the FCPA. It includes employees of state-owned organizations as well as political party officials and candidates and certain public international organizations such as the Red Cross. Consult Olinís Legal Department if you need guidance.

Q:         Some countries outside the United States require small payments be made to clerical government employees to facilitate paperwork. If these small payments are not made, the paperwork could take months and the supplies would be delayed. What should I do?

A:        Under U.S. law these payments may be considered legal "facilitating payments." Permissible facilitating payments are small payments demanded by low-level government employees to perform routine clerical functions such as inspecting goods or securing shipping permits. If you ever encounter such a situation, contact the Legal Department before offering to make any payment, no matter how small.

Agents, Consultants and Third Party Representatives

The acts of Olinís agents, consultants, independent contractors and representatives to facilitate company business are considered the acts of Olin. In other words, Olin cannot use agents or representatives to do indirectly what we could not do directly. Olin employees, agents, and representatives must abide by all laws in spite of customs, cultural norms or competitive pressures that suggest otherwise.

If you are responsible for the selection of agents, consultants, independent contractors or other third party representatives, you must exercise due diligence and take necessary precautions to ensure that the business relationship is formed with reputable and qualified partners and representatives. Due diligence includes investigating these entities to determine if they are in fact qualified for the position, whether they have personal or professional ties to the government, the number and reputation of their clientele, and their reputation with the U.S. Embassy or Consulate, local bankers, clients and other business associates.

Watch out for the following "red flags" when selecting agents:

  • A history of corruption in the country where a third party representative is being hired
  • Third parties with family or other relationships that could influence the buying decision                                                                            
  • Independent contractors or consultants with a reputation for bribes
  • Unusually high commission requests
  • A sales representative or agent who approaches you near the award of a contract and indicates a "special arrangement" with an official
  • A customer who suggests that an Olin bid be made through a specific agent or representative
To Learn More: Refer to Olinís Corporate Standard Procedure 42, International Marketing Practices.
 
Q:         I work with a foreign agent. I am concerned that some of the money we pay him goes toward making payments or bribes to government officials. What should I do?

A:         While payments to local government officials who make purchasing decisions may be customary and even expected in some countries, they are always illegal under U.S. laws. All agents and representatives have agreements with Olin that require them to obey U.S. and other anti-bribery laws. 

Note: If you suspect that an agent is acting improperly, you have a duty to report it. You should not make any payments to the agent until you have determined that no improper payments have been or are being made. If you fail to investigate the matter, both you and Olin could be liable.

 

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