Global Anti-Bribery & Anti-Corruption Guidelines

1. Scope

These guidelines apply to all regular and temporary employees and Board members of Cengage Group, including those of all subsidiaries and affiliates. We also expect that our business partners, including all agents, contractors, sub-contractors, and any other third-party representatives who work on Cengage Group’s behalf, strictly comply with the prohibition on bribery and facilitation payments and other unethical conduct detailed within these guidelines.

To the extent there are conflicts between these guidelines and any applicable local policy or laws, the stricter policy or law should be adhered to.

2. Purpose

We strive to conduct business in accordance with the highest ethical standards and in full compliance with all of the laws of the countries in which we operate. We have one set of rules for all of our colleagues and partners across the globe: We do not bribe anyone, ever, even if it may be considered customary in a particular region. This prohibition extends beyond interactions with government officials and applies to the commercial setting as well.

Government Official Definition

The definition of “Government Official” for purpose of this policy is board and includes:

 

  • Any officer or employee of an organization that is owned or controlled by a government, including state-owned or -controlled businesses, public schools, libraries, and state institutions;
  • Any officer of employee of a government department or agency, or any private person acting on behalf of a government;
  • Any officer or employee of public international organizations, such as the United Nations or World Bank;
  • Political party officials and candidates;
  • Members of royal families; and
  • Close relatives of any of the foregoing

When in doubt, ask the Compliance team for guidance.

3. Prohibited Conduct

Improper payments or benefits. Do not directly or indirectly offer, promise, provide, solicit, authorize, or accept “anything of value” to any person or entity, including any Government Official or private sector party, to obtain or retain business, to secure some improper advantage, or to improperly influence a person’s actions (“Improper Payments”). “Anything of value” is broad and includes benefits beyond cash, such as cash equivalents, like gift cards; travel, gifts, or entertainment; offers of employment and internships; and political or charitable contributions. Requesting or authorizing third parties to make or assist with Improper Payments may violate applicable laws and is also strictly prohibited.

Facilitation payments. Do not make facilitation payments or “grease payments,” which are small payments (or gifts) to Government Officials to get them to perform an official duty they are already obligated to perform. These payments are sometimes demanded by lower-level government officials in order to expedite an action the official is already required to perform, such as a customs officer clearing a shipment of textbooks. Such payments are often unlawful and are prohibited under our policy.

Amenity Definitions

“Hospitality” is the provision and acceptance of meals, travel, and entertainment in connection with a business relationship.

 

“Business Gifts” are modest tokens of appreciation, such as logoed gifts, provided or accepted in the course of a business relationship.

4. Business Expenditures

Gifts, travel, & entertainment. Business Gifts and Hospitality may not be used to obtain or retain an improper business advantage for or from Cengage Group.

You are expected to exercise good judgment and ensure Business Gifts and Hospitality are (i) modest in value, not lavish; (ii) reasonable under the circumstances with a legitimate business purpose; and (iii) compliant with these guidelines and with applicable local laws and rules. You may not use personal funds (or any other source) to accomplish what is otherwise prohibited.

Modest and reasonable Hospitality and Business Gifts bear the following hallmarks:

  • They are offered for a legitimate business purpose, without the intent to influence someone’s behavior or decision.
  • They do not exceed reasonable and customary amounts in the relevant jurisdiction or context.
  • They are not provided frequently or on a regular basis.
  • They are not cash or cash equivalents (i.e., gift cards, loans or vouchers).
  • They comply with local law.
  • You have no reason to believe that the recipient may not accept them, due to requirements of his or her employer (or otherwise).
  • They are provided or accepted openly and transparently.
  • They are provided or accepted in the name of Cengage Group, and not in your name or on your personal behalf.
  • They will not create the appearance of impropriety or otherwise bring embarrassment to Cengage Group.
  • They are properly recorded in Cengage Group’s books and records as applicable.

Cengage Group has limits for providing or accepting Business Gifts and Hospitality to and from Government Officials and private sector parties. Additionally, diligence review and written pre-approval from the Compliance & Ethics team is required in every instance where travel and/or hospitality is being offered or extended to a Government Official. This includes paying for a Government Official’s transportation or hotel accommodations. You must comply with applicable local laws and rules that limit or prohibit a Government Official or private sector party from receiving Hospitality or Business Gifts. Contact the Compliance & Ethics team for guidance and details surrounding permitted limits and applicable laws and regulations.

Charitable and political contributions. Charitable contributions (including in-kind donations of Cengage Group products or facilities, or employee time) made on behalf of Cengage Group require written pre-approval from the Compliance & Ethics team. Additionally, since U.S. and other countries’ laws and regulations governing political contributions are complex and diverse, you must not make any political contributions on behalf of Cengage Group or any Cengage Group business without the prior written approval of the Compliance and Government Affairs teams.

5. Reporting & Anti-retaliation

It is the responsibility of those working for or with Cengage Group to prevent, detect and report violations of these guidelines, applicable laws, or the Cengage Group Code of Conduct. Individuals who become aware of or suspect any such violations must notify the Compliance & Ethics team without delay. Cengage Group takes all reported concerns seriously. All reports will be investigated and addressed appropriately. We prohibit and will not tolerate retaliation against anyone who raises good-faith questions or concerns about any suspected violation of our policies or applicable law. If you have questions about these Guidelines or the Cengage Group Anti-Bribery & Anti-Corruption Program, please contact our Compliance & Ethics team or your designated Cengage Group representative.