Anti-corruption Code of Conduct

Typically payments involve cash but also includes anything that may be of value for the receiving party, for example, excessively-priced gifts, trips, meals etc. The simple act of offering or promising something of value is improper if it is done with the intention of obtaining or retaining an undue business advantage.

An undue business advantage means anything that improperly favours the company's business activity (improperly obtaining or retaining a contract, payments to a tax or customs official to avoid complying with laws or to avoid penalties, etc.).

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These illegal payments may also be made indirectly by third parties, in particular sales representatives acting as intermediaries. A company may be held strictly liable for corrupt payments made by its intermediaries, even if it was unaware of these payments being made on its behalf .

Finally, it should be recalled that it is also illegal for Air Liquide employees to receive undue payments or advantages of any kind.

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Because intermediaries are a recognised corruption risk, the company has a mandatory procedure which must be followed before an intermediary can be appointed. The procedure requires the company to check the reputation of the proposed intermediary and to analyse and address any compliance concerns which may come to light. No contract shall be concluded with a third party until these checks have been satisfactorily completed.  Requests to appoint an intermediary must be addressed in the first instance to the Legal Vice President and/or the Director of Corporate Governance.

Payments must not be made to intermediaries unless these payments are legal, they comply with the terms of a contract and are made following delivery of a proper invoice. No payment is made without appropriate documentation, in particular, evidence of the work performed. Receipts must be provided for reimbursable expenses. Payments must never be made in cash.

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In addition, Air Liquide may be deemed liable if it accepts improper deal structuresdesigned to hide or disguise acts of corruption. It is therefore essential to conduct athorough investigation into the reputation and business practices of all target companies in the context of an intended merger or acquisition and all potential partners, to incorporate appropriate warranties in acquisition or partnership contractual documents and to avoid deal structures founded on inappropriate schemes.

Employees must comply with the Gifts and Invitations Policy before giving or offering gifts or hospitality to a third party.  Staff are expected to be acquainted with this policy.  Before offering a gift or hospitality, it is necessary to obtain pre-authorisation.

In some countries staff will be asked to make a small payment to a public official in order to facilitate or speed-up an administrative process.  These are known as facilitation payments, or sometimes ‘grease’ or ‘speed’ payments. Examples include a payment to clear goods through customs, or to obtain a permit.  They are a form of corruption and it is strictly forbidden for any employee to pay them.  

In certain countries or regions of the world, staff may be asked to make "personal safety payments".  These are payments that are made to avoid imminent bodily or physical harm or detention which is not in accordance with local law. Staff should only make these payments if they have a genuine fear that their safety or liberty is threatened.

With regard to contributions to political parties, Air Liquide has always maintained a neutral position concerning parties or candidates and refuses to pay such contributions except in very specific situations when duly approved and permitted by local law.

In the case of charitable donations, it is important to ensure the quality, reputation, or purpose of the charity. Moreover, donations should only be made in situations where they cannot be interpreted as an attempt to obtain an undue advantage. They must never be made to individuals nor paid in cash.

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Therefore, documentation demonstrating the appropriateness of the services provided and of the corresponding payments must be kept.

Any employee who needs help with any of the topics presented in this Anti-corruption Code of Conduct may first contact his manager, who will provide assistance.

Compliance with this Code is mandatory.  An employee who is alleged to have breached the Code will be subject to disciplinary action in accordance with internal procedures and the requirements of local labour law.  In the event that the allegation is substantiated, the company will impose such sanction as deemed appropriate in the circumstances, including dismissal.   

The company reserves the right to bring a civil claim for damages against an employee where, as a result of the breach, the company has suffered loss.

If an employee who has witnessed or suspects a breach of this Code is encouraged to report it to their immediate supervisor, the Human Resources Department or the Group Ethics Officer.  Alternatively, an employee may report it through EthiCall, Air Liquide’s dedicated ethics alert system.  Reports will be handled with integrity, confidentiality and in compliance with applicable laws and regulations.  An employee who makes a report in good faith will not be subject to any disciplinary measures or retaliation by the company.

If an employee requires any assistance in complying with this Code, they can see the assistance of their local legal department, the Group Ethics Officer or the Director of Corporate Governance.