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© Arcadis 2015
WELCOME TO THE ARCADIS GENERAL BUSINESS PRINCIPLES E-LEARNING
Arcadis’ mission is to create exceptional and sustainable outcomes for our clients in natural and built assets.
Our four core values ensure our mission is fulfilled:
Integrity Client FocusCollaboration Sustainability
Integrity
Integrity is one of our core values. It is fundamental tothe way we work.
Integrity means that we conduct our business in anhonest and responsible way, and working to thehighest professional standards. As such, we see it asour ‘license to operate’, and the core of Client Focus.
Our commitment to integrity is implemented in theArcadis General Business Principles (AGBP) andSpecific Anti-Corruption Standards (SACS).
Every person working for Arcadis must understandthe AGBP and SACS and comply with them in theirdaily work.
This AGBP e-learning is designed to develop yourunderstanding of the AGBP and SACS and toemphasize the importance of integrity and how it isrelevant to all that we do.
The AGBP e-learning consists of a short e-learningmodule. After completing the e-learning, you will begiven the opportunity to re-read the full text of theAGBP and SACS and finally you will be invited tocontinue to the test area (see right).
E-learning
You will first be guided through a short e-learning
module to:
• Remind you of the essential principles of theAGBP and SACS
• Provide some practical do’s and don’ts
The e-learning takes approximately 15 minutes to complete
Online Test
Then you will be invited to apply the AGBP and
SACS to ethical dilemmas in the online test. If you
would like to practice before taking the test, youcan go to the practice area.
The dilemmas in the test are designed to raiseawareness of potential conflicts and ethical
situations you may face in your work. Your
experience of working through them will provide areference for what is and what is not considered
appropriate conduct in keeping with the AGBP and
SACS.
The online test takes approximately 45 minutes to complete
AGBP E-LEARNING MODULE
© Arcadis 2015
A FRAMEWORK FOR ETHICAL BEHAVIOR: THE AGBP AND SACS
The AGBP are a reflection of the company we want to be
The AGBP and SACS apply not just to employees, but to all people working for
Arcadis at whatever level and in whichever company. We should all apply the
principles of the AGBP and SACS.
From time to time, we may be faced with dilemmas to which the AGBP or SACS
do not provide clear answers. These are often grey areas. To deal with those
dilemmas well, we need an open culture in which we raise and discuss issues and
give guidance to each other. If you are ever in doubt, seek guidance and direction
from your manager. This will help avoid a situation being treated as an issue where
there may not be one, or where there is an issue identify the best solutions to
properly deal with it. Nobody should feel that they need to solve dilemmas alone!
To create this type of environment, we need your involvement and support, every
day.
In the next slides, the following topics of the AGBP and SACS will be discussed:
The principles of the
AGBP set guidance for
ethical business
decisions and actions.
The SACS build on these
and provide for specific
guidance in the areas of
gifts and hospitality and
payments to third parties.
1. Possible
consequences of
violating the AGBP
and SACS
2. Conflicts of interest
3. Bribery and corruption
4. Partnering with
third parties
5. Gifts and hospitality
6. Competition
7. Privacy
8. Professional integrity
9. Reporting violations
The AGBP are expressed as a set of commitments towards the various stakeholders of Arcadis, including everyone working for Arcadis
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© Arcadis 2015
CONFLICTS OF INTEREST
We act in the best interest of Arcadis and our clients, avoiding any conflict with our personal or business activities and financial interests
A conflict of interest exists when your personalinterests, activities or situation are (likely to be) in conflictwith your ability to act in the best interests of Arcadis orour clients
Your personal interests include the interests of:
• Your (direct) family and close friends
• Any company or business in which you or yourfamily or close friends have any role or financialinterest
What is a conflict of interest?
• Purchasing services for Arcadis from companies that you
or your family have a financial interest in or of which your
family member is the contact point
• Working on a project in which your client develops
property you have an interest in
• Being involved in hiring a family member for Arcadis,
especially if it would lead to inappropriate reporting lines
between you and your family member
• Sharing confidential information you possess through
your position at Arcadis with friends or family members
or other third parties
• Promoting business ventures you are interested in within
Arcadis, for example offering your partners’ chauffeuring
services to colleagues visiting from abroad
Examples of conflicts of interest
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© Arcadis 2015
CONFLICTS OF INTEREST – DO’S AND DON’TS
If ever in doubt, seek guidance and direction from your manager. This will help avoid a situation being treated as an issue where there may not be one, or where
there is an issue identify the best solutions to properly deal with it.
DO NOT…
• …request, accept or receive any personal fee,
commission or other benefit for introducing
or referring any Arcadis client to any
non-Arcadis company
• …acquire or retain a direct or indirect financial
interest in a supplier or competing company
(excluding shares held in a publicly traded company)
without the agreement of your management
DO…
• …avoid situations where your personal interest
(including those of your family and close friends)
may conflict with your ability to act in the best
interest of Arcadis or its clients
• …immediately inform your manager of any personal
interest you or your family may have in any client or
supplier of Arcadis
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© Arcadis 2015
BRIBERY AND CORRUPTION
Zero tolerance – bribes in any form are unacceptable
• Corruption is a broader concept than bribery. However,
typically and within Arcadis they are used interchangeably
and both are prohibited. Bribery generally involves:
Offering, promising or giving some advantage
(whether in cash or in another form);
or
Requesting, receiving or accepting some advantage;
in each case
as an inducement to bring about or reward some improper
performance or undue business advantage
• Bribes may include money, gifts, hospitality, expenses and
reciprocal favours
• The advantage can be for Arcadis, another entity or personal
• Agreeing to bribery, even if in the end it does not happen
and/or cash or other compensation does not exchange
hands, is already enough to amount to a criminal offense
• Political and charitable contributions are subject to management
approval. Be aware of the potential for them to be a form of
bribery
What is bribery and corruption?
• In 2016 Arcadis went to a full ban on facilitating
payments, even if local laws and regulations
were to permit them
• Facilitating payments are:
Small amounts paid to a governmental official to
encourage the official to start or expedite
performance of a ‘routine governmental action’
that they are already required to do
• For example, a government official indicating
Arcadis will receive the permit it applied for
within several weeks, but then stating he could
speed up the process in exchange for a
small compensation is asking for a facilitating
payment
• However, taking advantage of a formal
publicized “fast track” procedure operated by a
government department, whereby an additional
advertised payment is made to expedite a
process is not a facilitating payment
What are facilitating payments?
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© Arcadis 2015
BRIBERY AND CORRUPTION – DO’S AND DON’TS
The appearance of a bribe can be as damaging to Arcadis as an actual bribe
DO NOT…
• …request or accept a payment or other benefit to
improperly award business to or from clients,
agents, partners, subcontractors, suppliers, officials
or others
• …make or offer a payment or other benefit to
improperly obtain business for Arcadis (‘If I do this
for you, what can you do for me?’)
• …make facilitating payments even if local laws and
regulations permit
DO…
• …contact your manager or local compliance officer
immediately if in doubt about the legitimacy of a
particular payment, proposal or request. Nobody is
alone in solving bribery dilemmas!
• …realize that bribes can come in many forms
and shapes
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© Arcadis 2015
PARTNERING WITH THIRD PARTIES
Contact your local legal team if you have any questions concerning partnering with third parties
Partnering is when Arcadis
renders services in
cooperation with third
parties, e.g. sub-consultants,
JV partners and agents.
Inappropriate behavior by
parties we work with can
affect the reputation of
Arcadis, and in some cases
result in liability for Arcadis.
Therefore, they must be of
good reputation and be
known to act with integrity.
What is partnering?
• When selecting a partner you must ensure they will act with integrity. To this end,
you should undertake the appropriate checks, such as:
− Conduct a proper due diligence
− Ensure that the services third parties are to provide and the terms of their
appointment are clearly documented in writing
− Confirm that the fees are reasonable and in proportion to the services provided
and are payable to the party appointed
− Provide third parties with a copy of the AGBP and have them confirm in writing
their acceptance to observe the principles within the AGBP
• At any time, any (potential) “red flags” regarding the integrity of the third party
must be followed up upon (discuss with your local legal team)
• Apart from flagging potential integrity issues, you should also consider
commercial concerns, such as whether the third party is suitably qualified and
experienced. Please follow your business protocol in this respect
• Please refer to your region’s partnering policy for further guidance on how to
manage risks involved with partnering, an overview of preferred suppliers/
strategic partners and a set of terms and criteria for selecting and evaluating
external partners
Key principles
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© Arcadis 2015
PARTNERING WITH THIRD PARTIES – DO’S AND DON’TS
Follow up on any circumstances that cause you to believe that there is or may be improper behaviour by the third party
DO NOT…
• …make a payment to a third party other than as
detailed and other than to the party named in the
agreement
• …agree to make payments in cash, or to offshore
entities, or to numbered accounts
• …make a payment to a third party if you know or
suspect that they may use or offer the payment
directly or indirectly as a bribe
• ... underestimate the importance of confirming in
writing principle agreements, variations to contracts
and key verbal discussions
DO…
• …ensure that third parties you engage on behalf of
Arcadis are legitimate service providers that have a
good reputation and are known to act with integrity.
Before engaging any such party you need to
undertake appropriate checks
• …provide third parties with a copy of the AGBP and
inform them that their compliance with the policies is
a term of their appointment and that a violation can
be cause for early termination
• …be especially cautious when you engage an
agent, as an agent represents Arcadis and any
impropriety will directly reflect on Arcadis
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© Arcadis 2015
GIFTS AND HOSPITALITY
Appearance is everything! You should avoid even the appearance of impropriety
• Gifts and hospitality may only be given or accepted:
− As a business courtesy; and
− When based on a practice that is accepted locally
and in the industry; and
− When in compliance with laws and the other party’s
own ethics policies
• The acceptance of gifts and invitations may not:
− Have a value that may influence a business decision;
or
− Lead to a relationship of dependency; or
− Create the appearance of impropriety
Key principles• Do not give or accept gifts in cash (unless
where local customs and business
practice so require and if specifically authorized
by the Executive Board)
• Please refer to your local policy on gifts and
hospitality for specific guidance on limits in
value and number of gifts and hospitality
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© Arcadis 2015
GIFTS AND HOSPITALITY – DO’S AND DON’TS
Business decisions for Arcadis should always be based upon legitimate business considerations for Arcadis
DO NOT…
• …accept or offer travel and overnight
accommodation, except when appropriate for certain
business, training and study purposes and when
approved by your management
• …offer or accept gifts or hospitality during a pre-
qualification or tender process
• attempt to divide or disguise the value or frequency
of a gift or gifts or accept anything delivered to your
home address
DO…
• …always consider: do I feel comfortable telling other
people about this gift or hospitality? How would I feel
if this was on the front page of tomorrow’s
newspaper? If you are struggling to justify it for
yourself, it is probably not okay and you should
seek guidance
• …check your local gifts and hospitality policy for
guidance on acceptable limits
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© Arcadis 2015
FAIR COMPETITION
We support the principle of free enterprise and fair competition as a basis for conducting our business and observe applicable competition laws and regulations
• Fair competition is when competitors operate and make
their decisions independently and compete with each
other on such matters as price, territory, quality and
innovation
• Competition law generally seeks to encourage and
preserve competition and penalize anti-competitive
behaviours
• Competition law prohibits the abuse of a dominant
position (usually a market share in excess of 20%). A
dominant position is not in itself anti-competitive, but if
the company exploits this position to eliminate
competition, it is considered to have abused it
What is fair competition?
Broadly speaking, two types of practices and/or
arrangements should be avoided at any time:
• Exchanges with competitors of sensitive business
information on prices, sales, bids, profit margins,
strategy, costs or any other factor that determines or
influences Arcadis’ competitive behavior with the aim to
solicit parallel behavior from the competitor
• Entering into an agreement with a competitor not to
compete, to restrict dealings with suppliers, to submit
uncompetitive offers for bidding or to divide up
customers or markets (sometimes called “cartels”)
An agreement doesn’t have to be in writing for it to be
illegal. You can break the law if you have an informal
conversation (or “gentleman’s agreement”) with a
competitor, even if the agreement isn’t carried out
Key principles
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© Arcadis 2015
FAIR COMPETITION – DO’S AND DON’TS
If you think any action might be anti-competitive, contact your local legal team without delay
DO NOT…
• …engage, directly or indirectly, with a client
regarding terms of a tender outside of
the stated tender rules and procedures
• …discuss or exchange information with
competitor(s) relating to price, other terms of trade,
clients, bids or plans (other than with involvement of
your local legal team)
DO…
• …discuss with your local legal team any proposed
collaboration with a competitor whether in joint
venture, consortium, prime and sub-consultant
or otherwise
• …report immediately to your local legal team any
improper discussion or an attempt to have such
by a competitor (even when you have declined
the discussion)
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© Arcadis 2015
PRIVACY
Arcadis is committed to managing personal data in a professional manner in compliance with the law
• Privacy includes the protection of access to and use of
personal data
• Personal data is broadly defined as information from
which you can directly or indirectly identify someone,
such as name, date of birth, addresses, staff number,
job group, pictures and signatures
What is privacy?
• We respect the right to privacy of everyone we work
with, both internally and externally, and we ask
everyone to make sure personal data is not misused or
abused
• You may only process personal data for legitimate
business purposes, for example personnel
management, the development and improvement of
services, management reporting, marketing and legal
and regulatory compliance
• Personal data must be accurate and relevant. This
means you should inform Arcadis where personal data
you have provided changes; and where you have
responsibility for colleagues’ or clients’ personal data,
you should process any changes to their personal data
that you are made aware of
• Personal data must be properly protected from
inappropriate access or misuse
Key principles
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© Arcadis 2015
PRIVACY – DO’S AND DON’TS
If ever in doubt, seek guidance and direction from your manager or local legal team
DO NOT…
• …collect and process sensitive data, i.e. ethnicity,
health, criminal records, sexual preference or
religious beliefs without consulting your local
legal team
• …access personal data unless necessary for the
performance of your job. Please take this into
account when sharing data and only send personal
data to people on a ‘need to know’ basis
• …keep personal data for longer than is necessary
for the purpose it was processed for. However, keep
in mind that we may have to keep such data, for
example for obligations under our client
appointments, law or to defend any claim that may
be brought against us. If in doubt, seek guidance
and direction from your local legal team
DO…
• …inform colleagues or clients when you process
their personal data for another purpose than it was
originally collected for, unless the processing is
otherwise covered by a privacy notice or policy
• …safeguard personal data properly when
transferring it to third parties outside of Arcadis.
Please contact your local legal team as in most
cases a contract with the third party will be needed
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© Arcadis 2015
PROFESSIONAL INTEGRITY
It is essential to act with integrity in all professional matters
• Be respectful and courteous towards your
colleagues. You should seek an open and
inclusive atmosphere and communicate in
an appropriate and positive manner with
your colleagues
• Any form of discrimination or harassment
is not accepted
Office Conduct –Key principles
• You should maintain records of your (trans)actions in an
accurate and transparent manner and in accordance with
applicable procedures
• You should keep correct and accurate records, such as
invoices, accounts, employee timesheets or expense
sheets
• You should maintain the confidentiality of information that
is obtained from the client in the process of performing our
services. You should also keep confidential any document
or report prepared for a client unless otherwise agreed
• You are responsible for the proper use, protection and
conservation of Arcadis’ assets and resources. This
includes all Arcadis’ (intellectual) properties, equipment,
financial data, company know-how and
confidential information
Record keeping, fraud, confidentiality & proper use of companies assets
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© Arcadis 2015
PROFESSIONAL INTEGRITY – DO’S AND DON’TS
DO NOT…
• …use Arcadis’ assets, resources or information for
your or your family’s or friends’ personal benefit
• …seek to hide or conceal a transaction or payment,
mischaracterize it, or record or deal it with other than
in accordance with approved procedures
• … disclose any of Arcadis’ or clients’ confidential
information
• … share non-public information which can generally
be expected to affect the share price of Arcadis’ or
clients’ shares until the information is publicly
released by authorized management in accordance
with applicable legal requirements and stock
exchange regulations
• … trade in Arcadis securities whilst in possession of
‘inside information’
DO…
• …treat your colleagues and customers as you would
like to be treated yourself
• …contribute to an open and trusting working
environment by discussing business dilemmas and
issues with colleagues or your supervisor
• …record your time and bill clients correctly. For
example, if you have been asked to enter your
timesheet in advance and you end up spending less
time, correct the timesheet. If you don’t, you are
defrauding clients
Employees are encouraged to demonstrate the Arcadis values: Integrity, Client Focus, Collaboration and Sustainability
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© Arcadis 2015
WHAT DO I DO, WHEN?
Reporting wrongdoing is very important and the right thing to do!
When you suspect a violation of our core values, the AGBP,SACS or other external or internal policies and regulations hasoccurred or may occur, it is important to report this. Arcadisrecognizes it may be not be easy to report wrongdoing,however, when we know of a (potential) issue, we can addressit and can probably mitigate (some of the) consequences.Please use the following reporting lines:
1. To your immediate supervisor;
2. To your local management;
3. To your local Compliance Officer/Committee;
4. To the management of the region;
5. To the regional Compliance Officer/Committee;
6. To the corporate Compliance Officer/Committee; or
7. To the Arcadis Audit & Risk Committee.
If the person first listed is not available to you, the issueconcerns that person, or if you are not comfortable reporting tosuch person, you should report to the next person mentioned
…I suspect a violation?
If you are not comfortable with the reporting procedure
or prefer to remain anonymous, you can call the
Integrity Line (click here for a list of free-phone
numbers in each country)
…I prefer to remain anonymous?
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© Arcadis 2015
HOW DOES THE INTEGRITY LINE WORK?
• If you wish to remain totally anonymous, you can report violations through the Integrity Line
• As long as you raise a compliance-concern in good faith, you will be protected against retaliation
• The Integrity Line is managed independently by an external party: SpeakUp
1
2
3
4
• SpeakUp transcribes and
translates your message
• Message notice sent by
e-mail to Chief Compliance Officer
• Dial freephone number
• Receive instructions in your own language
• Receive unique case-number
• Leave your message
• SpeakUp is notified by e-mail of the reply
• SpeakUp translates the reply and records
voice message under case-number
• You can listen to the
message
• Compliance Officer reads
your message
• Compliance Officer leaves
written reply to your message
Arcadis will not hold employees accountable for any loss of business resulting from compliance with the AGBP and SACS 19
© Arcadis 2015
BE AWARE OF CONSEQUENCES OF VIOLATING THE AGBP AND SACS, FOR THE COMPANY AND FOR YOU INDIVIDUALLY
Violations of the AGBP and SACS could also be a violation of laws and regulations and expose Arcadis and individuals to prosecution and fines
• Adherence to the AGBP and SACS is required of every person working for
Arcadis
• The AGBP and SACS incorporate key principles in the areas of, among
others, fair competition, privacy, anti-bribery and corruption. Violations of
legislation in these areas expose both Arcadis and individuals to sanctions.
Arcadis risks company prosecution, penalties and fines. Individuals risk
fines and imprisonment
• Violating the AGBP, SACS and/or legislation may also have other severe
consequences for Arcadis, such as reputational damage, issues with
(potential) clients and a decrease in Arcadis’ share price
• Many companies and increasingly company employees have already
experienced the consequences of violating legislation first hand (see right)
• Compliance with the AGBP and SACS avoids exposure of Arcadis and
those working for it to the risk of sanctions and other harmful
consequences
• Your local legal team and compliance officer are there to help you, always
seek their guidance when in doubt
MARCH 8, 2016A former CEO of the Brazilian’s largest
construction company Odebrecht SA is
sentenced to more than 19 years in prison
for involvement in a corruption scheme at
state-run oil and energy firm Petrobras
Top 8 fines for company violations
of US anti-bribery and corruption
legislation:
1 Siemens (Germany): $800m in 2008
2 Alstom (France): $772m in 2014
3 KBR/Halliburton (USA): $579m in 2009
4 BAE (UK): $400m in 2010
5 Total SA (France) $398m in 2013
6VimpelCom (Holland/Russia)
$397.6m in 2016
7 Alcoa (U.S.) $384m in 2014
8Snamprogetti Netherlands B.V. / ENI
S.p.A (Holland/Italy): $365m in 2010
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© Arcadis 2015
SO, NOW YOU KNOW WHAT TO DO… RIGHT?
• We hope the refresher of the key principles of the AGBPand SACS in the previous slides was a useful reminder.
• These are both the basis for conducting work for Arcadis, aswell as for making the right decision when faced with anethical dilemma.
• By nature we cannot address all topics in AGBP and SACSexhaustively in this training. You can read the full text of theAGBP and SACS via the buttons on the right.
• And remember, both in the test area and in real life, trust yourinstincts as well. Even if you are not completely suresomething is an issue, if it seems suspicious, it probably is. Ifyou have a sense of discomfort, you are encouraged todiscuss this internally.
• Confirming your compliance with the AGBP and SACS
• Now, as everyone working for Arcadis is required to confirmthey have read, understood and acknowledge they willcomply with both the AGBP and SACS, we ask you to(re)confirm this on the next page by clicking on “I Agree” atthe bottom. You will then be invited to continue to the testarea.
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