Global Anti-Bribery Program

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Global Anti-Bribery Policy for Vendors and Representatives

The following guidelines are derived largely from the United States Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act 2010 (“UK Bribery Act”) and other applicable anti-corruption laws and no deviation from these guidelines is permitted.

ANY VENDOR OR REPRESENTATIVE OF HANESBRANDS INC. OR ANY OF ITS SUBSIDIARIES, OR RELATED ENTITIES (“HBI”) WHO VIOLATES THESE GUIDELINES WILL MATERIALLY BREACH ITS CONTRACT WITH HBI.  In addition, any vendor or representative found guilty of violating the FCPA, the UK Bribery Act or other anti-bribery laws could be personally subject to: (1) criminal fines and/or U.S. or overseas imprisonment for each violation; and (2) unlimited civil fines.  Such violation could also subject HBI to severe criminal and civil penalties and reputational damage.

A.  OVERVIEW OF FCPA

The FCPA is intended to restrict companies, including HBI, their employees, representatives, agents and foreign subsidiaries from making or offering to make illegal payments or political contributions to foreign (i.e. non-U.S.) public officials for the purpose of obtaining or retaining business or to otherwise secure any improper advantage.  It applies, in relevant part, to any U.S. citizen, companies listed in the U.S. (like HBI) or with subsidiaries in the U.S. and to entities or individuals acting on behalf of U.S. companies or other covered entities.  The FCPA has two main components:  (1) anti-bribery and (2) accounting control provisions.

1.           Anti-Bribery Provisions.  The FCPA prohibits bribes or the offering of bribes to a foreign official, foreign political party, party official, or candidate for foreign political office for the purpose of obtaining or retaining business or directing such business to any person or otherwise to secure any improper advantage.

The term “foreign official” includes any officer or employee of an international agency, a foreign government (i.e. “non-U.S.”) or any department, agency, or instrumentality of a foreign government, any employee of any government-owned (in whole or in part) entity, any foreign political party, foreign party official or candidate for foreign political office, and any person acting on behalf of any one or combination of these, including part-time government employees and any other person if there is reason to believe that such person would pass on a prohibited payment or benefit to an officer or employee of a foreign government.  Family members of the previous categories or members of a royal family are also considered “foreign officials.”

The FCPA’s definition of “bribe” includes anything of value (cash or anything else) given or offered as an inducement to obtain, retain, or direct business or otherwise to secure any improper advantage.  The bribe need only influence a foreign official to do or refrain from doing something in violation of his or her lawful duty.

2.           Accounting Control Provisions.  The FCPA requires publicly traded U.S. companies, including HBI, to maintain reasonably complete and accurate books and records and to devise “sufficient” systems of internal accounting controls which satisfy FCPA requirements.  These accounting and record-keeping requirements are intended to prevent techniques to hide unlawful bribes such as off-the-books “slush” funds and intentionally misrecorded illegal payments.  The guidelines set forth below contain certain procedures that must be followed to ensure compliance with the FCPA’s accounting and record-keeping requirements.  The procedures set forth below are not exhaustive.

B. UK BRIBERY ACT

Like the FCPA, the UK Bribery Act makes it a criminal offense to bribe foreign public officials (in this case, non-UK officials).  However, under the UK Bribery Act, it is also an offense to (i) bribe any private individual or company; or (ii) accept any bribe.  Both individuals and corporate entities (like HBI) may commit criminal offenses under the UK Bribery Act.

HBI has a business presence in the UK and seeks to comply with the UK Bribery Act on a worldwide basis.  The company is expected to take all reasonable steps to prevent third-parties from paying bribes on its behalf and may incur criminal liability if it fails to prevent bribery by such persons.  For this reason, it is crucial that you fully understand and comply with these guidelines and HBI’s compliance program.

C.  POLICY GUIDELINES

The following guidelines are applicable to all HBI vendors or representatives and other third-parties engaged to work on HBI’s behalf.

  1. No HBI vendor or representative may:
  • make any payments (in cash or otherwise) or provide anything of value to any  public official (which includes any official or employee of a government, government-owned entity, international agency, political party or candidate for political office, and any person acting on behalf of any such person or a family member of any such person).
  • make a gift of any kind to any public official.
  • make any payments or provide any financial or other advantage (cash, gifts,  or otherwise) to any other business person or entity to obtain or retain business or for the purpose of gaining an unfair business advantage. DON’T BRIBE!  PERIOD!  NOT GOVERNMENT OFFICIALS! NOT PRIVATE PARTIES!
  • accept any payments or any financial or other non-financial gifts or remuneration in order to provide an unfair advantage to any other business person or entity dealing with HBI. DON’T ACCEPT BRIBES!  PERIOD!   

2.         No HBI vendor or representative may engage in any activity, domestic or foreign, which he or she knows or has reason to believe circumvents HBI’s systems, procedures, and controls for (i) internal accounting, fund expenditure, and purchasing or (ii) the sale, barter, transfer, or disposition of assets.

3.           If an HBI vendor or representative is approached or asked to hide the identity of the other party to a transaction or to participate in an illegal payment, an “off-the-books” payment, a payment in cash, or a payment to a third party or bank account outside the country in which the services were provided, he or she must refuse to take such action and must immediately report the incident to HBI.

Any reported activities that appear to be inconsistent with this Policy will be investigated appropriately.  Appropriate measures (up to and including the termination of the vendor’s or representative’s contract with HBI) will be taken with respect to any violation.

This Policy does not address every aspect of the FCPA,UK Bribery Act, local anti-corruption laws and our anti-bribery standards.  It is instead intended to generally explain the FCPA and UK Bribery Act and to provide guidelines for HBI vendors and representatives.  It is the vendor’s or representative’s responsibility to be familiar with the requirements of the FCPA, UK Bribery Act, local anti-corruptions laws and any related case law or legal authority.