In this Anti-Corruption and Anti-Bribery Policy (“Policy”)1, “Vista Global” or “VGH” refers to Vista Global Holding Limited, a company incorporated in the United Arab Emirates, having its registered address at Unit GV11, L1, Unit 106 , Level 1, Gate Village Building 11, Dubai International Financial Centre, Dubai, 507213, United Arab Emirates and with registration number 2953, and any of its subsidiaries and/or affiliate companies.
Vista Global takes a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all its business dealings and relationships. Vista Global is committed to implementing and enforcing effective systems to counter bribery and corruption. The integrity of our Employees and our Associated Persons is critical to Vista Global’s success.
This Policy applies to:
Contracts and agreements executed between Vista Global and Associated Persons may contain more specific provisions addressing some of the issues set out in this Policy. Nothing in this Policy is meant to supersede any more specific provision in a particular contract or agreement executed between Vista Global and an Associated Person, and to the extent there is any inconsistency between this Policy and any other provision of a particular contract or agreement, the provision in the contract or agreement will prevail.
This Policy is intended to supplement and not replace other Vista Global codes of conduct, policies, rules and procedures that are applicable to Officers and Associated Persons from time to time. If any Officer or Associated Person has any doubt as to the codes, policies, rules and procedures applicable in a given situation, or if any Officer or Associated Person perceives any conflict or inconsistency between this Policy and any other Vista Global code of conduct or any other Vista Global policies, rules or procedures, then he/she should raise the issue with, and seek direction from Compliance and Ethics at firstname.lastname@example.org. This Policy is a statement of principles and expectations for individual and business conduct. It is not intended to and does not in any way constitute a contract, an employment contract, or assurance of continued employment, and does not create any right in any Officer or Associated Person. The enforcement and interpretation of this Policy rests solely with Vista Global. This Policy only creates rights in favour of Vista Global. The headings contained in this Policy are for convenience only and shall not be interpreted to limit or otherwise affect the provisions of this Policy.
The examples, red flags, and case scenarios referred to in this Policy are not exhaustive or exclusive and are included solely as guidance. Officers and Associated Persons must be aware that there are other situations which may raise bribery or corruption concerns.
In addition to terms defined elsewhere in this Policy, the following definitions shall apply in this Policy unless the contrary intention appears:
“Public Official(s)” includes:
As such, Public Officials include honorary government officials; members of boards, officers, directors and employees of governmental, quasi-governmental or government-owned companies; members of royal or ruling families; and officials of public international organisations such as the World Bank, International Monetary Fund and the World Trade Organisation.
“Things of Value” means bribes, a financial advantage, favour or any other benefit, whether in cash or in kind, tangible or intangible. Examples include (without limitation): gifts, meals, entertainment, hotel accommodation, complimentary Vista Global air travel, or offers of employment.
“Third Party” means any individual or organisation that any Officer or Associated Person comes into contact with during the course of his/her/its work for Vista Global, and includes actual and potential customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies, including their advisors, representatives and officials, politicians and political parties.
The US Foreign Corrupt Practices Act prohibits U.S. persons and, in some cases, foreign persons, from corruptly offering, authorizing, or making payments, or giving anything of value, to any foreign official or political parties for the purpose of obtaining or retaining business.
For case scenarios illustrating the offence of bribery refer to Appendix 1.
Officers and Associated Persons may not, directly or indirectly, (i) offer, (ii) promise, (iii) agree to pay, (iv) authorize payment of, (v) pay, (vi) give, (vii) accept, or (viii) solicit Things of Value to or from any Third Party in order to secure or reward an improper benefit or improper performance of a function or activity, or to obtain or retain business.
Good faith hospitality and promotional expenditure to improve Vista Global’s image, present its services, or establish cordial relations with clients, may be deemed legitimate, provided it is reasonable, proportionate and made in good faith; however, it needs to be made clear that the Penal Code of the UAE does not set any minimum threshold that would constitute a bribe and accordingly the relevant authorities of the UAE would assess any such expenditure on a subjective basis, considering many factors, including the cost, proportionality, custom of parties, timing etc. It is essential to draw a distinction between what is legitimate in business situations and what is bribery; any gift or hospitality that seeks to influence the recipient into performing their function improperly would be considered a bribe.
Generally, the giving or receiving of modest gifts, entertainment, or other business courtesies is permissible if the following requirements are met:
Facilitation payments are strictly prohibited. Facilitation payments are typically small, unofficial payments made to secure or expedite a routine or necessary government action by a Public Official, when Vista Global would have already paid for, or is entitled to, that action.
Vista Global is proud of its strong commitment to assist charities. Vista Global also sponsors third party events and activities in various ways from time to time. While charitable donations and sponsorships are encouraged, all donations and sponsorships must be made in accordance with Vista Global’s high ethical standards and in compliance with all applicable laws.
It is common for Public Officials, current or prospective Vista Global business partners, and suppliers, to be involved in charitable or not-for-profit organisations, and they may request charitable donations or sponsorships from Vista Global, Officers or Associated Persons. In any such event it needs to be ensured that the donation or sponsorship is not an indirect way of conferring a personal benefit on a Public Official or business partner or supplier, and that the contribution or sponsorship is not made in exchange for obtaining or retaining business, or to influence a purchasing or other decision affecting Vista Global’s interests. Charitable donations or sponsorships to charitable or no-for-for profit organisations involving Public Officials or current or prospective Vista Global business partners or suppliers, may only be granted by Vista Global, Officers or Associated Persons subject to written approval by a Vista Global Director on a case by case basis.
Candidates for political office, political parties and party officials may also seek political contributions from Vista Global, Officers or Associated Persons. Officers and Associated Persons should not make payments, whether in cash or in kind, to political candidates, political officials or political parties for the purpose of obtaining, retaining or directing business to Vista Global or any other entity. In-kind contributions can include participation in political campaigns during paid working hours and the use of administrative support, Vista Global facilities, equipment and supplies. Political contributions to candidates for political office, political parties, or party officials, may only be granted by Vista Global, Officers or Associated Persons subject to written approval by Vista Global’s Board of Directors on a case by case basis.
There can be cases when a Public Official or current or prospective business partner, or supplier, may ask an Officer to help find a job for a relative or friend, or suggest that a relative or friend be offered an internship or similar position within Vista Global. It may also be the case that they might seek to play a role in a future Vista Global employment decision, or may seek employment for themselves in anticipation of leaving a current position.
Offers of employment should not be given in exchange for or to reward any benefit received by Vista Global, and Officers should not offer employment in order to seek any advantage in any business venture.
Associated Persons (refer to the definition of this term on the first page of this Policy, but includes without limitation, the suppliers and contractors of Vista Global) are important to Vista Global’s operations in many ways, and many of them are integral to Vista Global’s business.
Relevant laws in countries in which Vista Global operates, however, make it clear that activities and conduct of an Associated Person can create liability for Vista Global.
Officers may not circumvent Vista Global’s policies and procedures by using an Associated Person to do what Vista Global could not do itself.
Associated Persons should be carefully selected and evaluated before being retained by Vista Global, and Associated Persons should be selected solely on the basis of merit.
Officers should be alert to Associated Persons where the businesses or services are to be performed in a country, industry, sector, or in respect of special projects, where there is a history of corruption.
Appendix 2 sets out examples of “red flags” that may signify a heightened risk to Vista Global. If a potential Associated Person or Associated Person exhibits one or more of these “red flags,” either before entering into a business relationship, or while that relationship is ongoing, the Officer must raise those issues with his/her direct supervisor for further review and due diligence.
In addition, in order to reduce risks that an Associated Person will engage in improper conduct on behalf of Vista Global, oral agreements or arrangements with an Associated Person are strictly prohibited; all agreements and arrangements shall be recorded in writing. Written agreements with Associated Persons must accurately reflect the substance of the agreement in a clear way.
Officers should record all financial transactions according to Vista Global’s financial and internal control policies and procedures. No undisclosed or unrecorded accounts of Vista Global may be established for any purpose. False, misleading, incomplete, inaccurate, or artificial entries in the books, records, or accounts of Vista Global are prohibited.
All accounts, invoices, memoranda and other documents and records relating to dealings with Third Parties, such as clients, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness. No accounts may be kept "off-book" to facilitate or conceal improper payments.
Personal funds should not be used to accomplish what is otherwise prohibited by this Policy.
To ensure this Policy is followed correctly, Vista Global’s Compliance and Ethics function and/or Vista Global auditors may conduct unannounced audits. These audits may include the review of agreements/contracts with Associated Persons, the review of transaction files and financial records, and random interviews with Officers and Associated Persons. Full cooperation with those audits is required of all Officers and Associated Persons.
Vista Global is fully committed to developing a Speak up culture - Officers and Associated Persons should not be afraid to speak up if they think that something is wrong or needs to be fixed. Officers and Associated Persons should at all times feel comfortable sharing their views, asking questions, flagging anomalies, expressing concerns, or reporting perceived violations of this Policy. If an Officer or Associated Person becomes aware of any suspected or known violations of this Policy, then he/she has a duty to promptly report such concerns in accordance with Vista Global’s Speak Up Procedure for Reporting Concerns Relating to Financial Matters (available online at https://vistaglobal.com/ (or at any other location indicated by Vista Global at any time), and on Vista Global’s internal online systems that are effective from time to time and are accessible by all Officers.
If an Officer fails to comply with this Policy, then he/she may be subject to disciplinary action that may include dismissal from employment. Disciplinary measures will depend on the circumstances of the violation and will be applied in a manner consistent with Vista Global’s policies. In addition, Officers who violate the law during the course of their employment may also be subject to criminal and civil action.
In the event that an Associated Person fails to comply with any provision in this Policy and does not remedy the failure (if such a failure is remediable) within 10 days of such Associated Person being notified in writing of the failure by Vista Global, then Vista Global may terminate the business relationship with such Associated Person (including terminating all contracts and agreements in force between Vista Global and such Associated Person) by means of written notice to such Associated Person, with immediate effect, without need of judicial recourse, and without liability for compensation or damages (whether direct and/or indirect) of any type or nature in favour of such Associated Person.
Vista Global will unilaterally review this Policy on a regular basis at its absolute discretion, and will introduce revisions where necessary or appropriate. Vista Global may also issue addenda, guidelines and memoranda from time to time to supplement this Policy. The latest version of this Policy and of any addenda, guidelines and memoranda will always be available online at https://vistaglobal.com/, and on Vista Global’s internal online systems that are accessible by all Officers. It is the responsibility of Officers and Associated Persons to access these online systems regularly to view the latest version of this Policy and of any addenda, guidelines and memoranda, from time to time.
Waivers of this Policy may be granted by a Vista Global Director (or any delegate authorised by the Vista Global Board of Directors) only in exigent circumstances.
Officers and Associated Persons shall periodically, whenever requested by Vista Global, individually confirm in writing, or by any electronic means introduced by Vista Global from time to time, to Vista Global that he/she/it has read this Policy and agrees to comply therewith.
A Vista Global Director offers a jet fuel supplier representative free air travel on VistaJet aircraft, but only if the supplier agrees to increase credit terms from 30 days to 90 days in the upcoming fuel contract.
This would be an offence as the Vista Global Director would be making the offer to gain a commercial and contractual advantage. Vista Global may also be found to have committed an offence because the offer has been made to obtain business for it. It may also be an offence for the fuel supplier’s representative to accept Vista Global’s Director offer.
The Sales Representative of an aircraft maintenance provider offers to take a Vista Global Director on a family holiday if he agrees to procure maintenance services for VistaJet’s aircraft from his facility.
It is an offence for the Sales Representative to make such an offer. It would be an offence for the Vista Global Director to accept the offer as he would be doing so to gain a personal advantage.
A Vista Global Officer makes an additional payment to a foreign Public Official to speed up the issuing of a registration licence for a Vista Global sales office in a remote Asian country. There is no official process for speeding up the issuing of a licence in the country.
The offence of bribing a foreign Public Official has been committed as soon as the offer is made. This is because it is made to gain a business advantage for Vista Global. Vista Global itself may also be found to have committed an offence, if it has failed to prevent such occurrences negligently.
Q. What should I do if I believe an Associated Person of Vista Global, is passing on money to a third party?
A. You should contact Compliance and Ethics at email@example.com or your direct superior and make them aware of the situation. It is important to keep detailed evidence of all your dealings with the Associated Person concerned. This activity would be against the Vista Global’s anti-corruption and anti-bribery Policy and may also be illegal.
Q. What should I do if I believe the amount we are paying to an Associated Person, such as a supplier of office stationary services, seems large?
A. If the size of the payment seems out of proportion to the service provided then it should be brought to the attention of Compliance and Ethics at firstname.lastname@example.org or your direct supervisor.
Q. If I am told that it is customary to give and receive additional cash payments in a country to which we operate, can I do so?
A. In any such event you should contact Compliance and Ethics at email@example.com or your direct superior immediately.
Q. A Public official from the Dubai Health and Safety Authority has discovered a number of small safety violations at a Vista Global office. He threatens to close down the office unless he is paid a sum of money on the spot – can I do this?
A. No. Vista Global’s anti-corruption and anti-bribery Policy is clear that Vista Global will not make facilitation payments of any kind. If you are requested to make such a payment you should contact Compliance and Ethics at firstname.lastname@example.org or your direct supervisor immediately.
Q. A government official working on an application filed by Vista Global to build new offices in Dubai expects a modest facilitation payment to be made – can I do this?
A. No. Vista Global’s anti-corruption and anti-bribery Policy is clear that Vista Global will not make facilitation payments of any kind. If you are requested to make such a payment you should contact Compliance and Ethics at email@example.com or your direct superior immediately.
Q. How do I know if something is a bribe?
A. In most circumstances, common sense will determine when a bribe is being offered. However, the following questions can help you make an objective assessment if in doubt:
Q. Who is a Foreign Public Official?
A. A Foreign Public Official includes (i) anyone who holds a foreign legislative or judicial position; (ii) individuals who exercise a public function for a foreign country, territory, public agency or public enterprise; or (iii) any official or agent of a public organisation.
(In the following list, Associated Person shall also include potential Associated Persons):