Global Anti-Bribery and Corruption Policy

Effective as of January 1, 2016
Updated as of November 16, 2020

IDEXX Laboratories, Inc. ("IDEXX") is committed to being a good corporate citizen in every country in which we do business, and will act legally, ethically and in accordance with our Code of Ethics, this Global Anti-Bribery and Corruption Policy (this "Policy") and our fundamental values and principles.

In addition to our previous compliance efforts, IDEXX has adopted this Policy, which supplements IDEXX’s Code of Ethics. This Policy aims to increase awareness among our employees and our global business partners about the U.S. Foreign Corrupt Practices Act ("FCPA"), the U.K. Bribery Act ("UKBA") and other anti-bribery and corruption laws to enable avoidance of unintended violations and identify potential issues so they may be addressed appropriately. Any violation of anti-bribery and corruption laws can lead to severe civil and criminal penalties for you, other IDEXX employees, our global business partners and IDEXX. To protect you and IDEXX, it is vital that you understand and appreciate the importance of this Policy and comply with it.

For the purposes of this Policy, global business partners are third parties, including, but not limited to, distributors, resellers, agents, brokers, consultant, representatives, suppliers and/or other third parties who act on behalf of IDEXX and/or represent IDEXX to the outside world (collectively referred to as "Business Partners." 

Who does this policy apply to?

This Policy applies to IDEXXers, including all members of the IDEXX workforce around the world (employees and contractors of all IDEXX businesses and subsidiaries worldwide) and our Global Business Partners.  Compliance with this Policy includes compliance with the programs, procedures and guidelines that are established from time to time in support of this Policy, including the Global Anti-Bribery and Corruption Program.

Some background

The majority of countries in which IDEXX does business have enacted laws aimed at combating bribery and other forms of corruption. These laws include the FCPA, the UKBA, as well as an ever-growing patchwork of localized anti-bribery and corruption laws.  Under these laws, it is a crime to give, pay, or promise anything of value in order to improperly influence an act or decision to obtain, retain and/or direct business or to secure an improper advantage of any kind.  Importantly, a number of these laws, including the FCPA and the UKBA, may apply to corruption anywhere in the world.

The consequences of failing to comply with the FCPA, the UKBA or similar anti-bribery and corruption laws are potentially severe. Violations by any IDEXX employee or Business Partner may result in millions of dollars in fines against IDEXX and may subject the violating individual to prosecution, criminal fines and imprisonment.  In addition, actual or perceived violations of anti-corruption laws can tarnish IDEXX’s reputation.

Policy statements and implementation of a global anti-bribery and corruption program

This Policy has four key statements:
  1. We do not bribe.
  2. We do not permit our Business Partners to bribe
  3. We comply with this Policy, and if local laws are more restrictive, we comply with local laws too.
  4. We keep accurate books and records, and we communicate up any potential Policy violations or "red flags."
     

In light of the potential significant consequences if any IDEXX employee or Business Partner were to violate any anti-bribery and corruption law, we maintain risk-based programs, procedures and guidelines that are designed to prevent, detect and remediate violations of applicable anti-bribery and corruption laws and this Policy (collectively, the “Global Anti-Bribery and Corruption Program”). In this way, we will use our resources in the most effective way to address bribery and corruption risks at IDEXX and ensure compliance with applicable anti-bribery and corruption laws and this Policy.
The Global Anti-Bribery and Corruption Program will include programs, procedures and guidelines that address, among other things, key bribery and corruption risk areas, including (but not limited to): (i) actions by our Business Partners, and (ii) offering and giving of gifts, entertainment and other business courtesies (including meals, accommodations and/or travel).

POLICY STATEMENT ONE: "WE DO NOT BRIBE"

IDEXX strictly prohibits giving, offering, promising or paying Anything of Value to anyone (including, but not limited to Government Officials and/or private sector individuals) with the purpose or intent of improperly obtaining or retaining business, securing an improper advantage or inducing an illegal or unethical action (whether from the recipient or anyone else). 

IDEXX strictly prohibits facilitation payments. A facilitation payment is any unofficial payment made directly or indirectly to a government official to secure or expedite the performance of a routine, non-discretionary action. 

In an exceptional circumstance where an IDEXX employee or Business Partner faces a situation where a demand for payment is accompanied by an actual or implied threat to his or her personal safety or the personal safety of his or her family, the coerced payment may be made. The IDEXX employee or Business Partner must promptly report the matter to the Chief Compliance Officer and accurately account for the expense in compliance with the applicable Expense Policies.

What is Anything of Value
The term Anything of Value must be interpreted very broadly and includes, but is not limited to, cash, cash equivalents (such as gift certificates, gift cards, vouchers or loans), gifts, travel, meals, entertainment, use of vehicles, accommodations or valuable favors, such as educational and employment opportunities for friends and relatives.

Who is a Government Official? 
The term Government Official is broadly construed to include:
• any elected or appointed government official; 
• any employee or other person acting for, or on behalf of, a government official, agency, instrumentality or enterprise that performs any government function; 
• any political party, officer, employee or other person acting for or on behalf of a political party, or any candidate for public office; and
• any employee or person acting for or on behalf of a public international organization. This also includes any employee or other person acting for or on behalf of any entity that is wholly or partially government owned or controlled. Remember in some countries, the government will have ownership or control over many of the companies doing business in that country.

POLICY STATEMENT TWO: "WE DO NOT PERMIT OUR BUSINESS PARTNERS TO BRIBE"

The use of  Business Partners presents an area of bribery and corruption risk. Under many anti-bribery and corruption laws, including the FCPA and the UKBA, IDEXX can be held liable for improper actions taken by our Business Partners, if IDEXX or any of our employees or representatives:

  • Is aware or substantially certain that a Business Partner has or will make an improper payment; or 
  • Consciously disregards the probability that an improper payment or offer has or will be made by a Business Partner.
     
Accordingly, under this Policy, IDEXX:
  • Prohibits its Business Partners from engaging in conduct prohibited by any anti-bribery or corruption law, this Policy or IDEXX’s Code of Ethics;
  • Takes reasonable steps to make our Business Partners aware of our expectations and their obligations to comply with applicable anti-bribery or corruption laws, this Policy and IDEXX’s Code of Ethics; 
  • Runs appropriate due diligence before engaging Business Partners, based on the circumstances of the arrangement and any applicable IDEXX risk-based procedures;
  • Maintains written records that accurately, clearly and transparently describe the terms of our arrangements with our Business Partners; 
  • Requires all payments made to Business Partners, including, but not limited to, commissions, compensation, reimbursements, to be customary and reasonable in relation to the services provided.  These payments must not be made in cash or to bank accounts that are not in the Business Partner’s name, unless otherwise preapproved in writing by Legal & Compliance; and
  • Monitors our Business Partners’ activities and expenses for consistency with the terms of the arrangement, including compliance with the applicable anti-corruption laws and IDEXX policies.

POLICY STATEMENT THREE: "WE COMPLY WITH THIS POLICY, AND IF LOCAL LAWS ARE MORE RESTRICTIVE, WE COMPLY WITH LOCAL LAWS TOO"

This Policy sets forth IDEXX’s global minimum standards regarding anti-corruption and related issues.  Each IDEXX operation must take into consideration any local laws and regulations that may impose additional or different requirements on a business.  To the extent local laws or regulations establish a different standard than the standard contained in this Policy, the business must adhere to the more stringent standard.

POLICY STATEMENT FOUR: "WE KEEP ACCURATE BOOKS AND RECORDS, AND WE COMMUNICATE UP ANY POTENTIAL POLICY VIOLATIONS OR 'RED FLAGS'"

Accurate Books and Records

Every IDEXX employee and Business Partner must keep books, records and accounts that accurately and fairly reflect all transactions and any disposition of IDEXX assets, including in accordance with applicable IDEXX finance and accounting policies and procedures.

Communicating Violations and "Red Flags"

IDEXXers who engage Business Partners must be on the lookout for unusual or suspicious activities that may indicate a violation of this Policy ("red flags") throughout the relationship. If you discover or otherwise learn of any event, payment scheme, or other action which you believe is (or may be) a "red flag," immediately communicate the discovery to one of the following:

  • Your manager
  • Your Regional Compliance Lead or any member of the Compliance team (compliance@idexx.com)
  • Any member of the IDEXX Trusted Advisor community as defined in IDEXX’s Global Whistleblower Policy 
  • IDEXX Ethics Hotline by:
    • Calling and speaking to a specialist in our local language  
      • Telephone in the United States toll-free 800-836-2027  
      • Outside the U.S., local toll-free telephone numbers may be found here 
    • Submitting an online report via the secure website

Your concerns will be investigated, and -if necessary- action will be taken. Remember, pursuant to IDEXX’s Code of Ethics, retaliation or harassment will not be tolerated in any instance where a concern was raised in good faith. If on the other hand you fail to communicate a violation of this Policy, engage in the violation of this Policy, or hinder an investigation into potential violations of this Policy, you are subject to disciplinary action up to and including termination of employment.

What is a red flag
A "red flag" refers to a pattern, practice, specific activity or other fact that indicates the possible existence of bribery or corruption.

Examples of "red flags" include, but are not limited to: 
• a Business Partner’s unwillingness to disclose information to you about his or her business;
• unusual financial arrangements for the payment of services;
• a Business Partner’s lack of facilities or staff to provide contracted services to IDEXX;
• refusal by a Business Partner to agree to anti-corruption provisions in its contract with IDEXX; 
• a recommendation by a foreign Government Official to hire a particular Business Partner. 

The presence of a "red flag" does not necessarily mean that illegal conduct has occurred or that IDEXX has legal exposure. Rather, "red flags" indicate that IDEXX should take a closer look at the issue to determine whether there is anything truly suspicious. 

Any failure to communicate up a "red flag" could result in the violation of anti-bribery and corruption laws and cost IDEXX millions of dollars in fines, tarnish IDEXX’s reputation and potentially subject you to prosecution, criminal fines and imprisonment. 

POLICY OWNERSHIP AND QUESTIONS

This Policy is maintained by the Compliance and Legal teams. We periodically review this Policy and issue updates (as necessary). If you have questions, concerns, or suggestions, please contact the Compliance team by email.