COMPANY POLICY

Policy Title:

Anti-Corruption Laws & Foreign

Corrupt Practices Act (FCPA)

CMS Number:

CMS-300-05-PL-00013

Policy Owner:

Legal and Compliance

Issuing
Authority:

Executive VP, Chief Legal Officer &

Secretary

ANTI-CORRUPTION LAWS & FOREIGN CORRUPT

PRACTICES ACT (FCPA)

Issued for Use Corrected grammatical error, changed

Law Department to Legal Department, No change to
intent, issuing authority approval not required, (No Rev
Bars)

Issued for Use

Rev

UNCONTROLLED COPY IF PRINTED

Changes

BDR

04 Jan 2001

DD

03 Nov 2009

Approved

Date

Page 1 of 4

"Chicago Bridge & Iron Company, 2009. All Rights Reserved. For Internal Use Only.
NOTICE: THIS DOCUMENT, AND ALL TEXT, DRAWINGS, DETAILS AND DATA SHOWN HERETO, IS THE SOLE PROPERTY OF
CHICAGO BRIDGE & IRON COMPANY, AND SHALL NOT BE REPRODUCED IN ANY MANNER, USED FOR ANY PURPOSE
WHATSOEVER, OR RELEASED TO ANYONE EXCEPT BY EXPRESS WRITTEN PERMISSION OF CHICAGO BRIDGE & IRON
COMPANY."

Anti-Corruption Laws & Foreign Corrupt Practices Act

(FCPA)
CMS Number:

Revision:

Approval Date:

CMS-300-05-PL-00013

04 Jan 2011

POLICY
This document establishes and communicates CB&I's policy regarding the offer, promise or making of
payments or transfers of company funds or assets or other items of value to "Foreign Officials", as that
term is defined below, or to any entities outside of CB&I for the purpose of obtaining business in
violation of the anti-corruption laws and the Foreign Corrupt Practices Act of the United States of
America as well as the keeping of books, records and accounts that accurately and fairly reflect all
transactions and disposition of CB&I funds, assets and other items of value.
This policy applies to all employees of CB&I as well as our subcontractors, joint venturers and
Intermediaries.
No employee has the authority to act contrary to this policy, nor direct, authorize, or condone violations
of this policy by any other employee. Any CB&I employee who has knowledge of facts that may violate
this policy shall report the matter promptly to the CB&I Legal Department.

CB&I, its employees, subcontractors, joint venturers and Intermediaries shall comply with the
FCPA and with all other applicable anti-corruption laws such as local laws and those
promulgated by the Organization for Economic Co-operation and Development.

Payments that CB&I may make to subcontractors, joint venturers and Intermediaries shall
always be strictly for legitimate services rendered, shall be reasonable in amount given the
nature of those services, and shall be accounted for properly.

No funds or assets shall be paid, loaned, given, offered, promised or otherwise transferred or
contributed directly or indirectly (through a subcontractor, joint venturer or Intermediary) to any
Foreign Official, or to any entity in which a Foreign Official is known to have any financial or
ownership interest, where such payment, loan, gift, offer, promise, transfer or contribution is
prohibited by law. The only exception to this general prohibition is when both of the following
standards have been met and the written consent of the CB&I General Counsel has been
obtained:

The payment, gifts, offer or promise of anything of value is a reasonable and bona fide
expenditure, such as travel and lodging expenses, incurred by or on behalf of a
Foreign Official and is directly related to (i) the promotion, demonstration or
explanation of products or services or (ii) the execution or performance of a contract
with a foreign government or agency thereof; and

The payment is to be made under a written contract specifying the nature and scope of
services to be rendered and providing that no payment for such services or
reimbursement of expenses shall be made by CB&I except as against a statement
stating the nature of services so rendered or expenses so incurred.

Social amenities, reasonable entertainment, and other courtesies may be extended to

Foreign Officials only to the extent clearly appropriate under applicable law, and all
expenses incurred by a CB&I employee in connection therewith shall be specifically
designated as such on the employees related expense account and books of CB&I.

A facilitating payment, a payment to a Foreign Official in order to obtain or expedite

the performance of a routine government action, is permitted as an exception to
payments otherwise prohibited by the FCPA. A routine governmental action includes
ordinary, routine and commonly performed activities including but not limited to
obtaining or expediting the issuance of a license to do business, a visa, or customs
clearance for goods; or the initiation of mail pick-up and delivery, phone service and
power and water supplies. In order to qualify, the payment must be nominal in amount;
the governmental action must be one ordinarily and commonly performed by the
Foreign Official receiving the payment; the matter to be expedited or facilitated is itself
legal under local law; CB&I must have a legal right to the governmental action or
service sought; and the governmental action does not include any decision or action

UNCONTROLLED COPY IF PRINTED

Page 2 of 4

Anti-Corruption Laws & Foreign Corrupt Practices Act

(FCPA)
CMS Number:

Revision:

Approval Date:

CMS-300-05-PL-00013

04 Jan 2011

relating to an award or continuation of business. A facilitating payment is a deductible

expense under the tax laws of the United States of America, and must be accounted
for properly. If a CB&I employee has any questions concerning whether a particular
payment qualifies as a facilitating payment or the proper accounting for such a
payment, the employee should contact the CB&I Legal Department.
Foreign Corrupt Practices Act of the United States of America

The FCPA is a law intended to prevent improper or illegal payments to Foreign Officials by US
companies, and foreign companies which sell shares on US stock exchanges, that do business
outside of the United States of America. The law is wide-ranging, with potentially serious fines
against the company and the individuals involved, with possible imprisonment for the
individuals.

The FCPA prohibits direct or indirect (through subcontractors or Intermediaries) payments,

offers or promises of payment of anything of value to Foreign Officials, in order to obtain or
retain business. Such payments made through a subcontractor, joint venturer or an
Intermediary such as representative or distributor are also illegal.

Commercial Bribery
Other laws prohibit commercial bribery of any nature. This could involve the payment or transfer of
company funds or assets to non-government related suppliers or customers in the form of bribes,
kickbacks or other payoffs.
Accounting Rules
The FCPA requires publicly traded companies to make and keep records and accounts that accurately
reflect transactions and disposition of company assets. In addition, internal accounting controls have
been established and must be maintained to insure that all transactions are executed with sufficient
corporate authority and are properly recorded. Further, access to company assets may be permitted
only in accordance with proper authorization.
Due Diligence

CB&I only may retain an Intermediary to market, pursue and support its foreign projects
following the completion of appropriate due diligence. If the due diligence does not yield any
adverse information regarding a proposed Intermediary, the required appropriate written
agreement with the Intermediary may be entered into on receipt of the written approval of the
Executive Vice President-Global Business Development and General Counsel of CB&I. If the
due diligence yields adverse information, the need is triggered for further inquiry before
entering into a relationship with the Intermediary.

Once the Intermediary is under contract with CB&I, the CB&I person with principal
responsibility for contacts with the Intermediary should periodically record the nature of the
services provided by the Intermediary, the payment information including amount and location
of payment, as well as any material information which comes to the attention of the CB&I
person which is related to the due diligence information originally developed for the then
Intermediary candidate.

Additionally, once the Intermediary has been approved the CB&I person with principal
responsibility for contact with the Intermediary should inform the appropriate personnel within
the Finance Department of the Intermediarys retention. No disbursements may be made to
any Intermediary that has not been approved through the due diligence process in effect at the
time of retention and, for this purpose, the Legal Department shall provide, on a current basis,
a list of all Intermediaries who have been approved in accordance with such due diligence
procedures.

UNCONTROLLED COPY IF PRINTED

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Anti-Corruption Laws & Foreign Corrupt Practices Act

(FCPA)
CMS Number:

Revision:

Approval Date:

CMS-300-05-PL-00013

04 Jan 2011

REQUIREMENTS
Written instructions shall be developed to implement the CB&I Anti-Corruption Laws and Foreign
Corrupt Practices Act (FCPA)
RESPONSIBILITIES
Executive Management
Executive Management is responsible for ensuring that written instructions are developed and
communicated throughout the organization to provide CB&I employees clear direction for the
implementation of this policy.
TERMINOLOGY
Term

Definition

CB&I

Chicago Bridge & Iron Company N.V. and its affiliates and
subsidiaries.

FCPA

Foreign Corrupt Practices Act of the United States of America, as

amended.

Foreign Official

includes an official or employee of a government agency,

department or instrumentality (including but not limited to an
employee of a state-owned, commercial entity), any official of a
public international organization such as the World Bank or the
United Nations, anyone acting in an official capacity on behalf of
such entity, and any foreign political party, party official or
candidate for political office.

Intermediary

includes agents, representatives, consultants and other nonemployees who may act on behalf of CB&I.

REFERENCES
CMS-720-01-FM-00020

Business Glossary

CMS-720-01-FM-00021

Technical Glossary

ATTACHMENTS
None

UNCONTROLLED COPY IF PRINTED

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