Effective Date: April 17, 2014
The purpose of this Policy is to ensure compliance with all applicable United States and foreign anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), the U.S. Travel Act and the UK Bribery Act 2010. All directors, officers, employees and agents of Mobile Iron, Inc. or any of its affiliates (“MobileIron”) must comply with this Policy irrespective of whether they are located in or outside the United States. Our business partners, consultants, representatives, suppliers, resellers, distributors, customs or other brokers and contractors also must follow this Policy in relation to MobileIron’s business.
There are no exceptions to this policy, even if our competitors engage in corrupt behavior or corruption is an accepted practice in a country where we operate. You are required to adhere to both the spirit and the letter of this policy with respect to our business anywhere in the world.
Because a substantial amount of MobileIron’s business comes from customers outside the United States, compliance with this policy is critically important to us.
Overarching Cultural Values of Honesty and Accountability
At MobileIron, we value honesty and accountability. These are not just words on a page. You should act with honesty and transparency in all of your dealings with our partners, customers and prospective customers both within and outside the United States.
You are strictly prohibited from improperly promising, offering, providing, or authorizing the provision of money or anything else of value (such as an expensive gift or favor) directly or indirectly to any foreign official or other individual, entity, or organization in exchange for business or any benefit for the Company or any other person associated with the Company’s business. You are also prohibited from soliciting or accepting improper payments or other things of value in relation to our business or to otherwise engage in activities that conflict with your duties to the Company.
This is a legal mouthful, but the key concepts are explained in depth below:
“Improperly” means seeking to influence or induce any act or decision in an illegal or unethical manner. The word “improperly” is used in order to make clear that the offer, payment, promise, or gift must be intended to induce the foreign official to misuse his or her official position, for example, by looking the other way in terms of requiring a license or permit or granting MobileIron an illegal but advantageous treatment in an RFP process. It is important to note that if an act is done with improper intent, it need not succeed to constitute a violation.
“Anything of value” is defined very broadly. This policy and the anti-corruption laws do not just prohibit cash bribes, but anything of value that is offered with an improper purpose of influencing the recipient to give us business or otherwise give us an improper benefit. This includes expensive gifts or unusual favors, such as the provision of a gym membership or other unusual or extravagant gift, or an expensive vacation that has little or no business justification. It also could include an unusually large discount made in favor of a reseller or distributor or payments in the guise of consulting fees and commissions – often made through third party intermediaries. The offer does not need to be successful in order for a violation to have occurred. In addition, if a person uses his or her own funds rather than the Company’s funds to provide an improper benefit, there is still a violation.
“Directly or Indirectly” means that we can be responsible for actions taken by third parties – distributors, resellers, consultants or other business partners.
One of the thorniest areas of FCPA compliance involves third parties. This area is especially important for MobileIron because virtually all of our international sales are made through channel partners. MobileIron can be held liable if a third party (such as a consultant, representative, agent, distributor, reseller, or partner) offers or provides improper payments or other benefits to foreign officials or other recipients in or outside the United States. We note that at the time of drafting this policy, there are several ongoing high profile FCPA investigations of Silicon Valley companies involving resellers and consultants.
A violation of the FCPA can occur even if we do not expressly authorize third parties to engage in improper activity because the FCPA holds a company or individual liable for providing, promising, or authorizing the provision of money or anything else of value to any person while knowing that all or a portion of that money or thing of value will be used by that person for corrupt purposes. Under the FCPA, “knowing” is interpreted broadly to include both actual and constructive knowledge. U.S. enforcement authorities have made it clear that the FCPA imposes liability on companies and individuals who intentionally avoid actual knowledge by taking a “head-in-sand” approach. This means that one can violate the FCPA if they consciously disregard, deliberately ignore, or are willfully blind to the fact that a third party business partner engages in corrupt or improper business practices.
This Policy prohibits you from using third parties for corrupt or other improper purposes, including granting, seeking or receiving kickbacks from them. You may not use a third party to interact with governments, state-owned organizations, foreign officials, or other customers or prospective customers, unless (i) MobileIron has performed due diligence and concluded that the third party does not raise material corruption risks; (ii) the third party agreement contains appropriate anti-corruption provisions; and (iii) you reasonably monitor the third party relationship, for example, by attending all conferences and meetings in order to ensure that proper MobileIron business is indeed being conducted.
What is a “Foreign Official”? In the United States, it is typically easy to understand who is and who is not a government official, but in many foreign countries the lines between a state-controlled enterprise and what we would typically consider a private enterprise in the United States are blurred. A “foreign official” includes not only a government employee, but also, among others:
- an employee of an organization that is affiliated with a foreign government;
- an employee of a commercial business that is owned or controlled by a foreign national, regional or local government;
- a foreign political party or party official;
- a consultant, advisor, contractor, or agent of any of the above that represents or acts on behalf of or in an official capacity for such entity or person; or
- a member of a foreign royal family that have governmental duties.
You can tell from this broad definition that the employees of many of MobileIron’s customers or prospective customers outside of the United States, in particular in Eastern Europe, Asia and Latin America may constitute “foreign officials.”
The definition of what constitutes “business” does not solely consist of the award of new business from a customer. It is broadly defined to include any situation in which a foreign official or other person is influenced to misuse his or her position to favor our business, for example influencing an RFP process, circumventing import rules or restrictions or improperly expediting imports, evading customs duties, gaining permits needed to conduct business, gaining access to non-public RFP information, evading taxes or penalties, obtaining exceptions to regulations and avoiding contract termination
So what should you do?
Reasonably priced gifts, meals, entertainment, travel, and other benefits for bona fide business promotion purposes and not made with any improper intent are permissible. Please make sure that you:
- Keep full, detailed and transparent records. Provide the benefit openly (not secretly) and only for the purpose of promoting our business in an honest manner. Record all expenses with regard to partner, customer and prospective customer conferences, meetings and travel and entertainment with detail and transparency with regard to all of the people in attendance and the nature of the business discussed. Make sure that you have detailed and clear third party invoices for every expense reimbursement.
- Adhere to the MobileIron Travel and Business Expense Policy. Exceptions to the policy are permissible only with the written pre-approval of the xteam leader of your group (ie if you are in the sales organization, you need the approval of the SVP of Sales, in addition to your local VP).
- Third parties. MobileIron employees should attend all conferences and customer and prospective customer visits to ensure the bona fide nature of the business discussions. Do not rely on third party resellers or consultants to attend business events alone on MobileIron’s behalf. Make sure that you get detailed invoices from any third party acting on MobileIron’s behalf. If you suspect that something improper is going on, please report it immediately.
- Entertainment of customers and prospective customers should be in good taste and the expenditure should be reasonable and in connection with the proper promotion of the company’s business.
- Gifts. The FCPA and foreign anti-corruption laws do not prohibit all gift-giving. Rather, like its domestic bribery counterparts, the FCPA prohibits the payments of bribes, including those disguised as gifts. Gifts of reasonable value that are given to show respect and not for any improper purpose are permissible. The larger or more extravagant the gift, however, the more likely it will be deemed to have been given with an improper purpose. DOJ and SEC enforcement cases thus have involved single instances of large, extravagant gift-giving as well as widespread gifts of smaller items as part of a pattern of bribes.
- Never give cash. Under no circumstances should you give cash (even in small amounts) to any foreign partner or consultant, customer or prospective customer. Any per diem allowance given to a foreign consultant should be in accordance with the MobileIron Travel and Business Expense Policy and previously approved by the xteam leader of your group (in the case of a sales employee, this would require the approval of the SVP of Sales, in addition to your local VP). Always ensure that the partner, consultant, customer or prospective customer submits detailed third party invoices in conjunction with any pre-approved appropriate and reimbursable bona fide business travel and entertainment. These third party invoices can then be reviewed by finance and approved for reimbursement.
- If you have a question or are in doubt about whether a benefit is reasonable, check with the xteam member who is the lead of your group or the General Counsel or send an email to firstname.lastname@example.org.
We must ensure that our books and records are accurate and complete. When seeking expense reimbursements, you must submit genuine and detailed third party receipts, together with the names of all the persons in attendance at the event and business purpose to our Finance Department. You are prohibited from concealing bribes, improper benefits, or other false transactions or expenses in our financial records. You may not accept or use counterfeit invoices or purchase orders to make payments. You are prohibited from maintaining or using “slush” or other “off-the-books” accounts with respect to MobileIron’s business.
MobileIron also maintains a system of internal accounting controls to provide reasonable assurances that transactions are properly authorized, executed and recorded. You must comply with these controls and avoid unauthorized activities or expenses even if they are not connected to bribes. You must also fully cooperate with audits and other efforts to ensure that our internal controls are being implemented.
The FCPA and the UK Act are criminal statutes. A violation of this Policy will result in appropriate disciplinary action, which may include demotion, suspension, or even termination. In some cases you can face serious, even criminal, consequences, including fines, penalties, and imprisonment. In addition, the Company may face suspension or debarment from government contracts, the loss of U.S. export privileges, and certain other consequences. These results can be devastating to our business.
Anti-corruption enforcement has significantly increased in the United States. In addition, a number of other countries have strengthened their laws on this matter. This means that we can face liability across multiple jurisdictions for the same corrupt act.
You must report any suspected violation of this Policy that comes to your attention. MobileIron will not retaliate against any individual for reporting violations in good faith. If you have any questions about this Policy or would like to report a violation, please send an email to email@example.com. Anonymous submissions are possible by sending an untitled letter to the General Counsel at the address below or leaving an anonymous message on our policy questions hotline (650-282-7600), but MobileIron encourages you to reveal your name so we can effectively address your concern.
Vice President, General Counsel, Secretary
Mobile Iron, Inc.
415 East Middlefield Road
Mountain View, CA 94043