Gogoro Anti-Corruption Policy
Updated on: August 31, 2021.
Corruption can take many forms, but most often it occurs through bribery. Bribery and corruption, which are against the Company’s commitment to operating with the utmost integrity and transparency, are prohibited in every country the Company operates in by the United States Foreign Corrupt Practices Act (the “FCPA”), the United States Travel Act, Taiwan’s Anti-Corruption Act, applicable sections of the Taiwan Criminal Code, and many other laws (collectively referred to as the “Anti-Corruption Laws”). At Gogoro, we do not tolerate any form of corruption in connection with our business dealings and our policy is to comply fully with both the letter and spirit of all applicable Anti-Corruption Laws. The Company does not expect you to become an expert in compliance with Anti-Corruption Laws. You must, however, seek guidance regarding any conduct that you think might violate the Anti-Corruption Laws. If you are unsure of the proper course of action, or whether something violates the law, contact the Head of Legal Function.
Purpose and Scope
The purpose of this Anti-Corruption Policy (this “Policy”) is to describe the principles and practices that Gogoro’s officers, directors, and employees (“Team Members”), and its consultants, agents, contractors, and any other third-party representatives acting on Gogoro’s behalf (“Third-Party Representatives”) must follow to ensure that Gogoro’s practices meet all applicable legal and ethical standards so that Gogoro can most effectively serve its customers. All Team Members and Third-Party Representatives must read, understand, and follow this Policy while working for or on behalf of Gogoro.
This Policy will be implemented and overseen by the Head of Legal Function of the Company.
- We do the right thing. We act with integrity, honesty, and transparency and follow the Company’s policies and procedures.
- We do not pay bribes. We do not offer or give money or anything else of value to anyone, including customers and partners, to improperly obtain or retain business, secure an improper advantage, or otherwise influence anyone to act improperly. We also do not accept bribes to influence our decision-making.
- The term “improper advantage” is not limited to winning contracts, but can take many forms, including customs benefits and tax advantages.
- Our Third-Party Representatives must also do the right thing. We do not have someone else take actions that we cannot take ourselves.
- We maintain accurate books and records. We clearly and accurately represent how we spend our money, no matter how large or small the transaction.
- We stay alert. We do not keep our heads in the sand. When we see a “red flag,” we follow up and report it to the Head of Legal Function.
No Bribery or Corruption
Under the Anti-Corruption Laws, a bribe is offering or giving anything of value to an individual to improperly influence that individual in any way, such as to misuse their official position, to obtain or retain business, to direct business to another person, to secure an improper advantage, or to violate an expectation that the individual will act in good faith. Bribes can take many forms, including:
- entertainment (e.g. tickets to events);
- gift cards;
- gifts (e.g. jewelry, alcohol, and clothing);
- donations to an individual’s preferred charity; and
- tuition payments
Anything of value can also include job offers. Gogoro does not offer employment of any kind, including internships and contract positions, in order to obtain or retain business or gain a business advantage.
All Team Members and Third-Party Representatives are prohibited from giving or accepting bribes.
Anti-Corruption Laws vary in scope as to whether they prohibit only bribery involving Government Officials (as defined below) or also prohibit paying bribes to individuals working in the private sector, which is known as “commercial bribery.” The Company has a zero-tolerance policy and therefore prohibits all forms of bribery and corruption whether they involve a Government Official or someone in the private sector.
Reasonable and customary business gifts, meals, and hospitality provided for a legitimate business purpose may be permissible under international and local anti-corruption laws, but must be provided in accordance with this Policy.
Facilitating payments are a type of bribe generally used to expedite the performance of routine, non-discretionary government action. These types of payments are typically small and demanded by low-level officials in exchange for providing a service that is ordinarily and commonly performed by the official. These payments are not permissible and are strictly prohibited by Gogoro. Exceptions may be made in circumstances that involve an imminent threat to health or safety and such situations must be reported within 24 hours of receiving or learning of the demand to the Head of Legal Function. However, a published, well-documented expediting fee paid directly to a government or state-owned agency is not considered a facilitating payment under Anti-Corruption Laws. For example, paying a fee to expedite a passport application, deliver a package, or process government paperwork such as visas, is not considered a facilitating payment if those fees are payable to an entity - not an individual - and are published openly.
If you have a question as to whether a payment is permissible, contact the Head of Legal Function.
The Anti-Corruption Laws prohibit offering, promising, approving, or giving anything of value to any “Government Official” for the purpose of influencing a government act.
The term “Government Official” is interpreted broadly and includes, but is not limited to:
- any employee, director, or officer of
- any government or any department, agency, or instrumentality of any government
- a public international organization, such as the Red Cross or World Bank
- a state-owned or controlled entity, including schools, hospitals, sovereign wealth funds and telecommunications companies. Employees at such organizations are considered Government Officials regardless of title or position. In some instances, it may be difficult to determine if an individual is a Government Official, especially if you are interacting with them in a non-governmental capacity. If you are unsure, contact the Head of Legal Function for guidance.
- any consultant or other person acting in an official capacity for or on behalf of any governmental bodies or public organizations, including entities hired to review and accept bids for a government agency; and
- any political parties, candidates for political office, and members of royal families
Employees should contact the Head of Legal Function with questions regarding who may qualify as a Government Official.
Furthermore, under the Anti-Kickback Act, you may not give or receive kickbacks in exchange for favorable treatment in a U.S. government contract. This law applies to the Company’s relationships with our customers, suppliers, and other third parties.
Lastly, the Taiwan Criminal Code, U.S. Travel Act, and other laws also prohibit offering, giving, or promising a bribe to individuals, including some people who are not Government Officials, for an improper purpose or to influence the performance of any activity connected with their employment. Such “commercial bribery” has increasingly been a focus of law enforcement in many countries, including the United States. Actions that may violate the FCPA or the Travel Act may also violate other laws in countries where the Company does business or state, local, and municipal laws. These laws also prohibit Team Members from receiving bribes.
All employees are required to report any demands for or offers of bribes, regardless of whether the demand or offer is made by or to the Company, an employee of the Company, or a Third-Party Representative. Requests for and offers of bribes must be reported to the Head of Legal Function within 24 hours of receiving or learning of the demand.
Gifts, Entertainment, Meals, and Sponsored Travel
Under certain circumstances, it may be appropriate to provide gifts, entertainment, meals, or travel to customers or potential customers. But giving these types of things can create a risk under the Anti-Corruption Laws, particularly if they are intended to or could be perceived as an effort to improperly influence somebody’s decision-making. Further, in many instances, there are specific guidelines regarding gifts, meals, travel, and entertainment provided to Government Officials. These guidelines generally also apply to immediate family members of a Government Official. Gifts and meals provided to Government Officials must comply with the guidelines set forth in this policy. To mitigate this risk and avoid the appearance of impropriety, the Company has implemented the following measures:
Can I Give a Government Official a Gift, Meal, or Entertainment?
The Company wants to avoid the appearance of receiving improper benefits from any government in exchange for gifts, meals, or entertainment. To address that risk, gifts, meals, entertainment, hospitality, and travel given to a Government Official cannot be lavish and require prior written approval from Head of Legal Function. The only exception to this pre-approval requirement is Company-logoed merchandise of nominal value that is provided solely as a courtesy. This guidance applies to any event hosted by the Company to which Government Officials are invited.
Can I Pay Travel Expenses for a Government Official?
If permitted under local law, Gogoro can pay reasonable travel expenses for government officials that are directly related to the promotion, demonstration, or explanation of products and services. However, all such travel expenses must be pre-approved by the Head of Legal Function.
Can I Give a Private Business Partner a Gift?
You may provide modest gifts to employees of private companies (not government-owned or controlled companies) that conduct business with the Company as long as the value of the gift is reasonable (not lavish) in the context of the jurisdiction in which it is provided. Gifts to private sector business partners valued in the aggregate up to and including $250 (or the local equivalent) per person per calendar year are permissible. Prior written approval from the Head of Legal Function is required for any gifts to private sector business partners that exceed that amount. You may not provide any customers or business partners—government or not—with gifts that you believe violate their companies’ policies covering what they can accept..
Can I Give a Private Business Partner a Meal or Hospitality?
You may provide meals and hospitality to employees of private companies that conduct business with the Company, as long as the meal or hospitality is reasonable (not lavish) in the context of the jurisdiction in which it is provided. Prior written approval from the Head of Legal Function is required for meals in excess of $100 (or the local equivalent) per person per event. You may not provide any customers—government or otherwise—with meals and entertainment that you know or believe violate their employer’s policies covering what they can accept.
Can I Accept a Gift from Third Parties, Including Customers or Potential Customers?
Some of our suppliers, vendors, and other business partners may occasionally give small gifts to Team Members. It is important that these gifts do not affect your business judgment or give the appearance that your judgment may be affected. Team Members may accept gifts if they:
- are reasonable (not lavish or extravagant);
- are not cash or cash equivalents;
- do not create the appearance or an implied obligation that the gift giver is entitled to preferential treatment, an award of business, or better pricing; and
- are valued at $50 or less. Receiving gifts more than $50 requires prior, written approval from the Compliance Officer. In situations where you might not be able to obtain approval before accepting a gift, you must report the gift as soon as practicable after you receive it. In addition, Team Members may not accept multiple gifts from the same entity or individual with a cumulative value of more than $150 in a calendar year.
Can I Accept a Meal or Hospitality from Third Parties?
Team Members may accept a meal or hospitality offered for legitimate business purposes, such as building goodwill or strengthening relationships with customers, suppliers, or business partners, provided that the meal or hospitality:
- is reasonable (not lavish or extravagant);
- is infrequent;
- is related to a legitimate business purpose;
- is valued at $100 or less per person. Meals or hospitality in excess of $100 per person require prior, written approval from the Head of Legal Function;
- is not provided in exchange for business or preferential treatment; and would not influence, or appear to influence, your ability to act in the best interests of the Company.
Third Party Representatives
Gogoro can be found responsible for bribes, kickbacks, and/or facilitating payments made by third parties in connection with Gogoro’s business. In addition, the Company could be held liable if it disregards or ignores signs (also known as “red flags,” discussed below) that alerted the Company that a Third-Party Representative intended to make an improper payment on its behalf. Third parties also have an obligation to ensure that their third parties, such as sub-contractors or agents, understand and comply with this Policy and applicable anti-corruption laws. Third parties may not be used to circumvent the laws or this Policy. Willful blindness is not a defense.
Before engaging a third party that will be acting on Gogoro’s behalf, it is critical that the Company conduct risk-based due diligence screening prior to engagement.
Risk-based due diligence is the process of investigating or vetting a Third-Party Representative based on the particular risks that the Third-Party Representative presents. Before signing or renewing a contract with a Third-Party Representative, Team Members must assess each Third-Party Representative’s reputation for, and history of, legal compliance, particularly with respect to the Anti-Corruption Laws, the Third-Party Representative’s qualifications, and the reasonableness of its compensation. Team Members must consult with the Head of Legal Function before undertaking due diligence on a Third-Party Representative to ensure that the scope and nature of the process is consistent with the Company’s expectations and applicable Anti-Corruption Laws. Due diligence on the Third-Party Representative should be refreshed periodically, at intervals determined by the particular risks that the Third-Party Representative presents.
After due diligence is completed and any risks are adequately mitigated, the Third-Party Representative’s relationship with the Company must be memorialized in a written contract that includes appropriate provisions requiring the Third-Party Representative to comply with the Anti-Corruption Laws and prohibiting the Third-Party Representative from hiring agents or sub-agents without prior written approval from the Company. The Company should, where appropriate, obtain and exercise audit rights and require periodic certifications from the Third-Party Representative attesting that it has complied with the Anti-Corruption Laws.
Throughout the relationship with a Third-Party Representative, Team Members are responsible for monitoring its performance and must escalate any concerns regarding its compliance with the Anti-Corruption Laws to the Head of Legal Function.
Team Members should be particularly alert to any “red flags” that they encounter during due diligence or throughout a relationship with a Third-Party Representative. “Red flags” can arise with any third party involved in the Company’s business but arise more frequently in dealings with joint venture partners and agents (such as promoters, sales agents, consultants, and other intermediaries).
“Red flags” that do not present serious issues at one stage of a transaction or relationship may pose significant liability risks when they appear at a different stage or in combination with a different overall set of facts. Thus, the significance of “red flags” must be considered in context rather than in isolation. If you become aware of any “red flags,” you should immediately contact the Head of Legal Function. The basic rule is simple: a “red flag” cannot be ignored, it must be addressed.
The following are examples of “red flags” that frequently arise with Third-Party Representatives involved in non-U.S. operations:
- Rumors of, or a reputation for, bribery;
- Minimal detail on invoices or expense claims, including lump sum requests
- The Third-Party Representative requests unusual contract terms or payment arrangements, such as payment in cash, payment in another country’s currency, requests for large commissions or payments, or payments made through a third party or another country;
- A close relationship with a Government Official or ministry
- Insistence on using a specific consultant or one who provides little to no obvious added value;
- The relationship or transaction involves a country known for corrupt payments;
- A Government Official, particularly one with authority over the business at issue, suggests that the Company use a specific Third-Party Representative;
- The Third-Party Representative objects to audit rights or anti-corruption representations in Company agreements;
Accurate Records and Internal Controls
Gogoro is legally required to make and keep accurate records that truthfully and accurately reflect all the transactions of the corporation and maintain an adequate system of internal accounting controls. This includes preserving supporting documentation and proper approvals.
Ensure that all relevant records — including invoices, expense reports, and any other business record — accurately reflect the transaction. Do not misstate facts, omit information, or modify records or reports in any way. Provide as much detail as possible. When interacting with Government Officials or government agencies, ensure that you’re providing a thorough description of the services being rendered, including detail of services provided and/or tasks performed, government interactions, and detailed cost breakdown. Simply providing a limited description like “construction and project management,” “product certification” or “design fee” is not acceptable. If you are confronted with a demand to pay a bribe or are offered a kickback, you must refuse. You must explain that these types of payments are illegal and are against Gogoro policy, and report the incident to the Head of Legal Function.
Corporate Transactional Activity
The corruption risks posed by potential merger, acquisition, joint venture, or other corporate transactional activity will vary depending on a number of factors, including the nature of the transaction or relationship contemplated by the Company. The Company’s Head of Legal Function must be involved at the earliest stage possible of any such contemplated activities to devise an appropriate approach to anti-corruption due diligence and post-transaction integration and monitoring to assure compliance with the Anti-Corruption Laws.
Hiring decisions could pose corruption risks, particularly if the Company selects a candidate at the request of a Government Official. As a result, the Company will conduct risk-based due diligence on potential new hires. As part of the Company’s employee onboarding process, potential new hires will:
- be vetted and approved through an anti-corruption due diligence process as prescribed by the Human Resources Function and the Head of Legal Function, which may, for example, require additional scrutiny of prospective employees who have immediate family members or close personal relationships with individuals who are Government Officials, or otherwise affiliated with any of the Company’s significant commercial partners;
- certify that they will comply with the Anti-Corruption Laws and this Policy; and
- disclose whether they, any member of their immediate families, or close personal friends are or were Government Officials, or otherwise affiliated with any of the Company’s significant commercial partners.
The Company reserves the right to communicate its position on important issues to elected representatives and other government officials. It is, however, always the Company’s policy to comply fully with all applicable laws regarding political contributions. Donations to political campaigns or causes could violate campaign finance laws and Anti-Corruption Laws, especially if contributions are made to a campaign at the request or suggestion of a Government Official.
To mitigate the risk of an improper payment or the appearance of an improper payment, no Company funds, facilities, or services of any kind may be provided to any Government Official, including any candidate or prospective candidate for public office, to any political party, or to any political initiative, referendum, or other form of political campaign unless pre-approved in writing by the Head of Legal Function.
The Company is committed to improving and promoting the interests of the communities where it operates. Donations to charitable organizations, however, can, like political contributions, present a risk under the Anti-Corruption Laws, particularly if they are made at the request or suggestion of a Government Official. Therefore, you must obtain prior written approval from the Head of Legal Function before making any charitable donation on behalf of the Company or using Company funds, directly or indirectly.
Violations of the Anti-Corruption Laws can result in severe criminal and civil penalties for both the Company and the individuals involved, including imprisonment, forfeiture of profits, and significant fines. In addition, bribery is always a violation of the Company’s policies and may result in disciplinary action, up to and including termination of employment or of a Third-Party Representative’s relationship with the Company.
Reporting Potential or Actual Violations
You should consult with the Head of Legal Function if there is a question as to the appropriateness of a particular business decision or course of action. Monitor third parties closely, especially if they interact with Government Officials on Gogoro’s behalf or benefit. Any employee who learns of any misconduct or suspicious activities, including potential violations of this Policy and the law, must immediately report such misconduct to the Whistle-blowing web channel or email to the Compliance Officer, or the Audit Committee of the Board of Directors directly at [insert Audit Committee contact information]
All questions about information contained in this Policy should be directed to the Head of Legal Function.
Retaliation Is Not Tolerated
Gogoro will not retaliate – and will not tolerate retaliation – against any individual for filing a good-faith complaint with management, HR, Legal, Internal Audit, Finance, or for participating in the investigation of any such complaint.
The Head of Legal Function or a designee will conduct a periodic review to confirm the adequacy and effective implementation of this Anti-Corruption Policy. To the extent any material irregularities are noted during such reviews, the Head of Legal Function or a designee shall promptly take any actions deemed necessary or appropriate, including determining whether any regulatory notifications, disclosures, or internal investigations may be required.
The Company requires annual certifications from all Team Members and Third-Party Representatives attesting that they have read and understand this Policy.
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