Welcome to the programme on Preventing Bribery and Corruption at

GlaxoSmithKline.
Here at GlaxoSmithKline (GSK), we are committed to managing our risk of
corruption throughout the company.

1
2
Character #1
Now that you‟ve heard Andrew‟s vision, let‟s get started with the programme. Hi,
I‟m John and I‟ve invited a few of my colleagues to join me so that we can share
some of our own experiences as we review the GSK policies. Hopefully our stories
will give you valuable insight into the policy and how you should assess your own
area for corruption risk.

Character #2
Hi, I‟m Sheila. I hope that when you are finished with this programme, you
understand the importance of proactively managing corruption risk.

Character #3
I‟m Ingrid and Sheila‟s right … Hopefully by sharing our stories you‟ll understand
GSK‟s policy requirements, the external factors GSK deals with and how it
influences the need for corruption prevention.

Character #1
We hope by the end of this programme, you identify your responsibility to act … to
make effective decisions and to move business forward within the high ethical
standards that GSK sets for business behaviour. Each one of us is responsible for
understanding how the risk applies to our specific area and take appropriate action
to prevent corruption. So let‟s get started.

3
Character #1
Now that you‟ve heard Andrew‟s vision, let‟s get started with the programme. Hi,
I‟m John and I‟ve invited a few of my colleagues to join me so that we can share
some of our own experiences as we review the GSK policies. Hopefully our stories
will give you valuable insight into the policy and how you should assess your own
area for corruption risk.

Character #2
Hi, I‟m Sheila. I hope that when you are finished with this programme, you
understand the importance of proactively managing corruption risk.

Character #3
I‟m Ingrid and Sheila‟s right … Hopefully by sharing our stories you‟ll understand
GSK‟s policy requirements, the external factors GSK deals with and how it
influences the need for corruption prevention.

Character #1
We hope by the end of this programme, you identify your responsibility to act … to
make effective decisions and to move business forward within the high ethical
standards that GSK sets for business behaviour. Each one of us is responsible for
understanding how the risk applies to our specific area and take appropriate action
to prevent corruption. So let‟s get started.

4
Character #1
Now that you‟ve heard Andrew‟s vision, let‟s get started with the programme. Hi,
I‟m John and I‟ve invited a few of my colleagues to join me so that we can share
some of our own experiences as we review the GSK policies. Hopefully our stories
will give you valuable insight into the policy and how you should assess your own
area for corruption risk.

Character #2
Hi, I‟m Sheila. I hope that when you are finished with this programme, you
understand the importance of proactively managing corruption risk.

Character #3
I‟m Ingrid and Sheila‟s right … Hopefully by sharing our stories you‟ll understand
GSK‟s policy requirements, the external factors GSK deals with and how it
influences the need for corruption prevention.

Character #1
We hope by the end of this programme, you identify your responsibility to act … to
make effective decisions and to move business forward within the high ethical
standards that GSK sets for business behaviour. Each one of us is responsible for
understanding how the risk applies to our specific area and take appropriate action
to prevent corruption. So let‟s get started.

5
Character #1
Now that you‟ve heard Andrew‟s vision, let‟s get started with the programme. Hi,
I‟m John and I‟ve invited a few of my colleagues to join me so that we can share
some of our own experiences as we review the GSK policies. Hopefully our stories
will give you valuable insight into the policy and how you should assess your own
area for corruption risk.

Character #2
Hi, I‟m Sheila. I hope that when you are finished with this programme, you
understand the importance of proactively managing corruption risk.

Character #3
I‟m Ingrid and Sheila‟s right … Hopefully by sharing our stories you‟ll understand
GSK‟s policy requirements, the external factors GSK deals with and how it
influences the need for corruption prevention.

Character #1
We hope by the end of this programme, you identify your responsibility to act … to
make effective decisions and to move business forward within the high ethical
standards that GSK sets for business behaviour. Each one of us is responsible for
understanding how the risk applies to our specific area and take appropriate action
to prevent corruption. So let‟s get started.

6
GSK Staff must always act with integrity and honesty and must protect the
Company‟s public image and reputation in its relationships with customers,
competitors, suppliers, business partners and staff.

Performance with integrity will enable GSK staff to grow a diversified global
business and build trust among our internal and external stakeholders.

7
8
9
GSK employees must understand and strictly comply with GSK policy 007, which
mirrors anti-corruption laws. Remember, UK and US anti-corruption laws apply to
GSK wherever we do business. This shows also the importance of consistently
applying our standards throughout the world where we operate.

The tone from the top is clear, as management and the board have set a zero
tolerance policy against corruption. As Andrew Witty, CEO, GSK, says: „no
winking, no nodding, no loopholes. We should always be playing in the middle of
the field and there will be no excuse for crossing over the line‟.

These messages emphasize that it is a personal responsibility to act with integrity,

to know the rules and to tap into the right resources for help and support.

Individuals also have an obligation to report concerns about possible policy

violations, and the management will rigorously apply the non-retaliation policy.

10
GSK employees must understand and strictly comply with GSK policy 007, which
mirrors anti-corruption laws. Remember, UK and US anti-corruption laws apply to
GSK wherever we do business. This shows also the importance of consistently
applying our standards throughout the world where we operate.

The tone from the top is clear, as management and the board have set a zero
tolerance policy against corruption. As Andrew Witty, CEO, GSK, says: „no
winking, no nodding, no loopholes. We should always be playing in the middle of
the field and there will be no excuse for crossing over the line‟.

These messages emphasize that it is a personal responsibility to act with integrity,

to know the rules and to tap into the right resources for help and support.

Individuals also have an obligation to report concerns about possible policy

violations, and the management will rigorously apply the non-retaliation policy.

11
John (character #1)
Now, let‟s review the external environment to understand the corruption risks that
GSK faces.

12
The bottom line is that the bar has been raised significantly through recent
enforcement activities. The best protection for companies is to have a strong
compliance programme in place to demonstrate they are doing everything
reasonably possible to prevent corrupt activities and remedy them if they do occur.

13
14
In the recent years we have witnessed significant increase in the number of
prosecutions and investigations for anti-bribery offences brought by international
agencies responsible for enforcing anti-corruption laws.

The US authorities who have been traditionally more proactive in enforcement are
now cooperating with their counterparts on a more regular basis. For example, in
addition to the $800 million paid by Siemens as fines in the United States, the
company also paid more than $800 million in penalties in Germany for the same
alleged bribes.

15
The recent trend of increased US enforcement activity against companies and
individuals is captured in the charts. They show that the level of enforcement is
steadily increasing with more and more resources being devoted to enforcement
by governments.

More recently, there has been a strong trend of actions against individuals. These
actions against individuals are being brought separately or even in advance of
charges against their employers. US and UK anti-corruption laws apply to the
officers, directors, employees and agents of any local or foreign companies listed
in their stock exchanges, regardless of their own nationality or residency. The
message is clear – everyone has a responsibility to prevent corruption.

16
17
18
Now we‟ll review some of the key elements of GSK‟s Corruption Prevention
Programme.

Policy 007
GSK Policies related to Policy 007
Risk Management
Engaging with Third Parties
Business Development
Interacting with Government Officials

Let‟s take a look at the corruption prevention policy of GSK  Policy 007.

19
Corruption can occur both in private and public dealings. Policy 007 prohibits both
equally.

20
Policy 007 sets forth GSK principles assuring compliance with anti-corruption laws
and regulations and requires the highest standard of behaviour from all employees
and third parties. GSK‟s policy has been in place for many years and was recently
updated to reflect changes in the external environment.

There were a number of important enhancements including emphasis on third

parties and the explicit prohibition of facilitation payments and further information
was introduced regarding the standards of documentation.

This policy prohibits bribes which are payments to individuals with the purpose of
influencing or inducing an act to secure an improper advantage. The policy
requires books and records to record the true nature of transactions.

All GSK employees and third parties, who are under contract to do work for GSK,
are required to follow the principles of the policy at all times in all business
dealings.

21
Corrupt payment need not take the form of „money under the table‟. Payment of
„anything of value‟, in the eyes of the laws and of GSK policy, may fall within this
category if made with corrupt intent. The term has to be interpreted broadly and
includes many forms of value like the ones listed here.

NOTE: „Anything of Value‟ includes non-monetary items.

22
23
24
As mentioned, GSK Policy 007 applies to both private and public parties. However,
payments to „government officials‟ are of particular concern to GSK, as these
payments are subject to strict anti-corruption laws.

The term „government official‟ is defined broadly as any person who is an

employee, is paid by the government or is acting on behalf of a government or an
international organisation.

Remember, Healthcare Professionals will be considered as government officials if

they work for a public hospital or a public university, and therefore are paid by the
government.

25
26
27
28
Facilitation payments are small payments made to government officials to secure
or expedite a non-discretionary routine government action where the exercise of
decision-making power is not involved.

In some cases, employees may be faced with requests for improper payments that
may constitute forms of blackmail or extortion. In such cases, the employee should
consult with his or her legal representative, finance or compliance officer.

29
John (character #1)
Now let‟s go through some of these issues. Has anyone experienced this type of a situation?

Roberta (character #3):

I had a staff member who recently had the job of ensuring that expatriate staff obtained a work visa
to carry out their work in our country. Some visa applications had been pending for 2 months and we
had a new expatriate GM arriving in 1 week to attend some critical business meetings. My staff
member was told that if she pays a small fee to the processing clerk, the visas will be rushed
through the process. So given the urgency of the situation, she gave $50 to the clerk, and the visas
were granted. Then on her expense reimbursement form, to avoid any awkward questions, she
described the payment as „visa fees‟.

Sheila (character #2)

Can you pay that money according to GSK policy?

John (character #1)

No, you can‟t. The payment would be considered a facilitating payment, and that is not permitted by
UK laws or the GSK Policy 007. However, if there was a legitimate route to expedite the application
with the fee paid to the government, not to an individual, then this would NOT be a facilitation
payment.

Sheila (character #2)

Would it have made a difference if the payment was $5?

John (character #1)

No, there is no de minimis exception to the rule.

Roberta (character #3)

Is „visa fees‟ a reasonable way to record the payment in the company‟s books?

John (character #1)

No, these are not visa fees. As this improper payment has already been made, the proper way to
record the payment would be not as „visa fees‟ but as „facilitating payments to obtain visa‟. In any
30
John (character #1)
Now let‟s go through some of these issues. Has anyone experienced this type of a situation?

Roberta (character #3):

I had a staff member who recently had the job of ensuring that expatriate staff obtained a work visa
to carry out their work in our country. Some visa applications had been pending for 2 months and we
had a new expatriate GM arriving in 1 week to attend some critical business meetings. My staff
member was told that if she pays a small fee to the processing clerk, the visas will be rushed
through the process. So given the urgency of the situation, she gave $50 to the clerk, and the visas
were granted. Then on her expense reimbursement form, to avoid any awkward questions, she
described the payment as „visa fees‟.

Sheila (character #2)

Can you pay that money according to GSK policy?

John (character #1)

No, you can‟t. The payment would be considered a facilitating payment, and that is not permitted by
UK laws or the GSK Policy 007. However, if there was a legitimate route to expedite the application
with the fee paid to the government, not to an individual, then this would NOT be a facilitation
payment.

Sheila (character #2)

Would it have made a difference if the payment was $5?

John (character #1)

No, there is no de minimis exception to the rule.

Roberta (character #3)

Is „visa fees‟ a reasonable way to record the payment in the company‟s books?

John (character #1)

No, these are not visa fees. As this improper payment has already been made, the proper way to
record the payment would be not as „visa fees‟ but as „facilitating payments to obtain visa‟. In any
31
John (character #1)
Now let‟s go through some of these issues. Has anyone experienced this type of a situation?

Roberta (character #3):

I had a staff member who recently had the job of ensuring that expatriate staff obtained a work visa
to carry out their work in our country. Some visa applications had been pending for 2 months and we
had a new expatriate GM arriving in 1 week to attend some critical business meetings. My staff
member was told that if she pays a small fee to the processing clerk, the visas will be rushed
through the process. So given the urgency of the situation, she gave $50 to the clerk, and the visas
were granted. Then on her expense reimbursement form, to avoid any awkward questions, she
described the payment as „visa fees‟.

Sheila (character #2)

Can you pay that money according to GSK policy?

John (character #1)

No, you can‟t. The payment would be considered a facilitating payment, and that is not permitted by
UK laws or the GSK Policy 007. However, if there was a legitimate route to expedite the application
with the fee paid to the government, not to an individual, then this would NOT be a facilitation
payment.

Sheila (character #2)

Would it have made a difference if the payment was $5?

John (character #1)

No, there is no de minimis exception to the rule.

Roberta (character #3)

Is „visa fees‟ a reasonable way to record the payment in the company‟s books?

John (character #1)

No, these are not visa fees. As this improper payment has already been made, the proper way to
record the payment would be not as „visa fees‟ but as „facilitating payments to obtain visa‟. In any
32
John (character #1)
Now let‟s go through some of these issues. Has anyone experienced this type of a situation?

Roberta (character #3):

I had a staff member who recently had the job of ensuring that expatriate staff obtained a work visa
to carry out their work in our country. Some visa applications had been pending for 2 months and we
had a new expatriate GM arriving in 1 week to attend some critical business meetings. My staff
member was told that if she pays a small fee to the processing clerk, the visas will be rushed
through the process. So given the urgency of the situation, she gave $50 to the clerk, and the visas
were granted. Then on her expense reimbursement form, to avoid any awkward questions, she
described the payment as „visa fees‟.

Sheila (character #2)

Can you pay that money according to GSK policy?

John (character #1)

No, you can‟t. The payment would be considered a facilitating payment, and that is not permitted by
UK laws or the GSK Policy 007. However, if there was a legitimate route to expedite the application
with the fee paid to the government, not to an individual, then this would NOT be a facilitation
payment.

Sheila (character #2)

Would it have made a difference if the payment was $5?

John (character #1)

No, there is no de minimis exception to the rule.

Roberta (character #3)

Is „visa fees‟ a reasonable way to record the payment in the company‟s books?

John (character #1)

No, these are not visa fees. As this improper payment has already been made, the proper way to
record the payment would be not as „visa fees‟ but as „facilitating payments to obtain visa‟. In any
33
John (character #1)
Now let‟s go through some of these issues. Has anyone experienced this type of a situation?

Roberta (character #3):

I had a staff member who recently had the job of ensuring that expatriate staff obtained a work visa
to carry out their work in our country. Some visa applications had been pending for 2 months and we
had a new expatriate GM arriving in 1 week to attend some critical business meetings. My staff
member was told that if she pays a small fee to the processing clerk, the visas will be rushed
through the process. So given the urgency of the situation, she gave $50 to the clerk, and the visas
were granted. Then on her expense reimbursement form, to avoid any awkward questions, she
described the payment as „visa fees‟.

Sheila (character #2)

Can you pay that money according to GSK policy?

John (character #1)

No, you can‟t. The payment would be considered a facilitating payment, and that is not permitted by
UK laws or the GSK Policy 007. However, if there was a legitimate route to expedite the application
with the fee paid to the government, not to an individual, then this would NOT be a facilitation
payment.

Sheila (character #2)

Would it have made a difference if the payment was $5?

John (character #1)

No, there is no de minimis exception to the rule.

Roberta (character #3)

Is „visa fees‟ a reasonable way to record the payment in the company‟s books?

John (character #1)

No, these are not visa fees. As this improper payment has already been made, the proper way to
record the payment would be not as „visa fees‟ but as „facilitating payments to obtain visa‟. In any
34
John (character #1)
Now let‟s go through some of these issues. Has anyone experienced this type of a situation?

Roberta (character #3):

I had a staff member who recently had the job of ensuring that expatriate staff obtained a work visa
to carry out their work in our country. Some visa applications had been pending for 2 months and we
had a new expatriate GM arriving in 1 week to attend some critical business meetings. My staff
member was told that if she pays a small fee to the processing clerk, the visas will be rushed
through the process. So given the urgency of the situation, she gave $50 to the clerk, and the visas
were granted. Then on her expense reimbursement form, to avoid any awkward questions, she
described the payment as „visa fees‟.

Sheila (character #2)

Can you pay that money according to GSK policy?

John (character #1)

No, you can‟t. The payment would be considered a facilitating payment, and that is not permitted by
UK laws or the GSK Policy 007. However, if there was a legitimate route to expedite the application
with the fee paid to the government, not to an individual, then this would NOT be a facilitation
payment.

Sheila (character #2)

Would it have made a difference if the payment was $5?

John (character #1)

No, there is no de minimis exception to the rule.

Roberta (character #3)

Is „visa fees‟ a reasonable way to record the payment in the company‟s books?

John (character #1)

No, these are not visa fees. As this improper payment has already been made, the proper way to
record the payment would be not as „visa fees‟ but as „facilitating payments to obtain visa‟. In any
35
John (character #1)
Now let‟s go through some of these issues. Has anyone experienced this type of a situation?

Roberta (character #3):

I had a staff member who recently had the job of ensuring that expatriate staff obtained a work visa
to carry out their work in our country. Some visa applications had been pending for 2 months and we
had a new expatriate GM arriving in 1 week to attend some critical business meetings. My staff
member was told that if she pays a small fee to the processing clerk, the visas will be rushed
through the process. So given the urgency of the situation, she gave $50 to the clerk, and the visas
were granted. Then on her expense reimbursement form, to avoid any awkward questions, she
described the payment as „visa fees‟.

Sheila (character #2)

Can you pay that money according to GSK policy?

John (character #1)

No, you can‟t. The payment would be considered a facilitating payment, and that is not permitted by
UK laws or the GSK Policy 007. However, if there was a legitimate route to expedite the application
with the fee paid to the government, not to an individual, then this would NOT be a facilitation
payment.

Sheila (character #2)

Would it have made a difference if the payment was $5?

John (character #1)

No, there is no de minimis exception to the rule.

Roberta (character #3)

Is „visa fees‟ a reasonable way to record the payment in the company‟s books?

John (character #1)

No, these are not visa fees. As this improper payment has already been made, the proper way to
record the payment would be not as „visa fees‟ but as „facilitating payments to obtain visa‟. In any
36
John (character #1)
Now let‟s go through some of these issues. Has anyone experienced this type of a situation?

Roberta (character #3):

I had a staff member who recently had the job of ensuring that expatriate staff obtained a work visa
to carry out their work in our country. Some visa applications had been pending for 2 months and we
had a new expatriate GM arriving in 1 week to attend some critical business meetings. My staff
member was told that if she pays a small fee to the processing clerk, the visas will be rushed
through the process. So given the urgency of the situation, she gave $50 to the clerk, and the visas
were granted. Then on her expense reimbursement form, to avoid any awkward questions, she
described the payment as „visa fees‟.

Sheila (character #2)

Can you pay that money according to GSK policy?

John (character #1)

No, you can‟t. The payment would be considered a facilitating payment, and that is not permitted by
UK laws or the GSK Policy 007. However, if there was a legitimate route to expedite the application
with the fee paid to the government, not to an individual, then this would NOT be a facilitation
payment.

Sheila (character #2)

Would it have made a difference if the payment was $5?

John (character #1)

No, there is no de minimis exception to the rule.

Roberta (character #3)

Is „visa fees‟ a reasonable way to record the payment in the company‟s books?

John (character #1)

No, these are not visa fees. As this improper payment has already been made, the proper way to
record the payment would be not as „visa fees‟ but as „facilitating payments to obtain visa‟. In any
37
John (character #1)
Now let‟s go through some of these issues. Has anyone experienced this type of a situation?

Roberta (character #3):

I had a staff member who recently had the job of ensuring that expatriate staff obtained a work visa
to carry out their work in our country. Some visa applications had been pending for 2 months and we
had a new expatriate GM arriving in 1 week to attend some critical business meetings. My staff
member was told that if she pays a small fee to the processing clerk, the visas will be rushed
through the process. So given the urgency of the situation, she gave $50 to the clerk, and the visas
were granted. Then on her expense reimbursement form, to avoid any awkward questions, she
described the payment as „visa fees‟.

Sheila (character #2)

Can you pay that money according to GSK policy?

John (character #1)

No, you can‟t. The payment would be considered a facilitating payment, and that is not permitted by
UK laws or the GSK Policy 007. However, if there was a legitimate route to expedite the application
with the fee paid to the government, not to an individual, then this would NOT be a facilitation
payment.

Sheila (character #2)

Would it have made a difference if the payment was $5?

John (character #1)

No, there is no de minimis exception to the rule.

Roberta (character #3)

Is „visa fees‟ a reasonable way to record the payment in the company‟s books?

John (character #1)

No, these are not visa fees. As this improper payment has already been made, the proper way to
record the payment would be not as „visa fees‟ but as „facilitating payments to obtain visa‟. In any
38
John (character #1)
Now let‟s go through some of these issues. Has anyone experienced this type of a situation?

Roberta (character #3):

I had a staff member who recently had the job of ensuring that expatriate staff obtained a work visa
to carry out their work in our country. Some visa applications had been pending for 2 months and we
had a new expatriate GM arriving in 1 week to attend some critical business meetings. My staff
member was told that if she pays a small fee to the processing clerk, the visas will be rushed
through the process. So given the urgency of the situation, she gave $50 to the clerk, and the visas
were granted. Then on her expense reimbursement form, to avoid any awkward questions, she
described the payment as „visa fees‟.

Sheila (character #2)

Can you pay that money according to GSK policy?

John (character #1)

No, you can‟t. The payment would be considered a facilitating payment, and that is not permitted by
UK laws or the GSK Policy 007. However, if there was a legitimate route to expedite the application
with the fee paid to the government, not to an individual, then this would NOT be a facilitation
payment.

Sheila (character #2)

Would it have made a difference if the payment was $5?

John (character #1)

No, there is no de minimis exception to the rule.

Roberta (character #3)

Is „visa fees‟ a reasonable way to record the payment in the company‟s books?

John (character #1)

No, these are not visa fees. As this improper payment has already been made, the proper way to
record the payment would be not as „visa fees‟ but as „facilitating payments to obtain visa‟. In any
39
John (character #1)
Now let‟s go through some of these issues. Has anyone experienced this type of a situation?

Roberta (character #3):

I had a staff member who recently had the job of ensuring that expatriate staff obtained a work visa
to carry out their work in our country. Some visa applications had been pending for 2 months and we
had a new expatriate GM arriving in 1 week to attend some critical business meetings. My staff
member was told that if she pays a small fee to the processing clerk, the visas will be rushed
through the process. So given the urgency of the situation, she gave $50 to the clerk, and the visas
were granted. Then on her expense reimbursement form, to avoid any awkward questions, she
described the payment as „visa fees‟.

Sheila (character #2)

Can you pay that money according to GSK policy?

John (character #1)

No, you can‟t. The payment would be considered a facilitating payment, and that is not permitted by
UK laws or the GSK Policy 007. However, if there was a legitimate route to expedite the application
with the fee paid to the government, not to an individual, then this would NOT be a facilitation
payment.

Sheila (character #2)

Would it have made a difference if the payment was $5?

John (character #1)

No, there is no de minimis exception to the rule.

Roberta (character #3)

Is „visa fees‟ a reasonable way to record the payment in the company‟s books?

John (character #1)

No, these are not visa fees. As this improper payment has already been made, the proper way to
record the payment would be not as „visa fees‟ but as „facilitating payments to obtain visa‟. In any
40
Case Study – Facilitation Payments Summary

GSK Policy 007 prohibits facilitation payments.

Payments are permitted if and only if

It‟s an official service sanctioned by the authority

Payment made to the authority, not to individuals for additional/expedited services
Receipts are provided and payment accurately recorded
Receipts provided
Payment does not involve the exercise of discretion

41
The policy does not prevent GSK from conducting legitimate business activities as
listed. Further guidance is available in the new SOP – Interacting with Government
Officials. This is designed to ensure that all GSK interactions with public officials
comply with local laws and regulations, as well as in line with GSK‟s own
commitment to ethical conduct and absolute integrity.

If you are in doubt, consult your Legal department!

42
43
44
45
46
47
Policy 007 is part of the compliance framework of GSK and, as such, interacts and
is related to many other GSK policies. From the Code of Conduct to our existing
internal control frameworks, Policy 007 constitutes a part of the rules that govern
the company in line with its core value of integrity.

Policy 007 complements GSK‟s codes of commercial practices which set out
principles governing our engagement of Healthcare Professionals. As seen earlier,
Healthcare Professionals are of special interest as in many cases are considered
government officials.

48
Let‟s take a closer look at some high-risk business areas. The areas defined here
have been identified as having a greater corruption risk.

The list here is not exhaustive but please read through the list presented here, and
identify conditions that you may be experiencing in your business area.
50
51
John (character #1):
Now let‟s examine how we engage third parties and talk about conducting
business development activities.

52
John (character #1):
Now let‟s examine how we engage third parties and talk about conducting
business development activities.

53
Policy 007 requires the highest standard of behaviour from all employees and third
parties that deal with GSK.

If one of our third parties conducts an improper act while working on our behalf, it is
no different than if the act was committed by GSK. In recent actions by
enforcement authorities, companies have been held responsible where they knew
or should have known of payments by an agent or distributor.

We should only deal with third parties that share our values. Ignorance is not a
defence and there are, in fact, high expectations for companies like GSK to know
and understand our partners and their business practices.
It is our responsibility to KNOW OUR PARTNERS.

54
55
56
High-Risk Third Parties are:

Third parties acting on behalf of GSK;

Third parties over whom GSK exercises or will exercise a degree of ownership or
control;
Third parties who, in the course of dealing with GSK business, engage in contacts
with government officials; or
Third parties organized and operating in High-Risk markets. See Appendix A for
“High-Risk markets” definition.

HCPs, Agents, External Facing Consultants and Distributors are always

considered to be High-Risk Third Parties.

57
58
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To help you manage the corruption risk when engaging third parties, we have
prepared the Anti-Corruption Framework: Third-Party Guidelines to give you
detailed guidance on what steps must be taken to manage corruption risk at all
stages of engaging a third party.

The Guidelines are arranged in three sections covering the lifecycle of any
engagement.

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During the selection stage, the business owner is responsible for conducting due
diligence. As we pointed out before, the level of due diligence activity will depend
on whether the third party is High-Risk or not. This is called a risk-based approach
– the riskier the party, the more caution we take.

In the case of third parties operating in high-risk markets, you will need to make a
judgment call as to whether you need to do more than the minimum procedures.

62
When the third party has been selected, the business owner in consultation with
legal must put into place appropriate contractual documentation to mitigate against
corruption risk. We adopt a risk-based approach requiring different legal clauses
for different types of third parties.

Finally, after the contract is in place, the business owner, compliance and legal
have ongoing responsibilities to monitor the third party to ensure there are no
changes which would pose a corruption risk.

Remember, the guidelines are there to help you understand what must be done
and who is responsible. If you have any questions about the Third-Party
Guidelines, you should speak with your compliance officer or legal contact.

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The Guidelines provide you with a decision table to help you decide what level of
due diligence is required. Let us apply this to an example.

Assume we wish to engage a doctor working in a public hospital as a key opinion

leader to help us educate other doctors about our products. This doctor is acting as
an external facing consultant.

We know that if the third party is an agent, distributor, external-facing consultants,

or individuals or groups that interact with governmental officials, full due diligence
procedures must be performed. Note that external-facing consultants are defined
as individuals or companies hired to represent GSK, interact with parties external
to GSK, or conduct work on GSK‟s behalf. This category does not include internal-
facing consultants that are hired to help GSK within internal processes or provide
of advice to management. The decision tree tells us that a full due diligence is
required. On reading the Anti-Corruption Framework: Third-Party Guidelines, you
will see that this entails obtaining a background check from Corporate Security
(CSI) and addressing the outcomes as part of the vendor selection process.

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All business units need to be aware of potential indicators of corruption known as
„red flags‟ and consider these during due diligence and ongoing monitoring. Red
flags may appear from a broad range of risk areas.

67
Sheila (character #2)
We won the pre-pandemic tender in our area. The product was shipped but the
government is now refusing to honour its obligation to pay. So we considered
bringing a lawsuit, but the local lawyer advised that the courts are not likely to give
judgement in our favour against the government. He then advised that his law firm
can probably secure payment of the debt, but an up-front flat fee of $25,000 is
necessary.

68
Roberta (character #3)
So why could the law practice get the issue concluded? And why the up-front fee?

John (character #1)

Those are all good questions. Questions like those should raise a red flag.

Roberta (character #3)

I would also wonder why the government refused to pay and ask what process the
law firm would follow and how it would be different.

John (character #1)

Excellent, and all those questions you raise are red flags that should prompt you to
assess the situation further.

Sheila (character #2)

Would the up-front payment violate the law?

John (character #1)

Maybe. It would depend if the payments were used to bribe a public official.

Roberta (character #3)

So what further steps should <character #2> take?

John (character #1)

Well, there are a few things you can and should do:

Always perform due diligence before engaging the law firm.

Assess that the fees are reasonable in light of the services performed.
Make sure the contract states that the law firm must comply with laws in
performing their duties. That way, the breach in contract will entitle GSK to
terminate the contract and withhold payment.
You can contact your local embassy to engage your government‟s support for
dealing with foreign governments.
69
Roberta (character #3)
So why could the law practice get the issue concluded? And why the up-front fee?

John (character #1)

Those are all good questions. Questions like those should raise a red flag.

Roberta (character #3)

I would also wonder why the government refused to pay and ask what process the
law firm would follow and how it would be different.

John (character #1)

Excellent, and all those questions you raise are red flags that should prompt you to
assess the situation further.

Sheila (character #2)

Would the up-front payment violate the law?

John (character #1)

Maybe. It would depend if the payments were used to bribe a public official.

Roberta (character #3)

So what further steps should <character #2> take?

John (character #1)

Well, there are a few things you can and should do:

Always perform due diligence before engaging the law firm.

Assess that the fees are reasonable in light of the services performed.
Make sure the contract states that the law firm must comply with laws in
performing their duties. That way, the breach in contract will entitle GSK to
terminate the contract and withhold payment.
You can contact your local embassy to engage your government‟s support for
dealing with foreign governments.
70
Roberta (character #3)
So why could the law practice get the issue concluded? And why the up-front fee?

John (character #1)

Those are all good questions. Questions like those should raise a red flag.

Roberta (character #3)

I would also wonder why the government refused to pay and ask what process the
law firm would follow and how it would be different.

John (character #1)

Excellent, and all those questions you raise are red flags that should prompt you to
assess the situation further.

Sheila (character #2)

Would the up-front payment violate the law?

John (character #1)

Maybe. It would depend if the payments were used to bribe a public official.

Roberta (character #3)

So what further steps should <character #2> take?

John (character #1)

Well, there are a few things you can and should do:

Always perform due diligence before engaging the law firm.

Assess that the fees are reasonable in light of the services performed.
Make sure the contract states that the law firm must comply with laws in
performing their duties. That way, the breach in contract will entitle GSK to
terminate the contract and withhold payment.
You can contact your local embassy to engage your government‟s support for
dealing with foreign governments.
71
Roberta (character #3)
So why could the law practice get the issue concluded? And why the up-front fee?

John (character #1)

Those are all good questions. Questions like those should raise a red flag.

Roberta (character #3)

I would also wonder why the government refused to pay and ask what process the
law firm would follow and how it would be different.

John (character #1)

Excellent, and all those questions you raise are red flags that should prompt you to
assess the situation further.

Sheila (character #2)

Would the up-front payment violate the law?

John (character #1)

Maybe. It would depend if the payments were used to bribe a public official.

Roberta (character #3)

So what further steps should <character #2> take?

John (character #1)

Well, there are a few things you can and should do:

Always perform due diligence before engaging the law firm.

Assess that the fees are reasonable in light of the services performed.
Make sure the contract states that the law firm must comply with laws in
performing their duties. That way, the breach in contract will entitle GSK to
terminate the contract and withhold payment.
You can contact your local embassy to engage your government‟s support for
dealing with foreign governments.
72
Roberta (character #3)
So why could the law practice get the issue concluded? And why the up-front fee?

John (character #1)

Those are all good questions. Questions like those should raise a red flag.

Roberta (character #3)

I would also wonder why the government refused to pay and ask what process the
law firm would follow and how it would be different.

John (character #1)

Excellent, and all those questions you raise are red flags that should prompt you to
assess the situation further.

Sheila (character #2)

Would the up-front payment violate the law?

John (character #1)

Maybe. It would depend if the payments were used to bribe a public official.

Roberta (character #3)

So what further steps should <character #2> take?

John (character #1)

Well, there are a few things you can and should do:

Always perform due diligence before engaging the law firm.

Assess that the fees are reasonable in light of the services performed.
Make sure the contract states that the law firm must comply with laws in
performing their duties. That way, the breach in contract will entitle GSK to
terminate the contract and withhold payment.
You can contact your local embassy to engage your government‟s support for
dealing with foreign governments.
73
Roberta (character #3)
So why could the law practice get the issue concluded? And why the up-front fee?

John (character #1)

Those are all good questions. Questions like those should raise a red flag.

Roberta (character #3)

I would also wonder why the government refused to pay and ask what process the
law firm would follow and how it would be different.

John (character #1)

Excellent, and all those questions you raise are red flags that should prompt you to
assess the situation further.

Sheila (character #2)

Would the up-front payment violate the law?

John (character #1)

Maybe. It would depend if the payments were used to bribe a public official.

Roberta (character #3)

So what further steps should <character #2> take?

John (character #1)

Well, there are a few things you can and should do:

Always perform due diligence before engaging the law firm.

Assess that the fees are reasonable in light of the services performed.
Make sure the contract states that the law firm must comply with laws in
performing their duties. That way, the breach in contract will entitle GSK to
terminate the contract and withhold payment.
You can contact your local embassy to engage your government‟s support for
dealing with foreign governments.
74
Roberta (character #3)
So why could the law practice get the issue concluded? And why the up-front fee?

John (character #1)

Those are all good questions. Questions like those should raise a red flag.

Roberta (character #3)

I would also wonder why the government refused to pay and ask what process the
law firm would follow and how it would be different.

John (character #1)

Excellent, and all those questions you raise are red flags that should prompt you to
assess the situation further.

Sheila (character #2)

Would the up-front payment violate the law?

John (character #1)

Maybe. It would depend if the payments were used to bribe a public official.

Roberta (character #3)

So what further steps should <character #2> take?

John (character #1)

Well, there are a few things you can and should do:

Always perform due diligence before engaging the law firm.

Assess that the fees are reasonable in light of the services performed.
Make sure the contract states that the law firm must comply with laws in
performing their duties. That way, the breach in contract will entitle GSK to
terminate the contract and withhold payment.
You can contact your local embassy to engage your government‟s support for
dealing with foreign governments.
75
Roberta (character #3)
So why could the law practice get the issue concluded? And why the up-front fee?

John (character #1)

Those are all good questions. Questions like those should raise a red flag.

Roberta (character #3)

I would also wonder why the government refused to pay and ask what process the
law firm would follow and how it would be different.

John (character #1)

Excellent, and all those questions you raise are red flags that should prompt you to
assess the situation further.

Sheila (character #2)

Would the up-front payment violate the law?

John (character #1)

Maybe. It would depend if the payments were used to bribe a public official.

Roberta (character #3)

So what further steps should <character #2> take?

John (character #1)

Well, there are a few things you can and should do:

Always perform due diligence before engaging the law firm.

Assess that the fees are reasonable in light of the services performed.
Make sure the contract states that the law firm must comply with laws in
performing their duties. That way, the breach in contract will entitle GSK to
terminate the contract and withhold payment.
You can contact your local embassy to engage your government‟s support for
dealing with foreign governments.
76
Roberta (character #3)
So why could the law practice get the issue concluded? And why the up-front fee?

John (character #1)

Those are all good questions. Questions like those should raise a red flag.

Roberta (character #3)

I would also wonder why the government refused to pay and ask what process the
law firm would follow and how it would be different.

John (character #1)

Excellent, and all those questions you raise are red flags that should prompt you to
assess the situation further.

Sheila (character #2)

Would the up-front payment violate the law?

John (character #1)

Maybe. It would depend if the payments were used to bribe a public official.

Roberta (character #3)

So what further steps should <character #2> take?

John (character #1)

Well, there are a few things you can and should do:

Always perform due diligence before engaging the law firm.

Assess that the fees are reasonable in light of the services performed.
Make sure the contract states that the law firm must comply with laws in
performing their duties. That way, the breach in contract will entitle GSK to
terminate the contract and withhold payment.
You can contact your local embassy to engage your government‟s support for
dealing with foreign governments.
77
In accordance with Policy 007, the GSK business units should conduct the
necessary due diligence and monitoring of the law firm. GSK should obtain
appropriate representations and warranties in connection with compliance with
Policy 007 and local anti-bribery laws.

Keep in mind that a company is liable for the conduct of its representative where it
knows or should have reasonably known of unlawful actions. The „head in the sand‟
approach is not a successful strategy to avoid corruption liability.

A law firm‟s compensation should be reasonable and related to the value of

services provided to GSK. Activities and expenses of lawyers should be clearly
monitored and have appropriate contractual terms.

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Now that we‟ve reviewed engaging third parties, let‟s look at business development
transactions, for example, mergers and acquisitions.

It is critical that we know our partner. Risk of legal liability and significant financial
and reputational exposure is high if the partner is not managed in the right way. As
with any third party, ignorance is NOT a defence, and so comprehensive due
diligence needs to be performed for key business development (BD) transactions.
Depending on the deal, GSK often needs to perform additional due diligence after
the deal has closed to ensure that we are aware of all the risks and that issues are
addressed in a timely manner.

Enforcement authorities expect due diligence procedures not only to be in place,

but also to be performed consistently. If the required procedures are not
completed, there must be a strong, documented rationale for this and the relevant
approvals as set in the Anti-Corruption Framework: Business Development
Guidelines. GSK must be able to demonstrate robust and consistent due diligence
practices.

As with third parties, there are guidelines to help you manage the risk in business
development transactions. These guidelines detail the steps required to be
followed at all stages of the business development deal – pre-deal, the deal itself
and post-deal.

81
John (character #1):
You have an active part at GSK in preventing corruption. Let‟s review your
responsibility regarding the actions you can take and the tools and resources
available.

82
John (character #1):
You have an active part at GSK in preventing corruption. Let‟s review your
responsibility regarding the actions you can take and the tools and resources
available.

83
If you do discover a problem, you need to report it immediately. Remember, failure
to report is a disciplinary offence.
The company has a strong non-retaliation policy which states that there must be NO
retaliation, retribution, or any form of harassment.

This slide lists who you should go to if you discover a potential issue. You can
always report anonymously through the CEC helpline or the International Reporting
Line.

If you‟re ever involved in a situation yourself, reporting it won‟t ensure you immunity
but will be a mitigating factor in determining consequences.

84
Prevention Corruption is really up to you. It‟s a decision you make each day. Take
a moment and review the actions you can take to prevent corruption at GSK.

85
Because of GSK‟s focus on corruption prevention, you have the tools and
resources you need to make informed decisions.

GSK has a strong internal control framework, and compliance programmes within
each business unit. Risk management is being conducted at the programme and
project levels as well as at the business unit and corporate levels. There is an
active internal control matrix in place, and educational materials are available to
develop a focussed awareness within each team.

Visit the Corporate Ethics and Compliance Web community page to access the
Corruption Prevention materials. Questions and comments can be submitted
through the Integrity Helpline and Confidential Reporting Lines.

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