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Anti-Corruption Policy on Travel, Lodging, Meals, Entertainment, Gifts and Sponsorships

Global Compliance Policy Approved By: David Campos Pavon, Chief Compliance Officer Tim Keller, General Counsel

Edition: 2.0 Effective Date: 31-Jan-2013 Functional Owner: Compliance Organization

1.0 1.1 1.2 2.0 2.1 2.2 2.3

POLICY STATEMENT ................................................................................................ 2 PURPOSE ..............................................................................................................2 SCOPE ................................................................................................................2 BUSINESS TRIPS, BUSINESS MEETINGS, EVENTS AND ASSOCIATED MEALS AND ENTERTAINMENT ... 4 BUSINESS TRIPS AND ASSOCIATED LODGING, MEALS AND ENTERTAINMENT ..............................................4 BUSINESS MEETINGS AND ASSOCIATED MEALS AND ENTERTAINMENT ....................................................6 BUSINESS-RELATED MARKETING AND ENTERTAINMENT EVENTS, INCLUDING SPORTS AND CULTURAL EVENTS ............7

3.0 APPROVAL BY THE COMPLIANCE ORGANIZATION AND FILING PROCEDURE; EZVISIT; FINANCE ORGANIZATION REVIEW ..................................................................................................... 8 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 4.0 4.1 4.2 4.3 5.0 6.0 7.0 8.0 9.0 10.0 11.0 11.1 11.2 11.3 PRE-APPROVAL BY THE COMPLIANCE ORGANIZATION...................................................................8 EZVISIT TOOL ........................................................................................................8 APPROVAL CRITERIA...................................................................................................8 MEALS AND ENTERTAINMENT ..........................................................................................9 EVENTS ...............................................................................................................9 TRAVEL/LODGING COSTS OR SPENDING AMOUNTS IN EXCESS OF EXPENSE GUIDELINES .................................9 RECORDKEEPING .................................................................................................... 10 FINANCE ORGANIZATION REVIEW AND REIMBURSEMENT .............................................................. 10 SUPPORT BY THE LAW DIVISION ..................................................................................... 10 THIRD PARTIES .....................................................................................................10 APPLICATION TO THIRD PARTIES..................................................................................... 10 THIRD PARTY AGREEMENTS.......................................................................................... 11 APPROVAL AND FILING PROCEDURE .................................................................................. 11 VISA APPLICATIONS ...............................................................................................11 GIFTS.................................................................................................................12 FAMILY MEMBERS OF COVERED PERSONS OR PRIVATE PERSONS.........................................13 SPONSORSHIPS .....................................................................................................14 EXCEPTIONS TO THE POLICY ....................................................................................15 UPDATE AND ACCESSIBILITY OF THE POLICY.................................................................15 RESOURCES AND REFERENCES ..................................................................................15 RELATED DOCUMENTS ............................................................................................... 15 CONTACT INFORMATION ............................................................................................. 15 DOCUMENT HISTORY ................................................................................................ 16

Page 1 of 16 Alcatel-Lucent Internal Proprietary Use pursuant to Company instruction

Anti-Corruption Policy on Travel, Lodging, Meals, Entertainment, Gifts and Sponsorships Edition 2.0, 31 January 2013

1.0

Policy Statement

One of the key principles of the Alcatel-Lucent Code of Conduct can be condensed as we do not buy business through gifts, entertainment or favors. Our reputation significantly affects all of our business relationships, including those with customers, third parties and shareholders. Because our continued success is so closely linked to our reputation, employees must adhere to the highest standards of honesty, integrity, accountability and respect at all times.

1.1

Purpose

This policy is designed to ensure that directors, officers and employees of Alcatel-Lucent, as well as third parties engaged in business activities with or on behalf of Alcatel-Lucent, avoid corruption in all its forms, including, but not limited to, bribery of government officials, suppliers and customers. In particular, this policy addresses the requirements of French Law No. 2000-595 of 30 June 2000, the U.S. Foreign Corrupt Practices Act of 1977 (FCPA), and other countries' legislation enacting the Organisation for Economic Co-operation and Development (OECD) Convention on Combating Bribery of Public Officials in International Business, the United Nations (UN) Convention against Corruption and other similar treaties; the European Unions Council Framework Decision of 22 July 2003 on combating corruption in the private sector (enacted into the French Penal Code on 4 July 2005); as well as anti-corruption laws of France, the United States, the United Kingdom and other countries where Alcatel-Lucent conducts business. For simplicity, these laws are sometimes collectively referred to as the Anti-Corruption Laws throughout this document.

1.2

Scope

1.2.1 Covered Persons and Private Persons (also known as Non-Covered Persons)
This policy, the Anti-Corruption Policy on Travel, Lodging, Meals, Entertainment, Gifts and Sponsorships, also commonly known as the Anti-Corruption Hospitality Policy or simply the Hospitality Policy, addresses anti-corruption compliance requirements with respect to travel, lodging, meals, entertainment, gifts and sponsorships for Covered Persons and Private Persons. An entity is either Covered or Private/Non-Covered. Alcatel-Lucent maintains the Covered Company/Persons Look-up Database and if a company or individual is not listed in this database, the companys employees or the individual are per default regarded as Covered Persons as defined in section 1.2.1 (i) below. In the EZVisit tool on the company intranet, the Private Customers are also identified with the term Non-Covered customers. (i) For the purposes of this policy, the term Covered Persons includes the following: a) Elected government officials; b) Employees of a government;

Page 2 of 16 Alcatel-Lucent Internal Proprietary Use pursuant to Company instruction

Anti-Corruption Policy on Travel, Lodging, Meals, Entertainment, Gifts and Sponsorships Edition 2.0, 31 January 2013 c) Employees of government-owned or government-controlled entities; d) Employees or representatives of government-owned or controlled (non-profit) organizations including but not limited to government-controlled or government-owned research facilities; e) Employees of an international public organization (for example, Olympics Committees, United Nations, World Bank, European Union, North Atlantic Treaty Organization); f) Individuals acting for or on behalf of a government, even though they may not be employees of a government organization; g) Members of political parties and/or candidates for political office; and h) Individuals considered government officials under applicable local laws. The above definition of Covered Persons includes various types of government officials, and may differ from and be broader than what local laws consider a government official to be. Many of our customers and employees of these customers fall within the above definition of Covered Persons. Therefore, all of our transactions and/or dealings with these customers are covered by this policy. (ii) For the purposes of this policy, the term Private Persons (also referred to as Non-Covered Persons) includes the following: a) Individuals doing business either on their own account or on the account of their own privately organized company; and b) Employees of privately organized entities.

1.2.2 U.S. Government Officials


The United States (U.S.) government has very strict rules and criminal sanctions prohibiting the provision of gifts, entertainment, meals, favors or anything of value to U.S. government employees. It is never appropriate to offer or provide gifts or other favors to a U.S. government official, employee or customer, regardless of the value of such gift or favor. Under certain circumstances, you may not receive gifts, entertainment, meals or favors from your supplier if you are directly or indirectly involved in providing products or services to the U.S. government. For more specific guidance, consult with your supporting Alcatel-Lucent Corporate Counsel.

1.2.3 Traditional Government Officials


In addition to the United States, many other governments have very strict rules and criminal sanctions prohibiting the provision of gifts, entertainment, meals, favors or anything of value to their governmental employees. For the purposes of this policy, the term Traditional Government Official refers to individuals that are: (a) employed by a governmental ministry, agency, court or elected official; (b) elected or appointed to a public position; or (c) working in the legislative, executive or judicial branches of the government.

Page 3 of 16 Alcatel-Lucent Internal Proprietary Use pursuant to Company instruction

Anti-Corruption Policy on Travel, Lodging, Meals, Entertainment, Gifts and Sponsorships Edition 2.0, 31 January 2013 Before incurring any Hospitality Expense for a Traditional Government Official, the Alcatel-Lucent Compliance Organization must be consulted to determine if more stringent laws or local rules apply to such officials. Note that the term Traditional Government Official does not include persons who work for commercial companies, such as telecom service providers, that are government controlled; such persons are considered Covered Persons but not Traditional Government Officials under this policy.

1.2.4 Local Laws and Regulations


Local laws and regulations, as well as local Alcatel-Lucent policies, may include more restrictions on Hospitality Expenses in addition to those outlined in this policy. In the event of a conflict between the stricter local laws and regulations or local Alcatel-Lucent policies, and this policy, the more strict law, regulation or policy prevails.

1.2.5 Applicability
This policy applies to all employees and non-employee temporary or contract workers of AlcatelLucent; all subsidiaries, affiliates and joint ventures over which the company has management control; and all third parties engaged in business activities for or on behalf of Alcatel-Lucent in accordance with Section 4.0 of this policy.

2.0 Business Trips, Business Meetings, Events and Associated Meals and Entertainment
2.1 Business Trips and Associated Lodging, Meals and Entertainment

2.1.1 Travel and Associated Costs for Covered Persons and Private Persons
Alcatel-Lucent is permitted to incur travel and associated costs for Covered Persons and Private Persons, if they are directly related to the promotion or demonstration of the companys products and services, or are necessary for the company to fulfill its obligations under a contract. Examples of such promotional expenses would include travel, meal and lodging expenses for trips to train customers on Alcatel-Lucent products and services or to inspect Alcatel-Lucent facilities or Alcatel-Lucent deployments at showcase customer sites, particularly when such trips are required in the sales contract.

2.1.2 Business Trips and Associated Lodging, Meals and Entertainment


The policy for business trips and associated lodging, meals and entertainment is as follows: It is permitted to invite Covered Persons or Private Persons on business trips only if the main purpose is attending conferences or business meetings sponsored by Alcatel-Lucent, visiting Alcatel-Lucent facilities to discuss (potential) business, or visiting Alcatel-Lucent deployments at showcase customer sites.

Page 4 of 16 Alcatel-Lucent Internal Proprietary Use pursuant to Company instruction

Anti-Corruption Policy on Travel, Lodging, Meals, Entertainment, Gifts and Sponsorships Edition 2.0, 31 January 2013 When inviting Covered Persons or Private Persons on business trips, Alcatel-Lucent can pay "reasonable and bona fide expenditures," such as travel and lodging expenses, meals and entertainment incurred on behalf of such individuals, where such expenses are directly related to: Promotion, demonstration, training or explanation of Alcatel-Lucent products or services or marketing policies; or Alcatel-Lucents execution or performance of a contract; or Negotiations or other discussions related to existing or potential business; or Attending Alcatel-Lucent-sponsored conferences or trade shows. All business trips and associated lodging, meals and entertainment require pre-approval by the Compliance Organization. Reasonableness of expenses is assessed by the Compliance Organization with reference to Appendix A for Covered Persons and Appendix B for Private Persons (see Section 11.1 Related Documents), and local laws and regulations. See Section 3.0 for the pre-approval process. Meals and/or entertainment may be offered as part of the business trip(s) or local business meetings as long as they are reasonable in nature and of subordinated importance, and any entertainment is in line with the principles as reflected in the Alcatel-Lucent Code of Conduct. Reasonable and justifiable expenditures incurred for the benefit of Covered Persons or Private Persons may be reimbursed where such expenditures are directly related to the promotion of Alcatel-Lucent products or services or to the performance or execution of a contract, and are in compliance with local laws and other rules binding on the Covered Persons or Private Persons. The costs and expenditures are directly reimbursed to: The service provider (for example, a hotel, airline or restaurant); or The Customer or Governmental entity or private entity that employs the Covered Person; or In the case of a Private Person, to the private company that employs the Private Person. Reimbursement requires receipt of supporting documentation from the provider of the services. Such reimbursement should never be made directly to the individual Covered Person or Private Person. Daily cash allowances, or 'per diem allowances', cash advances, cash gifts or anything that can be easily turned into cash (for example, phone cards or gift cards) may not be provided to Covered Persons nor Private Persons. Any deviation from or exception to this rule must have prior written approval at the local or regional level by the designated Regional Compliance Leader. Spouses and family members of Covered Persons or Private Persons cannot be invited on business trips with the Covered Person or Private Person where the costs are to be reimbursed by AlcatelLucent; and if they accompany the Covered Person or Private Person any travel expenses incurred

Page 5 of 16 Alcatel-Lucent Internal Proprietary Use pursuant to Company instruction

Anti-Corruption Policy on Travel, Lodging, Meals, Entertainment, Gifts and Sponsorships Edition 2.0, 31 January 2013 by such Covered Person or Private Person for his spouse or family cannot and shall not be reimbursed by Alcatel-Lucent. Refer to Section 7.0 - Family Members of Covered Persons or Private Persons - for more details. Detailed receipts and other supporting documentation and/or related correspondence must be collected and provided to the Finance Organization to support reimbursement for the expenses and thereafter filed. Such documentation must be maintained according to the Alcatel-Lucent Information and Records Management (IRM) Policy (see Section 11.1 Related Documents).

2.2

Business Meetings and Associated Meals and Entertainment

Alcatel-Lucent can arrange for local meals or entertainment for Covered Persons without prior approval from the Compliance Organization, under the conditions specified below.

2.2.1 Local Meals and Entertainment for Covered Persons


For Covered Persons, Alcatel-Lucent can arrange local meals and entertainment without the prior approval of the Compliance Organization if all of the following criteria are met: For Covered Persons, the meals and entertainment are permitted under local law and the meals and entertainment are within the permissible amounts shown in Appendix A General Expense Schedule (see Section 11.1 Related Documents). If a Traditional Government Official is involved, the Compliance Organization has been consulted. It is a local event or business meeting and no travel and lodging arrangements are made or paid for by Alcatel-Lucent. The number of customer employees attending any one meal and/or entertainment is less than 30. Management approval is obtained in accordance with procedures applicable to such type and level of expense and such approval specifies the business purpose of the meeting. Entertainment is not offered to the same Covered Person or Private Person more than five (5) times per year. The main purpose of the meal, meeting or entertainment event is promotion of Alcatel-Lucent products and services, or discussion on specific projects or opportunities or other bona fide Alcatel-Lucent business purpose. Relationship building alone is not a valid business purpose. Detailed expense receipts and the management approval are properly recorded. The nature of any entertainment is consistent with the Alcatel-Lucent Code of Conduct.

2.2.2 Local Meals and Entertainment for Private Persons/Non-Covered Persons


In principle, for Private Persons, advance approval from the Compliance Organization is not required for meals, and is not required for entertainment below 500 Euro per person, as shown in

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Anti-Corruption Policy on Travel, Lodging, Meals, Entertainment, Gifts and Sponsorships Edition 2.0, 31 January 2013 Appendix B Expense Schedule for Private Persons, subject to the following: For Private Persons/Non-Covered Persons, Alcatel-Lucent can arrange for local meals or entertainment without prior approval from the Compliance Organization, if all of the following criteria are met: For Private Persons, the entertainment is within the permissible amount shown in Appendix B Expense Schedule for Private Persons (see Section 11.1 Related Documents). It is a local event or business meeting and no travel and lodging arrangements are made or paid for by Alcatel-Lucent. The number of customer employees attending any one meal and/or entertainment is less than 30. Management approval is obtained in accordance with procedures applicable to such type and level of expense and such approval specifies the business purpose of the meeting. Entertainment is not offered to the same Private Person more than five (5) times per year. The main purpose of the meal, meeting or entertainment event is promotion of Alcatel-Lucent products and services, or discussion on specific projects or opportunities or other bona fide Alcatel-Lucent business purpose. Relationship building alone is not a valid business purpose. Detailed expense receipts and the management approval are properly recorded. The nature of any entertainment is consistent with the Alcatel-Lucent Code of Conduct.

2.3 Business-Related Marketing and Entertainment Events, Including Sports and Cultural Events
For the purposes of this policy, an Event is defined as an activity involving 30 or more persons. In general, Alcatel-Lucent may pay or reimburse promotional and entertainment expenses for Covered Persons or Private Persons attending an Event that are incurred for a valid Alcatel-Lucent business purpose and if such payments are for reasonable and bona fide expenses. The payments must also be fully documented, properly approved and supported by original detailed receipts.

2.3.1 Events Organized by Alcatel-Lucent


The policy for Events organized by Alcatel-Lucent that may be attended by a Covered Person or a Private Person is as follows: The Event must have a valid Alcatel-Lucent business purpose. Relationship building alone is not a valid business purpose. The Event must be sponsored by Alcatel-Lucent, not by an individual employee. The Event must be approved by the appropriate level of Alcatel-Lucent management.

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Anti-Corruption Policy on Travel, Lodging, Meals, Entertainment, Gifts and Sponsorships Edition 2.0, 31 January 2013 Invitations to the Event must be sent in the name of Alcatel-Lucent. Prior approval must be obtained from the Compliance Organization. The procedure for approval is detailed in Section 3.0.

2.3.2 Events Not Organized by Alcatel-Lucent


The policy for Events (including invitations to cultural and sports events) that are not organized by Alcatel-Lucent and that may be attended by a Covered Person or a Private Person is as follows: Attendance at the Event must have a valid Alcatel-Lucent business purpose. Relationship building alone is not a valid business purpose. Prior approval must be obtained from the Compliance Organization. The procedure for approval is detailed in Section 3.0. An invitation must be made in the name of Alcatel-Lucent, not an individual employee. The invitation must be addressed to the business address of the Covered Person or Private Person. The invitation must specify that the Covered Person or the Private Person should obtain his or her supervisors approval to attend the Event. The value of the benefit provided must be reasonable and not excessive based on the recipients position or rank.

3.0 Approval by the Compliance Organization and Filing Procedure; EZVisit; Finance Organization Review
3.1 Pre-Approval by the Compliance Organization

As noted above, prior approval by the Compliance Organization is required for (a) all business trips for Covered Persons or Private Persons and associated expenses, (b) all business meals and/or entertainment events that do not satisfy the criteria in Section 2.2 above, and (c) all Events.

3.2

EZVisit Tool

All pre-approvals by the Compliance Organization shall be obtained through the EZVisit tool found on the Alcatel-Lucent intranet. The only exception is Alcatel-Lucent Shanghai Bell (ASB), which uses an offline version of the tool for travel and entertainment by ASB employees.

3.3

Approval Criteria

As part of the approval process, the Compliance Organization shall make its determination on whether or not to approve a request based upon the following criteria.

3.3.1 Verify Business Purpose


Confirm that the trip, meal, entertainment or Event has a valid business purpose as described in Section 2.0 above.

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Anti-Corruption Policy on Travel, Lodging, Meals, Entertainment, Gifts and Sponsorships Edition 2.0, 31 January 2013

3.3.2 Verify the Reasonableness of the Expenses


In general, expenses in line with the following rules will be approved and may be reimbursed as "reasonable and justifiable expenses: Flight arrangements that comply with Alcatel-Lucent travel policies; Appropriate ground transportation; Hotel expenses that comply with Alcatel-Lucent travel policies; Meals and/or entertainment costs that, for Covered Persons, are within the limits set out in Appendix A General Expense Schedule, and for Private Persons, are within the limits set out in Appendix B Expense Schedule for Private Persons (see Section 11.1 Related Documents); and if arranged as part of a business meeting or event, and are subordinate in importance and value to the business purpose.

Note: As determined by the Compliance Organization, there may be situations and expenses in addition to those noted above that may be considered reasonable, such as for the visit of a senior official.

3.4

Meals and Entertainment

With respect to Covered Persons, if there are no travel or lodging costs, and local entertainment or meal costs remain within the threshold as set out in Appendix A General Expense Schedule (see Section 11.1 Related Documents) and all of the criteria are met as specified in Section 2.2, then approval by the Compliance Organization is not required. With respect to Private Persons, if there are no travel or lodging costs, and local entertainment costs remain within the threshold as set out in Appendix B Expense Schedule for Private Persons (see Section 11.1 Related Documents) and all of the criteria are met as specified in Section 2.2, then approval by the Compliance Organization is not required.

3.5

Events

For all Events of 30 or more people, prior written approval by the Compliance Organization must be obtained using the EZVisit tool. All documentation must be filled out completely and accurately before submitting for approval. In addition, all requests must have a detailed agenda covering the complete timeline of the visit and all details of the business meetings and a detailed budget covering all related expenses.

3.6 Travel/Lodging Costs or Spending Amounts in Excess of Expense Guidelines


If (a) there are travel/lodging costs or (b) for Covered Persons, the budget amount exceeds the threshold of Appendix A General Expense Schedule (see Section 11.1 Related Documents) for local meals or entertainment, or (c) for Private Persons, the budget amount exceeds the threshold amount for entertainment in Appendix B Expense Schedule for Private Persons, or (d) all of the criteria as specified in Section 2.2 are not met, then prior approval by the Compliance

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Anti-Corruption Policy on Travel, Lodging, Meals, Entertainment, Gifts and Sponsorships Edition 2.0, 31 January 2013 Organization is required using the EZVisit tool. All documentation must be filled out completely and accurately before submitting for approval. In addition, all requests must have a detailed agenda covering the complete timeline of the visit and all details of the business meetings and a detailed budget covering all related expenses.

3.7

Recordkeeping

The EZVisit tool will create and retain an electronic record in a central location for each approval request and related approval by the Compliance Organization. An EZVisit Request Number will be generated by the tool and sent by e-mail to the requester (Alcatel-Lucent employee).

3.8

Finance Organization Review and Reimbursement

The relevant vouchers, together with the required information concerning the recipients and the nature of the expense, and detailed receipts from the service providers (for example: airlines, hotels, taxis, car rental companies), shall be submitted to the Finance Organization for reimbursement together with the corresponding EZVisit Request Number and the EZVisit approval. The Finance Organization shall compare the expense vouchers and receipts against the EZVisit approval. If the actual expenses exceed the approvals by more than ten percent (10%) or are otherwise not consistent with the approval, the Finance Organization shall inform the Compliance Organization and shall withhold reimbursement unless and until the reimbursement is approved by the Compliance Organization.

3.9

Support by the Law Division

Upon request by the Compliance Organization, the Law Division will provide legal advice on preapproval decisions by the Compliance Organization as listed above.

4.0
4.1

Third Parties
Application to Third Parties

Third parties engaged in business activities with or on behalf of Alcatel-Lucent (including resellers, distributors, and suppliers) must agree to comply with all governing anti-corruption laws, rules and regulations in their dealings with and on behalf of Alcatel-Lucent. In addition, these third parties must agree to abide by the terms outlined in Section 4.0 and the overall principles of this policy. When a third party is involved in arranging travel or an Event for a Covered Person or a Private Person (a) to or at an Alcatel-Lucent facility, or (b) to or at an Alcatel-Lucent organized Event, or (c) which is more than fifty percent (50%) paid for by Alcatel-Lucent, or (d) which is more than fifty percent (50%) paid from a cooperative marketing fund which is at least fifty percent (50%) funded by Alcatel-Lucent for a Covered Person or a Private Person, the following shall apply: The Alcatel-Lucent management employee who has the relationship with the third party is responsible for ensuring that the third party complies with Section 4.0, including obtaining

Page 10 of 16 Alcatel-Lucent Internal Proprietary Use pursuant to Company instruction

Anti-Corruption Policy on Travel, Lodging, Meals, Entertainment, Gifts and Sponsorships Edition 2.0, 31 January 2013 all necessary pre-approvals by the Compliance Organization. The third party shall provide the Alcatel-Lucent management employee with all details about the proposed trip or Event necessary to obtain the pre-approval by the Compliance Organization, including detailed agenda and detailed budget. No trip or Event shall be arranged by the third party until the pre-approval by the Compliance Organization has been obtained or the determination has been made that no pre-approval is required. The third party shall not incur any related expenses in excess of those which are approved. The pre-approval of the Compliance Organization shall be obtained through the EZVisit tool. Detailed receipts and other supporting documentation and related correspondence must be collected by the Alcatel-Lucent management employee who has the relationship with the third party and maintained according to the Alcatel-Lucent Information and Records Management Policy (see Section 11.1 Related Documents).

4.2

Third Party Agreements

Any new agreement with a third party or renewal of an existing agreement must reflect the above requirements.

4.3

Approval and Filing Procedure

The Alcatel-Lucent management employee responsible for the relationship with the third party must perform the following steps: Obtain any required approval through the EZVisit tool. If Alcatel-Lucent incurs approved expenses related to the trip or event, the provisions of Section 3.0 related to obtaining reimbursement and the review by the Finance Organization shall apply in the same manner.

5.0

Visa Applications

Customers travelling from certain countries to Alcatel-Lucent business locations or Alcatel-Lucent sponsored Events may require a valid visa to travel to the country of destination. Visa applications by these customers often need to be supported by Alcatel-Lucent either by issuing invitation letters or providing some other form of official document originating from Alcatel-Lucent. Under the Anti-Corruption Laws (see Sec. 1.1), the assistance of Alcatel-Lucent in obtaining a visa may be seen as something of value. Furthermore, issuing invitation letters or other forms of official documentation in support of visa applications may expose Alcatel-Lucent to other legal risks. Accordingly, this policy applies when Alcatel-Lucent assists a Covered Person or a Private Person in obtaining a visa. Alcatel-Lucents policy is that visa applications for Covered Persons or for Private Persons will be

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Anti-Corruption Policy on Travel, Lodging, Meals, Entertainment, Gifts and Sponsorships Edition 2.0, 31 January 2013 supported or arranged only if specifically agreed with a third party, and then only if all of the following criteria are met: The visa is required for approved travel arrangements in line with this policy. The visa is required in connection with a visit to Alcatel-Lucent facilities or Alcatel-Lucent sponsored Events, conferences or trade shows. The validity period of the visa is consistent with the purpose and duration of the trips or meetings. If the period of the visa application is longer than the period of time the customer will be with Alcatel-Lucent personnel or at an Alcatel-Lucent sponsored Event or at an Alcatel-Lucent facility, the supporting letter or other documentation provided by Alcatel-Lucent must clearly articulate the dates within the total visa application that the customer will be with Alcatel-Lucent. In all cases, the length of the visa must be reasonable in relation to the business purpose. The supporting letter or other documentation must be included in the EZVisit application for approval.

6.0

Gifts

Corporate gift giving is common in some business cultures. Gifts may be given as part of a business trip arranged for the customer, or during local business meetings or at events. However, it is possible that providing gifts to customers, government officials, suppliers or other third parties may violate the Anti-Corruption Laws or local rules, regulations and laws. Gifts should never be given if they could improperly influence or appear to influence the recipients objective decision-making. Even where a gift may seem moderate in value to the giver, it may be viewed as excessive in light of the recipients income. Employees must exercise good judgment and moderation when giving gifts, and should understand the legal and ethical issues associated with gift giving. In light of the potential sensitivity of giving gifts in the varied jurisdictions in which we operate, Alcatel-Lucent adopted the following Gifts Policy: Gifts that are modest and commonplace do not require prior approval. Specific guidance with respect to the permitted value of gifts that may be given without pre-approval, are found in Appendix A for Covered Persons and in Appendix B for Private Persons. To be permitted without pre-approval, the gift must meet all of the following criteria: The gift must be given in the name of Alcatel-Lucent and not in the personal name of the Alcatel-Lucent employee. The gift must not be cash or transferable into cash (including cash equivalents such as store gift certificates or gift cards). It is recommended that gifts have corporate branding with the Alcatel-Lucent logo. The corporate branding identifies the promotional origin of the gift, reduces the intrinsic value

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Anti-Corruption Policy on Travel, Lodging, Meals, Entertainment, Gifts and Sponsorships Edition 2.0, 31 January 2013 of the object and implies a business purpose. Giving gifts must be permitted under applicable local law. Some countries are very strict with regards to gifts to Covered Persons, particularly gifts to government officials, or to Private Persons. Verify with an Alcatel-Lucent Compliance Leader the legality under applicable local law. The gift must be customary, in type and value, in the host country and given at an appropriate time or season and in appropriate circumstances. For Covered Persons, the gift must not exceed the limits shown in Appendix A General Expense Schedule (see Section 11.1 Related Documents). For Private Persons, the gift must not exceed the limits shown in Appendix B Expense Schedule for Private Persons (see Section 11.1 Related Documents). The gift must be given as a courtesy or token of regard or esteem. Giving gifts with the intention of influencing a third party in order to obtain or retain business is prohibited. The gift must be given openly, rather than secretly. When appropriate, the gift should be for official use, rather than for the individual or personal use of the recipient. A Covered Person or Private Person may not be given a gift in excess of 3 times per year or other applicable frequency limitation as stated in Appendix A - Expense Schedule or Appendix B Expense Schedule for Private Persons (see Section 11.1 Related Documents). For purposes of this limit, gifts of less than fifteen (15) Euros are not counted. The expenses incurred must be accurately recorded. Sales and marketing personnel together with the Finance Organization must coordinate the accurate and complete recording of the expense in the Alcatel-Lucent books and records of the nature, purpose and amount of each expense incurred and paid on behalf of each Covered Person and Private Person and must include the name, title and affiliation of the recipient and a description of any gift.

For gifts that do not satisfy the requirements above and so require pre-approval by the Compliance Organization, the following shall apply: Gift applications must be submitted for pre-approval by the Compliance Organization through the EZVisit tool. Gift applications should be submitted under the same EZVisit application as the trip or Event to which the gift relates so that a record of all customer expenses associated with the activity are contained in one place. If a gift is not associated with a trip or Event, then the application for approval must be submitted separately.

7.0

Family Members of Covered Persons or Private Persons

This policy is applicable to travel, meals, entertainment arrangements and gifts for Covered Persons and/or Private Persons only and does not apply to family members (including spouses, significant others, children and other relatives) of Covered Persons or Private Persons, who shall be governed by the following provisions.

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Anti-Corruption Policy on Travel, Lodging, Meals, Entertainment, Gifts and Sponsorships Edition 2.0, 31 January 2013 It is Alcatel-Lucents policy that: Gifts, meals, transportation, entertainment or lodging shall not be provided by or on behalf of Alcatel-Lucent to family members (or equivalent) of any Covered Person or Private Person. Travel arrangements shall not be made for any family member accompanying the Covered Person or Private Person on the trip. Letters of Invitation to obtain a visa from immigration services (or equivalent) and visa applications may be requested, supported or sponsored for family members of Covered Persons or Private Persons; provided that (a) Alcatel-Lucent does not incur any costs or expenses related to such family members, and (b) such family members are travelling with the Covered Person or Private Person on a bona fide business trip. Assistance or support to family members of Covered Persons or Private Persons shall not be provided. Examples of support are: job offers or references, medical assistance, financial references, and evidence of creditworthiness.

8.0

Sponsorships

Sponsorships are payments of money or the giving of something of value such as a fee or a contribution in connection with (a) the organization and/or implementation of an event (see examples below) or (b) some types of advertising or publicity media associated with an event (such as being named as a sponsor or having the Alcatel-Lucent logo in some way displayed). Examples of Sponsorships: Fees for speaker placements; Support fees or contributions for Conferences, Seminars, Symposiums, Workshops (whether organized by professional "event" companies or by or for customers); Expenses related to funding or organizing Road Shows or Trade Shows; Expenses related to Industry Events, such as annual shareholder meetings, analyst meetings, press conferences or media events; Expenses related to Events for customer employees, such sports days or team building events; Expenses or contributions related to cultural events such as concerts, ballets or shows; Contributions to public or quasi-public institutions, such as universities, Olympic committees, and other similar organizations. Pre-approval by the Compliance Organization is required for all Sponsorships and such preapproval must be obtained through the EZVisit tool. Approval by the Compliance Organization is required for all costs of the Sponsorships, not just the Hospitality Expenses. The Finance Organization must reconcile the approved budget and actual costs for Sponsorships in the same manner as specified in Section 3.8 above.

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Anti-Corruption Policy on Travel, Lodging, Meals, Entertainment, Gifts and Sponsorships Edition 2.0, 31 January 2013

9.0

Exceptions to the Policy

Any exception to this Policy requires prior written approval from the Alcatel-Lucent Compliance Organization through the EZVisit tool.

10.0 Update and Accessibility of the Policy


The Alcatel-Lucent Chief Compliance Officer and the Compliance Organization often provide further guidance in the implementation of this Policy by issuing guidelines or clarification memoranda. These, along with the Policy, are available on the Compliance Organization web site.

11.0 Resources and References


11.1 Related Documents
Document Title
Appendix A General Expense Schedule Appendix B Expense Schedule for Private Persons Alcatel-Lucent Code of Conduct EZVisit Tool Web Site Information and Records Management (IRM) Policy Compliance Organization Web Site Anti-Corruption Program Web Site

11.2 Contact Information


If you have any questions regarding this policy, please contact your supporting Alcatel-Lucent Corporate Counsel.

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11.3 Document History


Edition Number 1.0 1.1 Reason for and Description of Change New document. Established Policy for Alcatel-Lucent. Clarified definition of Covered Persons. Reformatted document to comply with policy format template. Minor wording changes. Eliminated reference to LGS document. Corrected definition of event. Extension to include private customers Author Affected Pages All All Effective Date
(dd-Mon-yyyy)

T. Keller T. Keller

29-Jan-2007 12-Oct-2010

1.2

T. Keller

3, 6, 13

25-Nov-2010

2.0

T. Keller E. Fischer C. Eikland

All

31-Jan-2013

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