Ref. No.: CPP-HR-0701_Global_Anti_Bribery_Policy

Prepared	P. Keegan		03/01/2020
Approved	ELT		08/05/2020

1. is committed to ensuring that corruption does not occur;
2. will investigate and deal with all the reported cases of corruption in accordance with this Policy.

1. outline principles for conducting business with integrity and in accordance with the highest ethical standards;
2. provide guidance on the types of behavior that may give rise to violations of antibribery and corruption laws; 
3. ensure that the financial and other resources of IOG are used solely for their proper purposes; and 
   
4. promote a culture of honesty and openness among IOG staff. 
   

• the involvement of IOG's top-level management and Board of Directors, in particular in key decision-making and in overall responsibility for anti-bribery procedures; 

• the communication of this Policy to relevant staff; 

• training of IOG officers and staff; 

• transparency of transactions and disclosure of information; 

• due diligence of existing and prospective intermediaries and associated persons;

• financial and commercial controls such as adequate book-keeping, auditing and approval of expenditure; 

• decision making, such as delegation of authority procedures, separation of functions and the avoidance of conflicts of interest; 

• mechanisms for the reporting of bribery; 

• enforcement, detailing discipline processes and sanctions for breaches of the organization’s anti-bribery rules; and the consistent monitoring, review and evaluation of bribery prevention procedures. 

4.1 What conduct is prohibited? 

This policy prohibits: 

• the offer, promise or payment of bribes (directly or indirectly) or assisting in, abetting or facilitating any such conduct (active bribery); and 

• the request, solicitation, agreement to accept or receipt of bribes (directly or indirectly) (passive bribery). 

4.2 Active Bribery 

It is always unacceptable for an employee to offer, promise, or pay bribes, including "facilitation payments", other improper payments or advantages to any person, including (but not limited to) employees, agents or officers of customers, suppliers, joint venture partners, labor unions, government or public officials or public servants (of any jurisdiction) .This can include, for example, the offer of gifts, donations, rewards, advantages, hospitality or entertainment) of any kind. It is also unacceptable for an employee to facilitate, mediate in, assist in or abet any such conduct. 

4.3 Passive Bribery 

Employees of IOG are prohibited from requesting, soliciting, agreeing to receive or receiving a bribe from any person. This prohibition applies whether the bribe is accepted for the employees own account or on behalf of another person. For example, it is a breach of this Policy to promise to or to direct business to a supplier in return for any benefit, whether gifts, hospitality (such as attendance at sporting or cultural events or other recreational activities) or any other benefit. 

A breach of this Policy will arise where a bribe is requested or solicited; There is no need for a bribe to actually be paid. The prohibition also applies where an employee of IOG offers or pays a bribe to another person, whether or not any benefit is received in return. 

4.4 What is a bribe?

(a) Any "advantage" or donation A 'bribe' is defined broadly and may include any financial or other advantage, including the provision of a service or anything of value. 

A bribe may include financial payments, whether in cash or cash equivalents (such as gift certificates), or non-cash benefits in kind such as gifts, services, loans, travel, meals, lodging valuable security, property or any interest in property of any description, protection from penalties, the release from any obligation and entertainment. A bribe may also include the provision of anything of value for inadequate consideration. 

The offer of an opportunity to a person or a friend/relative of a person may also be a bribe (for example, offering a job or work experience to a business partner's relative). An employee should always consider the value of anything that may be offered in the hands of the recipient. A political or charitable contribution may also amount to a bribe if the contribution: 

• provides an indirect benefit (financial or otherwise) to a person who has requested or suggested it; or 

• is provided to elected officials or individual members of political parties or organizations. 

(b) Intended to induce improper conduct or to influence a public official 

The provision of an advantage will be a bribe where there is an intent to induce improper conduct by the recipient or another person, or to influence a public official (improperly or otherwise) in the performance of his/her official duties. 

This could be both to take particular action or to refrain from taking particular action. This Policy does not prohibit the provision or receipt of advantages (such as hospitality) which are provided/received transparently and which are not, and could not be interpreted to be, intended to result in an unlawful quid pro quo such as the awarding of a specific contract 

Bona fide corporate hospitality and other associated expenditure that seeks to improve our image, better to present our services or establish cordial business relations is an important and legitimate part of doing business, a fact that has been explicitly recognized by the United States and UK Governments. 

An employee must, however, consider any local laws that are applicable to the proposed hospitality. Please note, however, that in certain jurisdictions, public officials, officials of state-owned organizations, as well as their family members and relatives, may be subject to certain more stringent restrictions, and as such, may be prohibited from accepting any benefits even if the benefits are not intended to influence or induce improper conduct or to influence the official in relation to the performance of official duties. For instance, public officials may be prohibited from accepting benefits irrespective of the nature and circumstances of the benefit offered merely because of their position. In other words, they may be prohibited from accepting any benefit or advantage because of their official position, even where there is no corrupt intent. 

For the purposes of this Policy, "public officials" include those in legislative, administrative, or judicial positions, public servants of any kind or any persons that exercise public functions on behalf of any country, territory, municipality, or for any public agency or public enterprise, any person that exercises any function on behalf of any state-owned organization or public international organization. 

The provision of an advantage is likely to be a bribe if: 

• it is illegal under any relevant bribery or corruption laws; 

• it creates an obligation or perception of obligation for either party; 

• it is intended to induce a person to act or refrain from acting in order to provide a benefit to the person providing the advantage, or that person's organization; 

• it is made to a public official or public servant to influence the official or servant in relation to his/her official functions or to expedite the performance of official duties; 

• it cannot be transacted transparently; it is unreasonable in terms of value and/or frequency; 

• exposure of the advantage is likely to cause embarrassment to the individual concerned or to any company or associate of IOG. 

It is also unacceptable for an employee to: 

• engage in financial misconduct, including criminal acts such as theft of cash and false accounting, money laundering or the misappropriation of funds. 

• privately use or offer to others access to or use of IOG resources, including assets, funds or intellectual property, without advance authorization from the Compliance Officer or IOG Legal. 

• attempt to induce an individual employee of a commercial organization, stateowned organization or any local or foreign government official to do something illegal. 

• offer or make, whether directly or indirectly, through any agent or intermediary, an unauthorized payment, or authorize an improper payment (cash or otherwise) to a local or foreign official, official of a state-owned organization, officer or manager, any related person or entity or to any manager, officer or employee of a commercial or other organization. 

• offer or provide any unauthorized benefit (property or otherwise) to an employee of any IOG competitor, supplier or customer which may result in an unfair competitive advantage and contravention of applicable competition regulations, such as any benefit which may lead to an improper advantage for IOG over its competitors. 

• use any connections an employee may have with government bodies or government officials to procure a competitive advantage in relation to IOG' affairs. 

• fail to report any indication of improper payments or favors in accordance with this Policy, or any circumstances where there are any grounds to suspect such conduct. 

• engage in any behavior, including making any fraudulent misrepresentation, to induce a party to obtain a financial or other benefit or to avoid an obligation. 

• engage in any illegal acts, including those resulting in personal injury or damage to property, in order to obtain a financial or other benefit or to avoid an obligation. 

• collude in improper procurement or contracting activities. 

• attempt to suppress or conceal any of the above. It is not a defense to bribery to show that the giving of a bribe is customary in any local trade, vocation, profession or calling. 

4.5 Facilitation Payments 

An employee must not make facilitation payments. Facilitation payments are payments made to government officials to expedite routine official action (eg. customs clearance). 

Where an employee/s is/are requested by a government official to make a payment that he suspect may be a facilitation payment, he should not make the payment unless he can be satisfied that the payment is required by formal regulations. 

Where an employee feel forced to make a payment on the basis that his safety, security or liberty may be threatened, he may make the payment but should report the matter to the Compliance Officer as soon as possible who will decide on the appropriate action to be taken in conjunction with IOG Legal. 

5.1 Provision of Hospitality 

Corporate hospitality of a proportionate nature will generally not contravene this Policy. Hospitality can, however, be used as a means of bribery when it is excessive and/or designed to improperly influence the recipient. Any hospitality offered or provided must not be intended to influence the recipient or any other person to act in an improper way or to influence a public official (improperly or otherwise) in the performance of official duties. 

5.2 Acceptance of Hospitality 

Similarly, an employee should not accept an offer of hospitality from any person if he feels that an attempt is being made to influence him in an improper way or in a way that makes him feel uncomfortable. 

If there is any suggestion that an employee will be expected to show favor in return for the hospitality, or that it is hoped that he will show such favor, he must not accept the hospitality and report the matter immediately to the Compliance Officer. 

5.3 Hospitality - Guiding Principles Inviting business partners or potential business partners to attend unduly lavish events or attending such events at the invitation of business partners without an underlying business purpose is not consistent with IOG’s commitment to conducting business with integrity. 

Corporate hospitality is only permissible under this Policy if: 

• it is reasonable and proportionate given its purpose; 

• the person providing the corporate hospitality also attends; 

• there is a genuine underlying business purpose, such as the development of general business relationships, the promotion of IOG brands, or the explanation of IOG services; 

• the provision of the hospitality by the recipient would not, to the best of his knowledge, result in a contravention of the recipient's applicable policies / codes of conduct or in a breach of this Policy; the provision of the hospitality by the recipient would not result in a contravention of applicable anti-corruption and anti-bribery laws; and 

• there is no question that the corporate hospitality could possibly influence the commercial decisions of IOG or the participating company employees or business partners. 

Hospitality should generally be provided or accepted only where there will be an opportunity to discuss business matters. 

Hospitality should not normally be provided to the spouses/relatives of IOG business contacts. If an employee wish to provide hospitality to a spouse/relative of a contact, he must obtain prior approval from the Compliance Officer.

The provision of hospitality should not involve IOG paying for or reimbursing an attendee for air transportation or costly accommodation. 

Similarly, an employee should not accept offers of this type of hospitality, since it could give rise to the appearance that his judgement may be compromised (even if an employee believe that his judgement would not be compromised). 

An employee should always have regard to the value of hospitality with reference to reasonable value in the country concerned. 

5.4 Business Trips, Accommodation, Travel Expenses 

Where there is need for a customer or supplier to visit IOG to discuss specific business matters, such as attendance at a project meeting or workshop, this Policy does not prevent IOG from reimbursing the attendee for the attendee's reasonable travel, accommodation and subsistence expenses. 

In such situations, IOG should reimburse the attendee's employer (i.e. the supplier or the customer) in a fully documented, transparent manner, rather than the attendee personally. 

5.5 Hospitality - Higher Risk Circumstances 

The provision of hospitality at sensitive times poses particular risk for bribery purposes and an even higher standard of care than normal should be applied in such circumstances. 

When providing hospitality, an employee should consider whether there are current or prospective projects or matters in progress or pending with the recipient's organization. 

Examples of a sensitive time for the provision of hospitality would include: 

• whilst negotiations for a new contract or for the renewal of an existing contract with the recipient's organization are ongoing; 

• While a Request for Proposal or Tender (RFP) process is underway or known to be in contemplation in respect of the relevant customer; 

• in relation to a public official, whilst a regulatory or licensing application or other regulatory matter is pending (for example, competition / anti-trust clearance in respect of a particular matter or a license to carry out construction activities in a particular jurisdiction). 

The provision of hospitality to public officials, officials of wholly or partially owned state organizations or associated persons (such as their relatives or family members) represents a higher risk. In some jurisdictions, the provision of any hospitality (irrespective of costs or purposes) to public officials or associates may contravene local laws or regulations.  

If an employee wish to provide hospitality in higher risk circumstances, he must obtain the prior approval of the Compliance Officer. 

• do not exceed US$50 in value per calendar year and per business partner; 

• have been spontaneously given; 

• the acceptance of the gift is permitted by the recipient's employer; and 

• there is no question that they could possibly influence the decisions of IOG employee or business partner. 

• all charitable donations of any kind must be approved by the Compliance Officer (this does not prevent an employee from making hisown charitable donations without approval provided the donation is being made in his own name with his own funds); all political donations of any kind to be agreed by the Board of Directors with the adoption of an internal communication plan designed to ensure that any relationships with charitable or political organizations are conducted in a transparent and open manner and do not raise any expectation of the award of a contract or license; 

• the adoption of IOG-wide policies and procedures about the selection of charitable or political projects or initiatives which are informed by appropriate risk assessments; and 

• training and support for staff in implementing the relevant policies and procedures of communication which allow issues to be reported and compliance to be monitored. 

8.1 Partner / Third Party Risks 

The actions of third parties that IOG deals with such as joint venture partners, agents and intermediaries pose a bribery risk to IOG. This is on the basis that those third parties' conduct or the conduct of their employees may be attributed to IOG where they act on IOG’s behalf or in IOG’s interests. An employee must ensure that any agents, acting as IOG intermediaries, do not channel any money or provide any other form of gift, benefit or advantage to any government official or other third party, without the full knowledge and consent of the Compliance Officer or IOG Legal. 

8.2 Requirement for Due Diligence and Monitoring of Partners 

Prior to IOG entering into a commercial relationship with any business partner or third party it is important that sufficient due diligence is carried out to ensure that the manner in which they carry out their business is consistent with IOG's commitment to conduct business ethically, with integrity and in line with applicable anti-bribery laws. The nature of due diligence and monitoring will vary depending on the nature of the relationship and the other party that an employee are dealing with (for example, whether the party is a legal entity or an individual). Further information on due diligence procedures is contained in section 9 below. 

8.3 Use of Intermediaries 

IOG may use intermediaries in some areas of its business. 

Intermediaries are not generally used when IOG is involved with government departments. Our policy is to deal directly with our customers and particularly with government. 

In some jurisdictions we may be required by local law or practice to use a local intermediary or sponsor in order to establish a local presence or in order to deal with government agencies, for example. 

The following principles should be applied in relation to any dealings with intermediaries: 

• Due diligence should be applied to local sponsors or intermediaries in accordance with the standards set out in this Policy; There must be a clear and transparent commercial rationale / justification for dealing with any intermediary that is positioned between IOG and a customer or government department and this must be documented; 

• An intermediary may only be retained on the basis of substantive services that it will provide. The provision of services that consist exclusively or primarily of "relationship management" with a customer or which are based on an intermediary's contacts with a customer must be avoided under all circumstances; 

• The remuneration of any intermediary must be commensurate with the level of services actually provided; • Intermediaries should not normally be remunerated on the basis of commission which is determined by reference to the overall price of the contract with the customer. 

• An employee should not normally agree to use an agent/intermediary that has been specifically requested by the contracting entity; 

• An employee should ensure that arrangements with intermediaries are documented and he must not enter into any agreement with an intermediary unless the proposed agreement is approved by the Board of Directors. The VP Finance and Administration will ensure that such agreements require compliance by the intermediary with anti-bribery standards. The VP Finance and Administration will take particular care with respect to any agreement in connection with government departments, government-owned or controlled corporations, government officials or persons associated with such persons and entities. 

An employee should also have regard to the "red flags" identified in section 10 of this Policy in determining whether he can deal with a particular intermediary or whether enhanced due diligence or other measures should be applied. 

Where a "red flag" is present, an employee should ensure that enhanced due diligence measures and enhanced on-going measures are applied to the relationship. 

8.4 Payments to Intermediaries 

Individual business units are responsible for ensuring that commissions and other payments to intermediaries, such as agents or other persons acting on behalf of IOG, under an approved intermediary agreement are properly recorded, approved and paid in accordance with the intermediary agreement and the restrictions of applicable law. 

All such payments and transactions must be carried out through the bank named by the intermediary and must comply with this Policy and any other applicable policies and procedures on commissions, fees and expenses in force from time to time. 

All payments to an intermediary must be made by bank transfer to the country in which the intermediary has its principal place of business or performs substantial services on behalf of IOG. All such payments must be made against valid invoices, statements and other documents, appropriately evidencing that services were in fact provided. Any payment to an intermediary of a commission, service fee, or other fees (or the grant of discounts to distributors) which is not in accordance with the intermediary agreement, or which is not in accordance with IOG’s general policies, procedures, and guidelines on commissions, fees and expenses must be approved in writing by the VP Finance and Administration prior to being made. 

In particular, an employee should not agree to make payments to a party other than the intermediary itself and should not agree to requests of an intermediary to make a payment to an offshore bank account. For example, where the registered intermediary is a company, he must not make payments to individual employees or officers of the intermediary. 

8.5 Joint Ventures 

Due diligence must be applied to proposed joint venture partners prior to entering into joint venture arrangements with them. The requirement to carry out due diligence applies regardless of whether the joint venture is of a contractual nature or involves the creation of a specific joint venture legal entity. Joint venture partners must be selected on the basis of a clear business need based on the skills of the joint venture partner. For example: 

• technical expertise in matters where IOG does not have equivalent expertise; 

• experience or existing presence in a local market; 

• a requirement by the relevant government/customer for local partner involvement in a bid or project vehicle. 

All joint ventures in which IOG participates must be subject to anti-bribery policies and procedures. Those procedures can either be aligned to those of IOG or to those of the joint venture partner, provided that the joint venture partner's procedures:

• are equivalent to those of IOG; or 

• otherwise comply with all applicable anti-bribery and corruption laws and standards. 

Where joint ventures have legal form, it will be the ultimate responsibility of the Board of Directors (or equivalent) of the joint venture entities appointed by IOG to take reasonable steps to ensure compliance by the joint venture with anti-bribery and anticorruption laws. 

Higher risk joint ventures, such as those involving politically exposed persons as partners, should be subject to additional measures on a risk-sensitive basis. 

For further information on the types of measures to be applied, see section 9 of this Policy. 

8.6 Minority Investments 

IOG representatives to proposed arrangements such as joint ventures or partnerships where IOG holds a minority interest and does not control or manage the business must carry out due diligence prior to the investment in relation to anti-bribery compliance and IOG's rights to audit. 

IOG representatives to such businesses must: 

•  use reasonable efforts to ensure compliance with anti-bribery laws and to urge the establishment of appropriate compliance procedures; require the majority partner to provide such information as IOG considers necessary to enable IOG to monitor the conduct of the business from an antibribery perspective; 

• remain alert for potential "red flags" involving the business (for a list of "red flags", see section 10 of this Policy). 

For further information on the types of measures to be applied, see section 9 of this Policy. 

8.7 Acting as a Local Partner Ourselves 

IOG may act as a local partner, for example to other businesses seeking to operate in a country. 

When we act in this capacity, we take steps to ensure that: 

• the scope of our role is clear and transparently documented; 

• IOG is providing services based on our local resources, local technical or local expertise;  

•  IOG is not retained for the purposes of access by the partner to any connections with government bodies or government officials. 

Where we act as a local partner, an employee must not at any time abuse any relationships that he may have with government officials for business or other purposes. 

9.1 When should an employee carry out due diligence? 

Due diligence measures should be applied before: 

• hiring an agent, sub-contractor or other intermediary / third party; 

• entering into a partnership or joint venture; 

• acquiring a company or substantial stake (10% or more) in a company. 

Due diligence measures should be applied using a risk-based approach in consultation with the Compliance Officer. 

The relevant business unit and the Compliance Officer and, if deemed necessary by the Compliance Officer, must agree regarding: 

• whether due diligence measures are necessary; 

• the nature and extent of due diligence required;

•  the legal requirements to be complied with by the agent/partner and the contractual provisions required in the relevant agency, joint venture or acquisition agreement. 

Where due diligence is required, it must be completed prior to: 

• the signing of contracts with an agent, sub-contractor or joint venture partner; 

• any work being carried out by an agent, sub-contractor or intermediary; 

• engagement in any activities whatsoever by a partnership/joint venture arrangement (including marketing activities or the response to any RFP); 

• the completion of an acquisition. 

9.2 What Due Diligence Measures should be applied? 

The type of due diligence measures required will vary depending on the nature of the relationship and partner. This Policy does not aim to set prescriptive detailed requirements for each and every type of partner IOG deals with. 

The precise due diligence measures to be applied must, however, be agreed with the VP Finance and Administration and Compliance Officer. 

There is therefore flexibility for the precise measures to be determined on a case-by case basis having regard to the nature of the counterparty / third party, the relationship, and the transaction. 

At a minimum, standard due diligence should normally require IOG to obtain information regarding: 

• the commercial justification of the proposed relationship or acquisition (in many cases, this may be self-evident); 

• the existence, legal structure and form of the relevant party; 

• the identity of the party's shareholders (at a minimum, all individuals and entities that ultimately own or control, directly or indirectly, 25% or more of the party); 

• the identity of the directors of the other party; 

• the connection of the relevant party with government bodies or government officials; 

• the level of proposed remuneration - IOG should be satisfied that this is commercially justifiable; and

•  the nature of any anti-bribery compliance procedures that the other party has in place. 

Depending on the circumstances, an employee should consider screening the other party against applicable sanctions or law enforcement agency lists. 

In higher risk situations, such as where "red flags" are present (see section 10 for an indicative list of such red flags), it may be appropriate to take additional measures, such as: 

•  interviewing relevant personnel of a counterparty or target company to establish further the compliance environment in which the party operates; commissioning third party integrity due diligence reports on the target / counterparty to establish reputation, ownership structure, history etc.; 

• speaking to other players in the local market to establish further the reputation of the counterparty. 

9.3 Records 

Records of the due diligence measures applied must be retained for a period of 5 years following the acquisition or termination of the agency/partnership/business relationship. 

Ensuring that adequate records are made is the responsibility of the relevant business unit in co-ordination with the VP Finance and Administration and Compliance Officer. 

The VP Finance and Administration is responsible for the retention of the records for the relevant period. 

9.4 Contractual Obligations 

VP Finance and Administration is responsible for ensuring that anti-bribery matters are appropriately addressed in contractual agreements with counterparties. 

The contractual provisions that apply in a particular case will be determined with regard to the nature of the other party, the risks that the party poses, and the nature of the transaction. In many cases, our counterparties already comply with high ethical standards so that imposition of IOG's own procedures, for example, may be neither necessary nor appropriate. In other situations, where we are dealing with intermediaries that are individuals, for example, we may need to impose our own standards. 

The contractual provisions may include: 

• obligations on the other party to comply with applicable anti-bribery laws; 

• obligations on the other party to comply with this Policy;

•  representations that the other party has not and will not engage in unlawful conduct; 

• disclosure obligations where relevant unlawful conduct is detected; 

• rights for IOG to monitor activities and inspect books and records; 

• requirements for relevant intermediaries or staff of the counterparty to undergo anticorruption training; 

• rights for IOG employees to be present at all meetings held on behalf of a joint venture, particularly where those meetings may constitute higher risk interactions such as meetings in a sales context or meetings with public officials; 

• legal remedies available to IOG in case of breach of any of the obligations, representations and/or requirements set out above. 

9.5 Monitoring 

Once established, a relationship with a partner, sub-contractor or third party should be actively monitored in order to ensure that the partner is complying with the law and its contracted obligations. 

The monitoring measures that need to be taken will inevitably vary depending on the nature of the relationship and the partner. This Policy does not aim to set prescriptive standards of monitoring that should be applied to each particular relationship or type of relationship. As in the case of due diligence, there should be flexibility for the monitoring measures applied to take into account the risks posed by a particular relationship or partner. The measures to be taken in each particular case should be determined by the relevant business unit in conjunction with the Compliance Officer. 

Monitoring measures may however include: 

• scrutiny of payments made to sub-contractors, agents and other third parties; 

• scrutiny of payments made by agents that we use; 

• requiring annual certification by partners of compliance with anti-bribery laws (for higher risk partners / third parties); 

• attendance by IOG representative(s) at meetings deemed to be "high risk" from a compliance perspective; 

• regular or occasional meetings with partners and review of recent new business arrangements and associated sales processes.

• Any payment that is not made against invoice and supported by documentary evidence that goods or services were, in fact, provided. 

• Commissions paid to intermediaries or partners substantially in excess of the going rate. 

• Requests for commission payments to intermediaries in cash, to or through a third party, or to jurisdictions other than the country where services, and the underlying contract, are performed or where the intermediary has its principal place of business (especially to a bank secrecy jurisdiction, such as Cyprus, the Cayman and British Virgin Islands). 

The reputation of a country or a government official for corruption. While generally this is not sufficient by itself to warrant the requisite knowledge of a bribe payment, it does suggest the advisability of enhanced due diligence procedures. Transparency International publishes annually a Corruption Perceptions Index, which can be found at: http://www.transparency.org/policy_research/surveys_indices/cpi. 

• Reports of improper payments or other unethical business practices by an intermediary or agent. 

• A request by an intermediary for an unusual or substantial commission, upfront payment or success bonus, or unusual discounts for distributors. 

• An invoiced amount from an intermediary that exceeds the agreed upon amount or reflects undocumented expenses or expenses of an unreasonable amount or kind. 

• Requests by foreign government decision makers to use the services of a specific intermediary. 

• Use of more than one intermediary on a particular contract where aggregate commissions exceed the going rate (or legal ceiling) in the country and an economic rationale for the use of a second intermediary is inadequate, illusory or absent. 

• The intermediary is a foreign official or a person employed by a foreign government agency or instrumentality who works for the intermediary. 

• The intermediary is an active or retired government official or related to a government official, or such third-party company is owned in whole or in part by a government official or relative of a government official. 

• The intermediary or a partner or a director, shareholder or employee of the intermediary partner's firm has a personal, family or business relationship with a foreign official. 

• Apparent lack of qualifications or resources on the part of the intermediary or partner to perform the services offered. 

• There are suspicions about the reputation of an intermediary or partner because there are rumors of "connections," and he or she is less than forthcoming with information regarding these matters. 

• The intermediary refuses to accept an anti-bribery compliance clause in the contract. 

• Lack of transparency in expenses and accounting records.  

•  An intermediary or partner is known to provide entertainment, gifts, hospitality or use of corporate facilities to foreign officials, political leaders or their families in their own country or elsewhere. 

• The intermediary makes reference to political or charitable contributions as a way of influencing official action. 

• The proposed agreement between IOG and the intermediary is illegal under local law.