SparkWell Anti-Corruption and Bribery Policy

1. About this Policy

1.1. It is our policy to conduct all business honestly and ethically. We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly, and with integrity in all our business dealings and relationships.

1.2. Any employee who breaches this policy will face disciplinary action under our Misconduct & Discipline policy, up to and including dismissal for gross misconduct. Contractors who breach this policy may have their contracts terminated immediately.

1.3. This policy does not form part of any employment contract and may be amended at any time.

1.4. Nonprofit context: As a 501(c)(3) nonprofit, Anti Entropy must maintain the highest ethical standards to preserve public trust, maintain our tax-exempt status, and fulfill our charitable mission.

2. Who Must Comply with This Policy?

2.1. This policy applies to all persons working for us or on our behalf in any capacity, including:

2.1.1. Employees at all levels

2.1.2. Board members and officers

2.1.3. Contractors and consultants

2.1.4. Volunteers and interns

2.1.5. Agency workers and seconded workers

2.1.6. Third-party representatives

2.1.7. Business partners

3. SparkWell Projects

3.1. As fiscal sponsor, Anti Entropy is responsible for ensuring SparkWell Projects comply with anti-corruption standards:

3.1.1. Project Leads and staff of SparkWell Projects are expected to follow these anti-corruption principles

3.1.2. Anti Entropy may take action if a Project engages in bribery or corruption, including increased oversight, suspension, or termination from the program

3.1.3. Project Leads must report any bribery or corruption concerns to Anti Entropy immediately

3.1.4. Due diligence: Projects must conduct appropriate due diligence on their vendors, contractors, and partners

3.2. SparkWell Projects operating internationally must be especially vigilant about compliance with anti-corruption laws in their operating countries and US laws that apply abroad (such as the Foreign Corrupt Practices Act).

4. What is Bribery?

4.1. Definitions

4.1.1. Bribe: A financial or other inducement or reward for action which is illegal, unethical, a breach of trust, or improper in any way. Bribes can take the form of:

• Money, loans, or credit
• Gifts or favors
• Hospitality or entertainment
• Services or discounts
• The award of a contract
• Any other advantage or benefit

4.1.2. Bribery: Offering, promising, giving, accepting, or seeking a bribe.

4.2. Policy Statement

4.2.1. All forms of bribery are strictly prohibited. If you are unsure whether a particular act constitutes bribery, raise it with your supervisor, the Board President, or another Board Member.

4.3. Prohibited Actions

4.3.1. Specifically, you must not:

4.3.1.1. Give or offer any payment, gift, hospitality, or other benefits in the expectation that a business advantage will be received in return, or to reward any business received

4.3.1.2. Accept any offer from a third party that you know or suspect is made with the expectation that we will provide a business advantage for them or anyone else

4.3.1.3. Make facilitation payments (payments to a government official in any country to facilitate or speed up a routine or necessary procedure)

4.3.1.4. Threaten or retaliate against another person who has refused to offer or accept a bribe or who has raised concerns about possible bribery or corruption

4.4. Examples of Bribery

4.4.1. Prohibited actions include:

• Offering money to a government official to expedite a permit or approval
• Giving expensive gifts to a funder in hopes of receiving a grant
• Accepting payment in exchange for steering a SparkWell Project to a particular vendor
• Offering anything of value to influence someone's decision about a contract or agreement
• Providing lavish entertainment to win business or secure favorable treatment
• Making "facilitation payments" to speed up routine government processes
• Offering employment or consulting opportunities in exchange for preferential treatment

4.4.2. Acceptable business practices:

• Modest business meals with potential partners, donors, or collaborators
• Attending conferences where registration includes meals or entertainment
• Giving promotional items of low value (under $50) with Anti Entropy branding
• Paying legitimate consulting fees at fair market rates for actual services rendered
• Providing standard business hospitality (coffee, light refreshments) during meetings

4.4.3. Gray areas that need approval:

• Hosting a donor at a sports event, concert, or cultural event
• Giving a gift basket or meaningful gift to a major funder during the holidays
• Paying for a potential partner's travel to visit Anti Entropy
• Providing honoraria or gifts to speakers, advisors, or experts
• Any gift or hospitality valued over $50

5. Gifts & Hospitality

5.1. General Principles

5.1.1. Reasonable and appropriate hospitality for legitimate business purposes is permitted, such as:

• Building relationships with partners, donors, or collaborators
• Maintaining Anti Entropy's reputation and image
• Attending conferences or networking events
• Marketing our programs and services

5.2. What's Acceptable

5.2.1. Without prior approval (under $50 value):

• Promotional items of low value (branded pens, notepads, stickers, etc.)
• Modest meals during business meetings
• Coffee or light refreshments
• Small tokens of appreciation

5.2.2. With prior written approval from Board President (over $50 value):

• Attendance at conferences, events, or entertainment (when hosted by another organization)
• Business meals or entertainment of higher value
• Gifts of higher value
• Any hospitality or gift that could be perceived as excessive

5.3. What's NOT Acceptable

5.3.1. You must not give or accept:

• Cash or cash equivalents (gift cards, vouchers, prepaid cards)
• Lavish or extravagant gifts or hospitality
• Anything that could appear as an inducement or reward for preferential treatment
• Gifts or hospitality during contract negotiations, competitive processes, or grant decisions
• Anything given or received in secret
• Gifts to or from government officials (without specific Board approval and legal review)

5.4. Guidelines

5.4.1. Gifts must be given in Anti Entropy's name, not your personal name

5.4.2. Consider how the gift would appear to an outside observer or in the media

5.4.3. Transparency is key—disclose all gifts and hospitality

5.4.4. When in doubt, ask the Board President before accepting or giving

5.4.5. Document everything in the Gift Register

5.4.6. Note for remote workers: Virtual gifts (e-gift cards, online subscriptions, digital goods) are treated the same as physical gifts and must follow these guidelines.

6. International Operations

6.1. Some SparkWell Projects operate internationally. Be aware that:

6.1.1. US laws apply abroad: The Foreign Corrupt Practices Act (FCPA) prohibits bribing foreign officials, even when operating in other countries

6.1.2. Local laws may be stricter: Some countries have stricter anti-corruption laws than the US; we must comply with the stricter standard

6.1.3. Cultural differences exist: What's considered acceptable business practice varies by culture, but we must always comply with applicable laws and this policy

6.1.4. Higher risk environments: Some countries have higher corruption risks; extra caution and due diligence are needed in these contexts

6.1.5. No facilitation payments: Even in countries where facilitation payments are common practice, they are prohibited by this policy

6.2. If you're involved with international operations or SparkWell Projects operating abroad, consult with the Board President about specific anti-corruption compliance requirements before proceeding.

7. Working with Third Parties

7.1. When working with vendors, contractors, consultants, partners, or SparkWell Projects, we expect them to uphold anti-corruption standards consistent with this policy.

7.2. Due Diligence

7.2.1. Before engaging significant third parties, we conduct appropriate due diligence to assess corruption risks, including:

• Background checks and references
• Review of past conduct and reputation
• Assessment of their anti-corruption policies and practices
• Evaluation of their business relationships and structure
• Understanding of their compliance history

7.3. Contracts

7.3.1. Contracts with third parties should include:

• Anti-corruption and bribery provisions
• Representations that they comply with applicable anti-corruption laws
• Right to audit compliance
• Right to terminate for violations

7.4. Red Flags

7.4.1. Be alert to potential corruption red flags with third parties:

• Requests for cash payments or unusual payment structures
• Requests for payments to third parties or offshore accounts
• Resistance to anti-corruption clauses in contracts
• Lack of transparency in operations or ownership
• Close relationships with government officials that could create conflicts
• Poor reputation for ethical conduct
• Unwillingness to provide due diligence information
• Requests for facilitation payments

7.4.2. If you observe red flags, immediately consult with the Board President before proceeding.

8. Record-keeping

8.1. Gift and Hospitality Register

8.1.1. You must record all gifts or hospitality given or received (including those declined) by emailing the Board President with the following information:

• Date
• Person/organization involved
• Description of gift or hospitality
• Estimated value
• Business purpose
• Whether prior approval was obtained (if required)

8.1.2. This includes gifts or hospitality that you declined or offered but were not accepted.

8.2. Expense Documentation

8.2.1. Submit all expense claims relating to hospitality, gifts, or payments to third parties per our Expenses policy, including:

• Receipt or invoice
• Detailed business purpose
• Names and organizations of people involved
• Any prior approvals obtained

8.3. Financial Records

8.3.1. All accounts, invoices, and records relating to third parties must be:

• Prepared with strict accuracy and completeness
• Properly documented and supported
• Not kept "off-book" to facilitate or conceal improper payments
• Maintained in accordance with Anti Entropy's document retention policy
• Available for audit and review

8.3.2. Important: Falsifying records to conceal bribery or corruption is itself a serious violation of this policy and may constitute fraud.

9. Consequences of Violations

9.1. Violations of this policy are serious and may result in:

9.2. For Individuals

9.2.1. Disciplinary action up to and including termination of employment

9.2.2. Termination of contractor agreements

9.2.3. Removal from board or advisory positions

9.2.4. Referral to law enforcement for criminal prosecution

9.2.5. Personal fines and imprisonment under applicable laws

9.2.6. Civil liability for damages

9.2.7. Damage to professional reputation

9.3. For Anti Entropy

9.3.1. Loss of 501(c)(3) tax-exempt status

9.3.2. Significant fines and penalties

9.3.3. Severe damage to reputation and public trust

9.3.4. Loss of donor and funder confidence

9.3.5. Exclusion from partnerships and collaborations

9.3.6. Legal liability and costs

9.3.7. Inability to fulfill our charitable mission

9.4. For SparkWell Projects

9.4.1. Increased oversight and monitoring requirements

9.4.2. Suspension of fiscal sponsorship

9.4.3. Termination from SparkWell program

9.4.4. Referral to appropriate authorities

9.4.5. Potential legal action to recover misused funds

10. How to Raise a Concern

10.1. If You're Offered a Bribe or Asked to Make One

10.1.1. If you are offered a bribe, asked to make one, or suspect bribery or corruption has occurred or may occur:

Step 1: Do not accept, offer, or make any payment or commitment

Step 2: Immediately notify:

• Your supervisor (typically Jeffrey Poche for most staff), OR
• Board President (Jeffrey Poche), OR
• Another Board Member if Jeffrey Poche is involved
• See Whistleblowing policy for additional confidential reporting channels

Step 3: Document what happened

• Date and time
• Who was involved
• What was offered, requested, or observed
• Circumstances and context
• Any witnesses

Step 4: Follow up in writing to create a record of your report

10.2. Protection from Retaliation

10.2.1. You will not face retaliation for:

• Refusing to participate in bribery or corruption
• Reporting concerns in good faith
• Cooperating with investigations

10.2.2. Anyone who retaliates against you will face disciplinary action up to and including termination.

10.3. Investigation Process

10.3.1. We will investigate all reports promptly, thoroughly, and confidentially. Investigations typically include:

• Review of relevant documents and records
• Interviews with involved parties
• Consultation with legal counsel if needed
• Assessment of whether policy violations occurred
• Determination of appropriate corrective actions

10.4. Outcomes

10.4.1. If we find a violation of this policy:

• Employees may face disciplinary action up to and including termination
• Contractors may have contracts terminated immediately
• We may report violations to appropriate law enforcement or regulatory authorities
• We may take action with SparkWell Projects (including termination from the program)
• We may seek recovery of any improper payments or benefits
• We may implement additional controls to prevent future violations

11. Policy Review

11.1. This policy will be reviewed annually and updated as needed to reflect changes in applicable laws, regulations, and Anti Entropy's operations.