February 4, 2016
Rev. 1.0

I. Statement of Policy and Commitment to Compliance
LLamasoft, Inc. (“LLamasoft”) provides software and services to customers located around the world. In all aspects of its business, LLamasoft is committed to conducting business in an ethical manner in full compliance will all applicable laws and regulations. This includes compliance with the Foreign Corrupt Practices Act, 15 USC §§78dd-1, et seq. (“FCPA”), as well as other laws that prohibit corruption and bribery in the pursuit of unfair business advantage.

In the areas of anti-bribery and anti-corruption, LLamasoft can be held responsible for the activities of its employees and agents as well as the actions of third parties. Penalties associated with such actions can be extreme. Violations of the FCPA can result in fines of up to $100,000 per violation for individuals and up to $2 million per violation for corporations as well as administrative penalties including debarment. A failure to comply with the FCPA and associated requirements can cause damage to the Company’s reputation, hamper its ability to conduct international business and result in disciplinary action, including termination of employment and business relationships. As such, the Company takes its responsibilities under these laws very seriously.

The Company strictly prohibits bribery or other improper payments in any of its business operations around the world. As detailed in this Policy, it is the responsibility of each LLamasoft employee, reseller, distributor and representative to uphold the highest standard of ethical business conduct, fully comply with these requirements and report any potential instances of non-compliance. LLamasoft has established a hotline for reporting any concerns or potential violations without attribution:

LLamasoft also maintains a hotline service for reporting concerns in confidence Toll-Free Telephone:

  • Direct Dial
    • English speaking USA and Canada: 844-630-0008
    • Spanish speaking USA and Canada: 800-216-1288
    • French speaking Canada: 855-725-0002
    • Spanish speaking Mexico: 01-800-681-5340
  • AT&T USADirect (All Other Countries)
    • First: Enter the Access Code for the country you are calling from. You will then hear a ‘bong’.
    • Then: An English-language voice prompt will ask for the number you are calling.
    • Next: Enter the toll-free number: 800-603-2869
    • A greeting will be played in multiple languages. Please: (a) make a choice from the pre-recorded language prompts or (b) press 000 and tell the English operator the language you speak (preferably in English).
  • Website: www.lighthouse-services.com/llamasoft
  • E-mail: reports@lighthouse-services.com (must include company name with report)
  • Fax: (215) 689-3885 (must include company name with report)

Point of Contact: If you have any questions or concerns related to these requirements or this Policy, please contact Legal@LLamasoft.com

II. The Foreign Corrupt Practices Act

  • a. What is Prohibited?
    The FCPA makes it unlawful to bribe foreign (non-U.S.) officials. All employees, resellers, distributors, licensees and other representatives of LLamasoft, including its subsidiaries located abroad, are prohibited from paying, offering to pay, promising to pay or authorizing payments of money or anything of value to a foreign official:
  • i. To obtain or retain business;
  • ii. To influence any decision of a foreign official; or
  • iii. To secure any other improper advantage.

These activities are also prohibited if performed indirectly by or through a third party. Examples of prohibited activities include payments to:

  • i. Prevent governmental action such as the imposition of a tax or fine or the cancellation of a contract;
  • ii. Obtain confidential information about business opportunities or bids;
  • iii. Influence the award of a government contract; or
  • iv. Influence government laws or regulations or their application to a specific situation.

Such payments or offers to pay are prohibited even if requested or suggested by a foreign official.

  • b. FCPA Definitions
    • i. The term “foreign official” is broadly construed and includes any officer or employee of a foreign government or any department, agency, or instrumentality thereof, or of a public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or public international organization. Note that officials of government-owned or controlled enterprises, such as national utilities, and political candidates and parties may also be included in this definition.
    • ii. A “public international organization” generally includes organizations such as the International Monetary Fund, the European Union, the World Bank, the World Trade Organization, the Organization of American States, and similar organizations.
    • iii. The term “anything of value” covers cash and non-cash payments, including, among other things:
      1. Gifts;
      2. Travel expenses;
      3. Entertainment;
      4. Business promotional activities;
      5. Reimbursement of expenses;
      6. Offering employment or other benefits to a foreign official’s friend or family member;
      7. Political party or candidate contributions;
      8. Charitable contributions and sponsorships;
      9. Investments; and
      10. Other business opportunities.
  • c. Other Laws
    Other countries maintain laws and regulations addressing corruption and bribery as well. LLamasoft employees, subsidiaries, resellers, distributors and licensees are expected to be knowledgeable concerning local laws and regulations in the countries where they operate and to comply with all such laws. For example, the United Kingdom Bribery Act prohibits the same types of activities addressed in the FCPA but, in some circumstances, may be more restrictive than the FCPA. LLamasoft requires all individuals and entities operating outside the United States to be fully compliant with such requirements.


  • a. PaymentsLLamasoft employees, subsidiaries, resellers, distributors and other representatives will not pay, offer to pay, or authorize payments to foreign officials without appropriate pre-approval, as follows. Cash payments are not permitted under any circumstances. Any approved payments must be for legitimate business purposes, be approved in writing detailing the business justification for the payment and be limited to reasonable business expenses.
    • i. Payments authorized under the written law and regulations of a country are permitted without specific authorization under this Policy. Note that other Company approval requirements may apply. Such payments may not be in cash and must be made to a government agency or entity and not to any individual representing the government. Any questions as to whether a payment is authorized under written laws or regulations should be directed to Legal@LLamasoft.com.
    • ii. Travel expenses for foreign officials may never be paid without appropriate pre-approval from Legal@LLamasoft.com. Any such expenses may only be considered for approval if they directly relate to the promotion or demonstration of LLamasoft products and services or if contractual commitments require such travel.
    • iii. Gifts to foreign officials may never be offered or provided by LLamasoft employees, subsidiaries, resellers, distributors or other representatives.
    • iv. Meals and entertainment exceeding $50 per person may never be offered or provided without pre-approval from Legal@LLamasoft.com. Any such payments must be approved in writing, reasonable in light of customary business in the country, given for a purpose other than to induce the misuse of an official position, avoid any appearance of improper payment, comply with the laws of the foreign country, and properly recorded in the Company’s financial records.
    • v. All other payments to foreign officials require pre-approval from Legal@LLamasoft.com.
  • b. Conducting Due Diligence
    LLamasoft employees and subsidiaries must conduct and document due diligence in writing prior to engaging a third party, such as a reseller or distributor. Due diligence should be conducted as follows:
  • i. Prospective resellers and distributors should be identified based only on merit and required to complete the Due Diligence Questionnaire providing information about their organization and activities. This Questionnaire is designed to permit LLamasoft to assess whether the entity:
    1. Has the skills and experience to provide the desired services;
    2. Has a positive business reputation;
    3. Is charging a fair market price for their services;
    4. Is a public official or in the case of a company is owned or controlled by a government entity; and
    5. Maintains a policy or code of conduct addressing anti-bribery and anti-corruption.
  • ii. The responses to the Due Diligence Questionnaire should be reviewed to assess the entity’s reputation, experience, capability and anticipated cost as well as whether the entity has ownership by or contact with foreign governments that create risks under the FCPA. Public sources should also be searched to identify any information suggesting risk or involvement in questionable activities, including screening the entity against U.S. Government lists of denied parties: http://apps.export.gov/csl-search#/csl-search. Potential red flags may include:
    1. The entity refuses to disclose its ownership or whether it is owned by government officials;
    2. The entity is, or has close family or business ties to, a foreign official;
    3. The entity employs or is controlled by government officials;
    4. The entity has been recommended by a foreign official or a close relation or affiliate of a foreign official;
    5. The entity requests a commission that is excessive or to be paid in cash;
    6. The entity requests unusual payment terms, such as up-front lump sum payments, payment to an account not in the entity’s name, or payment to a country that is not the country where the entity resides or where the entity will provide services;
    7. The entity indicates that a particular amount of money is needed in order to “get the business” or “make the necessary arrangements”;
    8. The entity has been involved in illegal activities in the past.

    Any red flags should be scrutinized to assess whether they create unacceptable risk of FCPA violations.

  • iii. The engagement of the reseller or distributor must be authorized in writing by Legal@LLamasoft.com. After reviewing all available information and resolving any potential red flags. Records demonstrating the due diligence conducted by LLamasoft on each reseller or distributor will be maintained by LLamasoft’s Legal Department.
  • iv. LLamasoft will not enter into any oral agreements or arrangements with third parties. All resellers and distributors will be required to execute a written agreement or contract that includes terms addressing compliance with the FCPA and/or a certification to this effect.
  • v. LLamasoft will not make cash payments to resellers or distributors. All payments must be made directly to the reseller or distributor in the country where the reseller or distributor is located or where it has provided services to LLamasoft. All payments must be fully and accurately reflected in the Company’s financial records.
  • c. Reporting Possible Violations
    Any LLamasoft employee, subsidiary, distributor, reseller, licensee or other representative who has reason to believe that a violation of the FCPA or of Company policy has occurred, or may occur, must promptly report this information to his or her supervisor or to Legal@LLamasoft.com or to the compliance hotline. Failure to report a violation may result in disciplinary action up to and including termination of employment.All reports will be forwarded to the Legal Department, who will conduct a complete investigation to determine whether a violation may have occurred.
  • d. Recordkeeping
    LLamasoft employees, subsidiaries, distributors, resellers, licensees and other representatives must maintain complete and accurate records of all payments and transactions in sufficient detail, and supported by proper documentation, to permit all payments to be fully audited pursuant to LLamasoft’s audit procedures.
  • e. Training Requirements
    All LLamasoft employees, subsidiaries, distributors, resellers, licensees and other representatives are expected to be familiar with the requirements of the FCPA and Company policy. All new hires will receive a copy of this Policy, which will be maintained on the Company intranet. All employees, distributors, resellers and other representatives who conduct business with or make or approve payments to foreign officials as part of their regular job responsibilities will receive FCPA awareness training on an annual basis.
  • f. Audit Requirements
    LLamasoft will regularly conduct audits of compliance with the FCPA and this Policy. A written report will be generated identifying any potential violations or areas for improvement for the compliance program. The Legal Department will be responsible for identifying corrective actions to address such areas and tracking completion and documentation of such corrective actions.