Moog Policy on Anti-Bribery

Although Moog’s Statement of Business Ethics broadly addresses this topic, the Company has considered and vetted the benefits of having stand-alone policy statements for important topics related to business ethics and principled conduct by Moog employees.  Having stand-alone policy statements, which are consistent with the general commitment set forth in the Moog Statement of Business Ethics, allows for more robust guidance and increases the profile and importance of compliance.


Our Principles

Integrity is a crucial component of our business. Moog, along with our subsidiaries and affiliates, is committed to ethical business practices and to obeying both the spirit and the letter of the law in every country in which we do business. This baseline commitment is integral to the tenets of our Culture & Values and our Statement of Business Ethics.

Definitions

The following words and phrases have the meanings expressed below in the context of this policy, in addition to their ordinary usage meanings:

Anything of Value - Includes, but is not limited to, cash, cash equivalents (such as gift cards, kickbacks, or discounts), benefits or favors, entertainment, gifts, hospitality, meals, travel, charitable contributions, political contributions, or employment opportunities. There is no minimum value for something to be considered “of value”.

Bribery (or Bribe) - Giving, offering, promising, requesting, or authorizing the giving of anything of value, directly or indirectly, to any person or entity to induce a person to act, or refrain from acting, in relation to the performance of their duties, in order to obtain or retain any business advantage or benefit.  However, customary business courtesies given or received consistent with our policy on Business Gifts and Gratuities and not provided for the purpose of improperly inducing action or inaction to obtain a business advantage are not bribes.

Facilitating Payments - Payments made to public officials to encourage them to expedite a routine or common governmental task that the official is otherwise required to undertake even if the payment were not made, such as issuing permits or licenses.  This is distinct from payments expressly authorized to be made to a government agency (not an individual) to expedite processing.

Gift - Includes any tangible object of any kind, regardless of value.  Acceptable reasonable and appropriate business gifts that will not be considered a violation of this policy are discussed in our separate policy on Business Gifts and Gratuities.

Hospitality - Meals, lodging, or any event or form of entertainment (including sporting events, parties, plays, and receptions).

Public Official - A government official, whether elected or appointed; an officer or employee of a government agency or state-owned or state-controlled entity; a person performing a public service on behalf of a government or government agency; a political party or party official; a candidate for political office; any person acting in an official capacity; or an officer or employee of a public international organization.

Third Party - Any person or entity who acts on behalf of or represents Moog, including but not limited to sales agents or representatives, distributors, consultants, lobbyists, transportation or logistics providers, customs clearing agents, or any person or entity retained to represent Moog in a matter before a public official, government agency, or in tax or legal matters.

Travel - All forms of transportation, including ground transit and air travel.

Basic Policy

Moog prohibits bribery or any other improper payments in business dealings. Moog takes its legal responsibilities to prevent bribery very seriously and expects you to do the same. Where bribery might be a customary business practice in a given country, it is not a justification for violation of this policy. We expect full compliance with its terms from every single employee, whether permanent or temporary. The same expectation applies to employees of our agents and third parties acting on Moog’s behalf.

Required Conduct And Actions

Bribery And Facilitating Payments

Moog, our employees, and our third parties are prohibited from offering or giving a bribe, whether directly or indirectly, to any person or entity. Moog, our employees, and our third parties are prohibited from requesting or receiving a bribe, directly or indirectly, from any person or entity. All demands for bribes or kickbacks must be expressly rejected. Moog, our employees, and our third parties are prohibited from offering or making facilitating payments to public officials. If a Moog employee or third party believes there is a serious threat to a person’s health or safety if a payment demand is not met, such payment would not be considered a prohibited bribe. In that situation, the employee or third party should immediately report the incident to the Corporate law department and the payment must be properly recorded as a bribe given under duress in Moog’s books and records. Employees and third parties who refuse to pay a bribe will not suffer any penalty, demotion, or other adverse consequence as a result, even if Moog loses business. Employees and third parties are required to promptly report any suspected violations of this anti-bribery policy to Moog’s Corporate law department, senior management, or the Moog hotline.  No employee or third party will suffer any penalty, demotion or other adverse consequence for reports made in good faith. Reports will be treated confidentially to the extent possible, consistent with the need to conduct a thorough investigation.

Charitable Contributions

No charitable donations may be given, offered, promised, or authorized without proper authorization.  If a donation is authorized, it must fully comply with all applicable laws and be properly and accurately reflected in Moog’s books and records.

Gifts, Hospitality And Travel

Moog, our employees, and our third parties shall not offer or receive gifts, hospitality, or travel whenever these could affect the outcome of business transactions or other matters Moog is involved in, or where doing so would be in violation of the laws of the recipient’s country. All gifts, hospitality, and travel must be made consistent with Moog’s policies regarding gifts, hospitality, and travel, and be properly and accurately recorded in Moog’s books, records, and accounts. Moog, our employees, and our third parties shall not offer or receive gifts, hospitality, or travel that are not reasonable and legitimate business expenditures. Any hospitality or travel offered or provided to public officials must be directly related to the promotion or demonstration of our products or services, or directly related to the performance of a contract with a government, government agency, or state-owned or -controlled entity. Any expenses that do not meet these criteria will not be reimbursed or otherwise paid for by Moog. In order to qualify for reimbursement, proposed gift, hospitality, and travel expenses must be explicitly detailed in the request (i.e., broken down by names and positions of government officials, dates and places of travel, and the amount and type of specific expenses). Moog reserves the right to deny, in whole or in part, any expenses related to the travel of a government or political party official (including officers and employees of government-owned or government-controlled enterprises) for any reason. Employees who authorize the reimbursement or payment of expenses covered by this section without following the above procedures will be subject to disciplinary action, including termination of employment.

Conflicts of Interest

Moog, our employees, and our third parties shall avoid any relationship or activity that might impair, or reasonably appear to impair, their ability to render objective and appropriate business decisions in the performance of their jobs.

Books And Records

Moog is committed to maintaining complete and accurate books, records, and accounts. All transactions, including payments, reimbursement requests, expenditures, expense reports, invoices, vouchers, gifts, and business entertainment must be properly and accurately entered into Moog’s books, records, and accounts in a timely manner, in detail, and with supporting documentation. Failure to properly record an expense is a per se violation of the U.S. Foreign Corrupt Practices Act, for which there is strict liability. Therefore, a payment, while not intended to be a bribe, if not properly recorded, may still be treated as a violation of the law.

Training

Officers, directors, and employees are expected to participate in anti-bribery training on a periodic basis. Managers and supervisors subject to completing periodic financial reporting questionnaires must certify that they have read this policy and that they are acting and will continue to act in compliance with this policy.
 

Consequences of Non-compliance

Under a variety of anti-bribery laws applicable to our world-wide operations, bribery is not only a civil violation, it is a criminal offense punishable by the imposition of substantial fines on Moog and the loss of licensing and contracting privileges. Any person involved in the bribery faces the real possibility of termination of employment, substantial fines, and imprisonment.