Policy of compliance with the U.S. foreign corrupt practices act

Global aviation consulting, llc policy of compliance with the U.S. foreign corrupt practices act

Global Aviation Consulting, LLC (“GAC” or the “Company”) hereby adopts the following policy (the “Policy”) of compliance with the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”). In so doing, GAC affirms its commitment to maintain the highest level of legal and ethical standards in the conduct of its business activities, both in the United States and in all foreign jurisdictions in which GAC or its employees, agents, and independent contractors operate.

Purpose and Application

The purpose of this Policy is to help ensure compliance by GAC with the FCPA. The FCPA makes it illegal for U.S. citizens and companies, their officers, employees and agents and anyone acting on their behalf, to make payments to foreign officials for the purpose of obtaining or retaining business.

It is the Company’s policy, as addressed below, to comply fully with the FCPA. With this Policy, GAC intends to emphasize the importance of maintaining the Company’s reputation for integrity and high ethical standards and the importance of communicating these standards and expectations to its agents and employees. This policy is a reaffirmation of the importance of those standards.

All GAC employees, agents, and independent contractors are expected to familiarize themselves with all applicable laws, regulations, and Company guidelines as a condition of employment. Where any question or uncertainty regarding these requirements exists, the employee, agent or contractor should seek immediate guidance from Company counsel, whose contact information is listed below. All GAC employees, agents, and independent contractors are further expected to adhere to the Company’s policies, including this Policy, and to conduct themselves in a manner to ensure the maintenance of the Company’s legal and ethical standards. Such actions and conduct will be important factors in evaluating an employee’s judgment and competence, and an important element in the evaluation of an employee or contractor’s performance. Any insensitivity to, or disregard for, the principles of this Policy will be grounds for appropriation disciplinary actions.

Summary of the FCPA

The FCPA contains two principal parts, known as the anti-bribery provisions and the record-keeping provisions.

Summary of the FCPA

The first part of the FCPA contains what are commonly known as the “anti-bribery provisions.” The FCPA makes it unlawful for any U.S. company or any officer, director, employee, agent or stockholder acting on behalf of such company to corruptly offer, pay, promise to pay, or authorize the payment, directly or indirectly through any other person or firm, of anything of value to a foreign official for the purpose of obtaining or retaining business. This is true regardless of whether the provision of items of value is routine or even necessary under the laws, traditions and/or norms of the country in question. The term “foreign official” is interpreted broadly, and encompasses a wide variety of individuals, including government officials at all levels, employees of state-owned entities, and holders of or candidates for political office, whether paid or unpaid. Similarly, what constitutes a payment for “the purpose of obtaining or retaining business” is generally interpreted broadly. There are certain exceptions to the FCPA’s anti-bribery provisions, including an exception for “facilitating payments,” but these exceptions are limited.

Record-keeping and payment practices

Second, the FCPA sets forth record keeping and accounting requirements that require public companies to maintain records that accurately reflect all transactions and distribution of all assets. Regardless of whether GAC is a U.S. issuer or otherwise subject to this second FCPA requirement, it is Company policy that accurate books and records be kept with respect to all contracts, transactions, and payments – including any payments that might be subject to scrutiny under the anti-bribery provisions – and that any payment from the Company be properly recorded in the Company’s business and accounting records.

Penalties

The penalties for violating the FCPA are severe. Criminal and civil penalties are available for both individuals and companies and can reach beyond U.S. borders. Sentences for individuals who violate the FCPA’s bribery provisions may include fines and five (5) or more years in prison. Companies may be subject to criminal and civil fines in the millions or even tens of millions for violations of any portion of the FCPA.

If you have questions about either part of the FCPA or any term or definition therein, please contact the Company’s attorney, whose contact information is provided below.

Responsibilities of All Company Employees and Agents in International Matters

The Company’s business objectives inherently involve international matters. Accordingly, every Company employee, agent or contractor is expected to become familiar with and comply fully with the FCPA and this Policy as a condition of employment or contractual agreement. Periodic certifications of compliance will be required, as will participation in training sessions and/or educational programs, to the extent instructed by management. Each Company employee, agent, and contractor will further be required to execute (or re-execute where necessary) the agreement and acknowledgment attached hereto as Exhibit A and/or Exhibit B.

Compliance with the anti-bribery provisions

The penalties for violating the FCPA are severe. Criminal and civil penalties are available for both individuals and companies and can reach beyond U.S. borders. Sentences for individuals who violate the FCPA’s bribery provisions may include fines and five (5) or more years in prison. Companies may be subject to criminal and civil fines in the millions or even tens of millions for violations of any portion of the FCPA.

Because the nature of the Company’s business does not require regular provision of services to foreign officials, no employee, agent, consultant or independent contractor shall provide anything of value, whether categorized as a “facilitating payment,” gift, entertainment, travel, lodging, or other expense, and whether such payments have been made previously, without first obtaining the express written permission of the Company. The provision of any thing of value to any foreign official, regardless of the purpose or explanation, without first obtaining the permission of the Company, shall result in immediate and serious disciplinary action.

This Policy extends not just to the FCPA, but to anti-corruption broadly, including business relationships with commercial non-governmental customers. In adhering to this Policy, employees, agents and consultants must be cognizant of all applicable U.S. and host country laws and regulations that apply to and impact upon the Company’s business affairs. Each employee, agent and consultant has an obligation to familiarize himself or herself with all such applicable laws and regulations, and to adhere at all times to these requirements.

If any employee, agent, consultant and independent contractor affiliated or acting on behalf of the Company has any question regarding the propriety or legality of any payment to a government official – including but not limited to the provision of gifts and entertainment to foreign officials, the requirements and manner of permissible payment for the travel and lodging expenses of foreign officials, risk-based due diligence procedures for the vetting of direct and indirect vendors and suppliers, and the standard for determining and documenting facilitating payments – the employee, agent, consultant or independent contractor should immediately contact Company Counsel. While the Company will make every effort to provide compliance information to all employees, and to respond to all inquiries, no educational or training program or policy can anticipate every situation that may present compliance issues. Responsibility for compliance with this Policy, including the duty to seek guidance when in doubt, rests with each individual employee, agent, consultant or independent contractor.

Accuracy of books and records

Accurate books and records are important to ensure compliance with the anti-bribery provisions of the FCPA, regardless of whether the FCPA’s books and records provisions reach the Company. Accordingly, compliance with the accounting and internal control procedures of the Company is mandatory. All accounting records, expenditures, expense reports, invoices, vouchers, gifts, business entertainment and any other business records must be accurately and reliably reported and recorded in the Company’s records. Specifically, payments to all employees, agents, consultants and independent contractors must be recorded as payments in connection with work performed by these individuals. Any reimbursed expenses must also be properly and adequately documented, both by the Company and by the employee, agent, consultant or independent contractor requesting reimbursement. No reimbursement of any expense incurred will be processed where the underlying expense arguably fell within the ambit of the FCPA and was not preapproved. False or misleading entries or records at any level will result in immediate and serious disciplinary action.

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Questions

If you have questions or issues regarding Global Aviation Consulting LLC Policy of Compliance, foreign officials, payment practices or other issues arising out of this Policy, please contact Company General Counsel:

PATRICK J. COTTER
Officer

Greensfelder, Hemker & Gale, P.C.
200 West Madison Street
Suite 3300
Chicago, IL 60606 USA

pcotter@greensfelder.com

p +1.312.345.5088
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