In recent years, the need to deal effectively with the phenomenon of corruption and
bribery in international transactions has increased around the world. The
international community has decided to join forces in the struggle against
corruption, and in this context the UN Convention against Corruption and the OECD
Convention on Combating Bribery of Foreign Public Officials in International
Business Transactions were formulated.
The underlying concept of these treaties is that the commitment and enlistment of
each of the member states to work together to eliminate bribery and corruption are
key to the success of the struggle to create an international climate free of
The State of Israel is a party to these treaties out of partnership and recognition of
the said concept. The establishment and effective enforcement of a criminal
prohibition on bribing a foreign public servant constitute an important element in
the struggle to create an international climate free of corruption. This prohibition
complements the internal legislative framework and contributes to strengthening
the preservation of professional integrity within Israel. In addition, effective
enforcement of the ban puts Israel in line with many countries around the world that
enforce the prohibition of bribery in international transactions.
Maintaining these international standards will also make it easier for Israeli
companies to operate in international trade transactions and increase the
competitiveness of the Israeli economy
On July 8, 2014, the Knesset passed the Penal Law (Amendment No. 99, 2008), in the
framework of which section 291A of the Penal Law, 5737-1977, was added, which
establishes the offense of “bribery of a foreign public official with respect to business
activity” (hereinafter: the offense).
Octopus Systems Ltd. has set itself the goal of conducting its business free from
crime, corruption or bribery, in any way, shape or form or with any person, whether
private, public or institutional.
This policy is intended to help directors, managers, employees, business partners,
and suppliers identify situations in which they are required to comply with antibribery
and anti-corruption laws.
This policy aims to help company employees and suppliers meet high standards in
avoiding bribery and preventing corruption. The policy is intended as addition to the
existing company procedures relating to the code of ethics in doing business
(Procedure 05.16 - Code of Business Conduct and Ethics) and other procedures
relating to this subject.
The United Nation Convention against Corruption General Assembly resolution 58/4
of 31 October 2003
The Europe Convention on Combating Bribery of Foreign Public Officials in
International Business Transactions 23 May 1997, C (97) 123 / FINAL
USA - The Foreign Corrupt Practices Act of 1977 (FCPA)
Penal Law, 5737-1977
The OECD Guidelines for Multinational Enterprises, 2011 Edition
an offer, or promise of anything of value, accepted or given, directly or
indirectly, whether from a private or public organization and / or individual, including
any official or governmental representative or representative, in order to improperly
obtain a business advantage or any other advantage for the Company
Direct or indirect form: this policy applies to the entire company, directors, directors,
employees or any third party acting in concert. A third party may not be ordered or
allowed to give or receive bribes on behalf of the organization, its directors,
managers or employees or any other entity acting on behalf of the Company. No
payment or benefit shall be allowed or given in the knowledge that such payment or
benefit shall serve as a tool for the advancement of the Company's affairs.
Anything of value: anything of financial or equivalent value, including gifts,
entertainment, lodging, offers, employment, and anything else that may be in the
interests of the Company, its directors, managers or employees.
Business advantage / promotion of the Company's affairs: anything that can provide
an advantage, whether in acquiring new business or expanding existing businesses,
or anything that has a connection to the Company's activities, including an advantage
in taxation, relief regarding non-compliance with certain laws or regulations, or
anything else that amounts to preferential treatment that goes beyond the norm.
Promotional or "lubrication" payments: these are payments to a person or
organization, usually to employees of suppliers, public servants or official
representatives, aiming to advance the interest of the Company.
Zero tolerance policy:
Octopus Systems Ltd. has adopted a zero-tolerance policy on bribery and works
actively to comply with the law enforcement and reject bribes. Octopus Systems full
compliance with the law is a business asset that benefits the Company and its
reputation and adds security to its customers and third parties in doing business
Failure to comply with this policy may expose the Company and its employees to
sanctions under criminal and civil law. The Company shall take disciplinary action
against employees who violate this policy, including the termination of their
employment in the Company and the taking of legal proceedings.
It is forbidden to all directors, managers, employees, consultants, suppliers,
subcontractors, to third parties and to anyone acting on behalf of or for the Company
(hereinafter "Company Entities") to be directly or indirectly involved in providing or
assisting in bribery in any form.
Company officials will not be involved in any way and in any way in bribes
The Company does not authorize third parties acting on its behalf to be involved
in bribery in any way or in any manner.
Company officials will avoid situations that may be deemed unfit, including
inappropriate business hospitality, gifts, improper employment, funding and
Payments of this kind are prohibited under Israeli, international, and corporate
Private or public sector:
Bribery is illegal whether it occurs in the private or in the public sector. All
employees must make sure that there is no involvement in bribery (acceptance
or giving), in the context of any of the Company's actions with public or private
companies, organizations or individuals. Particular attention must be paid to
activities vis-a-vis governments or public officials. It is important to remember
that individuals and private organizations can also be targets for bribery.
Company officials must act to ensure that the Company's books and records are
accurate and faithfully represent its business operations and properly reflect the
Company's assets. A transaction or financial transfer without proper registration
is not permitted. Company officials shall not participate in the falsification or
concealment of accounting data or business records.
Reporting violations of this policy:
Suspicions of breach of this policy will be reported immediately and without
delay to the owners of the Company or the operations manager or to the
Company's legal advisors.
Reporting can be done either openly or anonymously
In accordance with this policy, the Company's management undertakes that no
harm will come to any employee or to the terms of employment of an employee
who has reported in good faith any of the cases specified in this policy
The Company's management undertakes to conduct a thorough investigation of
any information it receives regarding suspected violations of this policy and shall
take disciplinary action and other measures as may be required.
All the entities in the Company must respond fully, faithfully and correctly to any
questions that arise in an internal or external investigation that may be
presented for this purpose.
The Company will act to conduct training and communication of the subject to
guide the Company's employees, including its managers, so that they will be
updated regarding this policy and the risks involved in bribery.
All the Company's employees and managers will be briefed on the no-bribery
policy and ethics on joining the Company and periodically from time to time.
Business hospitality, gifts and travel expenses:
Business hospitality means giving gifts or favors to organizations or public
servants (including governments, government representatives or
representatives of private organizations).
Payment for travel or residence expenses may also, under certain
circumstances, constitute a risk and raise suspicion of granting or receiving
Business hospitality is broadly defined and includes: meals, land transport, VIP
services at the airport, accommodation, airline tickets, gifts, tours, payment for
participation in conferences, subsidizing conferences or events and anything
similar that constitutes or can be perceived as constituting a form of benefit.
Questions may arise in the event of a contract between the Company and the
customer or a business partner in which the Company is required to provide
certain types of business hosting
Procedure 05.16 of the Code of Business Conduct and Ethics Describe situations
in which there is a risk of conflict of interest that may occur in the context of
Permitted business hosting:
Company officials may be able to receive business hosting or offer business
hosting to organizations or individuals (including governments and public
representatives) when there is a stated business purpose and when the business
hospitality is reasonable under the circumstances and in relation to the
transaction in question.
Such business hosting is permitted when it is associated with a visit or meeting
that is intended to raise business issues.
Business hosting may be given or offered when there is no expectation of
receiving anything in return for the hosting itself.
In order to assess whether such an offer of business hospitality is in accordance
with this policy, several additional factors must be taken into account: the ratio
between the value of the said business hospitality and the transaction in
question, its frequency, timing, and the purpose behind the offer.
Non-permitted business hosting:
Company officials must not request, accept, offer or provide business hosting
that is provided as support or reward for behavior that is not commensurate
with the expected business behavior of any company/organization involved.
Company officials are obliged not to give or receive or give any business
hospitality that can be construed as a bribe or might create the appearance of a
conflict of interest that could cause embarrassment to the Company.
Company officials must ensure that no organization or individual shall receive
business hospitality that could be construed as exceptional.
Payment of travel expenses:
Payment or reimbursement of travel expenses, including food, lodging, land/sea
transport or airline tickets for private individuals or public figures, shall be
approved only if they are directly related to the Company's business in direct or
indirect contact with that entity. Any other type of business hosting should be
approved by the Company's CEO.
If possible, reimbursement of travel expenses will be paid directly to the service
provider, and not to the organization or individual who benefits from the service.
The company's policy is not to give political contributions.
Company personnel may choose to make a personal political contribution from their
own pocket, providing this is not for the purpose of influencing a third party for the
advancement of the Company's interests or when such a step may be construed as
an attempt to create such influence.
In general, the Company allows reasonable donations to charitable organizations
from the Company's funds, provided that the Company's management makes sure
that this contribution is not regarded as an attempt to receive a preferential
treatment or benefit for the Company or that this contribution is deemed
inappropriate in any other way. In any case, the Company must ensure that such
contributions are not passed on to private individuals, governments or public figures
in violation of anti-corruption laws. The contribution must be legitimate and not for
the benefit of other individuals, nor may it be used for a purpose other than the
declared purpose of that charity.
Prevention of conflict of interest in the employment process:
The employment of any person who has a business or regulatory relationship with
the Company's business, or of relatives of such a person, raises concerns of conflict
of interest and may risk being considered as a bribe.
Decisions about employment must be made only in accordance with pure business
judgment and not for personal or other motives that are not relevant to proper
To prevent conflicts of interest in recruiting, which may have an impact on the
Company's business, such potential conflict of interests will be examined during the
recruitment process to resolve such issues. Should there be a suspicion of conflict of
interest, the process should be referred to the discretion of the Company's legal
counsel. Only after their approval will it be decided whether to continue the
recruitment process or not.
In accordance with the various international conventions against corruption and
bribery, and with the laws of the State of Israel, the directors and managers of the
Company bear criminal liability for the actions of any third party acting for or on
behalf of the Company and in violation of the law
To prevent this risk of bribery by a third party, including: consultants, agents,
representatives of the Company, subcontractors and suppliers, the Company should
demand a contractual obligation from said third party and monitor their activities on
Consultants, representatives, sub-contractors and suppliers are paid to assist and
promote the Company's affairs in various transactions or in its ongoing activities visà-vis
governments or public representatives. These third parties will be employed by
the Company only after signing contract with them, which also incorporates the anticorruption
policy discussed here.
Any business agreement with a third party should include a signed agreement
that obliges that third party to comply with all anti-bribery laws, including the
laws and treaties specified in section 3 of this document and any other relevant
local or international law.
The Company's owners, directors, managers and employees are obliged to pay
attention to and report any suspicious sign that may violate the treaties and laws
It is the responsibility of each employee or manager to report to the Company's CEO
on any suspicious sign.
Examples of suspicious signs:
Request or offer of money, surplus benefits or anything else that exceeds the
A request to transfer funds via unofficial channels
Refusal to comply with contractual obligations to comply with rules and laws
Suspicion of past behavior of related to bribery
Suspicion of family or social closeness between a representative of the
Company, including a third party, and a government or public representative,
which may have an improper effect on decision-making
A recommendation for the hiring of a third party by the government or public
Suspicion of lack of good faith by a company representative, including a third
party, during business conduct with him
This policy applies to:
Owners of the Company
Directors of the Company
Entities operating on behalf of or for the Company
This policy will also apply to the subsidiaries of the Company
It is always necessary to adopt a policy for prevention of bribery and corruption, in
accordance with applicable laws in the country where the Company is operating.
This policy is valid as of its date of publication