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ADP Anti-Bribery Policy

See also:
Code of Ethics for Principal Executive Officer and Senior Financial Officers
Insider Trading Policy
Reporting Ethical Violations

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Statement by Chief Executive Officer

1. Policy Statement
2. Policy Purpose
3. Policy Scope
   1. Penalties
   2. Gifts, Travel, Entertainment and Other Expenses
   3. Third Parties' Compliance with ADP's Anti-Bribery Policy
   4. Red Flags
      
   5. Reporting Violations
   6. Administration of Anti-Bribery Policy
   7. Further Information

Statement by Chief Executive Officer

My Fellow Associates,

ADP has a long and proud tradition of conducting business in accordance with the highest ethical standards and in full compliance with both the letter and spirit of all applicable laws. The Code of Business Conduct & Ethics and the Anti-Bribery Policy were developed at the direction of ADP’s Board of Directors to provide clear guidance to all ADP associates and to ensure a consistent approach to business practices throughout ADP’s expanding worldwide operations. The current versions of the Code and Anti-Bribery Policy and Frequently Asked Questions for both can be found on the Associate Portal at www.adpcorp.com by following the links for Our Company/Policies & Guidelines/Ethics, Legal Compliance.

ADP’s Board of Directors, and I personally, are fully committed to conducting ADP’s business with the highest level of integrity and we expect your strict adherence to the Code of Business Conduct & Ethics, the Anti-Bribery Policy and the law. There is zero tolerance of non-compliance and/or retaliation. Any violations will result in swift progressive discipline, including possible termination of employment from ADP.

I’d like to take this opportunity to remind all leaders in ADP that they have the extra responsibility of setting a clear example by treating associates, clients, prospects, vendors and competitors with honesty and respect, and by always following our policies and the law.

Please read the Code and Anti-Bribery Policy carefully as they include a number of important provisions. They also provide you with information regarding when and how to report any violations. Your calls and written communications will always be dealt with confidentially and there will never be retaliation when a matter is brought forth in good faith.

Thank you for your commitment to comply unequivocally with the highest standards of integrity and business ethics.

Sincerely,



Carlos Rodriguez
Chief Executive Officer

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I. Policy Statement

ADP maintains an Anti-Bribery Policy prohibiting any improper or unethical payment to government officials or a party to a private commercial transaction anywhere in the world by any ADP officer or associate (together, simply “ADP associates”) or agent of ADP. This Anti-Bribery Policy is designed to comply with the requirements of the U.S. Foreign Corrupt Practices Act (the “FCPA”), the U.K. Bribery Act 2010 (the “U.K. Bribery Act”) and the anti-bribery laws of those other jurisdictions in which we do business. These laws generally prohibit bribes, kickbacks, or illegal payments to influence business transactions and require us to maintain accurate books and records and a system of internal controls.

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II. Policy Purpose

ADP’s Anti-Bribery Policy states:

• No ADP associate or agent has the authority to offer payments of money or anything else of value, whether directly or indirectly, to a government official or a participant in a private commercial transaction to improperly induce that person to affect any act or decision in a manner that will assist ADP or any of its subsidiaries or divisions, or any of its associates or agents, to obtain or retain business.
• Every ADP associate and agent has the obligation to record accurately and fairly all of their transactions involving any expense of ADP or any other transaction involving the disposal or transfer of ADP assets.

In addition to direct payments of money, other examples of prohibited payments would include the following made at the direction, or for the benefit, of a government official or a commercial business partner:

• • gifts, or travel, meals, entertainment or other hospitality expenses;
  • contributions to any political party, campaign or party official;
  • charitable contributions and sponsorships.

Facilitating payments are not authorized by this Policy. These are payments of small amounts to a foreign government employee to expedite or secure performance of a routine, non-discretionary governmental action, such as properly obtaining visas, permits and licenses, police protection or utility services in a foreign country.

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III. Policy Scope

The Anti-Bribery Policy extends to ADP’s operations anywhere in the world, including all subsidiaries, divisions, agents, consultants or other representatives, as well as to any joint venture or other business enterprise in which ADP is a participant. The Anti-Bribery Policy is applicable to activities of individual ADP associates, as well as corporate and business unit programs, events, campaigns and other initiatives.

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A. Penalties
Violations by any ADP associate of the anti-bribery laws or this Policy will result in progressive discipline, up to and including possible termination of such associate’s employment with ADP. Violations by any ADP associate or agent can also result in severe penalties for both ADP and such individuals.

For example, individuals can receive five years of imprisonment and a $100,000 fine for each violation of the anti-bribery provisions of the FCPA, and 20 years imprisonment and a $5 million fine for each violation of the record keeping provisions of the FCPA. Under the U.K. Bribery Act, bribery and corruption is punishable for individuals by up to ten years imprisonment and companies could face an unlimited fine.

The FCPA specifically prohibits a company from reimbursing an officer, director, stockholder, employee, or agent for fines imposed for violations of the FCPA, so any fines for violations for which you are responsible will be paid from your personal assets. In addition, and in accordance with ADP’s general legal compliance policy, ADP will cooperate fully with law enforcement authorities in the investigation and prosecution of alleged violations of anti-bribery laws.

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B. Gifts, Travel, Entertainment and Other Expenses
Government Officials
ADP permits ADP logo items (such as ADP logo pen and pencil sets, shirts, hats and other similar items) to be given to government officials as modest gifts in the ordinary course of business, provided that:

• such gifts do not exceed U.S. $25 in value;
• only one such item per calendar year be given to any single government official;
• presenting any such gift will be in conformity with the written laws of the country in which the gift has been made; and
• the associate presenting such gift makes an immediate written report to such associate’s business unit CFO.

ADP also permits reasonable expenditures for travel, meals and entertainment expenses legitimately related to tours of ADP’s facilities, training in the use of ADP’s products and services, or otherwise related directly to ADP’s promotion of its products and services, provided such expenditures are not extravagant and otherwise conform to the limitations in this Policy and to the laws and customs (as recognized by the written local law or a published judicial decision) of the country in which the expenditures are incurred. Before providing, directly or indirectly, any such travel, meals or entertainment expenditure for a government official, you must first obtain written permission from your business unit CFO, who must review the proposed expenditure with the Anti-Bribery Committee.

It will never be acceptable to offer any gift or incur any expense in expectation of receiving something in return (quid pro quo).

The following persons are considered “government officials”:

• officers and employees of any government, department, agency, bureau, authority, instrumentality or public international organization;
• persons acting in an official capacity on behalf of a government;
• employees of entities that are owned or controlled by a government; and
• candidates for political office.

The U.S. Department of Justice and the U.S. Securities and Exchange Commission have adopted a very broad interpretation of what constitutes an instrumentality of a foreign government. For purposes of this Policy, any entity with significant governmental ownership or influence shall be viewed as an instrumentality of a foreign government.

Commercial Partners
Other than for gifts with a value of no more than U.S. $50 given or received in the normal course of business, neither you nor your relatives may give gifts to, or receive gifts from, ADP’s current or prospective clients, vendors or any other commercial partners. Presenting or accepting any other gifts to or from private commercial parties requires prior written approval from your business unit CFO, who must review the proposed gift with the Anti-Bribery Committee.

ADP permits accepting or incurring proportionate and reasonable expenditures for travel, meals and entertainment expenses legitimately designed to show appreciation to existing business partners, present products and services, or establish cordial business relations, provided that such expenditures:

• are not excessive and always appropriate to the nature of business relationship with the recipient;
• conform to the laws and customs (as recognized by the written local law or a published judicial decision) of the country in which the expenditures are incurred, as well as the policies, rules or codes of conduct of the recipient;
• do not place the recipient under an obligation or expectation to confer any business advantage in return for such hospitality (quid pro quo), or create an impression that the recipient’s independence will be affected; and
• occur only occasionally.

Before providing or accepting, directly or indirectly, any travel, meals or entertainment expenditure reasonably valued at more than U.S. $250 for each guest, you must first obtain written permission from your business unit CFO, who must review the proposed expenditure with the Anti-Bribery Committee. Since the level of appropriate expenditures may vary significantly from country to country, CFOs of local business units are authorized to adopt lower hospitality limits for their respective jurisdictions.

It is crucial that entertainment should not be given or received on such a scale that it forms an inducement to enter into a business transaction or arrangement which would not otherwise be undertaken. Moreover, in no event may any gift or hospitality cause any other provision of this Policy or any provision of the Code of Business Conduct & Ethics to be violated, or put ADP or you in a position that may cause embarrassment.

Recordkeeping
Any gift, entertainment or hospitality given will be accurately recorded, and no expenditure may be made with the express or implied agreement that it is to be used for any purpose other than as described by the records reflecting the expenditure.

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C. Third Parties’ Compliance with ADP’s Anti-Bribery Policy
ADP’s obligation of ethical and legal behavior includes and encompasses the activities of ADP’s agents, representatives, consultants and business partners (including joint venture partners). ADP will be held accountable for the actions of third parties doing business in any market on behalf of ADP, so every associate and agent must remain vigilant to ensure such third party’s actions are consistent with this Policy. Willful ignorance of facts or circumstances which make it likely that bribery could be occurring will be a violation of this Policy and anti-bribery laws.

Before establishing a relationship with any third party to represent ADP in any marketplace, sufficient due diligence must be performed to determine that the third party’s commitment to ethical business practices is consistent with ADP’s high standards, this Policy and the ADP Vendor Code of Conduct. Any arrangement with such third party should include proper contractual provisions and monitoring procedures to ensure compliance with anti-bribery laws and consistency with ADP’s Anti-Bribery Policy. Particular care should be taken in any instance where the third party has interactions with government officials in the performance of its services on behalf of ADP. Areas of due diligence inquiry, as well as appropriate contractual provisions to include in any agreement with these third parties, are available as part of the Frequently Asked Questions on the Associate Portal at www.adpcorp.com by following the links for Our Company/Policies & Guidelines/Ethics, Legal Compliance/Anti-Bribery FAQs.

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D. Red Flags
Among many other situations, the following situations, whether or not involving a government official, could expose ADP and the individuals involved to a risk of a violation, and in most cases need to be reported as set forth below:

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E. Reporting Violations
Your conduct can reinforce an ethical atmosphere and positively influence the conduct of fellow associates. If you are aware of or suspect misconduct, you should report it to the appropriate level of management.

If you are still concerned after speaking with your local management or feel uncomfortable speaking with them, you should (anonymously, if you wish, if allowed by local law):

Any reports that involve the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer or General Counsel of Automatic Data Processing, Inc. will be immediately communicated to the Chairman of the Board of Directors and the Chairman of the Audit Committee.

Your calls, detailed notes and/or emails will be dealt with confidentially, unless it is necessary to share such information in order to address the matter appropriately. Regardless, you have the commitment of ADP and of the Audit Committee of ADP’s Board of Directors that you will be protected from retaliation.

Nothing in this or any other ADP policy prohibits you from providing information to the U.S. Securities and Exchange Commission or any government agency in a manner contemplated by relevant law or regulation.

A failure to report known or suspected wrongdoing in connection with ADP’s business of which an ADP associate or agent has knowledge may, by itself, subject that individual to disciplinary action.

F. Administration of Anti-Bribery Policy
The Anti-Bribery Policy will be administered by ADP’s Anti-Bribery Committee. The Anti-Bribery Committee will consist of the CFO and the General Counsel of ADP, or their respective designees. Any violations of the Anti-Bribery Policy will be reported to the Audit Committee of ADP’s Board of Directors. The Anti-Bribery Committee will be supported by ADP’s Internal Audit, Corporate Finance, and Corporate Legal Departments. The form for submissions to the Anti-Bribery Committee is available on the Associate Portal at www.adpcorp.com by following the links for Our Company/Policies & Guidelines/Ethics, Legal Compliance.

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G. Further Information
The answers to frequently asked questions are available on the Associate Portal at www.adpcorp.com by following the links for Our Company/Policies & Guidelines/Ethics, Legal Compliance/Anti-Bribery FAQs. Should you have any other questions about the Anti-Bribery Policy, please contact the ADP Ethics Helpline or Global Compliance at Global.Compliance@adp.com.

Automatic Data Processing, Inc.
One ADP Boulevard
Roseland, New Jersey 07068
1-973-974-5000

The ADP Legal Department is responsible for the interpretation and administration of this policy. Any printed versions of this document should be used for immediate reference only. Please refer to the latest electronically approved version.
Revised April 11, 2018

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See Also
Code of Ethics for Principal Executive Officer and Senior Financial Officers
Insider Trading Policy
Reporting Ethical Violations