Anti-Corruption

Overview

Ribbon is a leading, publicly traded, global provider of communications technology, employing thousands of individuals operating in more than 100 countries. Using our trusted solutions, our customers can offer services that improve the quality of life for billions of people around the world, support digital inclusion across markets and lower global greenhouse emissions through efficient bandwidth utilization and cloud-based applications.

We believe that a zero tolerance for corruption, bribery and any other form of illegal payments is the right approach for every business. Businesses that take a stand against corruption and bribery foster trust among stakeholders, protect themselves from risk and contribute to the development of a fair and orderly society for the benefit of all.  

Our Approach

Ribbon expects and requires its subsidiaries, directors, officers, employees, representatives and agents to comply with the laws of the United States and other locally applicable laws and to maintain the highest ethical standards of business conduct. We aim to ensure that Ribbon complies with applicable anti-corruption legislation including, without limitation, Russian anti-corruption laws and regulations, the Foreign Corrupt Practices Act of 1977, and the UK Bribery Act of 2010. Failure to comply with this Ribbon’s anti-corruption approach and policy may result in civil and criminal penalties and is grounds for disciplinary action against such individuals, up to and including termination, in accordance with applicable law.

The principles of integrity, accountability and fair dealing are the cornerstone of Ribbon’s business and are critical to its’ future success. Ribbon believes that it is imperative that its officers, employees, representatives and agents act at all times in an honest and ethical manner in connection with their service to Ribbon and in compliance with all applicable laws and regulations. All employees are obligated to uphold Ribbon’s stand against corruption and bribery in letter and in spirit.

The key elements of our approach to anti-corruption include:

Prohibition of Bribery and/or Improper Payments: We strictly prohibit bribes, kickbacks, illegal payments, facilitation payments and any other offer of items or services of value that may inappropriately influence or reward a customer to order, purchase or use our products and services, whether provided directly or through any third party. Similarly, we prohibit bribery and/or improper payments of any type as noted above to financial institutions, government officials, business partners, resellers, agents, suppliers, vendors and competitors.

Culture, Communications and Training: Ribbon recognizes that, in the dynamic world of business, no rule book or Code of Conduct can cover every possible circumstance or eventuality that may relate to corruption and bribery. Therefore, Ribbon aims to ensure a culture of compliance, ethical conduct and zero tolerance for corruption and bribery. All Ribbon employees are trained in Ribbon’s Code of Conduct, which includes a significant element of training on anti-corruption. Furthermore, Ribbon regularly issues reminders and frequent communications to all employees relating to their obligations to uphold anti-corruption and anti-bribery. Employees in high-exposure positions (such as sales and procurement) participate in additional training at least annually.

Political Contributions: We strictly prohibit political contributions that are given for the purpose of obtaining an improper advantage. All contributions to political parties or politicians must be for a legitimate purpose and must comply with applicable laws and regulations and may only be given following explicit written approvals from Ribbon’s Chief Legal Officer. Ribbon supports and encourages employee rights to participate in civic affairs and the political process on an individual basis but does not permit the use of corporate resources or time for personal political activities unless prior written approval has been granted by Ribbon’s Chief Legal Officer or Chief Financial Officer.

Proper Use of Company Assets: Ribbon’s employees are trained to take steps to ensure that Ribbon’s assets, including but not limited to electronic communications systems, information resources, intellectual property, material, facilities and equipment, are used only for legitimate business purposes. Personal use of equipment by employees is permitted provided it is reasonable and cannot be deemed to adversely affect the interests of the Company.

Appropriate Gifts and Entertainment: Ribbon expects its employees to deal fairly with the Company’s financial institutions, government officials, business partners, resellers, agents, suppliers, vendors and competitors. All business relationships should be based on lawful and ethical practices and is the obligation of every Ribbon employee to conduct business in a manner that avoids ethical or legal impropriety or the appearance of such. In this context, giving and receiving of gifts, including entertainment, is carefully monitored and controlled in line with the following requirements:

• The use of Company funds or assets for gifts, gratuities or other favors to government officials is prohibited, except to the extent such gifts, gratuities or other favors are in compliance with applicable law, insignificant in amount and not given in consideration or expectation of any action by the recipient.
• The use of Company funds or assets for gifts to any customer, supplier, or other person doing or seeking to do business with the Company is prohibited, except to the extent such gifts are in compliance with the policies of both the Company and the recipient and are in compliance with applicable law.
• An employee, officer or director and his or her immediate family members cannot accept material gifts or favors that could create the appearance that such individual’s business judgment could be affected by the receipt of such gifts or favors. An employee, officer or director or his or her immediate family can accept gifts of nominal value from existing sources, prospective sources and persons, firms or companies with whom the Company does or might do business, unless such gift could reasonably be viewed as a bribe or is otherwise improper.
• The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage. Employees, officers and directors cannot offer or give gifts or favors to any employee, officer or director of a competitor, supplier or customer of the Company, or a member of such person’s immediate family, if the gifts or favors might place the recipient under any obligation to an employee, officer or director of the Company or to the Company, the gift or favor could reasonably be viewed as a bribe or is otherwise improper.
• All employees, officers and directors are subject to the Foreign Corrupt Practices Act Policy then in effect. Any question as to whether a gift or favor would be considered improper must be discussed with the Chief Legal Officer.

Relationships with Suppliers: Ribbon’s suppliers are expected to conduct their business in an ethical manner without engaging in, or appearing to engage in, corruption or bribery. Ribbon’s Supplier Code of Conduct is a binding commitment in Ribbon’s procurement contracts and suppliers are obliged to uphold its’ provisions, including those relating to ethical conduct and anti-corruption and anti-bribery. Ribbon conducts due diligence on suppliers, including resellers and agents, incorporating periodical screenings, risk assessments, compliance health checks and financial propriety checks.  

Risk Assessment: Ribbon conducts anti-corruption risk assessment across all business units and operations as part of our annual Enterprise Risk Management procedures. Such assessments may be performed by Ribbon’s qualified internal auditors or by an appointed third party. The outcomes of such assessments are communicated to Ribbon’s executive leadership and appropriate actions implemented to address non-conformances, if any.

Reporting Suspected or Actual Violations: Ribbon encourages its employees, and third parties, to report instances of suspected or actual violation of our approach to anti-corruption and anti-bribery through our company hotline, available 24/7, or to our Chief Legal Officer. All reports are promptly investigated and appropriate actions undertaken. Confirmed instances of corruption are reported to Ribbon’s Board of Directors. Ribbon prohibits retaliation against any individual who reports ethical or other misconduct in good faith.

Supporting Global Sustainable Development

Our Approach to Anti-Corruption directly supports UN Sustainable Development Goal (SDG) 16 which calls for substantially reduced corruption and bribery in all their forms. 

• Target 16.5: Develop sustainable, resilient and inclusive infrastructures

Governance   

Executive direction of our infrastructure and systems to protect against corruption and bribery is led by Ribbon’s Executive Vice President and Chief Legal Officer. Embedding of an anti-corruption culture at Ribbon is supported with organizational processes led by Ribbon’s SVP for Human Resources. Both executives collaborate to ensure effective protection across the organization and report status and progress to our executive leadership. Other senior managers, including our Chief Legal Officer and our Internal Audit Manager, also play an important role in ensuring effective organizational controls related to anti-corruption.

See also: Ribbon’s Code of Conduct and Ribbon’s Approach to Compliance.

Disclosure

We report transparently to our stakeholders on progress and performance related to anti-corruption in our annual Sustainability Report.

Version 5:  April 2022