Anti Corruption Policies and Procedures
Anti Corruption Policies and Procedures
3.2 Distributors are subject to this Policy and Procedure only if they are:
• Paid a fee or commission on any transaction conducted on behalf of Crane;
or
• Are not paid a fee or commission but are considered “High-risk” based upon the below criteria:
a. If the distributor operates in a country with a Corruption Perceptions Index (CPI) score below 60
(click here to review the CPI table and ensure the most recent year is selected CPI Table);
and
b. If the distributor’s end users include foreign governments or state-owned enterprises. The
Business Unit must document the Third Party’s response to whether or not its end users include
foreign governments or state-owned enterprises.
3.3 For purposes of this Policy and Procedure, the term “Third Party” includes sales representatives, sales
consultants and distributors.
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Companies that buy products from Crane for resale to retailers, resellers or direct end users.
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4.3 Bribe
A bribe occurs when one party gives or offers another party, either directly or through a third party, any
reward, advantage or benefit of any kind in order to influence a decision or action by the party, such as to
retain or obtain business.
Bribery occurs in a variety of ways, such as an offer of money, charitable contributions, sponsorship or
anything of value (defined in 4.1). A kickback is a bribe in the form of an offer to return to the decision
maker a portion of the revenue from the awarded business.
Restrictions
Crane Co. personnel shall not authorize, tolerate, encourage or make any bribe, to or for the benefit of
any third party (including any government official as defined in Section 4.2) for the purpose of obtaining
or retaining Company business or gaining a competitive advantage, or securing any other improper
benefit.
Crane Co. personnel are prohibited from authorizing bribes through third parties acting on behalf of
Crane Co.
Restrictions
Crane Co. personnel are prohibited from making facilitation payments.
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Permitted Restrictions
Reasonable and necessary expenses that are Approval from Crane Co. Law Department is
suitable for a business environment are permitted Required for:
up to USD 150/person. • Meals and entertainment that exceed USD
150/person;
• Payments for transportation;
• Payments for lodging; and
• Extraordinary payments.
Written statement from the customer must be
obtained stating that any transportation and/or
lodging expenses paid for by Crane Co. are
permitted by the recipient’s organization, including
compliance with the laws and regulations of the
recipient’s country.
Providing entertainment or hospitality to a U.S.
government official or U.S. government employee
is prohibited without the prior approval of the
Crane Co. Law Department.
Cash payments are never permitted.
4.6 Gifts
No guidelines can clearly define the point at which social courtesies escalate to improper or unethical
payments, so extreme care must be taken when giving gifts. A person’s perception of their intent with a
certain gift is irrelevant.
Permitted Restrictions
• Gifts that are promotional in nature (i.e., Approval from Crane Co. Law Department is
include the Company’s brand, logo) and do Required for:
not exceed a total of USD 150 in a single year • Gifts that are promotional in nature and
to a single individual. exceed a total of USD 150 in a single year to a
• Specimen banknotes. single individual.
• Low-value promotional examples of Crane • All non-promotional gifts, even if customary in
Co. products. the country of gifting
Written statement from the customer must be
obtained stating that any non-promotional gifts are
permitted by the recipient’s organization, including
compliance with his/her country laws and
regulations.
Providing entertainment or hospitality to a U.S.
government official or U.S. government employee
is prohibited without the prior approval of the
Crane Co. Law Department.
Gifts of cash or cash equivalents, regardless of the
amount, are prohibited.
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Restrictions
Charitable contributions are only permitted through the Crane charitable funds.
Restrictions
Political contributions using Crane Co. monies are strictly prohibited.
Before proceeding with any contract or other arrangement with a prospective Third Party Crane Co. personnel must
complete and document appropriate due diligence and take the following steps:
6.2 The Third Party must complete (prior to the initial appointment and at least every two years thereafter):
• RISK ASSESSMENT: Third Party Certification (Attachment C); and
• ANTI-BRIBERY Certification (Attachment D)
The application must be approved at a minimum by the Business Unit President or designee. The Business Unit President
has the authority to delegate this task to the Vice President of Finance, or any Business Unit Leader who is a direct report
to the Business Unit President. No further delegation is permitted.
6.3 Compensation
2. Approval from the Crane Co. Law Department is required for commission rates greater than 10%
and/or compensation caps in excess of USD 400,000.
3. Be certain to comply with all relevant procedures implemented by your business unit with
respect to retaining a third-party salesperson or sales organization.
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B. Distributors not Paid a Fee or Commission but that are Considered High Risk for Purposes of this Policy
2. Approval from the Business Unit President is required if the rebate and/or discount pertains to
an order greater or equal to USD 1 million and results in a Shipment Profit margin less than or
equal to 25%.
3. Be certain to comply with all relevant procedures implemented by your business unit with
respect to retaining a distributor.
C. Payments
Other than in extraordinary circumstances, no payment to any business counterparty or its representative
may be made in cash. All payments must be made to a bank account in such party’s or representative’s
name in the country where the party or representative regularly delivers service for Crane Co. Any exception
to the aforementioned requires specific advance written approval from Crane Co,’s General Counsel, which
will be granted only upon showing of extraordinary justification (such as in combat zones where there is no
banking system), and detailed records must be kept assuring accountability. All payments must comply with
Crane Co.’s financial accounting standards.
6.4 A fully documented justification is required for any additional payments made beyond those required of the
compensation terms in the original agreement. The justification should be in the form of an internal
memorandum that explains the services performed outside the scope of the original agreement that forms the
consideration for the additional payment and must be approved by the Business Unit President.
6.5 As described in the Due Diligence for Third Parties (Attachment A), Crane Co. personnel must investigate the
relevant entities and territories, including:
• Conducting site visits and in-person interviews (to the extent possible);
• Checking references;
• Confirming that the proposed rate of compensation is reasonable based on prevailing industry
standards and commensurate with the party’s experience and services; and
• In appropriate circumstances (for example, when “red flag” situations described below are present),
retaining a service provider (such as a private investigating firm or other independent factfinder) to
obtain additional relevant information.
6.6 A prospective Third Party must be required to comply with this Policy and Procedure, the prospective contract
(or other written arrangement) with Crane Co. and the ANTI-BRIBERY CERTIFICATION (Attachment D). These
requirements must be reviewed with the prospective Third Party, and training provided if necessary, before
finalizing a contract or other arrangement. The Third Party must sign the ANTI-BRIBERY CERTIFICATION
(Attachment D) prior to executing any agreement and at least every 2 years thereafter.
6.7 Crane Co. personnel must compile and retain records of the due diligence activities undertaken with respect to
a Third Party. The original records for each Third Party (Attachments A, B, C and D) with the signed approvals
must be retained in the business unit’s files.
6.8 Before being retained by Crane Co., and every two years thereafter the Third Party must be given a copy of
this Policy and Procedure.
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6.9 In conducting business, Crane Co. personnel need to be aware of and employ special scrutiny in red flag
situations. These situations include, but are not limited to:
If a red flag situation is discovered, Crane Co. personnel must seek guidance from the Crane Co. Law Department
or Designated Local Counsel.
6.10 Agreements must exclude payments to a Third Party when laws or regulations prohibit the payment of
commissions for certain sales. For example, sales commissions are not permitted on most Foreign Military Sales
and certain countries prohibit the payment of commissions on sales to government owned entities.
6.11 All Crane Co. personnel must report any suspected or actual violations (whether or not based on personal
knowledge) of applicable law or regulations and must provide all pertinent information to assist in any internal
investigation of the relevant circumstances. Reports should be made using Crane Co.’s Hotline,
ethics@craneco.com, or by contacting the Crane Co. Law Department.
6.12 Under no circumstances will the act of reporting, in good faith, a possible impropriety serve as a basis for retaliatory
actions against any employee.
• Distribution of this Policy and Procedure, on an annual basis, to all Crane Co. personnel involved in Crane Co.’s
business transactions and related activities;
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• Training sessions for selected Crane Co. personnel regarding this Policy and Procedure; and
• Explanation of this Policy and Procedure to all new Crane Co. personnel who are likely to be involved in Crane
Co.’s business transactions and related activities.
Failure to follow the principles and steps set out in this Policy and Procedure may result in disciplinary action. The disciplines
that may be imposed include but are not limited to: (1) reduction in pay and reprimand; (2) demotion; (3) suspension; and
(4) termination. Business Unit Presidents are also subject to sanction for supervisory failures.
Please note that government regulatory agencies can impose civil and criminal penalties, including fines against individuals
that cannot be reimbursed by the Company as well as jail terms up to ten (10) years.
8.1 Examples of actions or omissions that will subject an employee to discipline include, but are not limited to,
the following:
• Failure to implement the principles and steps set forth in this Policy and Procedure;
• Failure to report a suspected or actual violation of law or a breach of the principles and steps set out in
this Policy and Procedure;
• Failure to make, or falsification of, any certification to Crane Co.;
• Lack of attention or diligence on the part of supervisory personnel that directly or indirectly leads to a
violation of law; or
• Direct or indirect retaliation against an employee who, in good faith, reports an actual or suspected
violation of law or these principles.
8.2 Employee adherence to the principles and steps set out in this Policy and Procedure and Crane Co.’s Code of
Business Conduct and Ethics will be elements of each employee’s annual personnel evaluation and, as such, they
will affect decisions concerning compensation, promotion and retention.
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Attachment A
Due Diligence for Third Parties
Instructions
Business Unit:
The Business Unit is responsible for conducting diligence on the prospective Third Party.
The Business Unit is required to ensure completeness of each item on this list and is required to complete Attachment B
– RISK ASSESSMENT: Third Party Qualifications. A copy of this page with appropriate comments and signature should be
filed and kept in the Third Party’s file.
Third Party:
The Third Party is responsible for completing Attachment C – RISK ASSESSMENT: Third Party Certification and D – ANTI-
BRIBERY CERTIFICATION.
Recommended Procedures
1. Evaluate the territory
Before entering a relationship, consider whether the country has a high incidence of public corruption. News
reports provide some guidance. In addition, Transparency International publishes a periodic ranking of the most
corrupt governments. Caution is due in countries with a reputation for public corruption, or for any country with
a Transparency International corruption perception index score below 60.
Documentation
• A copy of the Transparency International page showing the CPI for the relevant country for the prior year. CPI Link:
CPI Table
• Results of the country research (e.g., news articles on the corruption level in the country, relevant industry).
• Copies of the Third Party’s code of conduct and/or anti-bribery policies, if available.
• Diligence report from a service provider, if warranted.
4. Incorporate compliance with anti-bribery laws into the agreement with the Third Party
Every agreement must include the following safeguard provisions:
1. A representation and warranty that the party will comply with all applicable anti-bribery laws, e.g., will not
make any corrupt payments for the purpose of obtaining or retaining business;
• Attachment D – ANTI-BRIBERY CERTIFICATION should be included in all agreements.
2. A representation and warranty that the party will comply with all local law requirements in
performing the agreement;
3. A provision allowing the Company to terminate the agreement if the party violates the above
commitments;
4. A provision allowing either party to unilaterally terminate the agreement upon 60 day’s written
notice, upon convenience, and for any reason; and
5. A provision allowing the Company to audit the party’s books and records.
6. Ongoing oversight
Concerns about compliance with anti-bribery laws do not end with the completion of an agreement. Remain
well informed of the Third Party’s activities and take steps to address any warning signals that arise during the
relationship. Maintain accurate records of the relationship, particularly with respect to any payments made.
Attachment B
RISK ASSESSMENT: Third Party Qualification
b. Describe the Third Party’s qualifications for the position. By way of example consider providing specific details
about the following: previous relevant experience, business relationships, industry expertise, knowledge of
competitors, established relationship with customers and available resources and other relevant factors.
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e. Are you aware of any reason that the Third Party may not enter this relationship and perform these services?
Yes
No
If yes, explain.
f. Is the Third Party related (by blood, marriage or otherwise) to you or any other officer, director or any
employee of Crane Co.?
Yes
No
If yes, explain.
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g. Conflicts of interest arise when your position with, or responsibilities to, Crane Co. present, directly or
indirectly, an opportunity for personal gain apart from the compensation provided as a result of your
employment with Crane Co. A conflict of interest also exists any time your personal interests or competing
business interests could be perceived to improperly influence how you fulfill your job duties for Crane Co. The
same pertains to your relatives, family members or affiliates.
As a result of retaining the Third Party, does a conflict of interest arise for you or for the Third Party?
Yes
No
If yes, explain
I. Compensation
a. Describe the compensation terms, specifically explaining why the third-party services are required and
whether the compensation is reasonable and customary in the territory.
• If possible, determine the typical compensation form (e.g., retainer or commission) and average
commission rate, discount or rebate in the region for the expected services. Commission arrangements
should be considered both in terms of the rate structure, the likely aggregate payment, discount or
rebate.
• Consider whether there are any local law restrictions on the compensation to be paid or discounts or
rebates offered.
• A higher-than-usual commission rate, discount or rebate might be justifiable based on the party’s skills,
contacts, and experience and, in such circumstances, the factors supporting the higher levels should be
documented.
• A demand for an inordinately high level of compensation, discount or rebate is often a warning signal of
the potential for diversion of funds and, as such, the third party should provide evidence that supports the
need for the higher compensation, discount or rebate before the request is granted. Be wary of unusual
payment arrangements, such as a request to receive payment outside the relevant country or into a third-
party bank account. In addition, a sudden request to increase the rate of payment close to a contract with
a customer should be treated as a warning signal and carefully investigated.
• Do not agree to unusual payment arrangements.
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III. OTHER
a. Provide additional information relevant to the Third Party and the proposed relationship to Crane Co. Include
attachments, if necessary.
Attachment C
RISK ASSESSMENT: Third Party Certification
[TO BE COMPLETED BY THIRD PARTY]
Is the Applicant, any owner, or any employee of the Applicant, or any principal Yes No
officer an elected or appointed official or a former elected or appointed official of
any government department including military, agency or instrumentality?
For each "Yes" answer, provide name of government department, agency, or
instrumentality, position or office held or sought, military rank where applicable,
etc. and termination date:
Do any of the principals of the Applicant’s organization have an ownership interest Yes No
above 5% in any other organization?
If "Yes," identify each such other organization, its address, its business activities, the role
played in it by any principal of the applicant's organization, and any other relationship
between the applicant and such other organization(s):
Has the Applicant, any associated organization, any prior organization, any prior Yes No
associated organization, any present or former principal officer or employee,
been suspended from doing business in any capacity, been charged with any
criminal act, or been the subject of any allegation of fraud,
misrepresentation, bribery, or other related activities?
If the answer is anything other than an unequivocal "no," please provide
complete details (on a separate sheet, if necessary):
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Does the Applicant, any owner, any employee of the Applicant, or any present or Yes No
former principal officer have any family relationships with current members of a
government department, agency or instrumentality, or any official or employee
thereof?
For each "Yes" answer, provide complete details:
Is the Applicant, any owner, any employee of the Applicant, or any present or Yes No
former principal officer an official of any political party or candidate for political
office?
For each "Yes" answer, provide complete details:
Is the Applicant, any owner, any employee of the Applicant, or any principal Yes No
officer employed by, or provide services to, any potential customer of the
product(s) for which you are being retained by Crane to promote?
If "Yes," provide name of customer and positions held and a written approval by
the chief executive officer of the customer, including confirmation that local law
or custom permits such dual activity:
Operations
General Background
Description of Branch offices, if any: Location % of Total Sales
Describe the Applicant’s sales department (headcount, experience, and special qualifications such as,
engineering degrees, etc.):
List previous or current relationships, if any, with Crane Co. or its affiliates:
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Market Information
For which products or services does Applicant wish to represent with Crane?
Estimate the total available market value (in USD) in the territory for the products or services
Estimate the potential sales (in USD), Applicant expects to generate, in the territory for the products or services:
During the first year During the second year During the third year
Provide any other relevant market information, such as competition, barriers to entry.
References
List General References (persons/firms familiar with applicant’s organization):
I understand that this information will be relied upon in determining whether to enter into any contractual
agreement with the applicant, and that any false or misleading information provided by the Applicant would
be grounds for the immediate termination of any such contractual agreement.
Completed By (signature):
Name (printed):
Title:
Date:
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Attachment D
ANTI-BRIBERY CERTIFICATION
[TO BE COMPLETED BY THIRD PARTY
The Business Unit should insert the Third Party’s name]
[Insert Name], which is entering into a business relationship with Crane Co. or its affiliates (hereinafter “Crane Co.”),
hereby, as appropriate, represents warrants, affirms and agrees that:
1. None of the principals, officers or employees of [Insert Name] is a government official, an official of any public
international organization, a political party official, or a candidate for political office.
2. All of the information that [Insert Name] has provided to Crane Co. and its representatives in connection with
Crane Co.’s retention of [Insert Name] was and remains current, accurate and complete.
3. [Insert Name] will obtain written approval from Crane Co. before [Insert Name] hires subagents, and no
subagent will be approved unless that subagent agrees in writing to these same terms and conditions.
4. In connection with its representation and work on behalf of Crane Co., [Insert Name] shall not give, offer or
promise to give, or authorize the giving directly or indirectly through any other person or firm, of any money
or thing of value to any other person or organization, including any official of any government, employee or
official of any public international organization, any political party or official or employee of such party, or any
candidate for political office, for the purpose of inducing or rewarding favorable action or the exercise of
influence by such official, party or candidate in any governmental matter.
5. In connection with its representation and work on behalf of Crane Co., [Insert Name] shall not give, offer or
promise to give, or authorize the giving directly or indirectly to or through any person or firm, of any money
or thing of value to any person or organization as an inducement or reward for the party or representative
doing or forbearing to do any act in relation to the business or affairs of Crane Co. or [Sales Representative],
or for showing or forbearing to show favor or disfavor to any person in relation to the business or affairs of
Crane Co. or [Insert Name].
6. [Insert Name] will provide documents and information to Crane Co., upon request, confirming [Insert Name]’s
compliance with this agreement, and will allow Crane Co. (or its agents) to review [Insert Name]’s books and
records with respect to the work performed on behalf of Crane Co. at any time.
7. If there are any additional owners in, or change in the ownership of, [Insert Name], [Insert Name] shall notify
Crane Co. of the identity of the new owner(s) as soon as possible. Crane Co. may terminate its agreements
with [Insert Name] if Crane Co. disapproves of such new owners. [This clause does not apply to natural
persons. For publicly traded companies, this clause would apply only in the event a new owner or group of
owners should acquire 5% or more of the third party.]
8. This certification is being provided to Crane Co. in connection with Crane Co.’s decision to enter or continue a
business relationship with [Insert Name]. If [Insert Name] violates any of the terms of this agreement, Crane
Co. shall have the option to terminate its contract with [Insert Name], notwithstanding any other provision of
Crane Co.’s contract with [Insert Name] to the contrary. Moreover, [Insert Name] shall forfeit any
commissions owed, or any other payments, to it by Crane Co. upon an admission or finding that [Insert Name]
has failed to comply with any of the terms of this Certification.
Date Signature