WORKING WITH
THIRD PARTIES
POLICY
MARCH 2015
TABLE OF CONTENTS
WORKING WITH THIRD PARTIES .................................................................. 1
INTRODUCTION ........................................................................................... 1
Relations with government officials ........................................................................ 1
WORKING WITH THIRD PARTIES .............................................................. 2
Integrity due diligence reviews ............................................................................... 2
Joint ventures and equity partners ......................................................................... 2
Agents, representatives, consultants and contractors............................................ 3
Suppliers ................................................................................................................ 3
INTEGRITY DUE DILIGENCE GUIDELINES ............................................... 4
Risk factors ............................................................................................................ 4
Formal integrity review ........................................................................................... 7
Information required ............................................................................................... 8
Formalizing the arrangement ................................................................................. 8
Ongoing monitoring................................................................................................ 9
Where to turn for help ............................................................................................ 9
APPENDIX A – THIRD PARTY DUE DILIGENCE QUESTIONNAIRE ...... 10
Definitions ............................................................................................................ 12
1
WORKING WITH THIRD PARTIES
MARCH 2015
INTRODUCTION
This Policy concerns WSP Global Inc. and its subsidiaries (collectively, the
“Company”). This Policy also applies to all employees of the Company,
without exception. This includes the President and Chief Executive Officer,
officers, vice presidents, directors and other managers, all staff employed with
the Company and affiliated companies and members of the board of directors
(hereinafter collectively referred to as the “Employees”).
This document is to be read together with the Company’s Code of Conduct
(the “Code”). It provides further detail to the Company’s policy concerning
Business Integrity, which is outlined in the Code. It is designed to provide
guidance on how to identify and manage bribery and corruption risk relating to
third parties, including foreign officials.
All of the terms in this Policy have the same meaning as defined in the Code.
The Code sets out the Company’s commitment to act with integrity in all our
business activities and to comply with both the letter and the spirit of national
and international laws. It is important to note that we do not pay bribes either
directly or indirectly. The Company is committed to requiring that all joint
venture partners, as well as sponsors, agents, representatives, suppliers and
subcontractors acting on our behalf apply ethical principles that are consistent
with our own.
We make this commitment on ethical grounds and because you and the
Company could be held legally accountable if our business partners are
involved in any malpractice - such as the payment of bribes – when acting on
our behalf.
A typical example of indirect bribery would be a case where a company
employs a commercial agent to help it win a government contract. The agent
is paid by commission based on a percentage of the contract fee and, with or
without the company’s knowledge, part of that commission is passed on to the
government official who awards the contract, in order to influence the
decision. The Company does not tolerate such practices. A high proportion of
violations and prosecutions for violations of anti-corruption law have involved
payments to third parties.
RELATIONS WITH GOVERNMENT OFFICIALS
Most national and international legislation focuses on public officials, though
the UK Bribery Act also covers bribes between private individuals. The
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Company employees must therefore take particular care when involved in any
business relationship or discussion with a government official.
It is important to note that anti-corruption legislation often uses a wide
definition of government officials – those who are not simply traditional
representatives of governments at the federal, state or municipal levels
(appointed or elected). It may also encompass a wide range of civil servants,
as well as employees of state-owned or state-controlled entities. Enforcement
proceedings in the United States, for example, have made it clear that a very
wide definition of foreign official can be used.
The Business Integrity section of the Code sets out the Company’s policies in
relationship with government officials, and the Company’s Gifts,
Entertainment and Hospitality Policy provides additional guidance. This
Working with Third Parties Policy provides guidance establishing and
monitoring third party relationships.
WORKING WITH THIRD PARTIES
The Company requires that all business partners acting on our behalf apply
ethical principles that are consistent with our own. These overall principles
apply to joint venture partnerships and the hiring of agents, consultants, subcontractors and suppliers. All contracts with third parties must establish the
Company’s right to terminate the relationship for violations of our ethical
principles.
INTEGRITY DUE DILIGENCE REVIEWS
The key principle when dealing with our business partners is “trust but verify.”
When establishing new business relationships, we must take into account the
potential partners’ past record and current ethical standing. Equally, we must
ensure the partner is fully aware of the Company’s ethical principles. The
commercial justification for the relationship should be documented.
If the potential partner is new to the Company, we will need to assess whether
to conduct a formal integrity due diligence review. At a minimum, we will need
to use our best efforts in order to establish:
 background and professional history;
 business interests, shareholdings, management positions;
 possible connections to public officials and other political figures;
 business reputation;
 involvement in any controversial issues;
 appearance on international blacklists.
Further guidance on integrity reviews is provided in the section below on
Integrity Due Diligence.
JOINT VENTURES AND EQUITY PARTNERS
The Company will use its influence to promote high standards of ethics in joint
ventures and in companies where we hold equity.
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Where we have majority control, we must ensure that the joint venture
company implements ethical guidelines and procedures that are fully
consistent with the Code and related compliance program policy documents.
AGENTS, REPRESENTATIVES, CONSULTANTS AND CONTRACTORS
Business partners who act on our behalf are subject to the same ethical
requirements as the Company’s employees. In addition to assessing potential
partners’ integrity records, we must ensure that:
 The engagement process is fully documented, with a clear explanation of
the commercial rationale. The final authorization on recruitment must
come from someone other than the person selecting or managing the
Company’s relationship.
 The partner is fully briefed on the Company’s Code, and has made a
commitment in writing to abide by it.
 The agreement clearly defines the scope of work and includes
appropriate clauses addressing integrity issues. On the business partner’s
part, these should include:

a commitment to comply at all times with the Company’s Code, as
well as relevant anti-corruption legislation; and if need be

an obligation to provide the Company with regular, detailed reports on
their activities during the contract period.
 The Company includes:

the right to inspect the agent’s books, records and premises at any
time; and

the right to terminate the agreement with immediate effect following
non-compliant behaviour.
 Fees and commissions must always be appropriate, with justifiable
remuneration for legitimate services rendered.
Once the agreement is signed, we will continue to monitor our relationship
with the business partner in question to ensure that they comply with our
requirements for ethical business conduct at all times.
We expect our representatives to be open and transparent about the fact that
they are working for our Company, subject to the normal principles of
professional confidentiality.
SUPPLIERS
We will ensure that the procurement procedure for appointing suppliers and
service providers is open, fair and transparent. The selection of contractors
will be based on an evaluation of professional merit, and not only on personal
recommendations.
We will communicate these guidelines to our suppliers and service providers,
and expect them to abide by them when working on our behalf. If they breach
those principles, we will reserve the right to terminate the contract.
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INTEGRITY DUE DILIGENCE GUIDELINES
The purpose of conducting an integrity review of potential partners and third
parties is to identify possible legal, reputational and integrity-related risks for
our Company. We may suffer reputational damage or face legal liability if we
are associated with business partners and intermediaries that engage in
unethical or illegal conduct. We therefore need to ensure that our business
relationships are transparent and ethical.
Integrity reviews identify these potential risks by investigating the past history
and current ethical standing of potential partners. These partners and
associations may include:
 joint venture partners;
 sponsors, agents, vendors, resellers, sales, licensing and other
representatives;
 marketing and other consultants;
 service providers, suppliers and distributors; and
 acquisition targets.
Integrity reviews minimize our legal and reputational risks arising from the
Corruption of Foreign Public Officials (CFPOA), US Foreign Corrupt Practices
Act (FCPA) and UK Bribery Act, among other anti-corruption legislation
applicable to our operations. Just as important, they help insulate us from
partnering with companies and individuals that do not operate in the same
ethical manner as we do.
RISK FACTORS
The due diligence required to conduct an integrity review can be carried out at
various levels of detail. The decision on what is required should be based on
an assessment of the risk profile of the engagement, including the following
risk factors:
COUNTRY RISK
When assessing integrity risks, it is useful to begin with the risks in the host
country’s political, economic and business environment:
 Does the country where the transaction takes place have a reputation for
high levels of corruption, for example as expressed in Transparency
International’s Corruption Perception Index?
 What is the likelihood of political instability, including expropriation,
nationalization and cancellation or suspension of operating licenses?
 Is local anti-bribery legislation effective? Are the government, media, local
business community and civil society able to promote transparent
procurement and investment policies?
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TRANSACTION RISK
What is the level of exposure for the Company? How big is the project? How
important is the relationship?
For example, are we concerned with:
 a one-off transaction, which is not likely to be repeated?
 a material investment?
 a joint venture?
 a sponsor or an agent representing our interests?
 a key, long-term supplier relationship?
We need to pay particularly close attention to certain types of transactions
that pose elevated risks, such as transactions involving licenses and permits,
public procurement, acquisitions, high value projects or the involvement of
intermediaries or agents.
RELATIONSHIP RISK
This is typically the most sensitive part of the risk assessment, and the
hardest to evaluate. Questions to ask include:
 Are there any Politically Exposed Persons (PEPs) in the partner
company? PEPs often do business through connected individuals, shell
companies or other legal entities. We therefore need to consider not only
leading individuals within the company (especially ‘the primary
officeholders’) but also their family members and close personal contacts.
 Are there any known police or law enforcement investigations against the
company or against leading individuals associated with the company?
 Are the Company’s Employees aware of any rumors regarding possible
scandals, untoward dealings, or allegations of corruption, impropriety,
fraud or criminal activity?
 Have any government officials recommended that we work with this
company or individual? If so, why? Does the recommendation suggest a
personal connection with our potential partner?
 Are any offshore entities or tax haven jurisdictions involved in the deal?
 Are there any doubts about the ultimate ownership of the company?
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PRELIMINARY, INFORMAL RISK ASSESSMENT PROCEDURES
In light of the risk factors described above, a preliminary risk assessment can
normally be carried out with limited resources at a very early stage, before our
Company decides whether to seek closer engagement or negotiations. It will
typically consist of the following elements:
 A review of the contents of the due diligence questionnaire (as described
below and attached as Appendix A) and checking the listed references;
 A quick internet or press search to identify the profile of the individual or
company, and to form an initial assessment of their reputation and any
red flags (warning signs); and
 A review of any rumours or information in the market place that our
Company staff may have picked up in the course of their work.
DUE DILIGENCE QUESTIONNAIRE
When considering the establishment of a business relationship with any
potential partner or third party, a due diligence questionnaire must be
completed prior to the formalization of the relationship.
See Appendix A for a model due diligence questionnaire for foreign sales
agents. The Company’s Employees should receive approval from the local
Risk and Ethics team prior to delivering the questionnaire to the third party for
completion. This exercise will also be done while taking into account local
authority matrix risk review instructions and procedures.
WEIGHING UP DIFFERENT FACTORS
In practice, the results of the preliminary risk assessment are always a
composite of the assessments of the different fields. Here are two examples:
Example 1: No red flags identified regarding the business partner, but
high risks identified regarding the country (e.g., Kazakhstan), also high
risks regarding the financial amounts involved in the project (e.g., $100 M)
and high risks concerning our exposure (e.g., a joint venture or agent).
Example 2: High risks identified relating to the business partner (e.g., one
of the Board members is a PEP, perhaps a former Minister of Energy),
and medium risks identified regarding the country (e.g., Poland) and the
financial amounts involved in the project (e.g., $20-30 M).
ACTING ON THE FINDINGS
In some cases, the findings of the preliminary risk assessment may provide
the Company with a rational basis to proceed with the proposed transaction,
for example if there are low country and transaction risks, and no obvious
business partner risks.
Alternatively, the Company may decide not to pursue the proposed deal at all
if the transaction risks are high and the preliminary enquiry identifies
significant red flags that cannot be adequately treated or transferred.
However, if the preliminary risk assessment does reveal potential warning
signs and if the project is of sufficient value to the Company to warrant further
investigation, it will then be necessary to conduct a formal integrity review.
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FORMAL INTEGRITY REVIEW
The Company’s Code of Conduct makes clear that “business partners are
expected to abide by ethical principles that are fully compatible with our own.”
Before carrying out a formal integrity review on an individual, for example a
potential sales agent, we will normally outline the Company’s commitment to
integrity, explain why such a review is required according to the company’s
ethical commitment and internal guidelines, and ask for the subject’s written
consent. If the subject refuses to give consent, this is in itself a red flag, and
the Company will normally refrain from further cooperation with them.
We will need to take decisions on whether to seek consent from a corporate
entity on a case-by-case basis. This would be appropriate if we are already in
open negotiations with the company in question. Obviously, it would not be
appropriate in, for example, a hostile takeover bid.
Formal reviews will normally be carried out by an external service provider.
LEVEL 1: PUBLIC RECORDS RESEARCH
Public records research includes identification and analysis of media articles,
corporate filings, court records, the records of central and local government
departments and statutory bodies. Online research may be supplemented by
manual searching (through relevant regional and trade journals, for example).
This type of review may be sufficient if the initial risk assessment identifies no
more than moderate risks (e.g., one-off transaction, low-risk country,
reputable business partner with a long track record or transparent dealings).
At the conclusion of the public records research, the service provider will
provide a detailed analysis and evaluation of its findings. If the report is
inconclusive, and the planned transaction is sufficiently important, we will
need to proceed with a more detailed level of enquiry.
LEVEL 2: SOURCE ENQUIRIES
In addition to the Level 1 investigation, the service provider will also carry out
source enquiries on the ground to build a more robust understanding of the
potential partner’s reputation and previous dealings. This is particularly
important in jurisdictions where available public records are limited and/or
unreliable.
This type of review is appropriate if:
 the potential partner has little or no public profile;
 the potential partner has an acceptable risk profile but is active in a
country with very unreliable public records;
 the preliminary informal risk assessment identified possibly serious
warning signs that cannot be clarified through public record research
alone;
 the potential partner is politically exposed; or
 level 1 research identified certain serious red flags that need further
clarification of a sort that cannot be provided by public record research
alone.
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In the case of material projects or relationships in high-risk jurisdictions, it may
be appropriate to proceed directly to this level of enquiry.
INFORMATION REQUIRED
The standard types of information required in an integrity review include the
following:
COMPANIES
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company and holding structure, further business interests;
ownership including possible hidden shareholders or beneficial owners;
key management and at least a limited review of the supervisory board;
corporate governance and business practices;
reputation;
involvement in controversial issues (scandals, litigation, investigations);
appearance on international blacklists;
any other issue of concern that might surface in the course of
investigations.
INDIVIDUALS
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brief description of background and professional history (career);
business interests, shareholdings, management positions;
political and other connections;
origins of wealth (if applicable);
reputation;
business practices (modus operandi);
involvement in controversial issues (scandals, litigations, investigations);
appearance on international blacklists;
any other issue of concerns that might surface in the course of
investigations.
FORMALIZING THE ARRANGEMENT
After the review process described above has concluded and the decision to
engage a third party has been made with the input of appropriate Company
employees, it is important that we include contractual protections in the
written agreement formalizing the business relationship. These typically
include:
 representations and warranties attesting to compliance with applicable
anti-corruption legislation;
 ongoing, periodic certifications attesting to compliance with applicable
anti-corruption legislation throughout the duration of the relationship;
 audit rights; and
 termination provisions in the event of corruption-related incidents.
Company employees must deliver draft agreements with all third parties to the
Risk and Ethics team and/or the Company’s Chief Risk and Ethics Officer for
their review and sign-off prior to execution.
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ONGOING MONITORING
Periodically, we need to re-evaluate our partners, as their status (in terms of
integrity) might change with time, e.g. a business partner might be
investigated on corruption charges that were not known previously, etc. It
should be made clear to business partners that we reserve the right to do this
at any time. Furthermore, periodic (e.g., annual) certifications from third
parties, particularly agents, verifying compliance with anti-corruption laws
should be considered when initially negotiating agreements.
A reassessment of ongoing business relationships should be carried out on a
yearly basis for high-risk jurisdictions and at least once every three years for
other jurisdictions.
WHERE TO TURN FOR HELP
If in doubt about any aspect of these guidelines, you should contact the local
Risk and Ethics team.
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APPENDIX A – THIRD PARTY DUE DILIGENCE
QUESTIONNAIRE
Name of Third Party
Date Questionnaire
Completed
International anti-bribery and anti-corruption laws and our own Code of Conduct require us to
obtain information from our business partners. Please provide the information requested
below to the best of your knowledge and belief. We ask that someone within your
organization with authority to bind the organization sign this form.
BUSINESS PROFILE AND NATURE OF SERVICES
1.
Organization type (i.e. Private, Public, Partnership,
Charity)
2.
Registered address, incorporation number and date
of incorporation
3.
Main address of operations (if different from above)
4.
When did you commence business?
5.
If listed, which Stock Exchange(s) is your
organization listed on?
6.
Please provide copy of the organization’s annual
report or equivalent and the financial statements for
the last three years.
7.
Immediate and ultimate beneficial ownership (for
listed companies, please list only known interests
over 5%).
8.
Names of directors and senior management.
9.
Please identify any parent organizations and any
subsidiaries or affiliates.
Is 20% or more of your anticipated annual revenue
10. generated from your business with WSP | Parsons
Brinckerhoff?
11. Approximate number of employees.
Please provide details of two business references
12. that we can contact, and of other major organizations
you work for.
13.
Describe briefly the nature of services offered by
your organization as a whole.
Does your organization have the required
14. licences/permits to deliver these services?
Yes ☐
No ☐
Provide details:
Will your organization use subcontractors or other
third parties to perform its agreement(s) with WSP |
15.
Parsons Brinckerhoff?
Yes ☐
No ☐
Provide details:
11
If the answer to the previous question is YES, what
steps do you take to ensure that they will not engage
16.
in bribery or corrupt practices, and are you aware of
them having engaged in any such practices?
ETHICS, COMPLIANCE AND POLITICAL EXPOSURE
Does your organization have policies and a
Yes ☐
No ☐
programme to ensure ethical business practices and Provide details (including a copy of any Code of
prevent bribery and corruption, such as:
Conduct or Anti-Corruption policies/materials):
17.  A code of conduct?
 Ethics and compliance training?
 A “whistleblowing” hotline?
 A compliance officer?
Does any government entity, Public Official or
Relevant Person own an interest in, or exert control
18.
over your organization?
19.
Yes ☐
No ☐
Provide details:
Are any of your organization Principals (as defined
Yes ☐
No ☐
below) a:
Provide details:
 Public Official whose role could involve him / her
in
WSP | Parsons Brinckerhoff business; or

WSP | Parsons Brinckerhoff employee;


A Relevant Person; or
Family member or personal or professional
associate of one of the above?
Are any of your organization Principals (as defined
below) a WSP | Parsons Brinckerhoff employee or a
20.
family member or personal associate of a
WSP | Parsons Brinckerhoff employee?
Yes ☐
No ☐
Provide details:
Does any Public Official or Relevant Person stand to Yes ☐
No ☐
benefit in any way as a result of the proposed
Provide details:
21. agreement with WSP | Parsons Brinckerhoff?
Have your organization or any of your organization
Principals been the subject of investigations,
convictions, debarments and/or professional
22.
suspensions related to, or have otherwise been
involved in, bribery, corruption, fraud, moneylaundering or related offences?
Yes ☐
No ☐
Provide details:
Have your organization or, so far as you are aware, Yes ☐
No ☐
any of its Principals been the subject of a criminal or Provide details:
23. government investigation or proceeding relating to
bribery or corruption?
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Is your organization aware of any current, pending or Yes ☐
No ☐
Provide details:
threatened government or criminal investigation or
24. proceeding against your organization or any of its
Principals relating to bribery or corruption, or of any
circumstances likely to give rise to such an
investigation or proceeding?
SELECTION PROCESS
Has your organization offered any gifts or hospitality Yes ☐
No☐
Provide details:
to WSP, Parsons Brinckerhoff or WSP | Parsons
Brinckerhoff employees / agents or clients (or
25.
potential clients) of WSP | Parsons Brinckerhoff prior
to or during your discussions with WSP | Parsons
Brinckerhoff?
COMPLETED BY
Name
Job title
Signature
Date
DEFINITIONS
“Client” means any person which is the WSP | Parsons Brinckerhoff actual or
intended client, or in relation to whose project or other work WSP | Parsons
Brinckerhoff has engaged, or is contemplating engaging, the Third Party.
“Principal” means:
 any owner, officer or director; or
 any employee or other representative who has authority to make or
influence decisions or recommendations regarding the relationship with
WSP | Parsons Brinckerhoff.
“Public Officials” include the following:
 Officers and employees of any national, regional, local or other
governmental entity, including elected officials;
 Any private person acting temporarily in an official capacity for or on
behalf of any such governmental entity (such as a consultant retained by
a government agency);
 Officers and employees of companies in which a government owns an
interest;
 Candidates for political office at any level;
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 Political parties and their officials; and
 Officers, employees or official representatives of public (quasigovernmental) international organizations, such as the World Bank,
United Nations, International Monetary Fund, etc.
“Relevant Person” means any Client, or any Principal of any Client.