FINAL ASSESSMENT DYNCORP INTERNATIONAL INCcompanies.defenceindex.org/pdf/dyncorp.pdf · Based on...

DYNCORP INTERNATIONAL INC 07/05/14 WWW.DYN-INTL.COM

FINAL ASSESSMENT

DYNCORP INTERNATIONAL INC

The following pages contain the detailed scoring for your company based on

public information.

The following table represents a summary of your scores:

Topic Number of

questions

% score based

on public

information

Leadership, Governance and Organisation 10 75%

Risk Management 5 40%

Company Policy and Codes 12 66.7%

Training 5 60%

Personnel and Helplines 7 64.3%

Total 39 64.1%

TI has found no evidence that the company is involved in offsets and has therefore removed the two

relevant questions (A13a and A13b).


A1:

Does the company publish a statement from the Chief Executive Officer or the Chair of the Board supporting the ethics and anti-corruption agenda of the company?

Score:

1

Comments:

Based on public information, there is evidence that the company publishes a statement from the Chief Executive Officer and the Chairman supporting the ethics and anti-corruption agenda of the company. The company therefore scores 1. To score higher the company would need to provide evidence of at least two other such statements from the last two years, or one statement from the last two years that specifically supports the company strong stance against corruption.

References:

Public:

Code of Ethics and Business Conduct (2012), p.1:

‘Letter from the Chairman and CEO

To: All DynCorp International Employees:

It is my pleasure to provide you with DynCorp International’s Code of Ethics and Business Conduct.

OUR INTENTION

As a service company, our people are our product – that’s why we have built an intentional culture supported by shared values and a focus on developing thoughtful leaders. Through leaders who live and work by our values, we build employee loyalty and enhance productivity, ultimately resulting in satisfied personnel and customers.

OUR CULTURE

Our intentional culture takes root in our Social Contract, a commitment we have made to each other that sets expectations for how we behave and how we treat one another. The first line in our Social Contract reads Do the Right Thing. Quite simply, this is the guiding principle for all that we do at DynCorp International. This Code of Ethics and Business Conduct establishes requirements and direction that translate Doing the Right Thing into action. Everyone is required to operate in a manner consistent with our Code. Compliance with all applicable laws, regulations and best practices is essential. Our


Company’s reputation with the Government and with our stakeholders requires our professional excellence, solid judgment, and uncompromising integrity. Overall, businesses are becoming more and more challenging to manage. New laws, competition, budgetary constraints, technological innovations, business re-engineering, and the increasing globalization of business make our operations even more demanding than in the past.

These increased demands serve to highlight the importance of business ethics. Cutting corners to obtain or retain business is not our way. We don’t take shortcuts, we conduct business properly. We are committed to this Code and have zero tolerance for any violation of its provisions.

The Code is a tool to help you better understand the policies and principles that drive our business. It is your roadmap to help you make the right decisions and to protect and preserve our long-standing business successes.

I ask each of you to read this Code carefully, to affirm its principles, and to adhere to its requirements in all of your professional endeavors. If you have any questions, please contact your supervisor, your Human Resources representative, the Legal Center of Excellence (COE), or the Compliance COE.

Thank you for your service and commitment in sustaining a values based culture where Doing the Right Thing is Always the Right Thing to Do.

Steven F. Gaffney

Chairman and Chief Executive Officer’

http://www.dyn-intl.com/media/coe_bc_brochure.pdf



A2:

Does the company’s Chief Executive Officer or the Chair of the Board demonstrate a strong personal, external facing commitment to the ethics and anti-corruption agenda of the company?

Score:

2

Comments:

Based on public information, there is evidence that the company’s Chief Executive Officer and Chairman demonstrates a personal, external facing commitment to the ethics and anti-corruption agenda of the company. The CEO is a member of the NDIA Ethics Commitee, and he also appeared on the website of GovConExec, making a clear statement about his commitment to promoting the values of the company.

References:

Public:

Chairman and Chief Executive Officer, Steven Gaffney is a member of the NDIA (National Defense Industrial Association) Ethics Committee. The National Defense Industrial Association is an US Defense Industry association promoting National Security.

http://digital.nationaldefensemagazine.org/i/266899/10

GovConExec, 9 December 2013:

‘Steve Gaffney, DynCorp International Chairman, President & CEO, Joins Washington100 as Transformative GovCon Executive…

On a personal level, Gaffney said he has taken a lot away from his efforts to “focus on DynCorp’s culture and promote leadership excellence.”

“We’ve taken a number of steps to improve and enrich our culture, from developing a social contract to creating what we call the ‘DI Star,’ which connects our values and accepted leadership attributes to our company goals,” Gaffney noted.

Gaffney said he’s been identifying ”Why do people come to DynCorp International and what makes them stay? What are the shared values that connect us all? What makes employees and customers loyal?”

“It’s been rewarding to see those changes take root and I am excited to see that positive momentum continue.”’

http://digital.nationaldefensemagazine.org/i/266899/10


http://www.govconexec.com/2013/12/09/steve-gaffney-dyncorp-international-chairman-president-ceo-joins-washington100-as-transformative-govcon-executive/




A3:

Does the company’s Chief Executive Officer demonstrate a strong personal, internal-facing commitment to the ethics and anti-corruption agenda of the company, actively promoting the ethics and anti-corruption agenda at all levels of the company structure?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company’s Chief Executive Officer demonstrates a strong personal, internal-facing commitment to the ethics and anti-corruption agenda of the company, actively promoting the ethics and anti-corruption agenda at all levels of the company structure.

References:

Public:

NA


A4:

Does the company publish a statement of values or principles representing high standards of business conduct, including honesty, trust, transparency, openness, integrity and accountability?

Score:

1

Comments:

Based on public information, there is evidence that the company publishes a statement of values representing high standards of business conduct, including integrity and honesty. The company demonstrates how these values are translated into company policies and codes. The company therefore scores 1. To score higher the company would need to provide evidence of other such values and display that they are explained in detail.

References:

Public:

Company Website:

‘Values, Ethics and Compliance

DYNCORP INTERNATIONAL CORE VALUES

At DynCorp International it is our commitment to conduct business honestly, ethically and in accordance with best practices and the applicable laws of the U.S. and other countries in which we operate. We are guided at all times by the highest standards of integrity, whether dealing with customers, co-workers or others.

Our Business Ethics & Compliance Program is designed to foster a free and open atmosphere that allows and encourages employees to make inquiries, raise questions, express work-related concerns or report business ethics violations or violations of law, regulations, policies or procedures, without fear of retaliation. Our program consists of a robust Code of Ethics and Business Conduct, which connects our behaviors to business practices. It is a handbook for doing the right thing and is an essential tool to help our employees make the right decisions. Every action and decision at DynCorp International is based upon our company values that are at the core of the DI Star:

We Serve – willingly in all locations and conditions.

We Care – for the safety, security, development, and well-being of our employees.

We Empower – our employees to succeed in a culture based on trust, respect, loyalty, and


commitment.

We Perform – with a relentless commitment to exceeding expectations.

We Do the Right Thing – always, for our customers, employees, and those we serve.

Our Code of Ethics and Business Conduct translates these values into action, every day, for everything we do. We train our personnel on a broad range of topics to provide them with the knowledge needed to not only be compliant, but to ensure that they understand their personal responsibility to meet the high standards required of all DynCorp International.’

http://www.dyn-intl.com/about-di/values-code-of-conduct/

DynCorp International: Our Values (video):


Code of Ethics and Business Conduct (2012):

‘DYNCORP INTERNATIONAL’S COMMITMENT AND VALUES

It is our commitment to conduct business honestly, ethically, and in accordance with best

practices and the applicable laws of the U.S. and other countries in which we operate.

We are guided at all times by the highest standards of integrity, whether dealing with

customers, co-workers, or others. By operating each day with this commitment in mind

we can provide a solid return to our shareholders, develop meaningful work for our

employees, and create something of value for our communities.

In order to keep this commitment, we must always be guided by our Values. Our Values

are the foundation of our Company.

The following guidelines govern our daily workplace behavior:

• We adhere scrupulously to the highest standards of honesty, integrity, and fairness when engaged in any activity concerning

DynCorp International and its relationships with customers, suppliers, and the general public.

• We comply with the spirit and letter of all applicable laws and regulations.

• We deliver the highest quality service to our customers.

• We compete vigorously in the marketplace and avoid business dealings that violate antitrust laws, conflict of interest principles or procurement integrity guidelines.

• We offer equal employment opportunities without discrimination, encourage workplace diversity and make employment decisions without regard to race, ethnicity, religion, color, national origin, gender, sex, sexual orientation, gender identity, age, veteran status, marital status, ancestry, genetic information, disability, or any status protected by federal, state, local or host country law. This applies to recruiting, hiring, promotions, transfers, terminations, compensation, administering benefits, training, disciplinary actions, performance assessments, and all other terms and conditions of employment.’




(p.34): ‘Our Social Contract

1 Do the Right Thing – Always.

2 Actively Listen & Communicate with Openness, Honesty, Respect & Clarity.

3 Collaborate with Each Other as Business Partners.

4 Treat One Another With Respect and Fairness.

5 Recognize Contributions of Others.

6 Value Diversity of Thought, Experiences & Opinions.

7 Foster an Environment of Inclusion, Trust & Empowerment.

8 Commit to the Success of Our Teams & Challenge Ourselves to the Highest Levels of Performance.

9 Address Conflict Thoughtfully & Constructively without Personal Attacks or Anger. If we fail, we agree to a “time out” & to ask for forgive-ness prior to getting back on-point.

10 Hold Each Other Accountable for Living Our Values & Abiding by Our Social Contract.’


Interview with Steven Gaffney at Wharton Aerospace Conference, May 2011: Includes a discussion of company values.

http://www.youtube.com/watch?v=xq5mE6XULcw


http://www.youtube.com/watch?v=xq5mE6XULcw


A5:

Does the company belong to one or more national or international initiatives that promote anti-corruption or business ethics with a significant focus on anti-corruption?

Score:

2

Comments:

Based on public information, there is evidence that the company is a member of the Defense Industry Initiative on Business Ethics and Conduct (DII).

References:

Public:

Company Website:

http://www.dyn-intl.com/about-di/corporate-membership/

http://www.dyn-intl.com/about-di/corporate-membership/


A6:

Has the company appointed a Board committee or individual Board member with overall corporate responsibility for its ethics and anti-corruption agenda?

Score:

2

Comments:

Based on public information, there is evidence that the company has appointed the Business Ethics and Compliance Committee with overall corporate responsibility for its ethics and anti-corruption agenda. The Committee’s duties and responsibilities are clearly outlined in the Committee Charter, which is publicly available.

References:

Public:

Corporate Governance Guidelines (March 2012), pp.4-5:

‘The Board currently has established three standing committees: Audit, Business Ethics and Compliance, and Compensation. There may be occasions when the Board will wish to form a new standing or ad hoc committee, or disband a current committee, depending upon the circumstances. The Board must have an Audit Committee at all times.

The Audit Committee is responsible for monitoring and overseeing (i) the integrity of the financial statements, (ii) compliance with financial, legal and regulatory requirements, (iii) qualifications and independence of the Company's internal and independent auditors, (iv) performance of the internal audit function and the independent auditors, (v) ethics program with respect to financial integrity and fraud, (vi) the Company’s Enterprise Risk Management process, and (vii) preparation of reports required to be included in the Company's public disclosures, as required by law or otherwise. The Audit Committee is responsible for monitoring these activities only, and direct responsibility for these activities lies with management. All members of the Audit Committee must be financially literate, in the business judgment of the Board, or must become financially literate within a reasonable period of time after his or her appointment to the Audit Committee.

The Business Ethics and Compliance Committee is responsible for (i) overseeing and monitoring the Company’s conformance with good business practices, public image and Government and industry standards and (ii) oversee the ethics and compliance program, including the compliance with the Company’s Code of Ethics and Business Conduct…


… The Board shall approve committee assignments, including committee chairmanships. In so doing, the Board shall consider the desires of individual directors in consultation with the Chairman and the CEO. The Board, in its discretion, may periodically rotate committee membership.

Such rotation is not required, however, since there may be reasons to maintain an individual director's committee membership for a longer period. Committee chairmen, in consultation with committee members, shall determine the frequency of meetings of their respective committees, and, in consultation with management, shall set meeting times and develop committee agendas.

Any director may attend and participate in discussions of any Board committee, although formal committee action shall only be through the vote of appointed committee members. Each of the committees will have its own charter which will be approved by the full Board. The charter will, among other things, set forth the purposes and duties of the committee and provide for an annual performance evaluation of the committee.

Committees of the Board shall have access to special legal counsel, accountants, compensation consultants, investment bankers, or other independent consultants (at the Company's expense), whose expertise is deemed essential to carrying out the committees' respective missions.’

http://ir.dyn-intl.com/corporate-governance.cfm

Business Ethics and Compliance Committee Charter (March 2012), pp.1-3:

‘I. PURPOSE

The purpose of the Business Ethics and Compliance Committee (“Committee”) of the Board of Directors (“Board”) of DynCorp International Inc. (“Company”) shall be to (i) oversee and monitor the Company’s conformance with good business practices, public image and Government and industry standards and (ii) oversee the ethics and compliance program, including the compliance with the Company’s Code of Ethics and Business Conduct. The Committee shall also discharge such other responsibilities relating to compliance oversight as the Board may, from time to time, assign to the Committee.

The Committee’s responsibility shall not include oversight of the Company’s Enterprise Risk Management process or compliance with securities laws and regulations, including accounting, financial reporting and public disclosure requirements, which shall be the responsibility of the Company’s Audit Committee.

II. COMPOSITION OF THE COMMITTEE

The Committee shall be a standing committee of the Board and consist of two or more members of the Board, as determined and appointed by the Board. Each member of the Committee shall be appointed by the Board and shall serve until his or her successor is duly elected and qualified, unless such member shall sooner resign or be removed, with or without cause, by the Board. The chairperson of the Committee shall be designated by the Board, provided that if the Board does not designate a chairperson, the members of the Committee, by a majority vote, may designate a chairperson.



III. DUTIES AND RESPONSIBILITIES

Except as specifically provided herein or otherwise authorized by the Board, the Committee is limited to formalizing recommendations and submitting them to the Board for approval. In this context, the Committee is authorized to:

1. Compliance Functions

a) The Committee shall review and make recommendations to the Board addressing the Company’s compliance practices generally, and specifically oversee and monitor the Company’s conformance with good business practices, public image and Government and industry standards. b) The Committee shall meet regularly with management of the Company to assess the Company’s compliance policies and procedures. Without limiting the generality of the foregoing, the Committee shall confer regularly with the officer designated as the Company’s General Counsel and Chief Compliance Officer regarding the Company’s compliance policies and procedures, and any specific material compliance issues. It is the intention of the Board and the Committee that such consultations with the Company’s General Counsel be deemed to constitute communications for the purpose of obtaining legal advice and are therefore privileged attorney-client communications.

c) Periodically review the Company's ethics and compliance policies, procedures and programs as established and administered by the General Counsel and Chief Compliance Officer.

d) Receive and review periodic reports from the General Counsel and Chief Compliance Officer summarizing the receipt, retention and treatment of complaints received by the Company on its “hotline” regarding any matter (other than accounting, internal accounting controls or auditing matters) or submission by the employees of concerns regarding questionable practices (other than any accounting or auditing matters). The Committee shall establish procedures for the referral to the Audit Committee of any complaint regarding accounting, internal accounting controls or auditing matters received by the Committee or submission by employees of concerns regarding questionable accounting, fraud or auditing matters to the Committee.

e) Periodically review with the General Counsel the status of all pending litigation and open regulatory issues. f) No less than annually, the Committee shall review and approve the Code of Ethics and Business Conduct (“Code”), and shall oversee implementation by management of procedures intended to ensure compliance with such Code. The Committee shall ensure that such Code is publicly available and shall consider any requests for waivers benefiting Company officers from such Code. The Company shall make disclosure of such waivers as required by applicable law and listing rules. The Committee also shall review on an annual basis a report from management regarding any other waivers from the Company’s Code of Conduct granted to the Company’s other employees.

g) Review compliance by the Board of the Company’s Code of Ethics and Business Conduct which is applicable to members of the Board of Directors, when they are representing or acting for the Company and its subsidiaries.

h) No less than annually, review the Company's Corporate Governance Guidelines and recommend revisions as necessary to ensure compliance with federal law and regulations.


i) Review and recommend to the Board, as appropriate, action with respect to transactions with the Company and a Related Person, as defined in applicable regulations of Related Party Transactions.

2. Committee Authority

a) The Committee shall have the resources and authority necessary and appropriate to the prudent conduct of its assigned responsibilities. The Committee shall be authorized and empowered to retain, at the Company’s expense, special legal or other advisors and to incur such other expenses as the Committee, in its sole discretion, determines to be necessary, appropriate or advisable in carrying out its duties. The Committee also may request any officer or employee of the Company or the Company’s outside counsel to meet with any members of, or advisors to, the Committee.

b) The Committee shall review and recommend to the Board the adequacy of its charter and proposed changes annually or as otherwise needed.

c) The Committee will conduct an annual self-appraisal of its performance with respect to this Charter.

d) While the Committee has the responsibilities and powers set forth in this Charter, the Committee and the Board must rely on the expertise and knowledge of management, the Company’s General Counsel, Disclosure and Compliance Committee, Chief Compliance Officer and Risk Management Department. Accordingly, it is the responsibility of management of the Company to ensure compliance with applicable laws, rules and regulations. The Committee may initiate such compliance investigations as it deems appropriate, but it is not the Committee’s responsibility to conduct compliance audits in the ordinary course of the Company’s business.

IV. MEETINGS

The Committee will meet as often as necessary to carry out its responsibilities, but shall meet at least three times a year. Meetings may be called by the Chairman of the Committee, the Chief Executive Officer, General Counsel or the Chief Compliance Officer of the Company. All meetings of the Committee shall include the General Counsel (or someone designated by the General Counsel to participate in the meeting). All meetings of the Committee shall be held pursuant to the Bylaws of the Company with regard to notice and waiver thereof, and written minutes of each meeting shall be duly filed in the Company records. A majority of the Committee shall constitute a quorum for the transaction of business, and the action of a majority of those present at a meeting shall constitute the act of the Committee. Reports of meetings of the Committee shall be made to the Board of Directors at its next regularly scheduled meeting following the Committee meeting accompanied by any recommendations to the Board of Directors approved by the Committee.’




A7:

Has the company appointed a person at a senior level within the company to have responsibility for implementing the company’s ethics and anti-corruption agenda, and who has a direct reporting line to the Board?

Score:

2

Comments:

Based on public information, there is evidence that the company has appointed the Chief Compliance Officer with responsibility for implementing the company’s ethics and anti-corruption agenda, and who has a direct reporting line to the Board. This individual is identified as Joe Kale.

References:

Public:


‘III. DUTIES AND RESPONSIBILITIES


1. Compliance Functions…


… d) While the Committee has the responsibilities and powers set forth in this Charter, the Committee and the Board must rely on the expertise and knowledge of management, the Company’s General Counsel, Disclosure and Compliance Committee, Chief Compliance Officer and Risk Management Department. Accordingly, it is the responsibility of management of the Company to ensure compliance with applicable laws, rules and regulations. The Committee may initiate such compliance investigations as it deems appropriate, but it is not the Committee’s responsibility to conduct compliance audits in the ordinary course of the Company’s business.’





‘Letter from Chief Compliance Officer


A company is the sum of its people, and I believe we are all fortunate to be part of this one. With 25,000 employees and teammates in more than 35 countries – we do important work, we share key values, and we sign the Code as a commitment to do the right thing. Every action and decision at DynCorp International is based upon our company values that are at the core of the DI Star: We Serve, We Care, We Empower, We Perform, We Do the Right Thing. Our Code of Ethics and Business Conduct translates these values into action, everyday, for everything we do. It is a handbook for doing the right thing and an essential tool to help you make the right decisions. Each year, every DI employee completes a training session and agrees to follow the Code. It helps us make well-informed and consistent decisions, worldwide.

Each of us represents this company, and we are connected through our actions and by the decisions we make each day. Let the Code be your guide. If you have a question regarding business ethics and compliance, please contact me or any member of our team. We are here for you.

Joe Kale

Sr. Vice President / Chief Compliance Officer’




A8:

Is there regular Board level monitoring and review of the performance of the company’s ethics and anti-corruption agenda?

Score:

2

Comments:

Based on public information, there is evidence of periodic Board level monitoring and review of the performance of the company’s ethics and anti-corruption agenda. In particular the Code of Ethics and Business Conduct is reviewed at least annually.

References:

Public:


‘I. PURPOSE




The Committee shall be a standing committee of the Board and consist of two or more members of the Board, as determined and appointed by the Board. Each member of the Committee shall be appointed by the Board and shall serve until his or her successor is duly elected and qualified, unless such member shall sooner resign or be removed, with or without cause, by the Board. The chairperson of the Committee shall be designated by the Board, provided that if the Board does not designate a chairperson, the members of the Committee, by a majority vote, may designate a chairperson.










h) No less than annually, review the Company's Corporate Governance Guidelines and


recommend revisions as necessary to ensure compliance with federal law and regulations. i) Review and recommend to the Board, as appropriate, action with respect to transactions with the Company and a Related Person, as defined in applicable regulations of Related Party Transactions.





d) While the Committee has the responsibilities and powers set forth in this Charter, the Committee and the Board must rely on the expertise and knowledge of management, the Company’s General Counsel, Disclosure and Compliance Committee, Chief Compliance Officer and Risk Management Department. Accordingly, it is the responsibility of management of the Company to ensure compliance with applicable laws, rules and regulations. The Committee may initiate such compliance investigations as it deems appropriate, but it is not the Committee’s responsibility to conduct compliance audits in the ordinary course of the Company’s business.’




A8(a):

Is there a formal, clear, written plan in place on which the review of the ethics and anti-corruption agenda by the Board or senior management is based, and evidence of improvement plans being implemented when issues are identified?

Score:

1

Comments:

Based on public information, there is limited evidence of a written plan that guides the review of the company’s ethics and anti-corruption agenda. As part of its responsibilities the Business Ethics and Compliance Committee reviews the company’s policies and procedures, makes recommendations addressing the company’s compliance practices generally, and reviews complaints received by the company. The company therefore scores 1.

References:

Public:


‘I. PURPOSE




The Committee shall be a standing committee of the Board and consist of two or more members of the Board, as determined and appointed by the Board. Each member of the Committee shall be appointed by the Board and shall serve until his or her successor is duly


elected and qualified, unless such member shall sooner resign or be removed, with or without cause, by the Board. The chairperson of the Committee shall be designated by the Board, provided that if the Board does not designate a chairperson, the members of the Committee, by a majority vote, may designate a chairperson.










h) No less than annually, review the Company's Corporate Governance Guidelines and recommend revisions as necessary to ensure compliance with federal law and regulations. i) Review and recommend to the Board, as appropriate, action with respect to transactions with the Company and a Related Person, as defined in applicable regulations of Related Party Transactions.





d) While the Committee has the responsibilities and powers set forth in this Charter, the Committee and the Board must rely on the expertise and knowledge of management, the Company’s General Counsel, Disclosure and Compliance Committee, Chief Compliance Officer and Risk Management Department. Accordingly, it is the responsibility of management of the Company to ensure compliance with applicable laws, rules and regulations. The Committee may initiate such compliance investigations as it deems appropriate, but it is not the Committee’s responsibility to conduct compliance audits in the ordinary course of the Company’s business.’




A9:

Does the company have a formal process for review and where appropriate update its policies and practices in response to actual or alleged instances of corruption?

Score:

2

Comments:

Based on public information, there is evidence that the company has a formal process for review and where appropriate updates its policies and practices in response to actual or alleged instances of corruption.

References:

Public:

Business Ethics and Compliance Committee Charter (March 2012):


Law360, 29 March 2013:

‘DOJ Drops FCPA Probe Into DynCorp

The U.S. Department of Justice has ended a three-year investigation and decided not to prosecute private equity-owned DynCorp International Inc.'s parent company for allegedly bribing foreign officials, the defense contractor said in a regulatory filing Wednesday.

DynCorp revealed the government investigation in November 2009, which was prompted after the company voluntarily disclosed its own investigation into payments made on DynCorp's behalf by two subcontractors to grease the wheels on visa and license processing from a foreign government, in possible violation of the Foreign Corrupt Practices Act.

"On Feb. 5, 2013, the U.S. Department of Justice notified us that their inquiry regarding this matter has been closed based upon a number of factors, including, but not limited to, the voluntary disclosure by the company, the thorough investigation undertaken by the company, and the steps taken to enhance the company’s anti-corruption compliance program," Delta Tucker Holdings Inc., DynCorp's parent company, said in a 10-K filing with the U.S. Securities and Exchange Commission.

DynCorp said in November 2009 regulatory filings that up to $300,000 in payments were made to subcontractors “in connection with servicing a single existing task order” that the



company had with an unnamed U.S. government agency.

The company retained outside counsel to investigate the payments, disclosed the investigation to the DOJ and the SEC, and revamped its internal compliance policies and procedures, it said…’

http://www.law360.com/articles/428520/doj-drops-fcpa-probe-into-dyncorp

http://www.law360.com/articles/428520/doj-drops-fcpa-probe-into-dyncorp


A9(a):

Does the company have a formal anti-corruption risk assessment procedure implemented enterprise-wide?

Score:

0

Comments:

Based on public information, there is some evidence that the company has an Enterprise Risk Management (ERM) process implemented enterprise-wide. However, it is unclear if this process includes a formal anti-corruption risk assessment, as limited information is provided about the ERM process.

References:

Public:

TI notes:

Audit Committee Charter (March 2014), pp.1-3:

‘I. PURPOSE

The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of DynCorp International Inc. (the “Company”) shall be to: (a) provide B o a r d oversight and review of the Company’s accounting and financial functions and its financial reporting process in consultation with the Company’s independent and internal auditors relating to (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the qualifications and independence of the Company’s independent and internal auditors, and (iv) the performance of the internal audit function and independent auditors; (b) provide oversight of the Company’s compliance with securities laws and regulations, including accounting, financial reporting and public disclosure requirements; and (c) assist the Board in monitoring the Company’s Enterprise Risk Management process and key risks. Except when such powers are by statute or regulation reserved to the Board, the Committee shall possess and may exercise the powers of the Board relating to all accounting and auditing matters for the Company.

… III. DUTIES AND RESPONSIBILITIES



… 2. Internal Audit and Financial, Operational and Compliance Risks

a) Review the qualifications of the Company’s lead internal auditor, the scope of the internal audit work plan for each year, and the Internal Audit Department’s budget and staffing;

b) Review the procedures and operations of the internal audit department and its activities and recommend improvements as appropriate;

c) Review the Company’s policies and practices with respect to assessing the Company’s financial, operational, compliance and fraud risks, and the steps that have been taken to monitor and control such exposures;

d) Provide oversight for the Company’s Enterprise Risk Management process, and discuss with management key financial, operational and compliance risk exposures and the steps management has taken to monitor and mitigate such exposures;’




A10:

Does the company have a formal anti-corruption risk assessment procedure for assessing proposed business decisions, with clear requirements on the circumstances under which such a procedure should be applied?

Score:

0

Comments:

Based on public information, there is some evidence that the company has an Enterprise Risk Management (ERM) process implemented enterprise-wide. However, it is unclear if this process includes a formal anti-corruption risk assessment, as limited information is provided about the ERM process.

References:

Public:

TI notes:

Audit Committee Charter (March 2014), pp.1-3:

‘I. PURPOSE

The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of DynCorp International Inc. (the “Company”) shall be to: (a) provide B o a r d oversight and review of the Company’s accounting and financial functions and its financial reporting process in consultation with the Company’s independent and internal auditors relating to (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the qualifications and independence of the Company’s independent and internal auditors, and (iv) the performance of the internal audit function and independent auditors; (b) provide oversight of the Company’s compliance with securities laws and regulations, including accounting, financial reporting and public disclosure requirements; and (c) assist the Board in monitoring the Company’s Enterprise Risk Management process and key risks. Except when such powers are by statute or regulation reserved to the Board, the Committee shall possess and may exercise the powers of the Board relating to all accounting and auditing matters for the Company.

… III. DUTIES AND RESPONSIBILITIES

Except as specifically provided herein or otherwise authorized by the Board, the Committee is limited to formalizing recommendations and submitting them to the Board for approval.


In this context, the Committee is authorized to:

… 2. Internal Audit and Financial, Operational and Compliance Risks

a) Review the qualifications of the Company’s lead internal auditor, the scope of the internal audit work plan for each year, and the Internal Audit Department’s budget and staffing;

b) Review the procedures and operations of the internal audit department and its activities and recommend improvements as appropriate;

c) Review the Company’s policies and practices with respect to assessing the Company’s financial, operational, compliance and fraud risks, and the steps that have been taken to monitor and control such exposures;

d) Provide oversight for the Company’s Enterprise Risk Management process, and discuss with management key financial, operational and compliance risk exposures and the steps management has taken to monitor and mitigate such exposures;’



‘In accordance with applicable Company policy and procedures, FCPA due diligence by the Contracts COE and Legal COE is required for all agreements concerning work performed outside of the United States prior to execution. Any person who violates this standard or fails to report violations of this standard shall be subject to disciplinary action, up to and including termination of employment.’





A11:

Does the company conduct due diligence that minimises corruption risk when selecting or reappointing its agents?

Score:

1

Comments:

Based on public information, there is evidence that the company conducts due diligence that minimises corruption risk when selecting or reappointing its agents. However, it is not clear that the company refreshes the due diligence at least every 3 years or when there is a significant change in the business relationship. The company therefore scores 1.

References:

Public:


‘RETAIN CONSULTANTS AND OTHER PARTIES PROPERLY

DI has established specific procedures to ensure that we engage consultants and other third parties who meet our high ethical standards. These procedures affirm that the engagement complies with all governing laws. We only engage consultants and other third parties after fully satisfying all applicable Company policies and procedures.

You may not retain a consultant, representative, or other third-party to conduct business in a manner that is contrary to DI’s policies or procedures, or that would circumvent our values and principles. For example, you must not retain consultants, representatives, or other third parties for the purpose of paying bribes or kickbacks, engaging in industrial espionage, obtaining the proprietary data of third parties without authority, or improperly gaining inside information or influence.

Employees are responsible for seeking advice from the Legal COE prior to engaging an international or domestic consultant. Consultants and representatives must certify their willingness to comply with this Code, DI’s policies and procedures, and all applicable laws and regulations.

HOW WOULD YOU RESPOND?

QUESTION: You plan to enter into a contract to retain an agent to act for DI in a country in which we plan to pursue several new contracts. We are not currently operating in the country. You have carefully screened candidates and selected a potential agent based on


strong recommendations you received from several trusted people operating in the country. Is your due diligence complete?

ANSWER: No. There is a formal and robust due diligence process that must be followed. In addition, Company policy requires that the potential agent review and agree to comply with the provisions of this Code, the relevant Company policies, and specific contractual provisions. You must follow the Contracts COE’s due diligence process and the Legal COE’s Foreign Corrupt Practices Act (“FCPA”) due diligence process to ensure that the retention of this agent will not harm DI’s reputation or business standing, violate the FCPA, or trigger the anti-bribery provisions of the country in which the agent will operate. You must consult DI Policy No. 5.2 for the steps necessary to initiate the appropriate due diligence with the Legal COE under the FCPA. Please raise any questions regarding this policy or any other steps necessary to retain a foreign agent with the Legal COE prior to engaging any agent.’




A12:

Does the company have contractual rights and processes for the behaviour, monitoring, control, and audit of agents with respect to countering corruption?

Score:

1

Comments:

Based on public information, there is evidence that the company has contractual rights and processes for the behaviour of agents with respect to countering corruption. However, there is no evidence of agents being monitored. The company therefore scores 1.

References:

Public:


‘RETAIN CONSULTANTS AND OTHER PARTIES PROPERLY

…HOW WOULD YOU RESPOND?

QUESTION: You plan to enter into a contract to retain an agent to act for DI in a country in which we plan to pursue several new contracts. We are not currently operating in the country. You have carefully screened candidates and selected a potential agent based on strong recommendations you received from several trusted people operating in the country. Is your due diligence complete?

ANSWER: No. There is a formal and robust due diligence process that must be followed. In addition, Company policy requires that the potential agent review and agree to comply with the provisions of this Code, the relevant Company policies, and specific contractual provisions. You must follow the Contracts COE’s due diligence process and the Legal COE’s Foreign Corrupt Practices Act (“FCPA”) due diligence process to ensure that the retention of this agent will not harm DI’s reputation or business standing, violate the FCPA, or trigger the anti-bribery provisions of the country in which the agent will operate. You must consult DI Policy No. 5.2 for the steps necessary to initiate the appropriate due diligence with the Legal COE under the FCPA. Please raise any questions regarding this policy or any other steps necessary to retain a foreign agent with the Legal COE prior to engaging any agent.’




A13:

Does the company make clear to contractors, sub-contractors, and suppliers, through policy and contractual terms, its stance on bribery and corruption and the consequences of breaches to this stance?

Score:

2

Comments:

Based on public information, there is evidence that the company makes clear to contractors, sub-contractors, and suppliers, through policy and contractual terms, its stance on bribery and corruption and the consequences of breaches to this stance.

References:

Public:

Company Website:

‘Supplier Information

SUPPLIER CODE OF ETHICS AND BUSINESS CONDUCT

To view the DI Supplier Code of Ethics and Business Conduct, download the brochure. Supplier Code of Ethics and Business Conduct

It is DynCorp International’s commitment to conduct business honestly, ethically, and in accordance with best practices and the applicable laws of the United States and other countries in which we operate. Our employees are required to adhere to the highest standards of honesty, integrity, and fairness and we expect the same from all of our Suppliers. We are a values based organization committed to the highest standards of ethical conduct in all of our business dealings.

At DynCorp International, also referenced as DI, every employee including members of the Board of Directors are required to read and acknowledge their concurrence with our Code of Ethics and Business Conduct on an annual basis. Similarly, we also require all Suppliers (Contractors, Sub-Contractors, Vendors, Consultants, Agents, Intermediaries and other Business Affiliates) to comply with all applicable laws and to this DI Supplier Code of Ethics and Business Conduct.’

http://www.dyn-intl.com/about-di/supplier-information/

Supplier Code of Ethics and Business Conduct (2013), p.1:

http://www.dyn-intl.com/about-di/supplier-information/


‘Supplier Code of Ethics and Business Conduct

It is DynCorp International’s commitment to conduct business honestly, ethically, and in accordance with best practices and the applicable laws of the United States and other countries in which we operate. Our employees are required to adhere to the highest standards of honesty, integrity, and fairness and we expect the same from all of our Suppliers. We are a values based organization committed to the highest standards of ethical conduct in all of our business dealings.

At DynCorp International, also referenced as DI, every employee including members of the Board of Directors are required to read and acknowledge their concurrence with our Code of Ethics and Business Conduct on an annual basis. Similarly, we also require all Suppliers (Contractors, Sub-Contractors, Vendors, Consultants, Agents, Intermediaries and other Business Affiliates) to comply with all applicable laws and to this DI Supplier Code of Ethics and Business Conduct.

At DI, we realize that “doing the right thing, is always the right thing to do”. We are committed to conducting business consistent with our core values which are highlighted in the five points of the DI Star: We Serve, We Care, We Empower, We Perform, and We do the Right Thing.’

(pp.6-7): ‘ENFORCEMENT

As a services company, our people and reputation are our product. We are proud of our intentional culture based on our shared values, We Serve, We Care, We Empower, We perform, and We do the Right Thing. Our employees, as well as our Suppliers, must also possess the highest ethical standards.

We are exceptionally proud of our robust Ethics and Compliance organization. We have an exceptionally trained staff dedicated to ensuring we are doing the right thing. We thoroughly, independently, and objectively investigate all allegations of suspected wrongdoing. We have developed a customized world class training curriculum designed to each every Compliance Officer and Human Resources business partner how to conduct a confidential, fair, and impartial Compliance investigation. There may be occasion where the Supplier may be requested to reasonably participate in a Compliance investigation. DI has a zero tolerance policy with retaliation against any individual reporting a suspected wrongdoing in good faith.

In order for us to continue to be successful, it is imperative that our Suppliers share our values and comply with all applicable laws, regulations, and this Supplier Code of Ethics & Business Conduct. By signing the attached acknowledgement form, you are agreeing to abide by this Supplier Code of Ethics and Business Conduct. Violation of this code or refusal to sign and return the acknowledgement form may result in your disqualification from business, and/or future business, with DI and its affiliates.’

(p.8): ‘DI Supplier Code of Ethics and Business Conduct

Acknowledgement

Acknowledge receipt and understanding of DynCorp International’s Supplier Code of Ethics and Business Conduct through the online Supplier Portal under the section titled, “Reps & Certs”. Please complete the form, sign it and give it immediately to the DI Supplier


Representative.’

http://www.dyn-intl.com/media/DI_Supplier-Code-of-Ethics.pdf

http://www.dyn-intl.com/media/DI_Supplier-Code-of-Ethics.pdf


A13(a):

Does the company explicitly address the corruption risks associated with offset contracting?

Score:

NA

Comments:

Based on public information, there is no readily available evidence that the company engages in offset contracting.

References:

NA


A13(b):

Does the company conduct due diligence that minimises corruption risk when selecting its offset partners and offset brokers?

Score:

NA

Comments:

Based on public information, there is no readily available evidence that the company engages in offset contracting.

References:

NA


A15:

Does the company have an anti-corruption policy that prohibits corruption in its various forms?

Score:

2

Comments:

Based on public information, there is evidence that the company has an anti-corruption policy that prohibits corruption in its various forms.

References:

Public:

Code of Ethics and Business Conduct (2012), pp.15-16:

‘CONDUCT BUSINESS ETHICALLY OUTSIDE THE UNITED STATES

DI operates around the world and our commitment to ethical conduct governs all of our work locations. We have no tolerance for violations of any of the laws of the countries in which we do business. We hold our employees worldwide to the highest standards of ethical behavior.

Unless prohibited by U.S. law, you are responsible for complying with the national and local laws of the countries in which we operate. In the case of a conflict with U.S. law, you must obtain direction from the Legal COE. In particular, you must pay special attention to the following laws:

ANTI-CORRUPTION

Employees must strictly comply with the anti-corruption laws that govern our operations in the countries in which we do business. Such laws include the U.S. Foreign Corrupt Practices Act (“FCPA”) and similar laws enacted by other countries. Generally, these laws prohibit bribery, directly or indirectly, of foreign government officials, political parties, or candidates to obtain some improper business advantage. More specifically, they prohibit you, directly or indirectly, from corruptly giving, offering, or promising anything of value to foreign officials or foreign political parties, officials, or candidates, for the purpose of influencing them to misuse their official capacity to obtain, keep, or direct business or to gain any improper advantage. In addition, to prevent concealment of bribery, the FCPA prohibits knowingly falsifying a company’s books and records or knowingly circumventing or failing to implement adequate internal accounting controls. Violations of the FCPA may subject you


and/or DI to criminal and/or civil sanctions. Host nation laws may also pose similar liability.

In accordance with applicable Company policy and procedures, FCPA due diligence by the Contracts COE and Legal COE is required for all agreements concerning work performed outside of the United States prior to execution. Any person who violates this standard or fails to report violations of this standard shall be subject to disciplinary action, up to and including termination of employment. You should raise any questions concerning compliance with the FCPA and other anticorruption laws to the Legal COE.’

(pp.21-22): ‘GIFTS, ENTERTAINMENT AND GRATUITIES FOR U.S. GOVERNMENT EMPLOYEES

Never give or offer any money, gift, gratuity, favor, entertainment, loan or any other item of value to a U.S. Government employee. This prohibition applies to all U.S. Government employees, as well as to employees of U.S. state and local governments. Pay particular attention to this prohibition when dealing with any Government employee with whom the Company is seeking to obtain, or is actively doing business. In addition, do not accept gifts or gratuities from Government employees.

U.S. Government regulations generally prohibit U.S. Government employees from receiving gifts and benefits, including entertainment, transportation, meals and tickets to sporting or other events. When meals are available at a meeting with Government employees, either a “fair share” box must be made available or the responsible manager must confirm that it is appropriate to charge the meal to a contract. Even in those limited circumstances in which U.S. Government regulations permit acceptance of such gifts and benefits, DI’s policy is that neither its employees nor members of their immediate families may offer or give anything of value to U.S. Government employees.

GIFTS, ENTERTAINMENT, GRATUITIES AND DISCOUNTS FROM NON-GOVERNMENT /BUSINESS CONTACTS

Never accept gifts from anyone with a company that does or might do business with DI. Employees may accept advertising gifts, token gifts of appreciation or meals and tickets. from non-U.S. Government business contacts, if they are of reasonable value and if declining to accept them would embarrass the offering party. Accept business meals only if they are of reasonable cost. Do not claim or accept reimbursement for meals provided by others. On accepting a gift, an employee should immediately discuss the matter with his/her supervisor to avoid any impropriety or appearance of impropriety.

NO KICKBACKS

Do not offer, pay, solicit, or accept, directly or indirectly, any fee, commission, compensation, gift, or gratuity to or from any U.S. Government agency (federal, state or local) prime contractor, or subcontractor.’




A16:

Is the anti-corruption policy explicitly one of zero tolerance?

Score:

1

Comments:

Based on public information, there is evidence that the company has a zero tolerance policy of violations of the Code of Ethics and Business Conduct, but not of corruption specifically. The company therefore scores 1.

References:

Public:


‘Letter from the Chairman and CEO…

These increased demands serve to highlight the importance of business ethics. Cutting corners to obtain or retain business is not our way. We don’t take shortcuts, we conduct business properly. We are committed to this Code and have zero tolerance for any violation of its provisions…’

(p.15): ‘CONDUCT BUSINESS ETHICALLY OUTSIDE THE UNITED STATES



ANTI-CORRUPTION

Employees must strictly comply with the anti-corruption laws that govern our operations in the countries in which we do business. Such laws include the U.S. Foreign Corrupt Practices Act (“FCPA”) and similar laws enacted by other countries. Generally, these laws prohibit bribery, directly or indirectly, of foreign government officials, political parties, or candidates


to obtain some improper business advantage. More specifically, they prohibit you, directly or indirectly, from corruptly giving, offering, or promising anything of value to foreign officials or foreign political parties, officials, or candidates, for the purpose of influencing them to misuse their official capacity to obtain, keep, or direct business or to gain any improper advantage. In addition, to prevent concealment of bribery, the FCPA prohibits knowingly falsifying a company’s books and records or knowingly circumventing or failing to implement adequate internal accounting controls. Violations of the FCPA may subject you and/or DI to criminal and/or civil sanctions. Host nation laws may also pose similar liability.’




A17:

Is the company's anti-corruption policy easily accessible to Board members, employees, contracted staff and any other organisations acting with or on behalf of the company?

Score:

2

Comments:

Based on public information, there is evidence that the company's anti-corruption policy is easily accessible to Board members, employees, contracted staff and any other organisations acting with or on behalf of the company. Employees are each provided with a copy of the Code of Ethics and Business Conduct upon joining the company, and must confirm they have received and read this document.

References:

Public:

Code of Ethics and Business Conduct is available on the company website in the following languages: English, Arabic, Dari, Kurdish, Pashto, and Spanish.

(p.34): ‘MANDATORY CERTIFICATION

It is DI’s objective to operate according to the highest standards of ethical behavior and professional integrity. By signing this form, I affirm my commitment to this objective. I acknowledge that I have read the DynCorp International Code of Ethics and Business Conduct (2012 Edition) and understand it represents the Company’s standards with which I am expected to comply. I further understand and acknowledge that:

• I am responsible for complying with the Code of Ethics and Business Conduct, which sets out the Company’s guidelines for workplace behavior and ethics;

• I am expected to adhere to the highest moral and ethical standards for business and personal conduct;

• I am personally responsible and accountable for my actions and must avoid any activity or behavior that may conflict with my duties under DI’s Code of Ethics and Business Conduct;

• I am required to report any violations or suspected violations of this Code or any Company policy to a supervisor within my chain of command, the Human Resources COE, the DI Hotline, or the Legal COE, and can do so anonymously if I so choose;


• I should direct any questions concerning this Code to my supervisor, the Human Resources COE, the Legal COE; or the Compliance COE; and

• Violations of this Code may result in disciplinary action, up to and including termination of employment.’


Code of Ethics and Business Conduct is also available on the DI Hotline website:

https://secure.ethicspoint.com/domain/media/en/gui/27481/code.pdf


https://secure.ethicspoint.com/domain/media/en/gui/27481/code.pdf


A17(a):

Is the company’s anti-corruption policy easily understandable and clear to Board members, employees and third parties?

Score:

2

Comments:

Based on public information, there is evidence that the company’s anti-corruption policy is easily understandable and clear to Board members, employees and third parties. Despite the company’s Code of Ethics and Business Conduct using some legalistic terms, helpful and practical examples are provided throughout this document to aid the understanding of each section.

References:

Public:





A18:

Does the anti-corruption policy explicitly apply to all employees and

members of the Board?

Score:

2

Comments:

Based on public information, there is evidence that the company’s anti-corruption policy explicitly applies to all employees and members of the Board.

References:

Public:


‘YOUR RESPONSIBILITIES

All DynCorp International (also referred to as DI or “the Company”) employees, directors, officers, contractors and agents are responsible for:

• Reading the Code of Ethics and Business Conduct – referred to as “the Code”;

• Understanding the requirements stated in the Code;

• Utilizing available resources to resolve questions or issues of concern; and

• Complying fully with the Code and with the Company’s policies and procedures.’


Corporate Governance Guidelines (March 2012), p.3:

‘The Company expects its directors to acknowledge their adherence to the Company’s Code of Ethics and Business Conduct.’





A20:

Does the company have a policy on potential conflicts of interest, and does it apply to both employees and board members?

Score:

2

Comments:

Based on public information, there is evidence that the company has a detailed policy on potential conflicts of interest, which applies to both employees and board members. The policy includes a definition and examples of potential conflicts of interest.

References:

Public:



All DynCorp International (also referred to as DI or “the Company”) employees, directors, officers, contractors and agents are responsible for:




• Complying fully with the Code and with the Company’s policies and procedures.’

(pp.22-24): ‘AVOID CONFLICTS OF INTEREST

All DI employees occupy positions of trust. We must be very sensitive to any circumstance, on or off the job that could damage that trust or cause others to question the good faith of our behavior.

A conflict of interest exists when you have divided loyalties – when you have a direct or indirect personal interest in a transaction or matter such that it might reasonably appear to affect the judgment that you exercise on behalf of DI, influence your actions, or lead you to neglect DI business interests.

PERSONAL CONFLICT OF INTEREST GUIDELINES

You are responsible as a DI employee to act in a fair and impartial manner in all business


dealings, and to place the interests of DI over personal interests in matters relating to DI business.

You must avoid financial, business, or other transactions or situations in which your personal interests might conflict with, or appear to conflict with, the interests of DI. Such situations may arise from relationships with customers, competitors, and suppliers, present or prospective employees, or from the acquisition or use of Company assets for personal gain. An actual conflict of interest does not need to be present to constitute a violation of this Code; you must also avoid activities that create the appearance of a conflict of interest.

A conflict of interest exists when you use your contacts or position in the Company to advance interests other than the Company’s, such as your own private business or financial affairs, or those of a friend or relative (whether or not at the expense of the Company). You should never use Company property or information for personal gain, or take for yourself personally any opportunity that is discovered through your position at DI.

EXAMPLES OF HOW A PERSONAL CONFLICT OF INTEREST COULD OCCUR:

• Employment by a competitor or potential competitor, regardless of the nature of the employment, while employed by DI.

• Acceptance of gifts, payment or services from those seeking to do business with DI.

• Placement of business with a firm owned or controlled by a DI employee or his/ her family.

• Ownership of, or substantial interest in, a company that is a customer, competitor or supplier.

• Acting independently as a consultant to a DI customer or supplier, while employed by DI.

• Having a personal interest or potential for gain in any Company transaction.

• Using Company assets, intellectual property or proprietary information for personal gain.

• Employing or discussing employment with former Government employees, or using them as consultants or subcontractors in violation of applicable laws or regulations.

• Having a close, personal relationship with a subordinate employee.

ORGANIZATIONAL CONFLICTS OF INTEREST

Generally, an organizational conflict of interest may arise if (1) the Company and/or an employee participate in the development of a statement of work for a procurement that the Company intends to pursue, (2) a statement of work requires the Company or its team partners to evaluate or assess work performed by the Company or its team partners for the Government, or (3) the Company is provided access to third-party proprietary information that may give the Company an unfair competitive advantage in another procurement.

Government procurement regulations generally restrict the ability of a company to participate in a procurement if an organizational conflict of interest exists and cannot be effectively mitigated. To prevent a loss of business, it is important, therefore, to comply strictly with the rules governing such conflicts.

The circumstances related to organizational conflicts of interest can be complicated and difficult to evaluate. If you have any questions or become aware of a situation that could


create an organizational conflict of interest, consult the Legal COE immediately.


QUESTION: Your brother owns a company that provides critical services that could support several of the Company’s contracts. As the subcontract manager involved in the decision making process on these services, can you recommend your brother’s company?

ANSWER: No. Your brother’s company may be a viable source for these services, but you cannot be part of the process. An independent assessment and decision must be made.’



‘The Company expects its directors to acknowledge their adherence to the Company’s Code of Ethics and Business Conduct. If an actual or potential conflict of interest develops because of significant dealings or competition between the Company and a business or matter with which the director is affiliated, whether by employment, directorship, consultant relations or otherwise, the director should report the matter immediately to the

Chairman of the Board. A significant conflict must be addressed to the satisfaction of the Board or the director should resign. If a director has a personal interest in a matter before the Board, the director shall disclose the interest to the full Board and excuse himself or herself from participation in the discussion and shall not vote on the matter.’





A21:

Does the company have a policy for the giving and receipt of gifts to ensure that such transactions are bona fide and not a subterfuge for bribery?

Score:

1

Comments:

Based on public information, there is evidence that the company has a policy for the giving and receipt of gifts, to ensure that such transactions are bona fide and not a subterfuge for bribery. However, where it is permitted to accept gifts, such as from non-U.S. Government business contacts, the company does not publish evidence of upper limits or a specific threshold necessary for senior authorisation. The company therefore scores 1.

References:

Public:


‘AVOID IMPROPER GIFTS AND GRATUITIES

DI avoids the appearance of impropriety that may arise when improper gifts change hands. We compete and succeed on the merits of the services we provide.

GIFTS, ENTERTAINMENT AND GRATUITIES FOR U.S. GOVERNMENT EMPLOYEES


U.S. Government regulations generally prohibit U.S. Government employees from receiving gifts and benefits, including entertainment, transportation, meals and tickets to sporting or other events. When meals are available at a meeting with Government employees, either a “fair share” box must be made available or the responsible manager must confirm that it is appropriate to charge the meal to a contract. Even in those limited circumstances in which U.S. Government regulations permit acceptance of such gifts and benefits, DI’s policy is that neither its employees nor members of their immediate families may offer or give anything of value to U.S. Government employees.



Never accept gifts from anyone with a company that does or might do business with DI. Employees may accept advertising gifts, token gifts of appreciation or meals and tickets from non-U.S. Government business contacts, if they are of reasonable value and if declining to accept them would embarrass the offering party. Accept business meals only if they are of reasonable cost. Do not claim or accept reimbursement for meals provided by others. On accepting a gift, an employee should immediately discuss the matter with his/her supervisor to avoid any impropriety or appearance of impropriety.

NO KICKBACKS

Do not offer, pay, solicit, or accept, directly or indirectly, any fee, commission, compensation, gift, or gratuity to or from any U.S. Government agency (federal, state or local) prime contractor, or subcontractor.


QUESTION: A vendor calls repeatedly to sell her company’s copying services. You are responsible for the contract, and have rejected her offers because the price is too high. She calls one day and offers you a ticket to a Washington Redskins game. Can you accept this ticket?

ANSWER: No. This vendor is seeking to do business with DI. Due to the cost of this ticket and the likelihood of a conflict of interest, you must decline this offer. You should also report the offer to your supervisor.

QUESTION: You are holding a business meeting and have invited several Government officials. Can you provide a meal?

ANSWER: No. You cannot provide any gifts to Government officials. You should provide a “fair share” box so that each participant can pay the fair market value of his/her own meal.’




A22:

Does the company’s anti-corruption policy include a statement on the giving and receipt of hospitality that ensures that such transactions are bona fide and not a subterfuge for bribery?

Score:

1

Comments:

Based on public information, there is evidence that the company has a policy for the giving and receipt of hospitality, to ensure that such transactions are bona fide and not a subterfuge for bribery. However, where it is permitted to accept hospitality, such as from non-U.S. Government business contacts, the company does not publish evidence of upper limits or a specific threshold necessary for senior authorisation. The company therefore scores 1.

References:

Public:


‘AVOID IMPROPER GIFTS AND GRATUITIES

DI avoids the appearance of impropriety that may arise when improper gifts change hands. We compete and succeed on the merits of the services we provide.

GIFTS, ENTERTAINMENT AND GRATUITIES FOR U.S. GOVERNMENT EMPLOYEES


U.S. Government regulations generally prohibit U.S. Government employees from receiving gifts and benefits, including entertainment, transportation, meals and tickets to sporting or other events. When meals are available at a meeting with Government employees, either a “fair share” box must be made available or the responsible manager must confirm that it is appropriate to charge the meal to a contract. Even in those limited circumstances in which U.S. Government regulations permit acceptance of such gifts and benefits, DI’s policy is that


neither its employees nor members of their immediate families may offer or give anything of value to U.S. Government employees.


Never accept gifts from anyone with a company that does or might do business with DI. Employees may accept advertising gifts, token gifts of appreciation or meals and tickets from non-U.S. Government business contacts, if they are of reasonable value and if declining to accept them would embarrass the offering party. Accept business meals only if they are of reasonable cost. Do not claim or accept reimbursement for meals provided by others. On accepting a gift, an employee should immediately discuss the matter with his/her supervisor to avoid any impropriety or appearance of impropriety.

NO KICKBACKS

Do not offer, pay, solicit, or accept, directly or indirectly, any fee, commission, compensation, gift, or gratuity to or from any U.S. Government agency (federal, state or local) prime contractor, or subcontractor.


QUESTION: A vendor calls repeatedly to sell her company’s copying services. You are responsible for the contract, and have rejected her offers because the price is too high. She calls one day and offers you a ticket to a Washington Redskins game. Can you accept this ticket?

ANSWER: No. This vendor is seeking to do business with DI. Due to the cost of this ticket and the likelihood of a conflict of interest, you must decline this offer. You should also report the offer to your supervisor.

QUESTION: You are holding a business meeting and have invited several Government officials. Can you provide a meal?

ANSWER: No. You cannot provide any gifts to Government officials. You should provide a “fair share” box so that each participant can pay the fair market value of his/her own meal.’




A23:

Does the company have a policy that explicitly prohibits facilitation payments?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company has a policy that explicitly prohibits facilitation payments.

References:

Public:

NA


A24:

Does the company prohibit political contributions, or regulate such contributions in order to prevent undue influence or other corrupt intent? Does the company record and publicly disclose all political contributions?

Score:

1

Comments:

Based on public information, there is evidence that the company prohibits political contributions in order to prevent undue influence or other corrupt intent. However, evidence states that exceptions to this prohibition may be allowed if permitted by law and approved by the Chairman and CEO. As the company has not provided any guidelines concerning this exception rule, the company has scored 1.

References:

Public:


‘CONDUCT BUSINESS ETHICALLY OUTSIDE THE UNITED STATES



ANTI-CORRUPTION

Employees must strictly comply with the anti-corruption laws that govern our operations in the countries in which we do business. Such laws include the U.S. Foreign Corrupt Practices Act (“FCPA”) and similar laws enacted by other countries. Generally, these laws prohibit bribery, directly or indirectly, of foreign government officials, political parties, or candidates to obtain some improper business advantage. More specifically, they prohibit you, directly or indirectly, from corruptly giving, offering, or promising anything of value to foreign officials or foreign political parties, officials, or candidates, for the purpose of influencing


them to misuse their official capacity to obtain, keep, or direct business or to gain any improper advantage. In addition, to prevent concealment of bribery, the FCPA prohibits knowingly falsifying a company’s books and records or knowingly circumventing or failing to implement adequate internal accounting controls. Violations of the FCPA may subject you and/or DI to criminal and/or civil sanctions. Host nation laws may also pose similar liability.

In accordance with applicable Company policy and procedures, FCPA due diligence by the Contracts COE and Legal COE is required for all agreements concerning work performed outside of the United States prior to execution. Any person who violates this standard or fails to report violations of this standard shall be subject to disciplinary action, up to and including termination of employment.

You should raise any questions concerning compliance with the FCPA and other anticorruption laws to the Legal COE.


QUESTION: You are working on a proposal in a newly independent country to provide training to the country’s police force. The Minister of Interior suggests that he will recommend DI strongly if the Company makes a contribution to his party’s candidate in the upcoming presidential election. Would it be okay to recommend this contribution?

ANSWER: No. It would violate the FCPA to make a payment to a Government official of any country for the purpose of obtaining or retaining business. Political parties and candidates are expressly included in this prohibition. You and/or DI could be subjected to criminal and/or civil penalties by the U.S. Government. You must contact the Legal COE before entering into any agreement regarding work performed outside the United States or making any payment that could possibly be covered by the FCPA.

QUESTION: You are responsible for overseeing the work of a freight forwarder subcontracted to DI in a foreign country. The freight forwarder informs you that certain shipments are delayed at a foreign border because a foreign official insists on certain fees being paid. Can the freight forwarder make these payments? After all, it’s the freight forwarder making the payments—not DI—so won’t DI be shielded from any potential FCPA violations?

ANSWER: No. DI will not be shielded from an FCPA violation even if a subcontractor actually makes an illicit payment. You could face criminal and/or civil sanctions as well. You should not assume that such payments to border officials will not violate the FCPA. Contact the Legal COE prior to making or authorizing any such payment.»

(pp.18-19): ‘POLITICAL ACTIVITY INCLUDING LOBBYING

DI respects the political process, including the limits imposed on corporate involvement in lobbying and contributions. We are committed to full compliance with all laws controlling our ability to participate in this arena.

DI will not make contributions, directly or indirectly, to any candidate or party or to any organization that might use the contributions for a political candidate or party. This prohibition includes employee work time. Exceptions may be made to this prohibition only if permitted by law and approved by DI’s Chairman and CEO.


DI does not prohibit employees from participating individually in the political process. Such activities must take place on the employee’s own time and at the employee’s own expense. Each employee is responsible for complying fully with all laws and regulations relating to political contributions and interactions with government officials. Employees may not engage in political activities that are potentially in conflict with their work duties and responsibilities to the Company, including but not limited to, acting as an advisor to or spokesperson for candidates for public office. No manager, supervisor, employee, agent, or third person who represents the Company in political or governmental matters shall apply any pressure, direct or indirect, to any employee in a way that infringes on an employee’s right to decide whether, to whom, and in what amount a personal political contribution is to be made.

DI sponsors a Political Action Committee (PAC), the DIPAC (DynCorp International Political Action Committee), is a means through which employees may make voluntary contributions to federal and state candidates and political parties. Employees are not required to participate in the DIPAC. Company sponsorship of the DIPAC is not intended to influence any employee’s decision to make political contributions or to engage in political activity. No employee will suffer consequences, positive or negative, as a result of his or her decision to participate or not to participate in the DIPAC.

Lobbying activity is highly regulated. Lobbying includes attempts to influence Congress, congressional staff, and certain officers and employees of the Executive Branch with respect to legislation, rules, regulations, programs, policies, and other similar actions. Lobbying activity can include phone calls, emails, letters and in-person meetings. DI is required to register as federal lobbyists all employees who engage in certain levels of lobbying activities and must file periodic reports related to their efforts. All employees must confer with both the Legal COE and the Government Relations Office prior to undertaking any effort to lobby the federal government, any of the States, the District of Columbia, any local jurisdiction, or a foreign country, either directly or through a hired third-party.


QUESTION: A neighbor is running for city council. She asks for your help with her campaign. Can you volunteer?

ANSWER: Yes, as long as you do so exclusively on a personal basis, on your own time, and as long as the campaign work does not create a potential or actual conflict of interest with your work for DI. You cannot use your connection to DI in any way whatsoever in connection with the campaign and cannot use Company assets such as office supplies, computers, network access, or telephones.’




A25:

Does the company have a clear policy on engagement in lobbying activities, in order to prevent undue influence or other corrupt intent, and discloses the issues on which the company lobbies?

Score:

2

Comments:

Based on public information, there is evidence that the company has a clear policy on engagement in lobbying activities, in order to prevent undue influence or other corrupt intent. Evidence states that all applicable employees must register as federal lobbyists and file periodic activity reports.

References:

Public:


‘POLITICAL ACTIVITY INCLUDING LOBBYING

DI respects the political process, including the limits imposed on corporate involvement in lobbying and contributions. We are committed to full compliance with all laws controlling our ability to participate in this arena.

DI will not make contributions, directly or indirectly, to any candidate or party or to any organization that might use the contributions for a political candidate or party. This prohibition includes employee work time. Exceptions may be made to this prohibition only if permitted by law and approved by DI’s Chairman and CEO.

DI does not prohibit employees from participating individually in the political process. Such activities must take place on the employee’s own time and at the employee’s own expense. Each employee is responsible for complying fully with all laws and regulations relating to political contributions and interactions with government officials. Employees may not engage in political activities that are potentially in conflict with their work duties and responsibilities to the Company, including but not limited to, acting as an advisor to or spokesperson for candidates for public office. No manager, supervisor, employee, agent, or third person who represents the Company in political or governmental matters shall apply any pressure, direct or indirect, to any employee in a way that infringes on an employee’s right to decide whether, to whom, and in what amount a personal political contribution is to be made.


DI sponsors a Political Action Committee (PAC), the DIPAC (DynCorp International Political Action Committee), is a means through which employees may make voluntary contributions to federal and state candidates and political parties. Employees are not required to participate in the DIPAC. Company sponsorship of the DIPAC is not intended to influence any employee’s decision to make political contributions or to engage in political activity. No employee will suffer consequences, positive or negative, as a result of his or her decision to participate or not to participate in the DIPAC.

Lobbying activity is highly regulated. Lobbying includes attempts to influence Congress, congressional staff, and certain officers and employees of the Executive Branch with respect to legislation, rules, regulations, programs, policies, and other similar actions. Lobbying activity can include phone calls, emails, letters and in-person meetings. DI is required to register as federal lobbyists all employees who engage in certain levels of lobbying activities and must file periodic reports related to their efforts. All employees must confer with both the Legal COE and the Government Relations Office prior to undertaking any effort to lobby the federal government, any of the States, the District of Columbia, any local jurisdiction, or a foreign country, either directly or through a hired third-party.


QUESTION: A neighbor is running for city council. She asks for your help with her campaign. Can you volunteer?

ANSWER: Yes, as long as you do so exclusively on a personal basis, on your own time, and as long as the campaign work does not create a potential or actual conflict of interest with your work for DI. You cannot use your connection to DI in any way whatsoever in connection with the campaign and cannot use Company assets such as office supplies, computers, network access, or telephones.’




A25(a):

Does the company prohibit charitable contributions, or regulate such contributions in order to prevent undue influence or other corrupt intent?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company prohibits charitable contributions, or regulates such contributions in order to prevent undue influence or other corrupt intent.

References:

Public:

TI notes:

Company Website:

‘Corporate Responsibility

We Serve, We Care, We Empower, We Perform, We Do the Right Thing. These are the values DynCorp International carries into the communities where we live and work. Our tens of thousands of employees from around the world provide us with unique opportunities to give back through philanthropic donations, local training programs and hands-on volunteer work.

Our goals are to support programs and efforts that benefit:

Veterans of the U.S. Military

Law Enforcement Veterans

Global Education

Global Community Development’

http://www.dyn-intl.com/about-di/corporate-responsibility/

Corporate Initiatives:

http://www.dyn-intl.com/about-di/corporate-responsibility/corporate-initiatives/

Employee Initiatives:

http://www.dyn-intl.com/about-di/corporate-responsibility/employee-initiatives/

http://www.dyn-intl.com/about-di/corporate-responsibility/

http://www.dyn-intl.com/about-di/corporate-responsibility/corporate-initiatives/

http://www.dyn-intl.com/about-di/corporate-responsibility/employee-initiatives/


A26:

Does the company provide written guidance to help Board members and

employees understand and implement the firm’s ethics and anti-corruption

agenda?

Score:

2

Comments:

Based on public information, there is evidence that the company provides written guidance to help Board members and employees understand and implement the firm’s ethics and anti-corruption agenda. The Code of Ethics and Business Conduct is written very much as a handbook and provides numerous illustrative examples.

References:

Public:






Joe Kale


A27:

Does the company have a training programme that explicitly covers anti-corruption?

Score:

1

Comments:

Based on public information, there is evidence that the company has a training programme that covers the Code of Ethics and Business Conduct and that employees undergo compliance training applicable to their positions. However, it is not clear if this training includes a specific anti-corruption module. The company therefore scores 1.

References:

Public:






Joe Kale



(p.33): ‘COMPLETE MANDATORY TRAINING

DI has established mandatory training to ensure that all employees, directors, and others have a complete understanding of the requirements that affect their positions. Employees are required to look for training announcements and to complete all training in a timely manner.

DI expects all employees and members of the Board of Directors to complete all compliance training applicable to their positions. Completion of assigned training requirements is a condition of continued employment with the Company. Employees who fail to complete assigned training in a timely manner will be subject to discipline, up to and including termination.


QUESTION: You receive instructions about a new mandatory compliance training initiative. The employees you supervise are already fully occupied with their contractual obligations. What should you do?

ANSWER: You must take all steps necessary to ensure that employees complete all mandatory training in a timely manner. You should advise employees that compliance training is an essential part of their job and should adjust schedules to make sure employees have sufficient time to satisfy this requirement. You should also monitor employee completion of this training requirement and remind your workforce that employees who fail to complete training within the time period allotted will be subject to discipline, up to and including termination. Finally, you should ensure that all employees correctly charge the time spent completing this training requirement.’


DynCorp International’s Code of Ethics and Business Conduct (video):





A28:

Is anti-corruption training provided in all countries where the company operates or has company sites?

Score:

2

Comments:

Based on public information, there is evidence that all employees are provided with training that covers the Code of Ethics and Business Conduct and that employees undergo compliance training applicable to their positions. Given the company operates in multiple countries and it states that all employees are trained, evidence suggests that training is provided in all countries where the company operates or has sites.

References:

Public:






Joe Kale



(p.33): ‘COMPLETE MANDATORY TRAINING





ANSWER: You must take all steps necessary to ensure that employees complete all mandatory training in a timely manner. You should advise employees that compliance training is an essential part of their job and should adjust schedules to make sure employees have sufficient time to satisfy this requirement. You should also monitor employee completion of this training requirement and remind your workforce that employees who fail to complete training within the time period allotted will be subject to discipline, up to and including termination. Finally, you should ensure that all employees correctly charge the time spent completing this training requirement.’


DynCorp International’s Code of Ethics and Business Conduct (video):





A29:

Does the company provide targeted anti-corruption training to members of the Board?

Score:

1

Comments:

Based on public information, there is evidence that Board members receive compliance training applicable to their positions. However, it is unclear how often this training is refreshed. The company therefore scores 1.

References:

Public:


‘COMPLETE MANDATORY TRAINING





ANSWER: You must take all steps necessary to ensure that employees complete all mandatory training in a timely manner. You should advise employees that compliance training is an essential part of their job and should adjust schedules to make sure employees have sufficient time to satisfy this requirement. You should also monitor employee completion of this training requirement and remind your workforce that employees who fail to complete training within the time period allotted will be subject to discipline, up to and


including termination. Finally, you should ensure that all employees correctly charge the time spent completing this training requirement.’



‘In order to promote director effectiveness, DynCorp International management conducts an orientation process for new directors that includes the Board's policies and procedures and written materials concerning the Company and its operations, meetings with key members of management, and visits to company offices and facilities. Recently appointed directors are encouraged to advise the Secretary of the Company as to the effectiveness of these materials and suggest any changes.

Management shall periodically distribute materials to the Board regarding developments of the Company and the industries in which the Company does business in order to continue each director's education with respect to his or her service on the Board.

Independent directors are encouraged to participate, at the Company's expense, in continuing director education programs approved in advance by the Chairman.’





A30:

Does the company provide tailored ethics and anti-corruption training for employees in sensitive positions?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company provides tailored ethics and anti-corruption training for employees in sensitive positions. TI notes that the company only indicates that all employees and Board members are required to complete all compliance training applicable to their positions.

References:

Public:

TI notes:


‘COMPLETE MANDATORY TRAINING





ANSWER: You must take all steps necessary to ensure that employees complete all mandatory training in a timely manner. You should advise employees that compliance training is an essential part of their job and should adjust schedules to make sure employees


have sufficient time to satisfy this requirement. You should also monitor employee completion of this training requirement and remind your workforce that employees who fail to complete training within the time period allotted will be subject to discipline, up to and including termination. Finally, you should ensure that all employees correctly charge the time spent completing this training requirement.’




A31:

Does the company have a clear and formal process by which employees declare conflicts of interest?

Score:

0

Comments:

Based on public information, there is no readily available evidence that the company has a formal process by which employees declare conflicts of interest. The Code of Ethics and Business Conduct advises employees to consult the Legal COE immediately, but it is unclear if this is a formal process as opposed to simply guidance.

References:

Public:

TI notes:


‘ORGANIZATIONAL CONFLICTS OF INTEREST

Generally, an organizational conflict of interest may arise if (1) the Company and/or an employee participate in the development of a statement of work for a procurement that the Company intends to pursue, (2) a statement of work requires the Company or its team partners to evaluate or assess work performed by the Company or its team partners for the Government, or (3) the Company is provided access to third-party proprietary information that may give the Company an unfair competitive advantage in another procurement.

Government procurement regulations generally restrict the ability of a company to participate in a procurement if an organizational conflict of interest exists and cannot be effectively mitigated. To prevent a loss of business, it is important, therefore, to comply strictly with the rules governing such conflicts.

The circumstances related to organizational conflicts of interest can be complicated and difficult to evaluate. If you have any questions or become aware of a situation that could create an organizational conflict of interest, consult the Legal COE immediately.’




A32:

Is the company explicit in its commitment to apply disciplinary procedures to employees, Directors and Board members found to have engaged in corrupt activities?

Score:

1

Comments:

Based on public information, there is evidence that the company may apply disciplinary procedures to employees, Directors and Board members found to have engaged in corrupt activities. The company therefore scores 1. To score higher the company would need to provide evidence of a stronger commitment, using language such as ‘will’ rather than ‘may’.

References:

Public:



All DynCorp International (also referred to as DI or “the Company”) employees, directors,

officers, contractors and agents are responsible for:




• Complying fully with the Code and with the Company’s policies and procedures…

…BE ACCOUNTABLE FOR ENFORCING THE CODE

You are accountable for compliance with the provisions of this Code. You are expected to raise questions if you are concerned that the standards of this Code are not being met. Violations of this Code can result in disciplinary action up to and including termination of employment.

Managers and supervisors must be particularly careful with their words and conduct to avoid placing, or seeming to place, pressure on subordinates that could cause them to perform in a way that is contrary to the ethical standards set forth in this Code and in Company policies. If someone approaches you with a question or concern related to the Code, listen carefully and ask for clarification and additional information to ensure that you


fully understand the question or concern. If the concern raised requires that an investigation be conducted to determine compliance with the Code, refer it to one of the channels dentified in the section entitled “Report Violations of this Code.’




A33:

Does the company have multiple, well-publicised channels that are easily accessible and secure, to guarantee confidentiality or anonymity where requested by the employee (e.g. web, phone, in person), to report concerns or instances of suspected corrupt activity?

Score:

2

Comments:

Based on public information, there is evidence of multiple, well-publicised channels that are easily accessible and secure, to guarantee confidentiality or anonymity where requested by the employee, to report concerns or instances of suspected corrupt activity. In particular, employees can report to the EthicsPoint website, which is independently operated and facilitates anonymous reporting.

References:

Public:


‘REPORTING VIOLATIONS OF THIS CODE

The following channels are available to all who become aware of a violation of this Code, have a question or concern, or are seeking advice and counsel:

• Your manager, supervisor or someone in your management chain

• Your Group, Business Area Team (BAT) or Center of Excellence (COE) lead,

or your Human Resources Business Partner

• The Senior Vice President of Human Resources (703-462-7175)

• The General Counsel or any attorney in the Legal COE (703-462-7144).

• The Chief Compliance Officer (703-462-7236)

• The DI Hotline: 877-396-4685 (toll free) or 703-560-1203

• The EthicsPoint website: http://dyncorpinternational.ethicspoint.com

Allegations can be submitted anonymously. No one will suffer retaliation for raising a good faith question or concern through any of the channels discussed in this Code.’




DI Hotline:

‘DynCorp International is committed to providing our employees with a safe and productive workplace. As our Code of Ethics and Business Conduct provides, the following principles guide our daily behavior:

We adhere scrupulously to the highest standards of honesty, integrity, and fairness when engaged in any activity concerning the Company and its relationships with customers, suppliers, and the general public.

We comply with the spirit and letter of all applicable laws and regulations.

We deliver the highest quality service to our customers.

We compete vigorously in the marketplace and avoid business dealings that violate antitrust laws, conflict of interest principles, or procurement integrity guidelines.

We offer equal employment opportunities.

To help us comply with these principles, we have selected EthicsPoint to provide a confidential method to hear your suggestions and concerns. The Senior Leadership Team and the Company’s Directors value and encourage your input. Moreover, if you are aware of a violation of the Code of Ethics and Business Conduct or of any of DI’s policies, you must report your concerns.

EthicsPoint will report all information it receives to the Company on a confidential basis. You can submit claims anonymously if you wish. We will review every submission received, investigate all complaints, and, where appropriate, implement corrective action. You have our guarantee that your comments will be heard and addressed.

DynCorp International Employees are expected to raise questions and make reports about conduct which we believe in good faith to be unethical or a violation of law. You also are protected from retaliation for reports made in good faith under the Code of Ethics and Business Conduct.’

‘Additional Ways to Report:

Making Reports to your Manager or Supervisor: We encourage you to seek assistance or report your concern to your manager or supervisor.

Making Reports by Phone

To access the hotline by phone, from within the US, Canada, Puerto Rico, & Guam: 877-396-4685

Calling internationally. Please select the country you are calling from:’

https://secure.ethicspoint.com/domain/media/en/gui/27481/index.html



A33(a):

Are the whistleblowing channels available to all employees in all geographies?

Score:

2

Comments:

Based on public information, there is evidence that across geographies, all employees have access to more than one whistleblowing channel.

References:

Public:

DI Hotline:









DynCorp International Employees are expected to raise questions and make reports about


conduct which we believe in good faith to be unethical or a violation of law. You also are protected from retaliation for reports made in good faith under the Code of Ethics and Business Conduct.’

‘Additional Ways to Report:

Making Reports to your Manager or Supervisor: We encourage you to seek assistance or report your concern to your manager or supervisor.

Making Reports by Phone

To access the hotline by phone, from within the US, Canada, Puerto Rico, & Guam: 877-396-4685

Calling internationally. Please select the country you are calling from:’


DI Hotline, FAQ (2008):

‘Can I still file a report if I don’t have access to the Internet?

You can file an EthicsPoint report from any computer that can access the Internet. You can file from home. Many public locations, including the public library, have Internet computers.

If you don’t have access or are uncomfortable using a computer, you can call the

EthicsPoint toll‐free hotline 877‐396‐4685 which is available 24 hours a day, 365 days a year.’

https://secure.ethicspoint.com/domain/media/en/gui/27481/faq.pdf




A33(b):

Does the company have formal and comprehensive mechanisms to assure itself that whistleblowing by employees is not deterred, and that whistleblowers are treated supportively?

Score:

1

Comments:

Based on public information, there is evidence that the company treats whistleblowers supportively. For example, the company offers a comprehensive FAQ document covering the EthicsPoint system used by the company. However, it is not clear that the company has formal and comprehensive mechanisms to assure itself that whistleblowing by employees is not deterred, such as ways to follow up with whistleblowers and monitor their experience. The company therefore scores 1.

References:

Public:
















DI Hotline:











DI Hotline, FAQ (2008):

‘Why do we need a system like EthicsPoint?

• We believe that our employees are our most important asset. By creating open channels of communication, we can promote a positive work environment and maximize productivity.

• An effective reporting system will augment our other efforts to foster a culture of integrity

and ethical decision‐making.

• DynCorp International is subject to a number of laws and regulations requiring the Company provide a system enabling employees to report issues and concerns. These reports can be submitted anonymously if preferred.’

‘Does management really want me to report?

We certainly do. In fact, we need you to report. You know what is going on in our company

‐ both good and bad. You may have initial knowledge of an activity that may be cause for concern. Your reporting can minimize the potential negative impact on the company and



our people. Also, offering positive input may help identify issues that can improve corporate culture and performance.’

‘Isn’t this system just an example of someone watching over me?

The EthicsPoint system concentrates on being a positive aspect of our overall philosophy, and allows us to assure a safe, secure, and ethical workplace. You are encouraged to seek guidance on ethical dilemmas, provide positive suggestions, or communicate a concern. Effective communication is critical in today’s workplace and this is a great tool to enhance that communication. We have carefully chosen the best reporting tool to meet our compliance obligations while maintaining a positive reporting environment.’ https://secure.ethicspoint.com/domain/media/en/gui/27481/faq.pdf



A34:

Does the company have well-publicised resources available to all employees where help and advice can be sought on corruption-related issues?

Score:

2

Comments:

Based on public information, there is evidence that the company has well-publicised resources available to all employees where help and advice can be sought on corruption-related issues.

References:

Public:













(p.4): ‘FULLY COMPLY WITH ALL APPLICABLE LAWS

DI is committed to maintaining the highest professional and ethical standards. For this reason, compliance with the law is our minimum performance requirement. DI standards are higher and, at times, this Code establishes requirements that go beyond legal obligations.


You are expected to perform all of your duties on behalf of DI in compliance with all laws, regulations and Company policies – this is a minimum expectation. The Legal COE and the Compliance COE are always available to help you understand the laws and regulations that apply to your job and responsibilities. It should be understood, however, that upholding our Values and this Code requires more than mere compliance with laws and regulations.

If you work internationally, you are also subject to the laws and regulations of the countries in which we do business. Any questions related to your conduct or the requirements of international laws must be referred to the Legal COE. You may also find that, at times, there is a conflict between the laws of the countries in which we operate and the laws of the United States or Company policy. In those situations as well, you must consult with the Legal COE to receive direction on how to resolve the conflict.


QUESTION: An employee believes that a colleague’s behavior violates the provisions of the Code of Ethics and Business Conduct. The employee does not supervise this person or have any management responsibilities. Is it okay to ignore the questionable behavior and assume that a manager will take care of the problem?

ANSWER: No. We are all accountable for ensuring full compliance with this Code. The employee should raise his/her concerns utilizing any of the channels mentioned in this Code. The report can be made anonymously if the employee prefers. In all cases, however, the employee is expected to report his/her concerns. In some situations an employee may be subject to discipline if he/she is aware of a violation of the Code or Company policy, but fails to take appropriate action.’


DI Hotline:








EthicsPoint will report all information it receives to the Company on a confidential basis. You



can submit claims anonymously if you wish. We will review every submission received, investigate all complaints, and, where appropriate, implement corrective action. You have our guarantee that your comments will be heard and addressed.





A35:

Is there a commitment to non-retaliation for bona fide reporting of corruption?

Score:

1

Comments:

Based on public information, there is evidence that the company has a commitment to non-retaliation for bona fide reporting of corruption. However, there is no evidence that disciplinary measures are applied to employees who breach this commitment. The company therefore scores 1.

References:

Public:

Company Website

‘Values, Ethics and Compliance

DYNCORP INTERNATIONAL CORE VALUES

At DynCorp International it is our commitment to conduct business honestly, ethically and in accordance with best practices and the applicable laws of the U.S. and other countries in which we operate. We are guided at all times by the highest standards of integrity, whether dealing with customers, co-workers or others.

Our Business Ethics & Compliance Program is designed to foster a free and open atmosphere that allows and encourages employees to make inquiries, raise questions, express work-related concerns or report business ethics violations or violations of law, regulations, policies or procedures, without fear of retaliation.’
















(p.5): ‘ZERO TOLERANCE FOR DISCRIMINATION AND/OR HARASSMENT - DI provides a safe and respectful workplace without threats, harassment violence or illegal discrimination. Respect is an integral part of everything we do… …The Company will not allow any form of retaliation against persons who raise good faith complaints about conduct they believe violates this standard.’




Information Sources:

Company Website:

http://www.dyn-intl.com



Corporate Governance Guidelines (March 2012):


Business and Ethics Compliance Committee Charter (March 2012):


Audit Committee Charter (March 2014):


http://www.dyn-intl.com/





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