United States Department of Justice
United States Attorney’s Office
Central District of California

Central District of California
312 North Spring Street, Suite 1200
Los Angeles, California 90012

NON-PROSECUTION AGREEMENT
The United States Attorney’s Office for the Central District of California (“USAO”) hereby
enters into the following Non-Prosecution Agreement (the “Agreement”) with Jia Yuan USA Co.,
Inc., a Delaware corporation headquartered in Arcadia, California (“the Company”), pursuant to
authority granted by the Company’s Chairman reflected in Exhibit D, to resolve the federal
criminal investigation of violations of, among other statutes, Title 18, United States Code, Sections
666 (federal program bribery), 1343 (wire fraud), 1346 (honest services fraud), and Title 52,
United States Code, Sections 30121 (foreign national contributions), 30122 (conduit contributions)
arising out of the Company’s conduct with City of Los Angeles (“City”) public officials in
connection with one of the Company’s real estate development projects in the City. This
Agreement is binding only on the Company and the USAO; it specifically does not bind any other
component of the Department of Justice, other federal agencies, or any state, local or foreign law
enforcement or regulatory agencies, or any other authorities.
I.

Introduction and Relevant Considerations

The USAO and the Federal Bureau of Investigation (“FBI”) have been investigating certain
matters relating to the Company’s interactions with City public officials in connection with
the Company’s redevelopment of its Los Angeles Luxe City Center Hotel (the “Luxe Hotel
Project”) between 2014
November 2018. Specifically, the USAO and FBI have been
investigating conduct by certain individuals acting on behalf of the Company in improperly
providing and offering financial benefits to City public officials in exchange for official
acts to benefit the Luxe Hotel Project. A summary of certain of the investigative findings
is described in the statement of facts attached hereto as Exhibit A (“Statement of Facts”).
The USAO enters into this Agreement based on the individual facts and circumstances
presented by this case and the Company, including the following factors:
The nature and seriousness of the offense conduct, including the failure of proper
oversight at the highest levels of the Company;
The Company’s timely cooperation, through its Chairman and company counsel, with
the USAO’s investigation, which has substantially assisted the government’s efforts
and has included:
The Company’s extensive internal investigative actions in connection with the
collection, analysis, and organization of vast amounts of relevant data and
evidence, including providing the USAO records located in China and in the

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personal possession of its Chairman, which were outside the reach of U.S. law
enforcement;
ii.

The Company’s synthesis and presentation of relevant facts at regular intervals
during its investigation, including making factual presentations to the USAO;

iii.

Identifying and organizing voluminous evidence and information for the USAO
on requested topics;

iv.

Making the Company’s Chairman available for interview via videoconference
from Hong Kong while he was located outside the reach of U.S. law
enforcement, and agreeing to make other Company employees available for
similar interviews; and

v.

Allowing the USAO access to certain additional non-privileged documents
outside of the Company’s immediate possession.

The Company’s timely acceptance of responsibility for its conduct, as described in
Section II and the Statement of Facts;
The Company’s undertaking of remedial measures, which have included:
The termination of George Chiang as an outside consultant to the Company on
January 15, 2019;
Amending and implementing the Company’s Employee Handbook for U.S.
employees to add new provisions including a Company Code of Conduct and
Ethics requiring compliance with all federal, state, and local laws; and new
policies on conflicts of interest, political activities, and anti-corruption
measures prohibiting direct or indirect benefits to public officials and requiring
consultation and pre-approval by company counsel for certain political
contributions;
The enhancement of its compliance program, internal controls, and corporate
risk function as detailed in Exhibit F.
The USAO’s determination, based upon the Company’s timely and comprehensive
remediation, that an independent compliance monitor is unnecessary; and
The Company’s agreement (in accordance with Paragraphs 6 through 9 of this
Agreement) to continue to cooperate with the USAO and the FBI during the pendency
of any prosecution the USAO has instituted and may institute against any individuals
based on conduct relating to the Statement of Facts.
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II.
3.

III.

The Term of the Agreement

This Agreement shall be deemed effective as of the last date of execution by a party to this
Agreement (the “Initial Effective Date”) and shall continue in effect for a period of 36
months (3 years) from the Initial Effective Date (the “Term”). Notwithstanding the
foregoing, the Company’s cooperation obligations as described in Paragraphs 6 through 8
of this Agreement shall continue until the conclusion of any criminal investigation or
prosecution (through the entry of final judgment) of any individual relating to the Statement
of Facts, which will only occur upon a letter from the USAO confirming this obligation
has expired. The Company further agrees that in the event of a breach by the Company,
then an extension or extensions of the Term of up to 12 months (1 year), per breach, may
be imposed by the USAO, without prejudice to the USAO's right to proceed as provided in
Paragraphs 17-21 below. Any extension of the Term extends all terms of this Agreement
for an equivalent period.
The Company’s Acceptance of Responsibility

4.

The Company admits, accepts, and acknowledges that it is responsible under United States
law for the acts of its officers, directors, employees, and agents set forth in the Statement
of Facts. The Company agrees that the factual statements contained within the Statement
of Facts are true and accurate.

5.

The Company shall not, through any of its officers, employees, attorneys, consultants, or
agents, or any other person authorized to make statements on behalf of the Company, make
any public statement, in litigation or otherwise, contradicting the acceptance of
responsibility by the Company set forth above or the facts contained in the Statement of
Facts. Any such contradictory statement shall, subject to the rights of the Company
described below in Paragraph 19 constitute a breach of this Agreement, and the Company
thereafter shall be subject to prosecution as set forth in Paragraphs 17 through 21 of this
Agreement. If the USAO determines that the Company has made a public statement
contradicting its acceptance of responsibility or any fact contained in the Statement of
Facts, the USAO shall so notify the Company. Thereafter, the Company may avoid a
breach of this Agreement by publicly repudiating the statement within five days after such
notification. The Company shall be permitted to raise defenses and to assert affirmative
claims in other proceedings relating to the matters set forth in the Statement of Facts
provided that such defenses and claims do not contradict, in whole or in part, any statement
contained in the Statement of Facts. This Paragraph does not apply to any statement made
by any present or former officer, director, employee, or agent of the Company in the course
of any criminal, regulatory, or civil case initiated against such individual, unless such
individual is speaking on behalf of the Company.

IV.
6.

Cooperation

At the request or direction of the USAO, the Company shall cooperate fully with any and
all investigations, prosecutions, or civil or administrative enforcement proceedings
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undertaken by the USAO or other federal law enforcement or regulatory authority or
agency and relating to the conduct described in the Statement Facts. All such cooperation
described in this Paragraph shall include, but not be limited to:
a. Timely providing upon oral or written request, and in accordance with federal law, all
non-privileged information, documents, records, and other tangible evidence that can
be obtained through reasonable efforts, including from the Company, its U.S. affiliates
(Hazens Investment, LLC, San Yi US Investment Company, Inc., Hazens Rosemead
LLC), and its parent company, Shenzhen Hazens, in China (collectively, the “Hazens
Companies”);
b. Identifying, upon oral or written request, witnesses who, to the knowledge of the
Company, may have material information regarding the matters under investigation;
and
c. Upon oral or written request, using its best efforts to make available for interview or
testimony, in a timely fashion, any current officer, executive, director, employee, agent,
or consultant of the Hazens Companies, including by making such persons available in
the Central District of California, at Company expense, regardless of their location of
residence.
7.

The Company shall at all times provide complete, truthful, and accurate information to the
USAO/FBI. The Company’s obligation to cooperate pursuant to the preceding paragraph
will no longer apply if a prosecution by the USAO is commenced against the Company as
a result of a breach of this Agreement.

8.

With respect to any information, testimony, documents, records, or other tangible evidence
provided pursuant to this Agreement (other than any material or information provided
pursuant to paragraph 9 below), the Company consents to any and all disclosures, subject
to applicable law and regulations, to other governmental and regulatory authorities,
including United States authorities and those of a foreign government, of such materials as
the USAO, in its sole discretion, shall deem appropriate.

9.

In addition to the obligations in Paragraph 6, during the Term, the Company shall, upon
discovery, promptly provide any specified non-privileged information, documents,
records, or other tangible evidence of conduct within the Company, that may constitute a
violation of federal criminal law and that can be obtained through reasonable efforts. The
obligations of this Paragraph apply to conduct that may constitute a violation of federal
criminal law regardless of whether that conduct relates to the conduct described in the
Statement of Facts. The USAO may use this information to gather additional evidence of
such violations.

10.

Nothing in this Agreement is intended to request or require the Company to waive its
attorney-client privilege or work product protections, and no such waiver shall be deemed
effected by any provision herein.
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USAO-CDCA
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11.

V.

To the extent authorized by law, the USAO agrees to bring to the attention of other
governmental authorities the nature and quality of the Company’s cooperation with the
USAO’s investigation, upon request of the Company. By agreeing to provide this
information to any such authority, the USAO is not agreeing to advocate on the Company’s
behalf or request any specific outcome, but rather is agreeing to provide facts to be
evaluated independently by such authority.
Payment of Monetary Penalty

12.

The Company agrees to pay a criminal monetary penalty to the United States of $1,050,000
(the “Criminal Penalty”) within fourteen (14) calendar days of the Initial Effective Date of
the Agreement. The Criminal Penalty shall be paid by certified check, business check, or
money order made payable to “United States Department of Justice” and will identify “Op.
Casino Loyale NPA” on the “memo” line. The payment can be provided to: United States
Attorney’s Office, Civil Division, Financial Litigation Section, 300 N. Los Angeles St.,
Suite 7516, Los Angeles, CA 90012, with email proof of the same provided to the USAO.

13.

The Company and the USAO agree that the Criminal Penalty is appropriate given the facts
and circumstances of this case, including the Company’s cooperation, its disclosure of
relevant facts, including information relating to the individuals involved in the offense
conduct, and the Company’s extensive remediation in this matter. The Criminal Penalty is
final and shall not be refunded. The Company acknowledges that no tax deduction may be
sought in connection with the payment of any part of this Criminal Penalty. The Company
shall not seek or accept directly or indirectly reimbursement or indemnification from any
source with regard to the Criminal Penalty that it pays pursuant to this Agreement.

VI.

Non-Prosecution

14.

The USAO agrees that if the Company fully complies with all of its obligations under this
Agreement, the USAO will not criminally prosecute the Company, or any of its subsidiaries
or affiliates, during the Term of this Agreement or thereafter for any crime related to the
conduct described in the Statement of Facts. The USAO and the Company intend for this
Agreement to resolve the USAO’s criminal investigation of the Company relating to the
conduct described in the Statement of Facts.

15.

Except as expressly provided in Paragraph 14 above, this Agreement does not preclude or
limit the USAO, any other United States Attorney’s Office, or the United States
Department of Justice from investigating or prosecuting the Company, or for prosecuting
any other individual or entity, including any current or former officer, employee, or agent
of the Company.

16.

Nothing in this Agreement shall preclude or limit the USAO, any other United States
Attorney’s Office, or the United States Department of Justice from bringing a criminal
prosecution against the Company for making false statements, obstruction of justice,
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USAO-CDCA
Page 6
perjury, subornation of perjury, or aiding and abetting or conspiring to commit such an
offense based on the Company’s conduct in performing its cooperation obligations under
this Agreement.

VII.

Breach of Agreement

18.

The determination whether the Company has breached the Agreement shall be in the
USAO’s sole discretion. Any such prosecution may be premised on information provided
by the Company. Any such prosecution relating to the conduct described in the Statement
of Facts that is not time-barred by the applicable statute of limitations on the Initial
Effective Date may be commenced against the Company, notwithstanding the expiration
of the statute of limitations, between the Initial Effective Date and the expiration of the
Term plus one year. The tolling agreement is attached hereto as Exhibit B and incorporated
herein by reference.

19.

Except as otherwise provided in Paragraph 5 above, in the event that the USAO determines
that the Company has breached this Agreement, the USAO shall provide the Company
with written notice of such determination prior to instituting any prosecution resulting from
such breach. Within 30 days of receipt of such notice, the Company shall have the
opportunity to address such a breach by providing a response to the USAO to demonstrate
that no breach has occurred, to demonstrate that the breach was not a knowing breach,
and/or to explain the actions taken to address and remediate the breach. The USAO shall
thereafter provide written notice to the Company of its final determination regarding
whether to declare the Agreement breached. The Company shall thereafter have 30 days to
appeal to a higher authority within the Department of Justice in order to obtain a written
finding that, based on a preponderance of the evidence, the Company has not breached the
Agreement. In the absence of such a written finding, the USAO’s determination of breach
shall become final after 30 days following the USAO’s written notification.

20.

In the event that the USAO determines to institute a criminal prosecution against the
Company after a breach of this this Agreement, then:

17.

If, during the Term, (a) the Chairman or any General-Manager-level employee or above of
the Company commits any felony under United States law that is within the scope of his
or her employment and intending to benefit the Company in whole or in part; (b) the
Company provides in connection with this Agreement deliberately false, incomplete, or
misleading information, including in connection with its disclosure of information about
individual culpability; (c) the Company knowingly fails to cooperate as set forth in
Paragraphs 6 through 9 of this Agreement; (d) the Company fails to accept responsibility
pursuant to Paragraph 5 of this Agreement; or (e) the Company otherwise knowingly and
materially fails to perform or fulfill any of its obligations under the Agreement, the USAO
will deem the Company in breach of the Agreement and the Company shall thereafter be
subject to prosecution for any federal criminal violation, including, but not limited to,
charges arising from the conduct described in the Statement of Facts.

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a. All statements made by or on behalf of the Company to the USAO, including the
attached Statement of Facts, shall be admissible in evidence in any and all criminal
proceedings brought by the USAO against the Company, and the Company shall
stipulate to the admissibility into evidence of the Statement of Facts as an admission
by the Company, and shall be precluded from offering any evidence or argument that
contradicts the Statement of Facts or that suggests those facts are untrue or misleading;
b. The Company shall not assert any claim under the United States Constitution, Rule
11(f) of the Federal Rules of Criminal Procedure, Rule 410 of the Federal Rules of
Evidence, or any other federal rule that any such statements made by or on behalf of
the Company prior or subsequent to this Agreement should be suppressed or are
otherwise inadmissible; and
c. The USAO shall immediately be free to use the waiver of indictment provided by the
Company in Exhibit C attached hereto and to prosecute the Company by way of
information for any federal offense arising out of the Statement of Facts. The Company
remains bound by all other waivers expressly made as part of this Agreement.
21.

The Company acknowledges that the USAO has made no representations, assurances, or
promises concerning what sentence may be imposed by the Court if the Company breaches
this Agreement and any criminal prosecution instituted thereafter proceeds to judgment.
The Company further acknowledges that any such sentence would be solely within the
discretion of the Court and that nothing in this Agreement binds or restricts the Court in
the exercise of such discretion. Nothing in this Agreement shall be deemed an agreement
by the USAO that $1,050,000 is the maximum penalty that may be imposed in any future
prosecution, and the USAO is not precluded from arguing in any future prosecution that
the Court should impose a higher fine, although the USAO agrees that under those
circumstances, it would recommend to the Court that any amount paid under this
Agreement should be offset against any fine the Court imposes as part of a future judgment.

VIII. Sale, Merger, or Other Change in Corporate Form of the Company
22.

Except as may otherwise be agreed by the parties in connection with a particular
transaction, the Company agrees that in the event that, during the Term or during the
pendency of its cooperation obligations described in Paragraphs 6 through 9, if it sells,
merges, or transfers all or substantially all of the assets of the Company, whether such sale
is structured as a sale, asset sale, merger, transfer, or other change in corporate form, it
shall include in any contract for sale, merger, transfer, or other change in corporate form a
provision binding the purchaser, or any successor in interest thereto, to the obligations
described in this Agreement. The purchaser or successor in interest must also agree in
writing that the USAO’s ability to determine a breach under this Agreement is applicable
in full force to that entity. The Company agrees that the failure to include these provisions
in the transaction will make any such transaction null and void. The Company shall provide
notice to the USAO at least 30 days prior to undertaking any such sale, merger, transfer, or
other change in corporate form. If the USAO notifies the Company prior to such transaction
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IX.
23.

X.

24.

(or series of transactions) that it has determined that the transaction(s) has the effect of
circumventing or frustrating the enforcement purposes of this Agreement, as determined
in the sole discretion of the USAO, the Company shall not consummate such transaction(s).
In addition, if at any time during the Term or the pendency of the Company’s cooperation
obligations described in Paragraphs 6 through 9 the USAO determines in its sole discretion
that the Company has engaged in a transaction(s) that has the effect of circumventing or
frustrating the enforcement purposes of this Agreement, it may deem it a breach of this
Agreement pursuant to Paragraphs 17 through 21 of this Agreement. Nothing herein shall
restrict the Company from indemnifying (or otherwise holding harmless) the purchaser or
successor in interest for penalties or other costs arising from any conduct that may have
occurred prior to the date of the transaction, so long as such indemnification does not have
the effect of circumventing or frustrating the enforcement purposes of this Agreement, as
determined by the USAO. The sale, merger, or transfer of the Los Angeles Luxe City
Center Hotel and/or any portion of the project site by the Company shall not constitute a
sale, merger, or transfer of all or substantially all of the assets of the Company within the
meaning of this Agreement, provided that the transaction does not cause the Company to
relinquish control over potentially relevant records, systems, information, accounts, and
officers and employees such that the transaction would have the effect of circumventing or
frustrating the enforcement purposes of this Agreement.

Certification

Thirty (30) days prior to the end of the Term, the Company will provide to the USAO a
certification signed by a Company representative and counsel stating that it has met the
conditions set forth in Sections II - IV of this Agreement. Such certification will be deemed
a material statement and representation by the Company to the executive branch of the
United States for purposes of 18 U.S.C. § 1001 (false statement to federal agency) and 18
U.S.C. § 1505 (obstruction of federal proceeding), and it will be deemed to have been made
in the Central District of California.
Notice

Any notice to the USAO under this Agreement shall be provided (1) via email to
mack.jenkins@usdoj.gov, veronica.dragalin@usdoj.gov, and melissa.mills@usdoj.gov;
and (2) personal delivery, overnight delivery by a recognized delivery service, or registered
or certified mail, addressed to:
Mack E. Jenkins or Chief of Public Corruption & Civil Rights Section
United States Attorney’s Office
United States Courthouse
312 North Spring Street, Suite 1500
Los Angeles, California 90012

25.

Any notice to the Company under this Agreement shall be provided via email to:
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 Hazens Companies Non-Prosecution Agreement
USAO-CDCA
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Monica Q. Vu
General Counsel
Hazens Real Estate Group
monicavu@hazensgroup.com
-andDavid M. Chaiken
Troutman Pepper Hamilton Sanders LLP
david.chaiken@troutman.com
26.

Notice shall be effective upon actual receipt by the USAO or the Company.

27.

This Agreement is covered by the laws of the United States. The USAO and the Company
agree that exclusive jurisdiction and venue for any dispute arising under this Agreement is
in the United States District Court for the Central District of California.

XI.

Jurisdiction and No Other Agreements

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          EXHIBIT B
STATUTE OF LIMITATIONS
TOLLING AGREEMENT
This Statute of Limitations Tolling Agreement (“Tolling Agreement”) is entered into
between Jia Yuan USA Co., Inc. (the “Company”) and the United States Attorney’s Office for the
Central District of California (the “USAO”).
1.
The USAO and the Federal Bureau of Investigation have been investigating certain
matters relating to the Company’s interactions with Los Angeles City public officials in connection
with the Company’s real estate development project located at the Los Angeles Luxe City Center
November 2018 (the “Investigation”).
Hotel between 2014
2.
Contemporaneously with the execution of this Tolling Agreement, the Company
and the USAO are entering into a Non-Prosecution Agreement to resolve the Investigation with
respect to the Company (the “Non-Prosecution Agreement”). The Non-Prosecution Agreement
includes, as Exhibit A, a Statement of Facts.
3.
The Company and the USAO acknowledge that it is their mutual intention for this
Tolling Agreement, in accordance with the terms and conditions of the Non-Prosecution
Agreement, to effect a waiver and tolling of any federal statute of limitations (including, but not
limited to, 18 U.S.C. §§ 3282, 3293, and 3301) for any violation of federal law relating to the
conduct described in the Statement of Facts.
4.
This Tolling Agreement applies solely to any federal criminal offenses, and
allegations thereof, relating to the Company’s conduct as described in the Statement of Facts
charged by the USAO following a breach of the Non-Prosecution Agreement as set forth in
Paragraphs 17 through 20 of the Non-Prosecution Agreement. It also applies to all criminal
prosecution and civil and criminal forfeiture actions brought by the USAO that may be based on
such federal criminal offenses. It does not apply to any criminal offenses, allegations,
prosecutions, or actions brought by any other federal law enforcement or prosecutors’ offices.
5.
The parties to this Tolling Agreement hereby agree and stipulate that the period
beginning on the execution date of the Non-Prosecution Agreement, and continuing until the
conclusion of the Term as defined in the Non-Prosecution Agreement plus one year (the “Tolling
Period”), shall be excluded from any calculation of time for purposes of the application of any
federal statute of limitations to any violation of federal law relating to the conduct described in the
Statement of Facts.
6.
The parties to this Tolling Agreement further agree and stipulate that the running
of any federal statute of limitations or any similar equitable doctrine for any alleged violation of
federal law shall be tolled during the Tolling Period.
B-1

 7.
The Parties to this Tolling Agreement further agree and stipulate that the Tolling
Period shall not be considered or assessed against the United States or the USAO for purposes of
any constitutional, statutory, or other challenge involving a claim of pre-indictment delay relating
to any criminal prosecution brought by the USAO related to the conduct described in the Statement
of Facts.
8.
The Company has retained and consulted with outside counsel. The Company,
having been advised by its counsel of the potential consequences of this Tolling Agreement to its
rights under the Fifth and Sixth Amendments of the United States Constitution, the federal statutes
of limitations, and Rule 48(b) of the Federal Rules of Criminal Procedure, expressly waives its
right to rely upon the time included in the Tolling Period to support any defense based upon the
failure of a federal grand jury or the USAO to charge it with any violation of any relevant federal
law relating to the conduct described in the Statement of Facts or the failure to institute civil or
criminal forfeiture proceedings against it or against any of its assets.
9.
The parties to this Tolling Agreement understand that nothing in this Tolling
Agreement revives any criminal charges for which the applicable statute of limitations ran prior to
the execution date of the Non-Prosecution Agreement.
10.
This Tolling Agreement does not limit or affect the right or discretion of the USAO,
or any other component of the United States Department of Justice, to seek or initiate criminal
charges or any civil money laundering or civil or criminal forfeiture proceedings against the
Company based upon the violation of any federal law at any time, except to the extent set forth in
the Non-Prosecution Agreement.
11.

This Tolling Agreement may be executed in counterparts and transmitted by

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 B-3

   EXHIBIT E
CERTIFICATE OF COUNSEL
The undersigned are counsel for Jia Yuan USA Co., Inc. in the matter covered by this
Non-Prosecution Agreement. In connection with such representation, we have examined relevant
company documents and have discussed the terms of this Non-Prosecution Agreement with
Management for Jia Yuan USA Co.

Based on our review of the foregoing materials and

discussions, we are of the opinion that Chairman Fuer Yuan is duly authorized to enter into this
Non-Prosecution Agreement on behalf of Jia Yuan USA Co., Inc., and that this Non-Prosecution
Agreement has been duly and validly authorized, executed, and delivered on behalf of Jia Yuan
USA Co., Inc., and is a valid and binding obligation of Jia Yuan USA Co., Inc. Further, we have
carefully reviewed the terms of this Non-Prosecution Agreement with the General Counsel of Jia
Yuan USA Co., Inc. We have fully advised her of the rights of Jia Yuan USA Co., Inc., of
possible defenses, of the Sentencing Guidelines’ provisions and of the consequences of entering
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E-1

 into this Non-Prosecution Agreement. To our knowledge, the decision of Jia Yuan USA Co., Inc.
to enter into this Non-Prosecution Agreement, based on the authorization of the Chairman of Jia
Yuan USA Co., Inc., is informed and voluntary.
DATED:

DATED:

10/5/2020

10/5/2020

BY:

BY:

DAVID M. CHAIKEN
Troutman Pepper Hamilton Sanders LLP

STEPHANIE YONEKURA
Hogan Lovells US LLP

E-2

 EXHIBIT F
CORPORATE COMPLIANCE PROGRAM
The Company agrees to revise and address any deficiencies in its compliance code, policies, and
procedures regarding compliance with applicable anti-bribery/anti-corruption laws. Indeed, the
Company already has initiated substantial additions and changes to its compliance program,
policies, and procedures. However, when necessary and appropriate, the Company agrees to adopt
new, or to modify its existing, compliance code, policies, and procedures in order to ensure that it
maintains a rigorous anti-bribery/anti-corruption compliance code, and policies and procedures
designed to detect and deter violations of anti-bribery/anti-corruption laws. At a minimum, this
should include, but not be limited to, the following elements to the extent they are not already part
of the Company’s existing compliance code, policies, and procedures:
High-Level Commitment
1.
The Company will ensure that its executives, directors, and senior management provide
strong, explicit, and visible support and commitment to its corporate policy against violations of
the anti-bribery/anti-corruption laws and its compliance code.
Policies and Procedures
2.
The Company will develop, memorialize, and promulgate a clearly articulated and visible
corporate policy against violations of all anti-bribery/anti-corruption laws.
3.
The Company will develop and promulgate compliance policies and procedures designed
to reduce the prospect of violations of the anti-bribery/anti-corruption laws and the Company’s
compliance code, and the Company will take appropriate measures to encourage and support
compliance by personnel at all levels and locations of the Company. These anti-bribery/anticorruption policies and procedures shall apply to all executives, directors, officers, and employees
regardless of location and, when necessary and appropriate, outside parties acting on behalf of the
Company, including but not limited to, agents and intermediaries, consultants, representatives,
distributors, teaming partners, contractors and suppliers, consortia, and joint venture partners
(collectively, “agents and business partners”). It shall also apply to other current and future U.S.
affiliates of the Company. The Company shall notify all employees that compliance with the
policies and procedures is the duty of individuals at all levels of the Company. Such policies and
procedures shall address:
a.
gifts;
b.
hospitality, entertainment, and expenses;
c.
customer travel;
d.
political contributions;
e.
charitable donations and sponsorships;
f.
facilitation payments; and
g.
solicitation and extortion.

F-1

 Periodic Risk-Based Review
4.
The Company shall review its anti-bribery/anti-corruption compliance policies and
procedures no less than annually and update them as appropriate to ensure their continued
effectiveness, taking into account relevant developments in the field and evolving industry
standards.
Proper Oversight and Independence
5.
The Company will designate an officer or employee to serve as the Company’s Chief
Compliance Officer for the implementation and oversight of the Company’s anti-bribery/anticorruption compliance code, policies, and procedures, including for guidance and advice about
compliance with such code, policies, and procedures. The Chief Compliance Officer shall have
direct reporting obligations to independent monitoring bodies, including internal audit, the
Company’s Board of Directors, or any appropriate committee of the Board of Directors, and shall
have an adequate level of autonomy from management as well as sufficient resources and authority
to maintain such autonomy.
Training and Guidance
6.
The Company will implement mechanisms designed to ensure that its anti-bribery/anticorruption compliance code, policies, and procedures are effectively communicated to all
executives, directors, officers, employees, and, when necessary and appropriate, agents and
business partners. These mechanisms shall include periodic training for the following employees:
(a) all executives, directors, and officers; (b) all employees in positions of leadership or trust; (c) all
employees in positions that require such training, such as corporate, community, government and
congressional affairs, internal audit, sales, real estate, legal, compliance, and finance;
(d) employees of agents and business partners in the above positions, when necessary and
appropriate. The Company will also require that all people in the above-described categories
annually certify that they have received the necessary training and have complied with the law and
the Company’s anti-bribery/anti-corruption compliance code, policies, and procedures.
Internal Reporting and Investigation
7.
The Company will maintain, or when necessary establish, an effective system for internal
reporting and, when possible, confidential reporting by, executives, directors, officers, employees,
and, when appropriate, agents and business partners concerning violations of the anti-bribery/anticorruption laws or the Company’s anti-bribery/anti-corruption compliance code, policies, and
procedures. The Company will maintain, or when necessary establish, mechanisms to prevent any
personnel action from being taken against any individual making such a report.
8.
The Company will maintain, or when necessary establish, an effective and reliable process
with sufficient resources for responding to, investigating, and documenting allegations of
violations of the anti-bribery/anti-corruption laws or the Company’s anti-bribery/anti-corruption
compliance code, policies, and procedures.
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 Enforcement and Discipline
9.
The Company will implement mechanisms designed to effectively enforce its compliance
code, policies, and procedures, including appropriately incentivizing compliance, disciplining
violations, and re-assessing its compliance code, policies, and procedures to identify modifications
necessary to ensure that the overall anti-bribery/anti-corruption compliance program is effective.
Such procedures should be applied consistently and fairly, regardless of the position held by, or
perceived importance of, the executive, director, officer, or employee. The Company shall
implement procedures to ensure that, when misconduct is discovered, reasonable steps are taken
to remedy the harm resulting from such misconduct and to ensure that appropriate steps are taken
to prevent further similar misconduct.
Third-Party Relationships
10.
The Company will institute risk-based due diligence and compliance requirements
pertaining to the retention and oversight of agents and business partners, including:
a.
b.
c.

conducting properly documented due diligence pertaining to the hiring, and appropriate
and regular oversight of, agents and business partners;
informing agents and business partners of The Company’s commitment to abiding by
anti-bribery/anti-corruption laws, and of The Company’s anti-bribery/anti-corruption
compliance code, policies, and procedures; and
seeking a reciprocal commitment from agents and business partners.

11.
When necessary and appropriate, the Company will include standard provisions in
agreements, contracts, and renewals thereof with all agents and business partners that are
reasonably calculated to prevent violations of the anti-corruption laws, which may, depending
upon the circumstances, include: (a) representations and undertakings relating to compliance with
the anti-bribery/anti-corruption laws; (b) rights to conduct audits of the books and records of the
agent or business partner to ensure compliance with the foregoing; and (c) rights to terminate an
agent or business partner as a result of any breach of the anti-bribery/anti-corruption laws, the
Company’s compliance code, policies, or procedures, or the representations and undertakings
related to such matters.
Mergers and Acquisitions
12.
The Company will develop and implement policies and procedures for mergers and
acquisitions requiring that the Company conduct appropriate risk-based due diligence on potential
new business entities, including appropriate anti-bribery/anti-corruption due diligence by legal,
accounting, and compliance personnel. If the Company discovers any corrupt benefits of any kind
or inadequate compliance processes as part of its due diligence of newly acquired entities or
entities merged with the Company, it shall report such conduct to the United States Attorney’s
Office for the Central District of California.
13.
The Company will ensure that the Company’s compliance code, policies, and procedures
regarding the anti-bribery/anti-corruption laws apply as quickly as practicable to newly acquired
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 businesses or entities merged with the Company and will promptly train the executives, directors,
officers, employees, agents, and business partners consistent with Paragraph 6.

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