Legal Framework

Anti-Bribery & Corruption Policy

Last Modified: June 17, 2026

Introduction

PMG Consulting (hereafter referred to as PMG) maintains a zero-tolerance position on bribery and corruption in all its forms. This policy reflects PMG's unconditional commitment to conducting its business with integrity, transparency, and full compliance with applicable anti-bribery and anti-corruption laws across every jurisdiction in which it operates or provides advice. No business objective, client relationship, or commercial outcome justifies any departure from this commitment.

PMG operates globally and advises clients across private, public, and political sectors. This breadth of engagement creates exposure to bribery and corruption risk that must be proactively identified and managed. This policy establishes the mandatory standards of conduct applicable to all PMG personnel and third parties acting on PMG's behalf.

Scope

This policy applies to all PMG personnel as defined in L-907, including employees, contractors, consultants, embedded leaders, and executives, whether compensated by PMG or not. It additionally applies to all third parties acting on PMG's behalf, including agents, intermediaries, subcontractors, and any other person or entity engaged to represent PMG's interests in any jurisdiction.

Compliance with this policy is a mandatory condition of engagement with PMG. Where this policy intersects with PMG's Political & Government Advisory Services Policy (L-909) or Conflict of Interest & Client Segregation Policy (L-902), both policies apply and the more restrictive standard prevails.

Definitions

Term Definition
Bribery: The offering, promising, giving, accepting, or soliciting of any financial or other advantage, directly or indirectly, with the intent to improperly influence the actions or decisions of any person in a position of trust, whether in the public or private sector.
Corruption: The abuse of entrusted power for private gain, including but not limited to bribery, fraud, embezzlement, nepotism, and the misuse of discretionary authority.
Public Official: Any officer, employee, or representative of a government, government-owned or controlled entity, public international organization, political party, or candidate for public office, at any level of government in any jurisdiction.
Facilitation Payment: A payment made to a Public Official to expedite or secure the performance of a routine government action to which the payer is already legally entitled.
Gift: Any item, service, entertainment, hospitality, travel, accommodation, or other benefit of value provided to or received from any person in connection with PMG's business activities.
Third Party: Any agent, intermediary, subcontractor, joint venture partner, or other person or entity engaged by PMG to act on its behalf or in connection with a PMG engagement.
Permitted Gift: A Gift that meets all of the criteria set out in Section 4 of this policy.

1. Prohibited Conduct

1.1 PMG strictly prohibits the following conduct by all PMG personnel and third parties acting on PMG's behalf, in all jurisdictions and under all circumstances:

  1. Offering, promising, or giving a bribe to any person, whether a Public Official or a private individual, directly or through a third party;
  2. Accepting, requesting, or agreeing to accept a bribe from any person, whether a Public Official or a private individual, directly or through a third party;
  3. Making, authorizing, or facilitating any facilitation payment to any Public Official, regardless of the amount, the jurisdiction, local custom or practice, or whether such payments are customary or expected in the relevant market;
  4. Making or accepting any payment, gift, or other advantage that is contingent upon, or intended to influence, the award of a contract, the outcome of a regulatory decision, the exercise of a discretionary power, or any other business or governmental action;
  5. Using a third party as a conduit for any payment or advantage that would be prohibited if made directly by PMG;
  6. Making any corporate political contribution, in cash or in kind, to any political party, candidate, campaign, or political action committee, consistent with the prohibition set out in PMG’s Political & Government Advisory Services Policy, Section 5.

1.2 The prohibition on facilitation payments is absolute. PMG acknowledges that facilitation payments are common practice in certain jurisdictions and that refusal may cause operational inconvenience or delay. These consequences do not constitute grounds for exception. Any PMG personnel who encounter a demand for a facilitation payment must decline, document the demand in accordance with Section 6, and report it immediately to Outside Counsel via legal@askPMG.com.
1.3 The prohibitions in this section apply regardless of whether the conduct is initiated by PMG personnel or by a counterparty, and regardless of whether PMG personnel believe the conduct is expected, customary, or unlikely to be detected or prosecuted.

2. Gifts and Hospitality

2.1 PMG recognizes that reasonable gifts and hospitality are a legitimate part of professional relationships when they are transparent, proportionate, and given or received in good faith without any intent to influence business decisions. All gifts and hospitality given or received in connection with PMG's business activities must comply with the standards set out in this section.
2.2 A Gift is a Permitted Gift only where all of the following conditions are met:

  1. It is not offered, given, or received with any intent to improperly influence a business decision, contract award, regulatory outcome, or any other action;
  2. It would not create a reasonable appearance of impropriety in the mind of an objective observer with full knowledge of the circumstances;
  3. It is not cash or a cash equivalent, including gift cards, vouchers, cryptocurrency, or any other instrument readily convertible to cash;
  4. It is consistent with applicable law in the relevant jurisdiction;
  5. Its value does not exceed USD $100 per instance, assessed at the time of giving or receipt regardless of the currency in which it is denominated or the jurisdiction in which it occurs. Gifts below this threshold are not required to be logged under Section 2.3, unless they are given to or received from a Public Official, in which case the logging requirement and pre-approval standard in Sections 2.3 and 2.5 apply regardless of value.

2.3 All gifts and hospitality given or received by PMG personnel in connection with PMG's business activities with a value at or above USD $100 per instance must be disclosed and recorded in PMG's gifts and hospitality register, maintained by the Ethics Officer. Gifts and hospitality given to or received from Public Officials must be logged regardless of value. Each entry must include the following information:

  1. The name and role of the PMG personnel giving or receiving the gift;
  2. The name, organization, and role of the counterparty;
  3. A description of the gift or hospitality and its estimated value in USD;
  4. The date and business context;
  5. Confirmation that the gift meets the Permitted Gift criteria in Section 2.2, or in the case of a Public Official gift, confirmation that pre-approval was obtained in accordance with Section 2.5.

Disclosure and logging must be completed within five (5) business days of the gift or hospitality being given or received.

2.4 Disclosure and logging must be completed within five (5) business days of the gift or hospitality being given or received. The Ethics Officer shall review the register periodically and shall flag any entries that raise concerns for assessment in accordance with Section 5.
2.5 Gifts and hospitality involving Public Officials are subject to heightened scrutiny and are governed by the following standards.

  1. Pre-approval requirement: PMG personnel must obtain pre-approval from Outside Counsel via legal@askPMG.com before offering any gift or hospitality to a Public Official, regardless of value, unless the proposed gift or hospitality meets the Reasonable Official Hospitality standard defined in paragraph (b) below.
  2. Reasonable Official Hospitality: The following category of hospitality does not require individual pre-approval, provided it is logged in accordance with Section 2.3: hospitality that consists of a standard business meal or refreshment that a reasonable professional would consider normal in the context of the engagement, and whose value and nature would not cause a reasonable observer with full knowledge of the circumstances to question PMG's impartiality or the independence of the Public Official. For the avoidance of doubt, lavish meals, entertainment, travel, accommodation, or any hospitality that could be characterized as a personal benefit beyond a routine professional courtesy do not fall within this category and require pre-approval regardless of value.
  3. Outside Counsel response time: Outside Counsel shall use reasonable efforts to respond to pre-approval requests under this section within forty-eight (48) hours of receipt. Where no response is received within forty-eight (48) hours, the requesting personnel member shall send a follow-up to legal@askPMG.com marked urgent. Where no response is received within a further twenty-four (24) hours, the personnel member shall treat the absence of approval as a direction to refrain from the proposed gift or hospitality until approval is confirmed. Under no circumstances may the absence of a response be treated as implied approval.
  4. Logging: All gifts and hospitality given to or received from Public Officials must be logged in the gifts and hospitality register regardless of value, including hospitality that falls within the Reasonable Official Hospitality standard in paragraph (b).

Given PMG's government-facing engagements as described in PMG’s Political & Government Advisory Services Policy, this section applies to all personnel assigned to government or political client engagements for the duration of those engagements.

2.6 PMG personnel must never offer, give, or accept a gift or hospitality during an active procurement process, tender, or bid evaluation in which the counterparty is involved, regardless of value or intent.

3. Facilitation Payments

3.1 Facilitation payments are strictly prohibited in all circumstances, regardless of jurisdiction, amount, local practice, or business necessity. This prohibition applies to direct payments and to payments made through third parties, agents, or intermediaries.
3.2 PMG acknowledges that personnel operating in certain jurisdictions may encounter situations where facilitation payments are demanded or expected by Public Officials. In such circumstances, PMG personnel must:

  1. Decline to make the payment;
  2. Clearly communicate that PMG's policy prohibits such payments;
  3. Document the demand in writing, including the identity of the official where known, the nature of the demand, the amount requested, and the date and context;
  4. Report the demand to legal@askPMG.com as soon as practicable.

3.3 PMG will support personnel who, acting in good faith and in compliance with this policy, experience delays, inconvenience, or adverse consequences as a result of refusing to make a facilitation payment. Such consequences do not constitute grounds for disciplinary action against the refusing personnel member.

4. Third Parties

4.1 PMG recognizes that bribery and corruption risk is heightened when third parties act on PMG's behalf, particularly in jurisdictions with elevated corruption risk. PMG may be legally liable for the corrupt conduct of third parties acting in connection with PMG engagements, regardless of PMG's direct knowledge or involvement.
4.2 All third parties engaged to act on PMG's behalf must, prior to engagement, provide PMG with a written certification confirming that:

  1. They have not been convicted of, or are not under investigation for, any bribery, corruption, or related offence in any jurisdiction;
  2. They will not engage in any conduct that would constitute a violation of this policy or of applicable anti-bribery and anti-corruption law in connection with their work for PMG;
  3. They will promptly disclose to PMG any demand, offer, or payment of a bribe or facilitation payment encountered in connection with their work for PMG.

4.3 All agreements with third parties acting on PMG's behalf must include contractual anti-bribery obligations consistent with the standards in this policy, and must provide PMG with the right to terminate the agreement immediately upon any breach or suspected breach of those obligations.
4.4 Upon receipt of the third party certification described in Section 4.2, PMG's obligation with respect to that third party's subsequent conduct is discharged, provided that PMG had no actual knowledge of, and did not authorize or facilitate, any prohibited conduct by that third party. PMG takes no further responsibility for the independent conduct of third parties beyond the certification and contractual obligations described in this section.

5. Government and Public Sector Engagements

5.1 All engagements with government or public sector clients are subject to the enhanced due diligence and pre-approval requirements set out in L-909. For the purposes of this policy, those requirements are supplemented as follows.
5.2 PMG personnel engaged on government or public sector mandates must be particularly vigilant to the risk that gifts, hospitality, or other advantages offered or received in that context could constitute bribery of a Public Official under applicable law. The heightened gift and hospitality standard in Section 2.5 applies to all such personnel for the duration of their government-facing engagement.
5.3 PMG personnel must never make representations, promises, or offers of future employment, consulting arrangements, or other personal benefits to any Public Official in connection with an active or prospective PMG engagement.
5.4 Where PMG personnel are uncertain whether a proposed payment, gift, or other action in connection with a government engagement is permissible under this policy or applicable law, they must seek guidance from Outside Counsel via legal@askPMG.com before proceeding. In cases of uncertainty, the default position is to refrain from the proposed action.

6. Recording and Reporting Obligations

6.1 PMG is committed to maintaining accurate books, records, and accounts that fairly reflect all transactions and disposals of assets. No PMG personnel may create, authorize, or permit false, misleading, or incomplete entries in PMG's financial records for any purpose, including the concealment of a bribe or facilitation payment.
6.2 PMG personnel must promptly report the following to Outside Counsel via legal@askPMG.com:

  1. Any demand, offer, or payment of a bribe or facilitation payment encountered in connection with PMG's business activities, whether involving PMG personnel or a third party;
  2. Any gift or hospitality that the personnel member is uncertain meets the Permitted Gift criteria in Section 2.2;
  3. Any suspicion that a PMG personnel member or third party has engaged in or is planning to engage in conduct that would violate this policy.

6.3 Reports made under this section in good faith are protected from retaliation in accordance with PMG's Whistleblower & Speak-Up Policy (L-915). The good faith standard and non-retaliation protections set out in L-915 apply in full to reports made under this section.
6.4 Where a report under this section involves conduct that may constitute a criminal offence, Outside Counsel shall assess whether PMG has an obligation to report the matter to law enforcement or a regulatory authority in the relevant jurisdiction and shall advise PMG accordingly.

7. Consequences of Violation

7.1 Any PMG personnel found to have violated this policy shall be subject to the following consequences:

  1. Immediate termination of employment or engagement for cause;
  2. Recovery by PMG of all legal costs and expenses incurred in investigating the violation and enforcing its rights under this policy, to be borne by the violating party;
  3. Referral to law enforcement or relevant regulatory authorities where the conduct constitutes or may constitute a criminal offence under applicable law in any relevant jurisdiction.

7.2 Any third party found to have violated the anti-bribery obligations in their agreement with PMG shall be subject to immediate termination of their engagement and shall bear all legal costs incurred by PMG in connection with the violation. Where the third party's conduct exposes PMG to legal liability, PMG reserves the right to seek full indemnification from that third party.
7.3 The consequences set out in this section are without prejudice to any other rights or remedies available to PMG under applicable law or under any other PMG policy.

8. Applicable Law

8.1 PMG's global operations create exposure to anti-bribery and anti-corruption legislation across multiple jurisdictions. This policy is designed to meet or exceed the standards of the following primary legislative frameworks:

​​Canada

  1. The Corruption of Foreign Public Officials Act (CFPOA), which prohibits bribing foreign public officials to obtain or retain a business advantage;
  2. The Criminal Code of Canada, Part IV (Corruption and Disobedience), which governs domestic bribery of public officials and secret commissions in the private sector.

United States

  1. The Foreign Corrupt Practices Act (FCPA), which prohibits bribing foreign government officials and imposes books and records obligations on covered entities;
  2. The Travel Act (18 U.S.C. § 1952), which may apply to commercial bribery in certain interstate or international contexts.

United Kingdom

  1. The UK Bribery Act 2010, which prohibits active and passive bribery in both the public and private sectors and imposes a strict liability corporate offence for failure to prevent bribery on any commercial organisation with a UK nexus. This policy is structured to constitute adequate procedures as a defence under Section 7 of the UK Bribery Act. PMG personnel should note that the UK Bribery Act contains no facilitation payment exception, consistent with PMG's absolute prohibition in Section 3.

Europe

  1. The OECD Anti-Bribery Convention, as implemented by signatory member states across the European Union and European Economic Area;
  2. The EU Directive on Combating Corruption (2024/1226), which harmonises criminal liability for corruption offences across EU member states;
  3. Applicable national anti-bribery legislation in each European jurisdiction where PMG operates or provides advice, including but not limited to the French Sapin II Law (Loi Sapin II), which imposes compliance programme obligations on covered entities operating in or through France, and the German Act on Combating Corruption (Korruptionsbekämpfungsgesetz).

Australia

  1. The Criminal Code Act 1995 (Cth), Division 70, which prohibits bribing foreign public officials;
  2. Applicable state and territory legislation governing domestic bribery and corrupt conduct, including the Independent Commission Against Corruption Act 1988 (NSW) and equivalent legislation in other jurisdictions;
  3. The forthcoming Commonwealth Failure to Prevent Foreign Bribery offence, introduced by the Crimes Legislation Amendment (Combating Foreign Bribery) Act 2024, which imposes corporate liability for failure to prevent foreign bribery by associates, consistent with the UK Bribery Act model.

South Africa

  1. The Prevention and Combating of Corrupt Activities Act 12 of 2004 (PRECCA), which creates broad offences covering bribery of public officials and private sector corruption, and imposes a duty on persons in positions of authority to report corrupt transactions.

Philippines

  1. Republic Act No. 3019 (Anti-Graft and Corrupt Practices Act), which governs corrupt conduct by public officials;
  2. Republic Act No. 6713 (Code of Conduct and Ethical Standards for Public Officials and Employees), which governs the receipt of gifts and benefits by government personnel and is directly relevant to PMG's gift and hospitality obligations in Section 2.5 when engaging with Philippine government clients or officials.

Hong Kong

  1. The Prevention of Bribery Ordinance (Cap. 201), which creates broad offences covering bribery of public servants and, notably, private sector bribery, including the solicitation or acceptance of advantages by agents without their principal's permission. PMG personnel should note that Hong Kong's definition of prohibited advantage is broad and that the private sector provisions apply to commercial relationships as well as government interactions.

Japan

  1. The Unfair Competition Prevention Act (不正競争防止法), which prohibits the provision of benefits to foreign public officials in connection with international commercial transactions;
  2. The Penal Code of Japan, which governs domestic bribery of public officials;

An operational note for PMG personnel operating in Japan: gift-giving is deeply embedded in Japanese business culture. Notwithstanding local custom, the gift and hospitality standards in Section 2 of this policy apply in full in Japan. Where culturally expected gift exchanges arise, personnel must apply the Permitted Gift criteria and logging requirements in Section 2.2 and 2.3 without exception.

8.2 Where local law in a jurisdiction imposes a stricter standard than this policy, the local law standard applies. Where this policy imposes a stricter standard than local law, this policy applies. The absolute prohibition on facilitation payments in Section 3 applies in all jurisdictions listed above without exception, including those where facilitation payments may not be explicitly prohibited under local law.
8.3 PMG personnel operating in any of the jurisdictions listed in this section, or in any jurisdiction not listed above, who are uncertain of their obligations under local law must seek guidance from Outside Counsel via legal@askPMG.com before proceeding. Outside Counsel retains responsibility for monitoring material changes to anti-bribery and anti-corruption legislation across PMG's operating jurisdictions and for advising PMG when this policy requires amendment as a result.

9. Policy Governance and Cross-References

9.1 This policy is administered by PMG's Outside Counsel in consultation with the Ethics Officer. Questions regarding the interpretation or application of this policy should be directed to legal@askPMG.com.
9.2 This policy should be read alongside the following PMG policies, each of which addresses related areas of conduct:

  1. Conflict of Interest & Client Segregation Policy, which governs situations where gifts, hospitality, or third party relationships may create conflicts of interest;
  2. Political & Government Advisory Services Policy, which governs enhanced due diligence and compliance obligations for government-facing engagements;
  3. Whistleblower & Speak-Up Policy, which governs the reporting of concerns about conduct that may violate this policy and provides non-retaliation protections for reporters;
  4. Expense & Procurement Policy, which governs the approval and recording of business expenditures, including gifts and hospitality. Where this policy imposes additional controls on expenditures covered by this policy, both policies apply.

9.3 PMG reserves the right to amend this policy at any time. Material amendments will be communicated to all PMG personnel and to third parties operating under active PMG engagements at the time of amendment.

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