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Anti-corruption Code of Conduct

As stated in our Principles of Action, we are committed to ensuring that we conduct business in accordance with the highest professional and ethical standards and in full compliance with all applicable legal requirements.

Due to the Group's expansion into new territories as well as the strengthening of legal obligations in many countries, this Anti-Corruption Code of Conduct has been implemented to enable employees to become familiar with basic anti-corruption principles and to remind them of the behaviours for complying with these principles. This Code applies not only to all our executives and employees but also to all intermediaries acting on our behalf.

Failure to comply with this Code may result in serious legal and financial consequences as well as having a long-term negative effect on the Group's image. It is thus essential to comply with these recommendations.

What constitutes corruption?

Anti-corruption laws are designed to prohibit payments for improper purposes.

Typically payments involve cash but also includes anything that may be of value for the receiving party, for example, excessively-priced gifts, trips, meals etc. The simple act of offering or promising something of value is improper if it is done with the intention of obtaining or retaining an undue business advantage.

An undue business advantage means anything that improperly favours the company's business activity (improperly obtaining or retaining a contract, payments to a tax or customs official to avoid complying with laws or to avoid penalties, etc.).


Parties concerned by corruption

The persons or bodies concerned by these illegal payments are typically government officials but may also be private individuals such as clients, suppliers or partners.

These illegal payments may also be made indirectly by third parties, in particular sales representatives acting as intermediaries. A company may be held strictly liable for corrupt payments made by its intermediaries, even if it was unaware of these payments being made on its behalf .

Finally, it should be recalled that it is also illegal for Air Liquide employees to receive undue payments or advantages of any kind.


Preventive measures and precautions

Specific measures must be applied when selecting and working with intermediaries.

Because intermediaries are a recognised corruption risk, the company has a mandatory procedure which must be followed before an intermediary can be appointed. The procedure requires the company to check the reputation of the proposed intermediary and to analyse and address any compliance concerns which may come to light. No contract shall be concluded with a third party until these checks have been satisfactorily completed.  Requests to appoint an intermediary must be addressed in the first instance to the Legal Vice President and/or the Director of Corporate Governance.

Payments must not be made to intermediaries unless these payments are legal, they comply with the terms of a contract and are made following delivery of a proper invoice. No payment is made without appropriate documentation, in particular, evidence of the work performed. Receipts must be provided for reimbursable expenses. Payments must never be made in cash.


The specific cases of partnerships, mergers and acquisitions

Air Liquide may also be held liable for the actions of its partners within partnerships and may be liable in the context of mergers and acquisitions under successor liability , including for acts of corruption prior to the acquisition.

In addition, Air Liquide may be deemed liable if it accepts improper deal structuresdesigned to hide or disguise acts of corruption. It is therefore essential to conduct athorough investigation into the reputation and business practices of all target companies in the context of an intended merger or acquisition and all potential partners, to incorporate appropriate warranties in acquisition or partnership contractual documents and to avoid deal structures founded on inappropriate schemes.

Payments requiring particular attention

Small gifts or advantages (business meals, promotional products, reimbursement of travel expenses, etc.) are permitted so long as they are reasonably priced and not designed to obtain or retain an improper business advantage.

Employees must comply with the Gifts and Invitations Policy before giving or offering gifts or hospitality to a third party.  Staff are expected to be acquainted with this policy.  Before offering a gift or hospitality, it is necessary to obtain pre-authorisation.

In some countries staff will be asked to make a small payment to a public official in order to facilitate or speed-up an administrative process.  These are known as facilitation payments, or sometimes ‘grease’ or ‘speed’ payments. Examples include a payment to clear goods through customs, or to obtain a permit.  They are a form of corruption and it is strictly forbidden for any employee to pay them.  

In certain countries or regions of the world, staff may be asked to make "personal safety payments".  These are payments that are made to avoid imminent bodily or physical harm or detention which is not in accordance with local law. Staff should only make these payments if they have a genuine fear that their safety or liberty is threatened.

With regard to contributions to political parties, Air Liquide has always maintained a neutral position concerning parties or candidates and refuses to pay such contributions except in very specific situations when duly approved and permitted by local law.

In the case of charitable donations, it is important to ensure the quality, reputation, or purpose of the charity. Moreover, donations should only be made in situations where they cannot be interpreted as an attempt to obtain an undue advantage. They must never be made to individuals nor paid in cash.


Application of the Code

Compliance with this Code is compulsory. Where an employee becomes aware of an actual or suspected breach of the Code a report can be made.

Any employee who needs help with any of the topics presented in this Anti-corruption Code of Conduct may first contact his manager, who will provide assistance.

Compliance with this Code is mandatory.  An employee who is alleged to have breached the Code will be subject to disciplinary action in accordance with internal procedures and the requirements of local labour law.  In the event that the allegation is substantiated, the company will impose such sanction as deemed appropriate in the circumstances, including dismissal.   

The company reserves the right to bring a civil claim for damages against an employee where, as a result of the breach, the company has suffered loss.

If an employee who has witnessed or suspects a breach of this Code is encouraged to report it to their immediate supervisor, the Human Resources Department or the Group Ethics Officer.  Alternatively, an employee may report it through EthiCall, Air Liquide’s dedicated ethics alert system.  Reports will be handled with integrity, confidentiality and in compliance with applicable laws and regulations.  An employee who makes a report in good faith will not be subject to any disciplinary measures or retaliation by the company.

If an employee requires any assistance in complying with this Code, they can see the assistance of their local legal department, the Group Ethics Officer or the Director of Corporate Governance.