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ANTI-CORRUPTION QUESTIONNAIRE Annexe 1 COMPLIANCE PROGRAM E&P QUALIFICATION PHASE

1. Information to be provided by the contractor :

The following questions and definitions should be inserted in the Qualification Dossier in a specific section dedicated to Compliance issues :

Describe the policies and procedures that your company has adopted and implemented and the other actions that your company has taken to prevent bribery and other forms of corruption -- in particular, the bribery of Public Officials. ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ________________________________________________________________________________

Has your company or any officers, directors or owners of your company been a target of a criminal investigation or proceeding during the past five years involving allegations relating to the bribery private sector or to bribery of any Public Official, misleading record keeping or financial control deficiencies? ANSWER: Yes ___ No ___

If Yes, please describe the allegations that were made, how the allegations were resolved or, if not resolved, the current status of the investigation or proceeding (attach additional pages as needed). ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ _______________________________________________________________________________ 2. Notice of Disclosure

The following Notice of Disclosure should be added in the Dossier, signed by the contractor and returned to Company: Notice of disclosure

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The information disclosed herein is collected by Total SA considering our potential business relationship. Any failure to provide complete answers to all the questions could delay or exclude your company from the bidders list or short list on this contract. Further, the provision of incorrect or misleading information may prevent our establishing a business relationship with your firm. Total SA will use such information, and may share it with other Affiliates and their co-venturers (as well as their concerned Affiliates, and/or designated anti-corruption consultant or expert), in order to identify any possible exposure under any applicable anti-bribery laws. Total SA, as well as any Affiliate, receiving and processing this information is expected to do so for the purpose described here above and they will protect such data consistently with applicable policies and laws. In consideration thereof, any person has the right to access and/or modify any information related to such person by addressing the request at Total SA. By signing this document, the undersigned, being duly authorized to respond to this questionnaire: a) declares that it has, or has obtained from the relevant person, the proper authority and right to disclose such information; and b) consents to the processing of such information for the purpose described in this notice; and c) acknowledges that the processing of such information may be conducted by a third party on behalf of Total SA or may occur in another country than the country of disclosure. d) represents that the information provided in this document is correct and complete as of the date of disclosure; and e) understands that Total SA, its Affiliates and their co-venturers (as well as their concerned Affiliates) will be relying upon responses to this questionnaire and therefore will be sharing such information between and among each other in deciding whether or not to enter into a contractual arrangement and consents to such sharing (as well as with designated anti-corruption consultant or expert). For the purpose of this Notice of Disclosure, Affiliate(s) means in relation to any company, at any time, any other entity: a) in which such company directly or indirectly controls more than fifty per cent (50%) of the registered capital or rights to vote; or b) which directly or indirectly controls more than fifty per cent (50%) of the registered capital or rights to vote of such company; or c) of which an entity as mentioned in b) here above controls directly or indirectly more than fifty per cent (50%) of the registered capital or rights to vote. d) in which such company (or other legal entity) or any of its Affiliates, as defined under paragraphs (a) or (b) or (c) above, owns or controls, directly or indirectly, less than fifty percent (50%) of the outstanding stock carrying the right to vote or appoint directors at a general meeting of such company (or other legal entity) but in which said company or any of its Affiliates, as defined above, exercise a real supervision relating to the operations or the direction of such company (or other legal entity). For and on behalf of MPH Nigeria Limited Signature: ______________________________ Date: ___________________________

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Name: ______________________________

Position: ________________________

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3. Specimen of Questionnaire

A Specimen of Due Diligence Questionnaire to be filled by the contractor prior to contract award should be attached in annex of the Qualification Dossier (for information only). Annexe 2 PREVENTION OF CORRUPTION DUE DILIGENCE QUESTIONNAIRE With regard to the prevention of corruption under applicable anti- bribery laws Total E&P Nigeria Ltd (TEPNG) needs the following information to assess the appropriateness of TEPNGs entering into a business relationship with your company in relation to the USAN Project. Your cooperation in completing this questionnaire is greatly appreciated. Please attach additional sheets of paper for any answer requiring more space than is available in this questionnaire as well as any supporting documentation. 1 Full name and address of the responding company (which sometimes is referred to in the questions that follow as your company): Name: Address: Telephone: Fax: Email: 2 3 4 Year established: Registration number: ___________________________________________________________ ___________________________________________________________ ___________________________________________________________ ___________________________________________________________ ___________________________________________________________ _________________ _________________

Type of organization (sole proprietorship, partnership, corporation, etc.) and place of organization and/or registration: _____________________________________________________________________

Number of permanent employees:

_________________

Please describe the current business activities of your company:

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__________________________________________________________________________ 7 Please list the names and addresses of other companies for which your company currently is providing services or has provided services in the past five years in particular, in The Federal Republic of Nigeria _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ 8 If your shares are traded on a stock exchange, please identify such stock exchange. __________________________________________________________________________ 9 Please provide the names, of all direct or indirect owners of your company together with their ownership percentages (if your shares are traded on a stock exchange, you need only to identify shareholders holding more than a 5% equity interest). If any of your owners is a company, please provide the names of the ultimate beneficial owner(s) and any intermediate entities or persons owning an interest in that company; for sake or clarity, you may use a chart describing the pertinent corporate structure. Name Ownership Percentage

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Please list the names, nationalities and countries of residence of all officers and directors of your company. Name, Nationality and Country of Residence Position (officer, director)

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Please provide the name and position of the person(s) who will be principally responsible for the relationship with Total E&P Nigeria Ltd Name Position 5|Page

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Are any of the following individuals a Public Official (as defined at the end of this questionnaire): Any director, officer or direct or indirect owner (if your shares are traded on a stock exchange, you need to identify only shareholder having more than a 5% equity interest) of your company? Any Related Person (as defined at the end of this questionnaire) of any owner, officer or director of your company? Any agent of or consultant to your company in The Federal Republic of Nigeria?

ANSWER:

Yes ___

No ___

If Yes, please identify all such individuals, their position and the corresponding governments, agencies or organizations. Name Position in / Relationship to Your Company Position in Government / Agency / Organization / Political Party

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Will or may any Public Official receive a pecuniary benefit if Total E&P Nigeria Ltd executes a contract with your company? ANSWER: Yes ___ No ___

If Yes, please identify the Public Official and describe the benefit that he or she will or may receive. __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________

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Describe the policies and procedures that your company has adopted and implemented and the other actions that your company has taken to prevent bribery and other forms of corruption -- in particular, the bribery of Public Officials. __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________

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Has your company or any officers, directors or owners of your company been a target of a criminal investigation or proceeding during the past five years involving allegations relating to the bribery of private sector or to bribery of any Public Official, misleading record keeping or financial control deficiencies? ANSWER: Yes ___ No ___

If Yes, please describe the allegations that were made, how the allegations were resolved or, if not resolved, the current status of the investigation or proceeding (attach additional pages as needed). __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________ Definitions: Public Official means any person holding a legislative, administrative or judicial position or office, within or without [country], including any person [ PERSON, if defined term] who is employed by or working for a public department or agency, a public enterprise or a public international organization, an employee of a government-owned enterprise, an official of a public party or a candidate for public office. Related person means a spouse or partner of a Public Official; one of his/her children, siblings or parents; the spouse or partner of his/her children or siblings; or any household member of a Public Official. Affiliate(s) means in relation to any company, at any time, any other entity: e) in which such company directly or indirectly controls more than fifty per cent (50%) of the registered capital or rights to vote; or

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f)

which directly or indirectly controls more than fifty per cent (50%) of the registered capital or rights to vote of such company; or

g) of which an entity as mentioned in b) here above controls directly or indirectly more than fifty per cent (50%) of the registered capital or rights to vote. h) in which such company (or other legal entity) or any of its Affiliates, as defined under paragraphs (a) or (b) or (c) above, owns or controls, directly or indirectly, less than fifty percent (50%) of the outstanding stock carrying the right to vote or appoint directors at a general meeting of such company (or other legal entity) but in which said company or any of its Affiliates, as defined above, exercise a real supervision relating to the operations or the direction of such company (or other legal entity). Notice of disclosure The information disclosed herein is collected by Total E&P Nigeria Ltd considering our potential business relationship. Any failure to provide complete answers to all the questions could delay or exclude your company from the bidders list or short list on this contract. Further, the provision of incorrect or misleading information may prevent our establishing a business relationship with your firm. Total E&P Nigeria Ltd will use such information, and may share it with other Affiliates and coventurers (as well as their concerned Affiliates, and/or designated anti-corruption consultant or expert), in order to identify any possible exposure of Total E&P Nigeria Ltd under any applicable anti-bribery laws. Total E&P Nigeria Ltd, as well as any Affiliate, receiving and processing this information is expected to do so for the purpose described here above and they will protect such data consistently with applicable policies and laws. In consideration thereof, any person has the right to access and/or modify any information related to such person by addressing the request at Total E&P Nigeria Ltd. By signing this document, the undersigned, being duly authorized to respond to this questionnaire: a) declares that it has, or has obtained from the relevant person, the proper authority and right to disclose such information; and b) consents to the processing of such information for the purpose described in this notice; and

c) acknowledges that the processing of such information may be conducted by a third party on behalf of Total E&P Nigeria Ltd or may occur in another country than the country
of disclosure. d) represents that the information provided in this document is correct and complete as of the date of disclosure; and

e) understands that Total E&P Nigeria Ltd and its co-venturers (as well as their
concerned Affiliates) will be relying upon responses to this questionnaire and therefore will be sharing such information between and among each other in deciding whether or 8|Page

not to enter into a contractual arrangement and consents to such sharing (as well as with designated anti-corruption consultant or expert). For and on behalf of MPH Nigeria Limited Signature: ______________________________ Name: ________________________________ Date: ___________________________ Position: ________________________

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