Anti-Money Laundering / Governmental Foreign Sanctions Policy & Compliance Guide

« Back to Canada Handbook

Effective July 26th, 2016

Superior Industries, Inc. (including its subsidiaries, business units and affiliates, the “Company”) requires strict compliance with all applicable laws and regulations relating to financial dealings with overseas companies. In that regard, the Company requires and expects its employees, agents and those with whom it deals fully to comply with all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or (c) other relevant sanctions authority (collectively, the “Governmental Foreign Sanctions”).

OFAC, and other Governmental Foreign Sanctions, prohibit a broad range of unlawful transactions and other dealings in which U.S. persons may not engage (unless exempt or authorized by OFAC). The Company will not tolerate any commerce with terrorists, drug dealers, money launderers and similar persons, and it is the responsibility of each employee to ensure that the Company not knowingly or recklessly aid others in violation of these laws. The Company does so by taking steps to know our customers, to be diligent in identifying “red flags” of irregularity, by observing all applicable Governmental Foreign Sanctions, and by reporting any suspicious behavior. We set forth below the steps all personnel should take to ensure compliance to the extent possible.

This Anti-Money Laundering/Governmental Foreign Sanctions Policy & Compliance Guide (the “Policy”) is intended to be supplemented by training of the Company’s employees. Willful or grossly negligent failure of a Company employee or agent to follow this Policy and such additional procedures as shall be issued to implement this Policy may be grounds for discipline, up to and including termination, and may in certain circumstances expose the employee or agent criminal prosecution, fine, and/or imprisonment.

1. Know Your Customers and Vendors

When dealing with a customer or vendor, it is important that employees and agents of the Company exercise appropriate due diligence to know each customer and vendor, and to be secure that such customer or vendor is legitimate and not a money launderer. Employees and agents of the Company should know the following about each customer and vendor with whom they conduct business:

(A) The principal place of business of the customer or vendor;

(B) The countries in which the customer or vendor conducts business; and

(C) The type(s) of business in which the customer or vendor engages.

The Company should not send any funds to any country, region or territory that is subject or the target of any Governmental Foreign Sanctions (a “Sanctioned Country”) (as of the date of this Policy, Crimea, Cuba, Iran, North Korea, Sudan and Syria). The Company should also not send funds to any customer or vendor that is a Sanctioned Person. A “Sanctioned Person” is any of the following persons:

(A) any person listed in any Sanctions-related list of designated persons maintained by OFAC, the U.S. Department of State or by the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority;

(B) any person operating, organized or resident in a Sanctioned Country; or

(C) Any person owned or controlled by any such person described in the clauses (A) or (B).

Each Company employee and agent should be aware of the Sanctioned Countries and Sanctioned Persons to ensure that no funds are paid to any Sanctioned Country or Sanctioned Person and that the Company does not do business with any such country or person. A list of the Sanctioned Countries and Sanctioned Persons can be obtained by contacting the Company’s Chief Financial Officer. Customer and vendor names should be cleared with the Chief Financial Officer.

2. Watch for Red Flags

Company employees and agents must remain diligent in being aware of indications that the party with whom they are dealing might be a terrorist, drug trafficker, or money launderer. If any of the following occurs, or anything else that seems out of the ordinary and reason for concern, a Company employee or agent should immediately report the matter to the Chief Financial Officer:

(A) Where the Company ships products to a foreign country, payment in connection with such transaction should come from funds originating from (i) the country to which the goods are shipped, or (ii) the country where the customer has its principal place of business, unless the customer has a good reason for us to do otherwise.

(B) Where we buy supplies from a vendor in a foreign country, the Company should direct its payment to that country unless the vendor has offices in another country (to which we make payment) or a good reason to do otherwise.

(C) Payment for sales to customers should come only from the customer itself and not from some third party. Similarly, the Company should pay vendors directly and not direct payments to third parties.

(D) No one should allow any customer or vendor to (i) operate under the Company’s name; (ii) cause or conduct financial transactions using the Company’s bank accounts; or (iii) conduct business pursuant to a license issued to the Company.

(E) The Company shall not open bank accounts for third parties under the Company’s name or otherwise.

(F) The Company should not be conducting large transactions in cash (currency) unless there is a necessary reason for it.

(G) No customer or vendor should offer to give any Company employee or agent something of substantial value.

Should a customer or vendor engage or request the Company to engage in any of the foregoing, or act in any other suspicious manner, the Company employee or agent should not do the prohibited act and immediately report the matter to their superior or the Company’s Chief Financial Officer.

3. Compliance with Laws.

(A) The Company and its employees and agents are required to comply with all applicable laws and regulations in every country in which the Company does business, including all Foreign Governmental Sanctions and the cash-reporting requirements of OFAC. Where transactions are made in whole or in part with currency, the Company must file IRS Form 8300s and any other required cash reporting documents. In the event of a cash transaction, each Company employee or agent involved in such transaction must contact his or her superior or the Company’s Chief Financial Officer and provide any requested efforts to file the proper forms to comply with any cash-reporting requirements.

(B) The Company, through its employees and agents, must keep and maintain records for all transactions (sales and purchases) involving the shipment to or receipt from foreign countries and/or international transfers of funds (both sent and received) for five years. This should also include any documents generated in the course of the know-your-customer/vendor efforts described above.

4. Report Suspicious Activity

If a Company employee or agent sees any of the red flags discussed above, or if he or she has any reason to suspect that a customer or a vendor is involved in some wrongdoing or behaving in a suspicious manner, such employee or agent must immediately report the matter to his or her superior or the Company’s Chief Financial Officer. The Company and its employees and agents can be held liable if the Company enters into transactions where there is reason to believe that the counter party is affiliated with or does business with terrorists, drug dealers, or money launderers.