Policy on Anti-Corruption

Policy on Anti-Fraud

GENERAL POLICY STATEMENT

Guided by a firm, unequivocal commitment to Integrity as one of its Core Values, the COMPANY maintains a “zero tolerance” policy towards fraud and takes all appropriate measures to prevent and detect fraud. As such, all employees, shareholders, directors, officers, consultants, vendors, contractors and other outside agencies doing business with the COMPANY are prohibited from engaging or participating in fraudulent activities and are expected to report any suspected case of fraud to the appropriate designated personnel.

PURPOSE

This Anti-Fraud Policy forms part of the Integrity Assurance Program and sets out to achieve the following:

• Promote a transparent, ethical and anti-fraud culture within the organization by declaring the COMPANY’s “zero tolerance” policy towards fraud
• Define the responsibilities for preventing, detecting, reporting and investigating fraud
• Identify the procedures to be followed in the event of fraud being detected or suspected

SCOPE

This policy applies to any fraud, or suspected fraud, whether it is completed, ongoing or attempted, involving employees, as well as officers, directors, shareholders, consultants, vendors, contractors, or outside agencies doing business with the COMPANY.

DEFINITION

• The terms “Fraud” and “Fraudulent Activity” encompass a wide range of illegal activities, misconduct or irregularities characterized by intentional, false representation or concealment of a material fact for the purpose of gaining a benefit and injuring another.
• This policy will also refer to certain actions as Fraud, though these may also be legally
  defined and/or more commonly known as Corruption.
• the COMPANY is an encompassing term that is used throughout the policy to describe the member companies under the Group.

RESPONSIBILITIES

Audit Committee

• Approves the COMPANY Fraud Policy
• Performs oversight on:
  • Implementation of this policy,
  • Management’s actions to prevent and detect fraud
  • Fraud investigations

Management

• Ensures effective and efficient implementation of this policy
• Primarily responsible for the prevention and detection of fraud by ensuring that adequate internal controls exist within their areas of responsibility, and that these controls continue to operate effectively.
• Informs the Integrity Officer of any reported fraud

Integrity Officer

• Receives, evaluates and, if necessary, initiates the investigation of
  suspected fraudulent activities
• Periodically report to the Audit Committee the significant fraud reports
  received, status of investigations performed and outcomes reached

Internal Audit

• Assist the Integrity Officer in the conduct of investigations, as required
• Provide advice and assistance on risk and control issues
• Perform periodic reviews to evaluate the effective implementation of this
  policy

All the COMPANY Officers and Employees

• Read, understand and comply with this policy
• Alert their immediate superior when they believe the opportunity for fraud exists because of poor internal controls
• Report details of (a) any perceived or actual fraud, or (b) any suspicious
  acts or events
• Assist in official investigations by making available all relevant information and by cooperating in interviews.

POLICIES

 ACTIONS CONSTITUTING FRAUD

The term “Fraud” refers to, but is not limited to the following:

• Fraudulent reporting – intentionally causing a misstatement or omission of a decision-critical information in a report (e.g., deceitful management reports, improper revenue recognition, overstatement of assets or understatement of liabilities, false credentials)
• Misappropriation of assets – stealing or misusing the company’s resources (e.g., embezzlement, check tampering, unremitted collections, payroll fraud and theft)
• Corruption – misusing one’s authority or inducing others to do so in order to improperly gain a direct or indirect benefit (e.g, giving or accepting bribes or inappropriate gifts, double dealing, under-the-table transactions, manipulating bids, extortion)
• Bribery – the promise, offering or giving, directly or indirectly, of an undue advantage or benefit to any person who directs or works, in any capacity, for a private sector entity, for the person himself or herself or for another person, in order that he or she, in breach of his or her duties, acts or refrains from acting.

REPORTING AND CONFIDENTIALITY

All employees, shareholders, directors, officers, consultants, vendors, contractors and other outside agencies doing business with the COMPANY who discover or suspect fraudulent activity are expected to report such information to the Integrity Officer.

Reports of this nature shall be covered by the COMPANY Whistleblowing and NonRetaliation Policy, including its provisions for Confidentiality and Non-retaliation, provided that it satisfies the requirements for Good Faith Disclosure.

INVESTIGATION AND RESOLUTION

The Integrity Officer has the primary responsibility for receiving, evaluating and monitoring reports of suspected fraudulent acts. After determining the validity of the report, the Integrity Officer shall initiate an investigation process following the Company Response Policy.

ADMINISTRATION/REVISION

The Integrity Officer is responsible for the administration, interpretation, and
application of this policy. The policy will be reviewed annually and revised as needed. Implementing guidelines and procedures in support of this policy may be prepared by the Integrity Officer subject to the approval of the SBU Head.

APPROVAL

This policy shall be approved by the Audit Committee upon recommendation of the Integrity Officer.

Policy on Gift and Gratuities

GENERAL POLICY STATEMENT

Guided by a firm, unequivocal commitment to Integrity as one of its Core Values, the COMPANY prohibits its employees from accepting and/or offering inappropriate gifts and gratuities that may impair or appear to impair the recipient’s objectivity and may affect their ability to properly perform their job and responsibilities. If an employee faces a situation that may involve receiving and/offering of inappropriate gifts and gratuities, the employee is required to disclose such information and seek appropriate guidance.

PURPOSE

This Gifts and Gratuities Policy forms part of the Integrity Assurance Program and sets out to achieve the following:

• To guide officers and employees in identifying and avoiding inappropriate gifts and gratuities
• To set procedures in dealing with the acceptance and offer of inappropriate gifts and gratuities

SCOPE

This policy applies to all officers and employees of the COMPANY. This also applies to gifts and gratuities accepted from, given or offered to individuals or entities outside of each company under the COMPANY.

DEFINITION

• The COMPANY is an all-encompassing term that is use throughout the policy to describe the COMPANY Group of Companies.
• Gifts includes cash or cash equivalents to or from any current, former or potential vendor, customer, broker, or provider. Cash equivalents include checks, honorariums, money orders, stocks and savings bonds. Gift certificates and gift cards are not considered cash equivalents but are subject to the limitation on common business courtesies.

Gifts may also include goods or items of value whether for promotional or commercial purposes.

• Gratuities are favours or gifts, usually without any tangible form, which include any free or discounted items or services, such as meals, entertainment event tickets, golf and travel expenses, for which payment is normally required.
• Bribery is the promise, offering or giving, directly or indirectly, of an undue advantage or benefit to any person who directs or works, in any capacity, for a private sector entity, for the person himself or herself or for another person, in order that he or she, in breach of his or her duties, acts or refrains from acting.
• Kickback is a form of negotiated bribery in which a commission is paid to the bribe-taker for services rendered.

RESPONSIBILITIES

Audit Committee

• Approves the COMPANY Gifts and Gratuities Policy • Performs oversight on:
  o Implementation of this policy
  o Management’s actions to resolves cases of inappropriate gifts and gratuities

Management

• Ensures effective and efficient implementation of this policy
•  Receives disclosures and resolves cases of inappropriate gifts and gratuities
•  Provides guidance to employees concerning gifts and gratuities

Integrity Officer

• Receives disclosures and evaluates management’s actions to resolve cases of inappropriate gifts and gratuities
• Provides guidance to employees concerning gifts and gratuities
•  Periodically report to the Audit Committee on significant matters relating to inappropriate gifts and gratuities

Internal Audit

• Assist the Integrity Officer in the conduct of investigations, as required
•  Provide advice and assistance on risk and control issues
•  Perform periodic reviews to evaluate the effective implementation of this policy

All the Officers and Employees

• Read, understand and comply with this policy
• Disclose any inappropriate gifts and gratuities to immediate superior and Integrity Officer
• Seek appropriate guidance in case of inappropriate gifts and gratuities
• Report details of observed inappropriate gifts and gratuities

POLICIES AND PROCEDURES
A. General Policy

A.1. Cash Gifts
Accepting, offering or giving of any amount cash as a form of gift is prohibited.

A.2. Gifts and Gratuities
Accepting, offering or giving of gift and gratuities is prohibited if it is (a) beyond nominal value and (b) offered, given or accepted in exchange for an official act or an act under the employee’s official responsibilities.

All gifts and gratuities worth beyond the nominal value which are offered to the employees must be disclosed to the immediate superior, with a copy furnished to the Integrity Officer, and is subject to the discretion of the immediate superior whether this will be accepted, donated or declined.

 A.3. Loans
All loans acquired from related parties should be properly disclosed with the following information:

• Related party involved
• Amount of Loan
• Interest Rate
• Term
• Other pertinent information

A.4. Other Prohibitions
No employee shall offer to or accept from any gifts taking the form of any of the following, whatever the value involved:

• Cash
• Bribes
• Kickbacks
• Similar monetary advantages
  Likewise, any attempt or offer of the above must be disclosed to the immediate superior.

Disclosure

B.1. Disclosure Process

Officers and employees are required to disclose to their immediate superior via email as described above within 30 days upon accepting or offering of gifts and gratuities.

The information provided must be accurate and may have a direct bearing on the individual’s employment status with the COMPANY.

All disclosures shall be submitted to the Immediate Superior with a copy furnished to the Integrity Officer.

B.2. Resolution Process

The immediate superior reviews the disclosure and discusses with the employee whether to accept, donate or decline.

B.3. Evaluation by the Integrity Officer

All disclosures on gifts and gratuities shall also be evaluated by the Integrity Officer.

In case the Integrity Officer disagrees with the immediate superior’s resolution, he will discuss with the latter to settle the matter. The decision of the Integrity Officer shall be final.

Administration and Revision

The Integrity Officer is responsible for the administration, interpretation, and application of this policy. The policy will be reviewed annually and revised as needed.

Implementing guidelines and procedures in support of this policy may be prepared by the Integrity Officer subject to the approval of the SBU Head.

Approval

This policy shall be approved by the Audit Committee upon the recommendation of the Integrity Officer.