OCS Anti- Bribery and Anti-Corruption Policy

Note: This policy supersedes any other prior policies on this subject.

1. INTRODUCTION
   
   
   1. OCS Services Limited and its subsidiaries (collectively, the “Group” and each a “Group company”) are fully committed to conducting business with integrity, consistent with the highest ethical standards, and in compliance with all applicable laws and regulatory requirements for the prevention of corruption and bribery.
   2. Corrupt practices may subject a Group company, as well as the relevant individuals involved, to potential criminal and civil liabilities. Corrupt practices may also adversely affect the reputation of the Group as well as the confidence held by stakeholders, including our shareholders, customers and business partners in our commitment to act professionally, fairly and with integrity in all our business dealings and relationships.
   3. This Anti-Bribery and Anti-Corruption Policy (“Policy”) applies to all employees, officers and directors of the Group (“Employees”) as the Group firmly believes that the proper actions and conduct of all Group companies and Employees are essential to maintaining these standards. In addition, the representatives, service providers, suppliers, vendors, contractors, agents, and any other entity performing services for or on behalf of the Group and their respective employees, officers and directors (each, an “Associated Person”) are expected to comply with this Policy and comply with applicable laws relating to matters set out in this Policy.
   4. This Policy should be read in conjunction with the OCS Code of Conduct and the OCS Whistle-Blowing Policy (each as may be amended from time to time).
   5. This Policy does not and cannot reasonably cover every situation that an Employee/ Associated Person may face in the course of their employment/ engagement with the Group or other association with the Group. In case of any doubt as to how the Employee/ Associated Person should apply any of the provisions of this Policy, they are strongly encouraged to seek guidance from their supervising officer (as may be applicable), or the Group company’s Compliance Officer, Chief Financial Officer, senior management, or, where appropriate, board of directors.
   
   
2. STATEMENT OF POLICY
   
   
   1. No Employee or Associated Person shall, directly or indirectly, (i) offer; (ii) promise; (iii) agree to pay; (iv) authorize payment of; (v) pay; (vi) give; (vii) accept; or (viii) solicit, any bribes, kickbacks, a financial advantage, or any other benefit, whether in cash or in kind, tangible or intangible (“Items of Value”) to or from any third party in order to secure or reward an improper benefit or improper performance of a function or activity.
   2. Examples of Items of Value include gifts, meals, entertainment, airline tickets or discounts, travel vouchers, offers of employment or charitable contributions. These can also include so-called “facilitation payments,” which are routine payments typically made to Government Officials to expedite or secure a service or routine action.
   3. Items of Value are not permitted to be given or received at any time, whether to or from a Government Official[1] or an employee of a non-governmental business or entity, or whether they are given by another person or entity on behalf of the Group or the Employee.
   4. The giving or receiving of Items of Value in any form and for any corrupt purpose is an offence under the U.K. Bribery Act 2010 (“UKBA”), the U.S. Foreign Corrupt Practices Act (“FCPA”), as well as local anti-corruption and anti-bribery laws of the countries of operation, whether or not the benefit or effect of such prohibited payment or offers is enjoyed by the person giving or receiving the same or by some other person.
   5. The bribery offence may be established notwithstanding that the person was not able to complete the corrupt act requested or to put the corrupt intention into action.
   6. Employees and Associated Persons should avoid any conduct that creates even the appearance of improper activity or conduct.
   7. Violations can have severe consequences for the Group, the Employees and/ or Associated Persons, including criminal and civil penalties. Any Employee or Associated Person found to have engaged in prohibited conduct or ignored suspicious activity may face disciplinary action, including termination of employment or contract and/or referral to appropriate law enforcement authorities.
   
   
3. REPORTING ACTUAL OR SUSPECTED WRONGDOING
   
   
   1. Any Employee or Associated Person who is asked to provide or is offered Items of Value in a manner that is prohibited by this Policy or suspects that another Employee, Associated Person or anyone else is engaging in conduct that this Policy prohibits, must either report the matter to their supervising officer or contact the OCS whistleblowing email id [email protected].
   2. In all circumstances, immediate reporting is essential. Prompt reporting and resolution of corruption or bribery issues can help to ensure that our businesses act in accordance with this Policy and all applicable laws
   3. Any report of suspicious conduct will be treated as confidential. No Employee or Associated Person acting in good faith will suffer adverse consequences by the Group for reporting or for refusing to engage in prohibited conduct, even if such refusal results in loss of business to the Group.
   4. No Group company will tolerate any retribution or retaliation against anyone who has, in good faith (i) sought advice regarding any conduct that may be implicated by this Policy; (ii) reported a good faith suspicion of a violation of this Policy; or (iii) refused to participate in conduct that may violate this Policy.
   
   
4. ANTI-CORRUPTION AND ANTI-BRIBERY LAWS – RISK OF CRIMINAL SANCTIONS
   
   
   1. Employees and Associated Persons must comply with applicable laws in the countries where the Group operates, including local anti-corruption and anti-bribery laws of these countries. The laws that may apply to the Group include the U.K. Bribery Act 2010 (“UKBA”), the U.S. Foreign Corrupt Practices Act (“FCPA”), as well as local anti-corruption and anti-bribery laws of countries of operation. A brief summary of the laws wherein the Group is currently operating or intends to operate are set out in Appendix 1. These laws can apply to conduct outside their countries of origin.
   2. Under these laws, the Group companies and Employees may be subject to criminal liability if an Employee or an Associated Person, directly or indirectly, offers or pays, or authorizes payment of, Items of Value in exchange for some improper advantage for himself, the Group, or any other party, whether those acts involve Government Officials or otherwise. This covers improperly providing meals, entertainment, gifts, employment and charitable donations, as well as direct cash payments. Note that “turning a blind eye” to, or ignoring, suspicious actions on the part of Employees or Associated Persons may in itself expose one to criminal liability. Please refer to Appendix 2 for a list of “red flags” to pay special attention to.
   3. It is also possible that the improper acts of third party agents or representatives can result in criminal liability for the entities for whom those representatives and agents work.
   4. Regardless of local custom or practice, it is not permissible to engage in or to condone conduct that is, or would appear to be, a violation of the laws.
   
   
5. GUIDANCE ON GIFTS, MEALS, TRAVEL AND ENTERTAINMENT
   
   
   1. Employees, including their spouse, children or any other relatives, and Associated Persons should not accept gifts from or give gifts to, whether in cash or kind, any member of the public, company or any organisation, or representative of a company or any organization, arising from their employment/ association with the Group unless it is for a justifiable and legitimate business purpose in which case the guidance set out in paragraphs 5.2 to 5.6 below shall be followed. This does not include gifts exchanged between relatives or personal friends. Employment-related gifts refer to payments or any gift in-kind such as, but not limited to, favours and preferential terms arising from their employment with a Group company. This is to avoid the appearance of improper activity.
   2. All offers of gifts must be politely but firmly declined. If this is not possible owing to local customs during festive/new year seasons, then gifts such as perishables of nominal value and those of token value of less than USD 50 (or the amount prescribed by local law, whichever is lower) may be accepted but subject to being declared to the Business Unit head and a report forwarded to the respective HR representative, and Group company’s Compliance Officer and/ or Chief Financial Officer.
   3. Some basic rules should be followed when giving a gift, or providing meals, entertainment or travel for legitimate business purpose.
      • • Do not give cash or any other cash equivalent.
        • Gifts, meals, entertainment and travel should never be offered as a means of influencing another person’s decision in relation to any Group company’s business or to gain an improper business advantage.
        • Gifts, meals and entertainment should have a justifiable and legitimate business purpose and pre-approved by the Business Head and reported to the Group company’s Compliance Officer and/ or Chief Financial Officer. Providing travel shall additionally require pre-approval of the Group company’s Compliance Officer and/ or Chief Financial Officer and shall be directly paid by the Group company to the travel service provider.
        • Gifts, meals, entertainment and travel should be of a reasonable value and should not be lavish, extravagant or out of line with country or industry norms and local laws.
        • Gifts, meals and entertainment should ordinarily not exceed a value of USD 50 per person/per event (or the amount prescribed by local law, if any, whichever is lower). Any value higher than that shall require the pre-approval of the Group company’s Compliance Officer and/ or Chief Financial Officer who shall review the justification and confirm the appropriateness of the same with due regard to this policy and any other applicable laws. Gifts should include the Group company’s logo as far as practicable.
        • Gifts, meals, entertainment and travel (that are permitted hereunder to be provided) should be given openly, and Employees and Associated Persons should never attempt to hide such activities or the circumstances surrounding the activities from anyone.
        • The Employee or Associated Person should be present at all meals and entertainment activities and such Employee or Associated Person should exercise good judgment in choosing entertainment that does not jeopardize the reputation or interests of the Group, its employees or customers.
        • The Group company should pay for the meals, entertainment and/or travel for only those invitees whose participation is directly related to and necessary for the Group company’s legitimate business purposes.
        • The Group company should not provide money to the invitees to make their own meal, entertainment or travel arrangements.
        • If travel is provided to a counterparty or potential counterparty, there should be no side trips unrelated to the promotion of the Group’s products or services.
   4. Providing gifts, meals, entertainment or travel to Government Officials in particular should be treated with extra care so as to avoid the appearance that the activity was meant to obtain special treatment by someone in a position of public trust. The guidelines set out above must be strictly complied with.
   5. Employees and Associated Persons should not solicit or accept Items of Value as an inducement to perform a service or function, or in exchange for favorable treatment. Where any party that has, or that is seeking to have, a business relationship with a Group company, offers the Employee/ Associated Person with an Item of Value, the Employee/ Associated Person must report this to the relevant Business Head and the Group company’s Compliance Officer and/ or Chief Financial Officer regardless of whether the Employee/ Associated Person can accept the Item of Value or otherwise.
   6. If the Employee/ Associated Person has any question or doubt about whether a gift, meal, entertainment or travel expense is appropriate, they must seek guidance from the relevant Business Head and the Group company’s Compliance Officer and/ or Chief Financial Officer before incurring the expense.
   
   
6. CHARITABLE AND POLITICAL CONTRIBUTIONS
   
   
   1. The Group is proud of its strong commitment to the communities in which it operates around the world. While charitable contributions are encouraged, all contributions must be made in accordance with our high ethical standards and in compliance with all applicable laws.
   2. As leaders in their communities, Government Officials, current or prospective business partners and vendors are often involved in charitable organizations and may request charitable contributions from the Group company, Employees or Associated Persons. Sometimes the request coincides with the Group company’s business interests. Other requests may not be directly related to its business, but would benefit the broader community. In any case, Employees and Associated Persons should ensure that the contribution is not an indirect way of conferring a personal benefit on a Government Official or related party, and that the contribution is not in exchange for a purchasing or other decision affecting Group’s interests.
   3. Employees and Associated Persons should not make payments, whether in cash or in kind, to political candidates, political officials or political parties for the purpose of obtaining, retaining or directing business to the Group company or any other entity. “In kind contributions” include participation in political campaigns during paid working hours and the use of administrative support, company facilities, equipment and supplies.
   4. If a current or prospective business partner, customer, Government Official, charitable organization, political candidate or party official promises or offers any benefit, or makes any threat, in connection with a charitable or political contribution request, the request should be denied and the Employee/ Associated Person should immediately report the incident to their supervising officer (as may be applicable), and the Group company’s Compliance Officer and/ or Chief Financial Officer.
   
   
7. HIRING DECISIONS
   
   
   
   1. In some cases, a current or prospective business partner, vendor, customer or Government Official may attempt to influence the hiring process by asking an Employee or Associated Person to help find a job for a relative or friend, or suggest that a relative or friend be offered an internship or similar position within the Group. In other cases, they may seek employment for themselves in anticipation of leaving a current position.
   2. Employees and Associated Persons must take special care to ensure that hiring decisions should not be part of any decision related to Group company business transactions. Offers of employment should not be given in exchange for or to reward any benefit received by the Group company, and Employees should not offer employment in order to seek any advantage in any business negotiation. All decisions on hiring and internship placements should be based on the qualifications, quality and experience of the candidate and the needs of the Group company concerned. The Group company’s hiring process should be followed at all times providing equal opportunities to all potential candidates.
   3. If anyone offers to give a benefit to the Group company in exchange for the company’s hiring of a suggested person, or if they threaten to take adverse action if the suggested person is not hired, the suggested person cannot not be hired. In such cases, the Employee/ Associated Person should report the incident to their supervising officer (as may be applicable), and the Group company’s Compliance Officer and/ or Chief Financial Officer.
   
   
8. WORKING WITH ASSOCIATED PERSONS
   
   
   
   1. Associated Persons are important to our operations in many ways. Relevant laws in countries in which the Group operates, however, make it clear that activities and conduct of an Associated Person can create liability for the Group. Employees may not circumvent this Policy by using an Associated Person to do what the Group could not do itself.
   2. It is therefore vital that Employees pay close attention to the Group company’s relationships with Associated Persons. Each Associated Person should be carefully selected and evaluated before being retained by the Group company, and Associated Persons should be selected solely on the basis of merit.
   3. If a potential Associated Person or Associated Person exhibits one or more of the “red flags” described in Appendix 2, either before entering into a business relationship, or while that relationship is ongoing, the Employee must raise those issues with a supervising officer for further review and due diligence.
   4. In addition, the following guidelines for contracting with Associated Persons should be followed in order to reduce risks that an Associated Person will engage in improper conduct on behalf of the Group company:
      • • Do not enter into any oral agreements or arrangements with an Associated Person. Written contracts with Associated Persons must accurately reflect the substance of the agreement, and include the quantity or service provided and the price, compensation, commission schedule, “success” fees and/or bonuses.
        • Particular attention should be paid to nonstandard terms in transactions (such as side agreements, prepayments or delayed billing arrangements) as these can be used to hide improprieties or circumvent prohibited transactions.
   5. Contracts with Associated Persons must incorporate appropriate anti-corruption / anti- bribery provisions. Suggested provisions are included in Appendix 3. Any material deviations from the provisions in Appendix 3 should be approved by the Legal department/ Group CFO.
   
   
9. INTERNAL FINANCIAL CONTROLS
   
   
   
   1. All Group companies and Employees should record all financial transactions according to the Group’s financial and internal control policies and procedures.
   2. Payments and other compensation to third parties should be accurately recorded in the Group company’s corporate books, records, and accounts in a timely manner and in reasonable detail. This includes all commissions, service or consulting fees, expenditures for gifts, meals, travel and entertainment, and expenses for promotional activities. Proper reporting should include clear notation regarding the nature of each expense, identification of all recipients and/or participants, the necessary approvals received for the expense and the accounts payable voucher.
   3. No undisclosed or unrecorded accounts of the Group company may be established for any purpose. False, misleading, incomplete, inaccurate, or artificial entries in the books, records, or accounts of the Group company are prohibited.
   4. Personal funds should not be used to accomplish what is otherwise prohibited by this Policy.
   
   
10. MONITORING
    
    
    
    1. To ensure this Policy is followed correctly, the Group’s internal auditors may conduct unannounced audits. These audits may include the review of agreements with Associated Persons, the review of transaction files and financial records, and random interviews with supervisory and other personnel. Full cooperation with those audits is required of all Employees and Associated Persons.
    2. This Policy is subject to regular review by the Group, and it may be revised periodically.

[1] “Government Official” includes any elected or appointed official of a national or local governmental entity of any country; representatives or employees of a government agency at any level, including customs, immigration and transportation workers; military personnel; representatives of political parties; candidates for political office; representatives of public international organizations (e.g., the United Nations, the World Bank, the International Monetary Fund); employees of state-owned or controlled entities (e.g., airlines, banks, hospitals, petroleum or other energy companies and postal services); and any entity hired by a government agency or instrumentality for any purpose (e.g.,consultants,marketing oradvertising agencies).

APPENDIX 1: REFERENCE LAWS

The Bribery Act, 2010 (“Bribery Act”)

The Bribery Act makes it a criminal offence to bribe, or to offer or authorize a bribe to, another person (including a foreign official) or to be the recipient of a bribe. The Bribery Act expressly prohibits the following conduct:

1. 1. Offering, promising, or giving a financial or other advantage to another person intending the advantage to induce a person to perform improperly a relevant function or activity, or to reward a person for the improper performance of such a function or activity;
   2. Offering, promising, or giving a financial or other advantage to another person knowing or believing that the acceptance of the advantage would itself constitute the improper performance of a relevant function or activity;
   3. Requesting, agreeing to receive or accepting a financial or other advantage intending that in consequence a relevant function or activity should be performed improperly;
   4. Requesting, agreeing to receive or accepting a financial or other advantage where such request, agreement or acceptance itself constitutes the improper performance of a relevant function or activity;
   5. Requesting, agreeing to receive or accepting a financial or other advantage as a reward for the improper performance of a relevant function or activity; and
   6. In anticipation of or in consequence of the relevant person requesting, agreeing to receive or accepting a financial or other advantage, a relevant function or activity is performed improperly by the relevant person or by another person at the relevant person’s request or with the relevant person’s assent or acquiescence.

The Bribery Act also makes it a criminal offence for a corporate entity to fail to prevent bribery if a person associated with that entity bribes another person intending to obtain or retain business for the entity, or to obtain or retain an advantage in the conduct of business for the entity.

All offences under the Bribery Act are punishable by unlimited fines for companies and individuals and, for individuals, up to ten years’ imprisonment.

The Foreign Corrupt Practices Act, 1977 (“FCPA”)

Broadly, the FCPA makes it an offence for (i) US persons and entities to, wherever in the world, bribe foreign officials; or (ii) non-US persons and entities, while in the United States, to bribe foreign officials.

A person bribes a foreign official if he corruptly makes use of mails or any means or instrumentality of interstate commerce or does any other act in furtherance of an offer, payment, promise to pay, or authorization of the payment of any money, or offer, gift, promise to give, or authorization of the giving of anything of value to:

1. 1. Any foreign official for the purposes of:
      • • Influencing any act or decision of such foreign official in his official capacity, (ii) inducing such foreign official to do or omit to do any act in violation of the lawful duty of such official, or (iii) securing any improper advantage; or
        • Inducing such foreign official to use his influence with a foreign government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality,
        • In each case, in order to assist such person in obtaining or retaining business for or with, or directing business to, any person.
   2. Foreign political party or official thereof or any candidate for foreign political office for purposes of:
      • • (i) Influencing any act or decision of such party, official, or candidate in its or his official capacity, (ii) inducing such party, official, or candidate to do or omit to do an act in violation of the lawful duty of such party, official, or candidate, or (iii) securing any improper advantage; or
        • Inducing such party, official, or candidate to use its or his influence with a foreign government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality,
        • In each case, in order to assist such person in obtaining or retaining business for or with, or directing business to, any person.
   3. Any person, while knowing that all or a portion of such money or thing of value will be offered, given, or promised, directly or indirectly, to any foreign official, to any foreign political party or official thereof, or to any candidate for foreign political office, for purposes of:
      1. • Influencing any act or decision of such foreign official, political party, party official, or candidate in his or its official capacity, (ii) inducing such foreign official, political party, party official, or candidate to do or omit to do any act in violation of the lawful duty of such foreign official, political party, party official, or candidate, or (iii) securing any improper advantage; or
         • Utilizing its influence with a foreign government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality,
         • In each case, in order to assist such person in obtaining or retaining business for or with, or directing business to, any person.

A “foreign official” for the purposes of FCPA liability means any officer or employee of a foreign government or any department, agency or instrumentality thereof, or of a public international organization, or any person acting in an official capacity for or on behalf of such government or department, agency, or instrumentality, or for or on behalf of any such public international organization.

The FCPA prohibits such payments, promises or offers when they are made directly or indirectly through agents, partners, representatives, distributors or other authorized parties.

The FCPA is a criminal statute. A fine for a single violation may cost a company up to US$2 million in fines and violations are often aggregated. Individuals may be sent to prison for up to five years and subject to fines up to US$100,000 per violation.

The Prevention of Corruption Act, 1960 (“SPCA”) (Singapore)

The SPCA makes it a crime for any person, by himself or together with any other person:

1. 1. Corruptly solicit or receive, or agree to receive for himself, or for any other person; or
   2. Corruptly give, promise or offer to any person whether for the benefit of that person or of another person, any gratification as an inducement to or reward for:
      • • Any person doing or forbearing to do anything in respect of any matter or transaction whatsoever, actual or proposed; or
        • Any member, officer or servant of a public body doing or forbearing to do anything in respect of any matter or transaction whatsoever, actual or proposed, in which such public body is concerned.

The punishment for such offences includes a fine not exceeding $100,000 or imprisonment for a term not exceeding 5 years or to both.

The UAE Federal Law 

The federal and local laws, including the UAE Federal Law No. 3 of 1987 (as amended); the UAE Federal Law No. 21 of 2001 concerning Civil Service; the Dubai Government Human Resources Management Law No. 27 of 2006; and the Abu Dhabi Law No. 1 of 2006 concerning Civil Service in the Emirate of Abu Dhabi.

Depending on the severity of the crime, any public official who is found guilty of a bribe-related crime (offering or accepting or promising) would be subject to a fine equivalent to the benefit accepted by them (provided the fine is not less than AED 5,000); confiscation of the actual benefit accepted; and depending on the circumstances of each case, imprisonment not exceeding five years. In addition, individuals who are found guilty of accepting a bribe in exchange for exerting their influence over a public official would be subject to imprisonment of up to five years.

Prevention of Corruption Act, 1988 (“PCA”) (India)

The PCA sets out that public servants found guilty of the prescribed offences will be subject to a prison term of between three and seven years and a fine to be set by the court.

Where an offence is committed by a commercial organisation and such offence is proven in court to have been committed with the consent or connivance of a director, manager, secretary or other officer, such individual will be subject to a prison term of between three and seven years as well as a fine. The commercial organisation will be punishable with a fine.

If any person convicted under the PCA subsequently commits an offence thereunder, they will be subject to a prison term of between five and 10 years as well as a fine.

Similarly, the commission of fraud under the Companies Act 2013 involving an amount exceeding Rs1 million or 1% of the company turnover (whichever is higher) or which involves public interest, is subject to a prison term between six months and 10 years and a fine of up to three times the amount involved in the offence.

Money laundering, as defined in the Prevention of Money Laundering Act, 2002, is subject to a prison term of between three and 10 years and a fine or up to Rs. 500,000.

Commission of relevant offences under the Penal Code is punishable with three to seven years’ imprisonment.

Other penalties include confiscation or attachment of the accused’s property, or debarment or blacklisting from dealing with government authorities (in perpetuity or for a specific duration).

Anti-Corruption Act in Brazil

Individuals and legal entities can be liable for bribery of public officials in Brazil.

Bribery of public officials is regulated under the Brazilian Criminal Code (Decree Law No. 2,848), Article 333. Only individuals are criminally liable for bribery in Brazil. The Brazilian Anti-Bribery Law (Law No. 12,846/2013) establishes judicial and administrative sanctions for legal entities. The Brazilian Anti-Bribery law not only covers acts of corruption, but also prohibits such as fraud in public tenders, for both national and foreign public administration.

Consequences of bribery

1. 1. For the individuals involved

Under the Brazilian Criminal Code, individuals who commit acts of corruption can be subject to penalties of a fine and up to 12 years of imprisonment.

2. For the company/ legal entity

Under the Brazilian Anti-Corruption Law, legal entities can be subject to administrative and judicial penalties.

Administrative: (i) Fine of 0.1% to 20% of the gross revenue in the last year prior to the start of the administrative proceedings; if such criteria cannot be used, the fine will range from BRL 6,000 to BRL 60 million; and (ii) publication of the condemnatory decision

Judicial: (i) Prohibition from receiving incentives, subsidies, grants, donations or loans from public agencies or entities and from public financial institutions or institutions controlled by the government, for up to five years; (ii) loss of assets, rights or valuables representing the advantage or profit, directly or indirectly, obtained from the wrongdoing; (iii) partial suspension or interdiction of the legal entity’s activities; and (iv) compulsory dissolution of the legal entity.

The Corrupt Practices & Other Related Offences Act, 2000 (Nigeria)

The act seeks to prohibit and prescribe punishment for corrupt practices and other related offences. It established the Independent Corrupt Practices and Other Related Offences Commission (ICPC) vesting it with the responsibility for investigation and prosecution of offenders thereof. The Act generally prohibits the various perceived acts of corrupt practices arising from interactions or transactions involving public/government officers and the general public or private individuals. The main aim of the Act is prohibition of corrupt practices and bribery; however it also seeks to curb corrupt practices in private business transactions and inter personal relationships among individuals and persons.

APPENDIX 2 – “RED FLAGS” FOR CORRUPTION AND/ OR BRIBERY

While every transaction and/or counterparty should be evaluated on its specific facts, there are several “red flags” in relation to third parties (i.e. potential or current counterparties or potential or current Associated Person) that may signify a heightened risk of corruption or bribery. Some “red flags” include the following:

1. 1. The third party has a reputation for accepting or demanding bribes, and/or has requested to make or receive a bribe
   2. The third party has been subject of previous enforcement action(s) for corruption-related offenses.
   3. The third party’s report of its business structure is unusual, incomplete, or overly complex with a lack of transparency.
   4. The third party provides incomplete, false, or misleading business contact information.
   5. The third party requests unusual payments or financial arrangements (g. requests to accept payments in cash or through a third party or to pay in another account; requests the Group company to complete unnecessary, inaccurate or unexplained invoices, or has a pattern of over-invoicing or incorrect invoicing, or overpayments and requests for refunds.
   6. The third party requests a split of purchases to avoid procurement thresholds.
   7. The third party proposes unnecessary change orders to increase contract values after award of the contract
   8. The third party is vague or elusive about source of funds for the transaction or activity.
   9. The third party has large sums of cash or currency available for the transaction or business activity with no corresponding business that generates the high revenue stream.
   10. The third party seeks to make or receive payment from or to a foreign country account other than the location of the party’s business or the service performed.
   11. An unnecessary middleman or local is involved in the contract or negotiations, and his addition has no obvious value to the performance of the contract
   12. The third party engages questionable subcontractors or local agents.
   13. The third party requests that the Group company not report or disclose a particular activity or transaction
   14. The third party threatens to withhold services unless payments to individuals are made in addition to contractually agreed payments.
   15. A Government Official insists on a specific person or company to contract with.
   16. The third party refuses to agree to the contractual provisions set out in Appendix 3.
   17. The third party’s business is not listed in standard industry directories, or is unknown to people knowledgeable about the industry.
   18. The third party insists that its identity remain confidential or refuses to divulge the identity of its owners or principals.
   19. The third party does not have offices or staff, or frequently moves locations.
   
   

APPENDIX 3 – CLAUSES TO BE INCLUDED IN CONTRACTS WITH ASSOCIATED PERSONS

1. Anti-Bribery and Anti-Corruption
   
   
   1. The [Counterparty] undertakes, represents and warrants that:
      • • the [Counterparty], the [Counterparty]’s personnel and any other person responsible for providing and performing the [obligations in the contract] are in compliance with all anti-corruption and anti-bribery laws, and will remain in compliance with all such laws during the term of this Agreement; and
        • without prejudice to the generality of Clause 1(a), each of the [Counterparty], [Counterparty]’s personnel and any other person responsible for providing and performing the [obligations in the contract] has not made, authorized or offered to make payments, gifts or other transfers of value, directly or indirectly, to any government official or private person in order to (i) improperly influence any act, decision or failure to act by that official or person; (ii) improperly induce that official or person to use his influence with a government or business entity to affect any act or decision by such government or entity; or (iii) secure any improper advantage.
2. The [Counterparty] agrees that should it learn or have reason to know of any payment, gift or other transfer of value, directly or indirectly, to any government official or private person that would violate any anti-corruption or anti-bribery law, it shall immediately disclose such activity to the [OCS] and [OCS] shall have the right to immediately terminate this Agreement by giving written notice to the [Counterparty].
3. [OCS] shall have the right to terminate this Agreement if the [Counterparty] breaches this Clause 1.