5.1.1.1 Corporate Responsibility StatementPolicy brief & purposeOur professional code of ethics policy aims to give our employees guidelines on our business ethics andstance on various controversial matters. We trust you to use your better judgment, but we want toprovide you with a concrete guide you can fall back on if you’re unsure about how you should act (e.g. incases of conflict of interest). We will also use this policy to outline the consequences of violating ourbusiness code of ethics.ScopeThis policy applies to everyone we employ or have business relations with. This includes individualpeople such as employees, interns, volunteers, but also business entities, such as vendors, enterprisecustomers or venture capital companies.Note that our code of ethics is slightly different than our Business Ethics and Conduct may includeelements such as dress code and social media use, whilst our code of professional ethics refers tolegally or morally charged issues. Still, these two codes do overlap.Policy elementsWhat is meant by code of professional ethics?First, let’s define professional ethics: they are a set of principles that guide the behavior of people in abusiness context. They are essential to maintaining the legality of business and a healthy workplace.So what is a code of ethics? Our code of ethics definition refers to the standards that apply to a specificsetting – in this case, our own organization.What is the purpose of a professional code of ethics?Having our business ethics in writing doesn’t mean that we don’t trust our employees. We strive to hireethical people who have their own personal standards, so we expect that a written code won’t benecessary most of the time.
But, it can still be helpful. You may find yourself in a situation where you’re not sure how you should act.Life is full of grey areas where right and wrong aren’t so apparent. Some professional ethics also
correspond to laws that you absolutely must know to do your job properly, so we will mention them inour code of ethics.Additionally, every organization makes bad hires every once in a while. We also can’t predict howpeople are going to behave. When an employee behaves, or intents to behave, in a way that’s againstour professional ethics, or applicable laws, we will have clear guidelines on what disciplinary actions wewill consider.For these reasons, we advise you to read this document carefully and consult with your manager or HR,if you have doubts or questions.The components of our code of professional ethics:We base our business code of ethics on common principles of ethics [Note: Modify this list based onyour own organization’s values]:● Respect for others. Treat people as you want to be treated.● Integrity and honesty. Tell the truth and avoid any wrongdoing to the best of your ability.● Fairness. Make sure you’re objective and fair and don’t disadvantage others.● Lawfulness. Know and follow the law – always.● Competence and accountability. Work hard and be responsible for your work● Anti-Bribery Policy. Its detrimental to yourself & your fellow workers● Teamwork. Collaborate and ask for help.Here’s a more detailed overview of our code:Respect for othersIt’s mandatory to respect everyone you interact with. Be kind, polite and understanding. You mustrespect others’ personal space, opinions and privacy. Any kind of violence is strictly prohibited and willresult in immediate termination. You’re also not allowed to harass or victimize others.What constitutes harassment or victimization? To answer this, we have a policy on harassment and amore specific policy on sexual harassment you can take a look at. As a general rule, try to put yourself insomeone else’s place. How would you feel if someone behaved a specific way to you? If the answer is “Iwouldn’t like it much” or “I would never let them behave like that to me”, then we don’t tolerate thisbehavior no matter the person it comes from.
If someone, be it customer, colleague or stakeholder, is offensive, demeaning or threatening toward youor someone you know, report them immediately to HR or your manager. You can also report rudenessand dismissiveness if they become excessive or frequent.
Integrity and honestyFirst, always keep in mind our organization’s mission. We all work together to achieve specificoutcomes. Your behavior should contribute to our goals, whether financial or organizational.Be honest and transparent when you act in ways that impact other people (e.g. taking strategicdecisions or deciding on layoffs). We don’t tolerate malicious, deceitful or petty conduct. Lies andcheating are huge red flags and, if you’re discovered, you may face progressive discipline or immediatetermination depending on the damage you did.Stealing from the company or other people is illegal. If you’re caught, you will face repercussionsdepending on the severity of your actions. For example, if you steal office supplies, you may receive areprimand or demotion (at a minimum), while if you steal money or data (e.g. engaging in fraud orembezzlement), you will get fired and face legal consequences. The decision is at HR’s discretion on acase-by-case basis.Conflict of interestConflict of interest may occur whenever your interest in a particular subject leads you to actions,activities or relationships that undermine our company. This includes situations like using your position’sauthority for your own personal gain or exploiting company resources to support a personal money-making business. Even when you seemingly act to the company’s advantage, you may actuallydisadvantage it. For example, if an employee uses dubious methods to get competitor intel and raisetheir sales record, their action will have a positive impact on the company’s revenue, but it will put us ata legal risk and promote unhealthy business practices.If it turns out you have created a conflict of interest for yourself, you will be terminated. If the conflict ofinterest was involuntary (e.g. buying stocks from a company without knowing they’re a competitor), wewill take actions to rectify the situation. If you repeat the offence, you may be terminated.Fairness
Don’t act in a way that exploits others, their hard work or their mistakes. Give everyone equalopportunity and speak up when someone else doesn’t.Be objective when making decisions that can impact other people, including when you’re deciding tohire, promote or fire someone. Be sure that you can justify any decision with written records orexamples. Seek and use the most objective methods in any case; for example, when interviewing
candidates, ask the same interview questions to all of them and avoid judging non-job-related criteria,like dress, appearance, etc.Also, don’t discriminate against people with protected characteristics, as this is forbidden by [laws underthe purview of the EEOC]. If you suspect you may have an unconscious bias that influences yourdecisions (taking Harvard’s Implicit Association Test could help you determine this), ask for help fromHR.When exercising authority, be fair. Don’t show favoritism toward specific employees and be transparentwhen you decide to praise or reward an employee. You’re also obliged to follow our employment ofrelatives policy, which forbids you from having a reporting relationship with a relative.If you need to discipline an employee, be sure to have prepared a case that you can present to HR. Youmust not retaliate against employees or applicants (such as in cases when they’ve filed complaints) asthis is forbidden by law.Be just toward customers or vendors, too. If you think our company was in the wrong in a specificinstance, don’t try to cover it up or accuse the other side. Discuss with your manager to find solutionsthat can benefit both sides.LawfulnessYou are obliged to follow all laws which apply to our organization. Depending on your role andprofession, there might be various laws you need to observe. For example, accountants and medicalprofessionals have their own legal restrictions and they must be fully aware of them.When you’re preparing contracts, clauses, disclaimers or online copy that may be governed by law(such as consent forms), please ask verification from [our legal counsel] before finalizing anything.You’re also covered by our confidentiality and data protection policy. You must not expose, disclose orendanger information of customers, employees, stakeholders or our business. Always follow ourcybersecurity policy, too.
Following laws regarding fraud, bribery, corruption and any kind of assault is a given. You are alsoobliged to follow laws on child labor and avoid doing business with unlawful organizations.If you’re not sure what the law is in a specific instance, don’t hesitate to ask HR or our legal counsel.
Competence and accountabilityWe all need to put a healthy amount of effort in our work. Not just because we’re all responsible for theorganization’s success, but also because slacking off affects our colleagues. Incomplete or slow workingmight hinder other people’s work or cause them to shoulder the burden themselves. This comes in directconflict with our respect and integrity principles.We also expect you to take up opportunities for learning and development, either on-the-job or viaeducational material or training. If you are unsure how you can achieve this, have an open discussionwith your manager.Also, take responsibility for your actions. We all make mistakes or need to make tough decisions and it’simportant we own up to them. Failing to be accountable on a regular basis or in important situations (e.g.a crucial mistake in our financial records) will result in termination. If you take responsibility and come upwith ways to fix your mistakes where possible, you will be in a far better position.Anti-Bribery Policy (added 5-29-2024)The purpose of this policy is to establish controls to ensure compliance with all applicable anti-bribery andcorruption regulations, and to ensure that the Company’s business is conducted in a socially responsible manner.Policy statementBribery is the offering, promising, giving, accepting or soliciting of an advantage as an inducement for action whichis illegal or a breach of trust. A bribe is an inducement or reward offered, promised or provided in order to gain anycommercial, contractual, regulatory or personal advantage.It is our policy to conduct all of our business in an honest and ethical manner. We take a zero- tolerance approachto bribery and corruption. We are committed to acting professionally, fairly and with integrity in all our businessdealings and relationships wherever we operate and implementing and enforcing effective systems to counterbribery.
We will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate.ScopeWho is covered by the policy?In this policy, third party means any individual or organization you come into contact with during the course of yourwork for us, and includes actual and potential clients, customers, suppliers, distributors, business contacts, agents,advisers, and government and public bodies, including their advisors, representatives and officials, politicians andpolitical parties.
This policy applies to all individuals working at all levels and grades, including senior managers, officers, directors,employees (whether permanent, fixed-term or temporary), consultants, contractors, trainees, seconded staff,homeworkers, casual workers and agency staff, volunteers, interns, agents, sponsors, or any other personassociated with us, or any of our subsidiaries or their employees, wherever located (collectively referred to asemployees in this policy).This policy covers: Bribes; Gifts and hospitality; Facilitation payments; Political contributions; Charitable contributions.BribesEmployees must not engage in any form of bribery, either directly or through any third party (such as an agent ordistributor). Specifically, employees must not bribe a foreign public official anywhere in the world.Gifts and hospitalityEmployees must not offer or give any gift or hospitality: which could be regarded as illegal or improper, or which violates the recipient’s policies; or to any public employee or government officials or representatives, or politicians or political parties; or which exceeds $100 in value for each individual gift or $500 in value for each hospitality event (not toexceed a total value of $1000 in any financial year), unless approved in writing by the employee’smanager.Employees may not accept any gift or hospitality from our business partners if:
it exceeds $100 in value for each individual gift or $500 in value for each hospitality event (not to exceed atotal of $1000 in any financial year), unless approved in writing by the employee’s manager; or it is in cash; or there is any suggestion that a return favor will be expected or implied.Where a manager’s approval is required above, if the manager is below Director level then approval mustbe sought from an appropriate Director.If it is not appropriate to decline the offer of a gift, the gift may be accepted, provided it is then declared tothe employee’s manager and donated to charity.We appreciate that the practice of giving business gifts varies between countries and regions and whatmay be normal and acceptable in one region may not be in another. The test to be applied is whether in all
the circumstances the gift or hospitality is reasonable and justifiable. The intention behind the gift should always beconsidered.Within these parameters, local management may define specific guidelines and policies to reflect local professionaland industry standards. Where this policy requires written approval to be given, the Company Secretary shall put inplace a process to maintain a register of all such approvals.Facilitation payments and kickbacksFacilitation payments are a form of bribery made for the purpose of expediting or facilitating the performance of apublic official for a routine governmental action, and not to obtain or retain business or any improper businessadvantage. Facilitation payments tend to be demanded by low level officials to obtain a level of service which onewould normally be entitled to.Our strict policy is that facilitation payments must not be paid. We recognise, however, that our employees may befaced with situations where there is a risk to the personal security of an employee or his/her family and where afacilitation payment is unavoidable, in which case the following steps must be taken:
Keep any amount to the minimum; Create a record concerning the payment; and Report it to your line manager.
In order to achieve our aim of not making any facilitation payments, each business of the Company will keep arecord of all payments made, which must be reported to the Company Secretary, in order to evaluate the businessrisk and to develop a strategy to minimize such payments in the future.Political Contributions
We do not make donations, whether in cash or kind, in support of any political parties or candidates, as this can beperceived as an attempt to gain an improper business advantage.Charitable contributionsCharitable support and donations are acceptable (and indeed are encouraged), whether of in- kind services,knowledge, time, or direct financial contributions. However, employees must be careful to ensure that charitablecontributions are not used as a scheme to conceal bribery. We only make charitable donations that are legal andethical under local laws and practices]. No donation must be offered or made without the prior approval of [thecompliance manager.All charitable contributions should be publicly disclosed.
Your responsibilitiesYou must ensure that you read, understand and comply with this policy.The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all thoseworking for us or under our control. All employees are required to avoid any activity that might lead to, or suggest,a breach of this policy.You must notify your manager OR the Company Secretary or the confidential helpline as soon as possible if youbelieve or suspect that a conflict with or breach of this policy has occurred, or may occur in the future.Any employee who breaches this policy will face disciplinary action, which could result in dismissal for grossmisconduct. We reserve our right to terminate our contractual relationship with other workers if they breach thispolicy.Record-keepingWe must keep financial records and have appropriate internal controls in place which will evidence the businessreason for making payments to third parties.You must declare and keep a written record of all hospitality or gifts accepted or offered, which will be subject tomanagerial review.You must ensure all expenses claims relating to hospitality, gifts or expenses incurred to third parties aresubmitted in accordance with our expenses policy and specifically record the reason for the expenditure.
All accounts, invoices, memoranda and other documents and records relating to dealings with third parties, suchas clients, suppliers and business contacts, should be prepared and maintained with strict accuracy andcompleteness. No accounts must be kept "off-book" to facilitate or conceal improper payments.How to raise a concernYou are encouraged to raise concerns about any issue or suspicion of malpractice at the earliest possible stage. Ifyou are unsure whether a particular act constitutes bribery or corruption, or if you have any other queries orconcerns, these should be raised with your line manager OR the Company Secretary or through the confidentialhelpline.What to do if you are a victim of bribery or corruptionIt is important that you tell the Company Secretary or the confidential helpline as soon as possible if you areoffered a bribe by a third party, are asked to make one, suspect that this may happen in the future, or believe thatyou are a victim of another form of unlawful activity.
ProtectionEmployees who refuse to accept or offer a bribe, or those who raise concerns or report another's wrongdoing, aresometimes worried about possible repercussions. We aim to encourage openness and will support anyone whoraises genuine concerns in good faith under this policy, even if they turn out to be mistaken.We are committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part inbribery or corruption, or because of reporting in good faith their suspicion that an actual or potential bribery or othercorruption offence has taken place, or may take place in the future. Detrimental treatment includes dismissal,disciplinary action, threats or other unfavourable treatment connected with raising a concern. If you believe thatyou have suffered any such treatment, you should inform Colm Shevlin immediately. If the matter is not remedied,and you are an employee, you should raise it formally using the company’s Grievance Procedure.Training and communicationTraining on this policy forms part of the induction process for all new employees. All existing employees willreceive regular, relevant training on how to implement and adhere to this policy. In addition, all employees will beasked to formally accept conformance to this policy on an annual basis.Our zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors andbusiness partner.Who is responsible for the policy?
The board of directors has overall responsibility for ensuring this policy complies with our legal and ethicalobligations, and that all those under our control comply with it.The Customer Service group has primary and day-to-day responsibility for implementing this policy, and formonitoring its use and effectiveness and dealing with any queries on its interpretation. Management at all levelsare responsible for ensuring those reporting to them are made aware of and understand this policy and are givenadequate regular training on it.Monitoring and reviewThe Customer Service will monitor the effectiveness and review the implementation of this policy, regularlyconsidering its suitability, adequacy and effectiveness. Any improvements identified will be made as soon aspossible. Internal control systems and procedures will be subject to regular audits to provide assurance that theyare effective in countering bribery and corruption.All employees are responsible for the success of this policy and should ensure they use it to disclose anysuspected danger or wrongdoing.
Employees are invited to comment on this policy and suggest ways in which it might be improved. Comments,suggestions and queries should be addressed to the Customer Service.This policy does not form part of any employee's contract of employment and it may be amended at any time.TeamworkWorking well with others is a virtue, rather than an obligation. You will certainly get to workautonomously and be focused on your own projects and responsibilities. But, you should also be readyto collaborate with and help others.Be generous with your expertise and knowledge. Be open to learning and evolving. If days go by withoutyou consulting or brainstorming with anyone, you are missing out on opportunities for excellence.Instead, work with others and don’t hesitate to ask for help when you need it.Ethics Escalation Process (Whistleblowing) (8-30-2022)Unresolved ethics issues may be escalated (e.g., "whistle-blowing") outside the organization.
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ReviewsDate Reviewed By Change5-26-2021 mjm New8-30-2022 mjm Added Ethics Escalation Process (Handbook updated)7-13-2023 jgm Change title to Corporate Responsibility5-29-2024 mjm Anti-Bribery added6-4-2025 jgm No changes5-11-2026 mjm Dave Kelly email address update
But, it can still be helpful. You may find yourself in a situation where you’re not sure how you should act.Life is full of grey areas where right and wrong aren’t so apparent. Some professional ethics also
correspond to laws that you absolutely must know to do your job properly, so we will mention them inour code of ethics.Additionally, every organization makes bad hires every once in a while. We also can’t predict howpeople are going to behave. When an employee behaves, or intents to behave, in a way that’s againstour professional ethics, or applicable laws, we will have clear guidelines on what disciplinary actions wewill consider.For these reasons, we advise you to read this document carefully and consult with your manager or HR,if you have doubts or questions.The components of our code of professional ethics:We base our business code of ethics on common principles of ethics [Note: Modify this list based onyour own organization’s values]:● Respect for others. Treat people as you want to be treated.● Integrity and honesty. Tell the truth and avoid any wrongdoing to the best of your ability.● Fairness. Make sure you’re objective and fair and don’t disadvantage others.● Lawfulness. Know and follow the law – always.● Competence and accountability. Work hard and be responsible for your work● Anti-Bribery Policy. Its detrimental to yourself & your fellow workers● Teamwork. Collaborate and ask for help.Here’s a more detailed overview of our code:Respect for othersIt’s mandatory to respect everyone you interact with. Be kind, polite and understanding. You mustrespect others’ personal space, opinions and privacy. Any kind of violence is strictly prohibited and willresult in immediate termination. You’re also not allowed to harass or victimize others.What constitutes harassment or victimization? To answer this, we have a policy on harassment and amore specific policy on sexual harassment you can take a look at. As a general rule, try to put yourself insomeone else’s place. How would you feel if someone behaved a specific way to you? If the answer is “Iwouldn’t like it much” or “I would never let them behave like that to me”, then we don’t tolerate thisbehavior no matter the person it comes from.
If someone, be it customer, colleague or stakeholder, is offensive, demeaning or threatening toward youor someone you know, report them immediately to HR or your manager. You can also report rudenessand dismissiveness if they become excessive or frequent.
Integrity and honestyFirst, always keep in mind our organization’s mission. We all work together to achieve specificoutcomes. Your behavior should contribute to our goals, whether financial or organizational.Be honest and transparent when you act in ways that impact other people (e.g. taking strategicdecisions or deciding on layoffs). We don’t tolerate malicious, deceitful or petty conduct. Lies andcheating are huge red flags and, if you’re discovered, you may face progressive discipline or immediatetermination depending on the damage you did.Stealing from the company or other people is illegal. If you’re caught, you will face repercussionsdepending on the severity of your actions. For example, if you steal office supplies, you may receive areprimand or demotion (at a minimum), while if you steal money or data (e.g. engaging in fraud orembezzlement), you will get fired and face legal consequences. The decision is at HR’s discretion on acase-by-case basis.Conflict of interestConflict of interest may occur whenever your interest in a particular subject leads you to actions,activities or relationships that undermine our company. This includes situations like using your position’sauthority for your own personal gain or exploiting company resources to support a personal money-making business. Even when you seemingly act to the company’s advantage, you may actuallydisadvantage it. For example, if an employee uses dubious methods to get competitor intel and raisetheir sales record, their action will have a positive impact on the company’s revenue, but it will put us ata legal risk and promote unhealthy business practices.If it turns out you have created a conflict of interest for yourself, you will be terminated. If the conflict ofinterest was involuntary (e.g. buying stocks from a company without knowing they’re a competitor), wewill take actions to rectify the situation. If you repeat the offence, you may be terminated.Fairness
Don’t act in a way that exploits others, their hard work or their mistakes. Give everyone equalopportunity and speak up when someone else doesn’t.Be objective when making decisions that can impact other people, including when you’re deciding tohire, promote or fire someone. Be sure that you can justify any decision with written records orexamples. Seek and use the most objective methods in any case; for example, when interviewing
candidates, ask the same interview questions to all of them and avoid judging non-job-related criteria,like dress, appearance, etc.Also, don’t discriminate against people with protected characteristics, as this is forbidden by [laws underthe purview of the EEOC]. If you suspect you may have an unconscious bias that influences yourdecisions (taking Harvard’s Implicit Association Test could help you determine this), ask for help fromHR.When exercising authority, be fair. Don’t show favoritism toward specific employees and be transparentwhen you decide to praise or reward an employee. You’re also obliged to follow our employment ofrelatives policy, which forbids you from having a reporting relationship with a relative.If you need to discipline an employee, be sure to have prepared a case that you can present to HR. Youmust not retaliate against employees or applicants (such as in cases when they’ve filed complaints) asthis is forbidden by law.Be just toward customers or vendors, too. If you think our company was in the wrong in a specificinstance, don’t try to cover it up or accuse the other side. Discuss with your manager to find solutionsthat can benefit both sides.LawfulnessYou are obliged to follow all laws which apply to our organization. Depending on your role andprofession, there might be various laws you need to observe. For example, accountants and medicalprofessionals have their own legal restrictions and they must be fully aware of them.When you’re preparing contracts, clauses, disclaimers or online copy that may be governed by law(such as consent forms), please ask verification from [our legal counsel] before finalizing anything.You’re also covered by our confidentiality and data protection policy. You must not expose, disclose orendanger information of customers, employees, stakeholders or our business. Always follow ourcybersecurity policy, too.
Following laws regarding fraud, bribery, corruption and any kind of assault is a given. You are alsoobliged to follow laws on child labor and avoid doing business with unlawful organizations.If you’re not sure what the law is in a specific instance, don’t hesitate to ask HR or our legal counsel.
Competence and accountabilityWe all need to put a healthy amount of effort in our work. Not just because we’re all responsible for theorganization’s success, but also because slacking off affects our colleagues. Incomplete or slow workingmight hinder other people’s work or cause them to shoulder the burden themselves. This comes in directconflict with our respect and integrity principles.We also expect you to take up opportunities for learning and development, either on-the-job or viaeducational material or training. If you are unsure how you can achieve this, have an open discussionwith your manager.Also, take responsibility for your actions. We all make mistakes or need to make tough decisions and it’simportant we own up to them. Failing to be accountable on a regular basis or in important situations (e.g.a crucial mistake in our financial records) will result in termination. If you take responsibility and come upwith ways to fix your mistakes where possible, you will be in a far better position.Anti-Bribery Policy (added 5-29-2024)The purpose of this policy is to establish controls to ensure compliance with all applicable anti-bribery andcorruption regulations, and to ensure that the Company’s business is conducted in a socially responsible manner.Policy statementBribery is the offering, promising, giving, accepting or soliciting of an advantage as an inducement for action whichis illegal or a breach of trust. A bribe is an inducement or reward offered, promised or provided in order to gain anycommercial, contractual, regulatory or personal advantage.It is our policy to conduct all of our business in an honest and ethical manner. We take a zero- tolerance approachto bribery and corruption. We are committed to acting professionally, fairly and with integrity in all our businessdealings and relationships wherever we operate and implementing and enforcing effective systems to counterbribery.
We will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate.ScopeWho is covered by the policy?In this policy, third party means any individual or organization you come into contact with during the course of yourwork for us, and includes actual and potential clients, customers, suppliers, distributors, business contacts, agents,advisers, and government and public bodies, including their advisors, representatives and officials, politicians andpolitical parties.
This policy applies to all individuals working at all levels and grades, including senior managers, officers, directors,employees (whether permanent, fixed-term or temporary), consultants, contractors, trainees, seconded staff,homeworkers, casual workers and agency staff, volunteers, interns, agents, sponsors, or any other personassociated with us, or any of our subsidiaries or their employees, wherever located (collectively referred to asemployees in this policy).This policy covers: Bribes; Gifts and hospitality; Facilitation payments; Political contributions; Charitable contributions.BribesEmployees must not engage in any form of bribery, either directly or through any third party (such as an agent ordistributor). Specifically, employees must not bribe a foreign public official anywhere in the world.Gifts and hospitalityEmployees must not offer or give any gift or hospitality: which could be regarded as illegal or improper, or which violates the recipient’s policies; or to any public employee or government officials or representatives, or politicians or political parties; or which exceeds $100 in value for each individual gift or $500 in value for each hospitality event (not toexceed a total value of $1000 in any financial year), unless approved in writing by the employee’smanager.Employees may not accept any gift or hospitality from our business partners if:
it exceeds $100 in value for each individual gift or $500 in value for each hospitality event (not to exceed atotal of $1000 in any financial year), unless approved in writing by the employee’s manager; or it is in cash; or there is any suggestion that a return favor will be expected or implied.Where a manager’s approval is required above, if the manager is below Director level then approval mustbe sought from an appropriate Director.If it is not appropriate to decline the offer of a gift, the gift may be accepted, provided it is then declared tothe employee’s manager and donated to charity.We appreciate that the practice of giving business gifts varies between countries and regions and whatmay be normal and acceptable in one region may not be in another. The test to be applied is whether in all
the circumstances the gift or hospitality is reasonable and justifiable. The intention behind the gift should always beconsidered.Within these parameters, local management may define specific guidelines and policies to reflect local professionaland industry standards. Where this policy requires written approval to be given, the Company Secretary shall put inplace a process to maintain a register of all such approvals.Facilitation payments and kickbacksFacilitation payments are a form of bribery made for the purpose of expediting or facilitating the performance of apublic official for a routine governmental action, and not to obtain or retain business or any improper businessadvantage. Facilitation payments tend to be demanded by low level officials to obtain a level of service which onewould normally be entitled to.Our strict policy is that facilitation payments must not be paid. We recognise, however, that our employees may befaced with situations where there is a risk to the personal security of an employee or his/her family and where afacilitation payment is unavoidable, in which case the following steps must be taken:
Keep any amount to the minimum; Create a record concerning the payment; and Report it to your line manager.
In order to achieve our aim of not making any facilitation payments, each business of the Company will keep arecord of all payments made, which must be reported to the Company Secretary, in order to evaluate the businessrisk and to develop a strategy to minimize such payments in the future.Political Contributions
We do not make donations, whether in cash or kind, in support of any political parties or candidates, as this can beperceived as an attempt to gain an improper business advantage.Charitable contributionsCharitable support and donations are acceptable (and indeed are encouraged), whether of in- kind services,knowledge, time, or direct financial contributions. However, employees must be careful to ensure that charitablecontributions are not used as a scheme to conceal bribery. We only make charitable donations that are legal andethical under local laws and practices]. No donation must be offered or made without the prior approval of [thecompliance manager.All charitable contributions should be publicly disclosed.
Your responsibilitiesYou must ensure that you read, understand and comply with this policy.The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all thoseworking for us or under our control. All employees are required to avoid any activity that might lead to, or suggest,a breach of this policy.You must notify your manager OR the Company Secretary or the confidential helpline as soon as possible if youbelieve or suspect that a conflict with or breach of this policy has occurred, or may occur in the future.Any employee who breaches this policy will face disciplinary action, which could result in dismissal for grossmisconduct. We reserve our right to terminate our contractual relationship with other workers if they breach thispolicy.Record-keepingWe must keep financial records and have appropriate internal controls in place which will evidence the businessreason for making payments to third parties.You must declare and keep a written record of all hospitality or gifts accepted or offered, which will be subject tomanagerial review.You must ensure all expenses claims relating to hospitality, gifts or expenses incurred to third parties aresubmitted in accordance with our expenses policy and specifically record the reason for the expenditure.
All accounts, invoices, memoranda and other documents and records relating to dealings with third parties, suchas clients, suppliers and business contacts, should be prepared and maintained with strict accuracy andcompleteness. No accounts must be kept "off-book" to facilitate or conceal improper payments.How to raise a concernYou are encouraged to raise concerns about any issue or suspicion of malpractice at the earliest possible stage. Ifyou are unsure whether a particular act constitutes bribery or corruption, or if you have any other queries orconcerns, these should be raised with your line manager OR the Company Secretary or through the confidentialhelpline.What to do if you are a victim of bribery or corruptionIt is important that you tell the Company Secretary or the confidential helpline as soon as possible if you areoffered a bribe by a third party, are asked to make one, suspect that this may happen in the future, or believe thatyou are a victim of another form of unlawful activity.
ProtectionEmployees who refuse to accept or offer a bribe, or those who raise concerns or report another's wrongdoing, aresometimes worried about possible repercussions. We aim to encourage openness and will support anyone whoraises genuine concerns in good faith under this policy, even if they turn out to be mistaken.We are committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part inbribery or corruption, or because of reporting in good faith their suspicion that an actual or potential bribery or othercorruption offence has taken place, or may take place in the future. Detrimental treatment includes dismissal,disciplinary action, threats or other unfavourable treatment connected with raising a concern. If you believe thatyou have suffered any such treatment, you should inform Colm Shevlin immediately. If the matter is not remedied,and you are an employee, you should raise it formally using the company’s Grievance Procedure.Training and communicationTraining on this policy forms part of the induction process for all new employees. All existing employees willreceive regular, relevant training on how to implement and adhere to this policy. In addition, all employees will beasked to formally accept conformance to this policy on an annual basis.Our zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors andbusiness partner.Who is responsible for the policy?
The board of directors has overall responsibility for ensuring this policy complies with our legal and ethicalobligations, and that all those under our control comply with it.The Customer Service group has primary and day-to-day responsibility for implementing this policy, and formonitoring its use and effectiveness and dealing with any queries on its interpretation. Management at all levelsare responsible for ensuring those reporting to them are made aware of and understand this policy and are givenadequate regular training on it.Monitoring and reviewThe Customer Service will monitor the effectiveness and review the implementation of this policy, regularlyconsidering its suitability, adequacy and effectiveness. Any improvements identified will be made as soon aspossible. Internal control systems and procedures will be subject to regular audits to provide assurance that theyare effective in countering bribery and corruption.All employees are responsible for the success of this policy and should ensure they use it to disclose anysuspected danger or wrongdoing.
Employees are invited to comment on this policy and suggest ways in which it might be improved. Comments,suggestions and queries should be addressed to the Customer Service.This policy does not form part of any employee's contract of employment and it may be amended at any time.TeamworkWorking well with others is a virtue, rather than an obligation. You will certainly get to workautonomously and be focused on your own projects and responsibilities. But, you should also be readyto collaborate with and help others.Be generous with your expertise and knowledge. Be open to learning and evolving. If days go by withoutyou consulting or brainstorming with anyone, you are missing out on opportunities for excellence.Instead, work with others and don’t hesitate to ask for help when you need it.Ethics Escalation Process (Whistleblowing) (8-30-2022)Unresolved ethics issues may be escalated (e.g., "whistle-blowing") outside the organization.
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ReviewsDate Reviewed By Change5-26-2021 mjm New8-30-2022 mjm Added Ethics Escalation Process (Handbook updated)7-13-2023 jgm Change title to Corporate Responsibility5-29-2024 mjm Anti-Bribery added6-4-2025 jgm No changes5-11-2026 mjm Dave Kelly email address update