ANTI-BRIBERY AND CORRUPTION POLICY
Section I. General Policy
1.
Introduction and Purpose
1.1.
This policy commits Onetech Group Limited, together with its subsidiaries and affiliated companies (collectively referred to as the “Group”) to conducting business with the highest standards and integrity across all its global operations.
1.2.
The policy requires compliance with all applicable laws and regulations on bribery and corruption, including (where applicable) the UK Bribery Act 2010, Cyprus anti-corruption legislation and any other applicable national laws and regulations. The consequences of any violation of these laws can be severe, including unlimited fines for the Group and imprisonment of the individuals involved and their managers. Moreover, failures to follow applicable laws can result in irreparable damage to the Group’s reputation and a loss of business.
1.3.
The purpose of the policy is to clearly define and explain the Group’s stance on prohibiting bribery and corruption across all its operations. It emphasizes the specific compliance requirements tied to these prohibitions and reinforces the Group’s commitment to conducting business worldwide with the utmost integrity and honesty. Violating relevant applicable anti-corruption laws could expose the Group, its employees (the “Employees”), and any third-party intermediaries (regardless of their nationality or location) to serious criminal and civil liabilities, fines, and penalties. Therefore, the Group will not tolerate bribery or corruption in any form, whether direct or indirect.
1.4.
To that end, this Anti-Bribery and Corruption Policy (the “Policy”) has been adopted by the Group and is communicated to everyone involved to ensure their commitment to it.
1.5.
For the purposes of the Policy:
(a)
“Close Relative” means a spouse, partner, parent, step-parent, child, step-child, sibling, step-sibling, nephew, niece, aunt, uncle, grandparent, grandchild, in-law, close friend or anyone else with whom an Employee has a close personal relationship.
(b)
“Government Entities” means any agency, bureau, commission or other instrumentality owned or controlled by a national, regional or local government or public international organisation, including commercial enterprises owned by such bodies.
(c)
“Management” means the CEO and senior leadership of Onetech Group Limited and the managing directors/general managers and departmental heads of Group entities who have delegated authority for operational decisions within their remit.
(d)
“Public Official” means any person who holds a legislative, administrative or judicial office; any employee/representative of a Government Entity (including state-owned or state-controlled enterprises); any official of a public international organisation; any political party official; or any candidate for public office.
2.
Policy
2.1.
The Group maintains a zero-tolerance policy towards bribery and corruption and is dedicated to conducting its business with professionalism, fairness and integrity in all dealings and relationships regardless of location. The Group is committed to implementing and enforcing robust systems to prevent bribery. Accordingly, all Employees are expected to consistently demonstrate honesty and integrity and to protect the Group’s resources in alignment with this Policy. Employees and Third Parties must also ensure accurate and transparent books and records and must never misdescribe or conceal payments, gifts, or hospitality. Employees and Third Parties must never maintain off-book accounts or otherwise disguise or mischaracterise the purpose, recipient, or nature of any payment or benefit.
2.2.
The Policy is comprised of the sections set out below, which cover:
(a)
Gifts and Entertainment;
(b)
Political and Charitable Donations;
(c)
Facilitation Payments; and
(d)
Conflicts of Interest;
all which form part of the Policy for these purposes.
3.
Responsibility of the Management
3.1.
The Management has full authority to implement this Policy within its sphere of responsibility.
3.2.
The measures taken by the Management include:
(a)
devising, implementing and maintaining systems and controls designed to prevent bribery, minimize the risk of bribery and detect instances of bribery;
(b)
ensuring that Employees are aware of the Group’s anti-bribery policies and procedures;
(c)
ensuring that Employees participate in and comply with the Group’s anti-bribery training; and
(d)
ensuring that appropriate due diligence and contractual protections are applied to Third Parties acting for or on behalf of the Group.
4.
Scope
4.1.
The Policy applies to:
(a)
All directors, managers, officers, Employees and any other person whose work is supervised by the Group as though that person were the Group’s Employee;
(b)
All of the Group’s operations, including all its legal entities, and to the Group’s joint ventures and similar arrangements where the Group can exercise control, and where it cannot, the Group will seek to implement equivalent standards; and
(c)
Any other person or entity to the extent that they act on behalf of the Group in any way, including existing or prospective charterers, clients, consultants, contractors, suppliers or other goods/services providers, agents or intermediaries (each a “Third Party” and/or all of them together, the “Third Parties”).
4.2.
The Legal Department, led by the Group Legal Director, shall assess bribery and corruption risks, review and test controls, monitor compliance with this Policy, and update this Policy to ensure it remains effective and the Group remains compliant.
5.
Meaning of “Bribe”
5.1.
The Group operates in many jurisdictions, all of which have bribery and anti-corruption laws. There are differences in approach and therefore the Policy is written with the highest and most onerous requirements in mind. In the Group’s view the UK Bribery Act 2010 is the most stringent and this Policy has been written in accordance with that Act, and its standards in mind.
5.2.
The Bribery Act 2010 came into force in the UK in July 2011 and consolidates the law, creating four criminal offences:
(a)
Offering, promising or giving a bribe to another person (active bribery);
(b)
Requesting, agreeing to receive or accepting a bribe (passive bribery);
(c)
Bribery of foreign public officials (including facilitation/grease type payments); and
(d)
Corporate offence of failing to prevent bribery.
5.3.
A bribe includes payments, offers or promises to pay, give or provide anything of value, directly or indirectly, to obtain an improper personal or business advantage and includes small facilitation type payments. The Group prohibits both the offering/giving (including authorising) and the requesting/receiving/accepting of a bribe.
5.4.
“Anything of value” should be interpreted broadly to include anything (whether monetary or non-monetary) that provides a benefit to the recipient and there is no lower limit. By way of example, a bribe may include a gift, secret commissions or kickbacks, inappropriate or disproportionate remuneration, political contributions, excessive travel and entertainment, offers of employment, or any form of preferential treatment. Please note that this list of examples is not exhaustive.
6.
Responsibility of the Employees
6.1.
The Employees and those acting on the Group’s behalf must not:
(a)
Offer or make any payments that are not for bona fide services or goods;
(b)
Offer or make any payments that are not properly authorized by the Management;
(c)
Attempt to induce a public official to do anything by offering or giving anything of value to them personally or to a Close Relative, friend or business associate;
(d)
Attempt to influence the business decisions or any person by offering or giving anything of value to them personally or to a Close Relative, friend or business associate;
(e)
Accept or request anything of value for their personal benefit or the benefit of a family member, friend or business associate in exchange for giving preferential treatment to a business partner;
(f)
Record any payment or other disbursements in the Group’s books or records inaccurately, misleadingly, or without sufficient detail to reflect the true purpose, recipient, and business justification;
(g)
Fail to record gifts or entertainment accurately and with sufficient detail, obtaining approval where required;
(h)
Participate, encourage or otherwise facilitate any of the above actions by anyone other than themselves; or
(i)
Fail to promptly report any concern, suspicion, or request relating to bribery, corruption, facilitation payments, or improper gifts/hospitality.
6.2.
Retaliation against anyone who reports a concern in good faith or participates in an investigation is strictly prohibited.
7.
Reporting
7.1.
Where an Employee becomes aware of, or suspects, that bribery has taken place, the following procedures apply:
(a)
The information shall be reported in the first instance to the Legal Department and the Group Legal Director, or via any Group whistleblowing channel where applicable;
(b)
The Legal Department/Group Legal Director will make a written record of the report and give a written acknowledgement to the Employee concerned;
(c)
The Legal Department/Group Legal Director will assess the report and, where appropriate, initiate an internal investigation into the substance of the allegation;
(d)
On the conclusion of the internal investigation, where appropriate, the Legal Department/Group Legal Director will make a report to the relevant official authority; and
(e)
The Legal Department/Group Legal Director will retain the records and documents for at least six (6) years, or longer where required by law/regulation or where investigation/proceedings are ongoing.
7.2.
Every effort will be made to grant anonymity if it is requested, although Employees should be aware that anonymity may be difficult or even impossible to preserve in a small company and if, as a result of investigations, the police are informed or disciplinary action against the wrongdoer is taken. All reports made to the Legal Department/Group Legal Director will be treated in confidence and be fully investigated. Retaliation against anyone who reports a concern in good faith or participates in an investigation is strictly prohibited.
8.
Non-compliance
8.1.
The Group strictly prohibits bribery in any form. Even if an Employee believes their actions are in the best interests of the Group, the consequences of non-compliance with this Policy can be severe for the individual involved and the Group as a whole. Bribery and corruption will be considered acts of gross misconduct and any Employee who breaches this Policy will face disciplinary action, which may include immediate dismissal. The Group reserves the right to terminate its contractual relationship with Third Parties where a breach of this Policy is identified and may report matters to competent authorities where required or appropriate. The Group may also seek legal remedies against Third Parties who breach this Policy.
9.
Communications, Monitoring & Review
9.1.
The Policy and related guidelines will be regularly communicated to all Employees. Training will also be provided to ensure understanding and compliance of the Employees. Each Employee is required to acknowledge receipt of the Policy and confirm their understanding and acceptance by signing it, upon commencement and periodically thereafter, as determined by the Group. Where applicable, Employees will receive periodic updates regarding the Policy. The Policy will also be made available on the Group’s website for access by Third Parties.
Section II. Gifts and Entertainment
10.
Purpose
10.1.
The Group must act with integrity and transparency in all of its business to avoid even the appearance of it being seeking to obtain any improper advantage through overly lavish hospitality. Such hospitality may be considered unlawful under the UK Bribery Act 2010 and other laws if it is excessive and/or it is made at an inappropriate time, for example in the middle of contract negotiations. The Group does not therefore permit the giving or receiving of gifts, benefits or entertainment that are not reasonably justifiable in the circumstances and/or not authorized in accordance with this Policy.
10.2.
The Policy sets out the Group’s rule on the offering and receiving of gifts, benefits and entertainment. It seeks to ensure that any conflict of interest or the appearance of such, between the self-interest of an Employee and their responsibilities to the Group or its clients is avoided or, at the very least, appropriately managed. All client entertainment expenses will, therefore, be declared and closely monitored by the Group.
10.3.
All Employees of the Group must act in accordance with the terms of the Policy when considering whether to offer or receive gifts, benefits or entertainment. If there is any doubt in relation to it the Legal Department / Group Legal Director must be contacted.
11.
Gifts, Benefits and Entertainment
11.1.
General
12.1.1
All Employees must not accept gifts, benefits or entertainment from, or offer or provide them to, a person they know through their employment with the Group except as outlined in this Policy.
12.1.2
When considering receiving gifts, benefits or entertainment from a Third Party, the Employees must ensure they do not exploit their position within the Group for personal or private gain whether of monetary nature or otherwise. This includes, but is not limited to holidays, meals, flights /travel and other personal benefits, for themselves, their families or any other individual.
12.1.3
No gifts, benefits or entertainment may be offered to Third Parties in circumstances where it:
(a)
is inappropriate given the nature of the underlying business relationship, particularly when the Group is tendering, negotiating, drafting or about to enter into any contact or agreement with any Third Party;
(b)
is excessively frequent, high in value or of a nature that could create the perception of impropriety;
(c)
could cause embarrassment to the Group or damage its reputation;
(d)
could lead the recipient to improperly carry out its duties;
(e)
could be interpreted as an attempt to gain an improper business advantage, an inducement for investment or other business, or as a bribe;
(f)
could unduly influence the recipients’ judgment and/or affect the provision or receipt of a service; or
(g)
violates any applicable laws or regulations
11.2.
Gifts
11.2.1.
Giving or receiving cash gifts of any amount is strictly prohibited. Employees are also prohibited from soliciting or accepting gifts or anything of value (whether monetary or non-monetary) for their own benefit in return for a relevant function or activity being improperly performed, either by them or others.
11.3.
Gifts to Public Officials
11.3.1.
A Public Official refers to any individual holding a legislative, administrative or judicial office or employed by or representing a government-owned or controlled entity.
11.3.2.
Gifts to Public Officials are strictly prohibited, unless (i) lawful, (ii) exceptional and pre-approved in writing by the Management. In cases of doubt, guidance should be sought from the Legal Department / Group Legal Director, before offering such a gift.
11.4.
Acceptable Gifts
11.4.1.
Promotional items: items of nominal value (such as stationery, pens, calendars or diaries) may be offered provided they clearly display the name and logo of any of the entities of the Group
11.4.2.
Low-value personal gifts: Low-value gifts of a personal nature may be given to business acquaintances of the Group to mark occasions such as a wedding, birth of a child or retirement provided there is no expectation that a relevant function or activity will be performed improperly, or that business will be obtained or retained, as a result of the gift, or where the giving of the gift could lead to an assumption or inference that the intention was to obtain a business advantage. Such gifts should be notified in advance to the Legal Department / Group Legal Director prior to being given.
11.4.3.
Seasonal or traditional gifts offered on behalf of the Group may be given to mark local festivals if it is local business practice to exchange such gifts and the gifts are not excessive. Such gifts should be notified to the Legal Department / Group Legal Director prior to being given.
11.4.4.
Please note that repeat gifts of this nature should generally be discouraged, especially if their combined value exceeds €500 over the course of a year.
11.5.
Entertainment
11.5.1.
Client entertainment can be considered bribery, which is a criminal offence, if the intention behind offering hospitality is to improperly influence the recipient’s actions. This is most likely to be the case where hospitality is excessive or unreasonable. As a result, all client entertainment expenses will be fully disclosed and closely monitored by the Legal Department / Group Legal Director.
11.5.2.
The following general guidelines apply:
(a)
Entertainment offered to or accepted from Third Parties should not be so frequent or excessive as to raise any question of impropriety and must always be consistent with the underlying relationship with the Third Party.
(b)
Entertainment, whether provided or accepted, must be approved in advance by the Legal Department / Group Legal Director if the cost exceeds Euro 500 per person.
(c)
Normal business courtesies such as paying for a meal are acceptable provided they are proportionate and cannot reasonably be regarded as giving rise to a conflict of interest. For example, paying for a meal to mark the end of a business transaction would be acceptable.
(d)
Attendance at sports, cultural or other social events is permitted but lavish entertainment should be declined. Employees should refrain from soliciting entertainment from Third Parties.
(e)
Providing accommodation or transport to Third Parties attending entertainment events, and paying for their guests or family members, must be avoided. If it is unavoidable, prior discussion with the Legal Department / Group Legal Director is required and the expenses must be properly declared.
11.6.
Entertainment of Public Officials
11.6.1.
Gifts or entertainment for Public Officials should be avoided whenever possible. If it is being considered, the Employees should consult the Legal Department / Group Legal Director in advance.
12.
Non-Compliance
12.1.
Breaches of the Policy are a serious matter and may render Employees liable to disciplinary action, up to and including termination of employment.
12.2.
In many jurisdictions, such breaches might also render an Employee liable to prosecution by a law enforcement or regulatory body which might impose significant penalties for the giving or receiving of payments or gifts, benefits or entertainment which are deemed to be improper inducements for investment or other business. Where a clear breach of the law and the Policy has taken place the Group will be obliged to co-operate with the appropriate law enforcement authorities.
12.3.
In the case of Third Parties or other business partners to whom the Policy also applies, the Group will not hesitate to terminate its relationship with a Third Party or other business partner found to have breached the Policy.
13.
Review of Gifts and Entertainment
13.1.
Details of all gifts, benefits or entertainment given or received over Euro 500, including any rejected gifts, should be maintained in a register. As such, all Employees are requested to report such details to the Legal Department / Group Legal Director who will in turn maintain a log in this respect listing such details.
13.2.
The Legal Department / Group Legal Director will periodically review (at least annually) the frequency of gifts and entertainment being received and given and where appropriate seek the advice of the Group’s legal advisors where the cumulative monetary value of gifts and entertainment given or received by any individual appears excessive or inappropriate.
Section III. Political and Charitable Donations
14.
Purpose
14.1.
This section governs political and charitable donations made by the Group and any Employee acting in a business capacity for and on behalf of the Group.
15.
Political Donations
15.1.
The Group and the Employees are not permitted, under any circumstances, to make political donations on behalf of the Group.
15.2.
If an Employee becomes aware of or suspects that any political donation or political support has been made or is intended to be made on behalf of the Group, the Employee must report it immediately to the Legal Department / Group Legal Director. Employees must not use their position to coerce or pressure others to make political contributions or to support or oppose any political party.
15.3.
Notwithstanding the above prohibition, Employees remain entitled to participate in the political process in their individual capacity and not as representative of any of the entities of the Group. Any decision to do so is entirely personal and voluntary and is a private matter. In so doing, when engaged in political activities, Employees are expected to do it as private individuals, and at all times must make it clear that their views and actions are their own, and not those of any of the entities of the Group.
16.
Charitable Donations
16.1.
It is the general policy of the Group that charitable donations made on behalf of the Group should be made only to reputable charities that are duly registered/recognised under applicable local law and have appropriate governance and transparency, which shall remain recorded at the Group’s files for future reference. In accordance with the Policy, charities with political connections should always be avoided.
16.2.
The Group shall have an annually approved budget for donations, which will be distributed only to charitable entities that are duly registered/recognised under applicable local law and have appropriate governance and transparency. The Events Director will be responsible for deliberating on donation requests and the value to be disbursed. All supporting documentation and receipts must be provided to the accounting department, which reported expenses must be recorded accurately and in sufficient detail.
16.3.
Charitable donations on behalf of the Group may only be made with the explicit approval of the Events Director and/or the Legal Department / Group Legal Director.
16.4.
The Events Director is responsible for overseeing the budget allocated for charitable donations. Additionally, they must maintain a record of all charitable organizations that have approached the Group as well as the actual donations made to each of them. The Events Director should regularly review and update this record.
Section IV. Facilitation Payments
17.
Purpose
17.1.
The purpose of this section is to clearly prohibit facilitation payments and to provide guidance to Employees and Third Parties on how to respond if such payments are requested or demanded.
18.
Prohibition of Facilitation Payments
18.1.
Facilitation payments (also referred to as “grease payments”) are small payments, whether in cash or in kind, made to secure, expedite or ensure the performance of a routine governmental action to which the payer is already legally entitled (for example, processing permits, visas, customs clearance, utilities, inspections or similar actions).
18.2.
The Group strictly prohibits facilitation payments in any form, regardless of local custom, business practice or perceived commercial necessity.
18.3.
Employees and Third Parties acting on behalf of the Group must not offer, promise, give, request, authorise or accept any facilitation payment, directly or indirectly.
19.
Requests for Facilitation Payments
19.1.
If an Employee is requested, pressured or expected to make a facilitation payment, they must:
(a)
refuse the request clearly and politely;
(b)
explain that the Group’s policy and applicable law prohibit such payments; and
(c)
immediately report the request to the Legal Department / Group Legal Director.
19.2.
All requests for facilitation payments must be documented and reported, even where no payment is ultimately made.
20.
Exception – Threats to Personal Safety
20.1.
The only exception to the prohibition on facilitation payments is where an Employee faces an immediate and credible threat to their personal safety or liberty, and no reasonable alternative is available.
20.2.
In such exceptional circumstances:
(a)
the Employee’s safety must take priority;
(b)
the payment should be limited strictly to what is necessary to remove the immediate threat; and
(c)
the incident must be reported to the Legal Department / Group Legal Director as soon as reasonably practicable, together with full details of the circumstances, amount paid and individuals involved.
20.3.
Any payment made under this exception must be accurately recorded in the Group’s books and records and will be reviewed by the Legal Department / Group Legal Director.
21.
Record Keeping and Monitoring
21.1.
Facilitation payments must never be disguised or mischaracterised in the Group’s books and records.
21.2.
The Legal Department / Group Legal Director will monitor reported incidents and assess whether additional controls, training or engagement with authorities is required.
Section V. Conflict of Interests
22.
Purpose
22.1.
The Group is dedicated to ensuring that both Employees and Third Parties act in the best interests of the Group. This includes effectively managing any actual or potential conflicts of interest, while acknowledging that Employees may have personal interests and affiliations outside of their work with the Group. This Policy outlines the Group’s expectations regarding potential conflicts of interest and complements but does not replace the obligation of confidentiality regarding Group matters that all Employees are required to uphold.
23.
What is a conflict of interest?
23.1.
A conflict of interest may arise when an Employee or one of their Close Relatives has, or takes on, an affiliation or outside interest which could be perceived negatively to impact on the Group’s interest.
23.2.
Examples of potential conflicts of interest include:
(a)
engaging with a Third Party where Close Relatives are employed by the Third Party in relevant business areas;
(b)
appointing a Third Party where the Employee or a Close Relative has a financial interest in that Third Party;
(c)
hiring a Close Relative for a position within the Group;
(d)
investing in or otherwise providing a benefit to a competitor of the Group; and
(e)
investing in a current or prospective Third Party to the Group.
24.
What should the Employees do if they may have a conflict of Interest?
24.1.
Any external relationships or affiliations that could be perceived as a conflict of interest must be disclosed in writing to the Legal Department / Group Legal Director. All outside employments must also be declared.
24.2.
Employees are required to inform the Legal Department / Group Legal Director, in writing, if they or any of their Close Relatives hold a Public Official position.
24.3.
The Legal Department / Group Legal Director will assess the potential conflict of interest and determine the most appropriate course of action, considering the unique nature of living and conducting business in a closed environment like Cyprus.
25.
Does it matter if an Employee’s Close Relative works for the Company, a Third Party or a competitor of the Company?
25.1.
Employment and affiliations of Close Relatives may present or give the appearance of a potential conflict of interest. However, given the limited size of Cyprus’ job market, this should be considered on a case-by-case basis. In exceptional circumstances, where a direct conflict may arise, such as when a close relative of an Employee is employed by the Group, a Third Party or a competitor, the Employee is required to disclose this information in writing to the Legal Department / Group Legal Director.
26.
What should the Employees do if another Employee notifies them of a potential conflict of interest?
26.1.
All potential conflicts of interest should be assessed based on their merits and the potential impact on the Group’s business. Certain outside affiliations may be acceptable, such as serving as a Trustee for a reputable charity or as a pension trustee. However, others could adversely affect the Group’s interests, such as an Employee (or their Close Relatives) also working for a competitor or Third Party. In some cases, the conflict can be managed, for example, by excluding the Employee from discussions or decisions involving the related Third Party. It is the Employee’s responsibility to ensure that their outside affiliations do not or are not perceived to influence their work or the work of those they report to. For guidance on managing conflicts of interest, Employees should consult the Legal Department / Group Legal Director.
27.
Non-compliance
27.1.
Failure to adhere to this Policy is a serious disciplinary offence which can lead to termination of employment or business relations.
27.2.
Complaints regarding non-compliant behavior should be reported to the most accessible Head of Department/Manager/Director. If there is a concern that this may not be effective, the complaint may be directed to the Legal Department / Group Legal Director. All complaints will be treated with seriousness and investigated as necessary. Retaliation against individuals who report violations in good faith or participate in an investigation is strictly prohibited.