1. INTRODUCTION 2. SCOPE OF THIS POLICY 3. BRIBERY AND CORRUPTION 4. POTENTIAL RED FLAGS 5. PROHIBITIONS 6. DONATIONS 7. REPORTING BRIBERY AND CORRUPTION 8. TRAINING AND COMMUNICATION 9. RECORD-KEEPING 10. BREACHES OF THIS POLICY

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1. INTRODUCTION

1.1 This Anti-Bribery and Corruption Policy (the “Policy”) defines the principles that apply to Advanced Markets Group (“Advanced Markets Group”, “we”, “us”, “our”, or “ours”) in accordance with all laws relevant to countering bribery and corruption in all the jurisdictions we operate. We take a zero-tolerance approach to bribery and corruption and commit to conducting our business in an honest and ethical manner, and acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate and implementing and enforcing effective systems to counter bribery and corruption.

1.2 The purpose of this Policy is to set out our responsibilities, and of those working for us, in observing and upholding our position on bribery and corruption and provide information and guidance on how to recognize and deal with bribery and corruption matters.

1.3 It is a criminal offence to offer, promise, give, request, or accept a bribe, and as an employer if we fail to prevent bribery, we can face serious penalties and damage to our reputation. We therefore take our legal responsibilities very seriously.

1.4 In this Policy, ‘third party’ means any individual or organisation and includes actual and potential clients, suppliers, distributors, business contacts, agents, advisers, and government and public bodies, including their advisors, representatives and officials, politicians and political parties.

2. SCOPE OF THIS POLICY

2.1 This Policy applies to all persons working for us or on our behalf in any capacity, including employees at all levels, directors, officers, agency workers, seconded workers, volunteers, interns, agents, contractors, external consultants, third-party representatives and business partners, sponsors, or any other person associated with us, wherever located.

2.2 The boards of directors of all Advanced Markets Group companies have overall responsibility for ensuring this Policy complies with our legal and ethical obligations, and that all those under our control comply with it, and have primary responsibility for implementing this Policy, monitoring its use and effectiveness, dealing with any queries about it, and ensuring internal control systems and procedures are effective in countering bribery and corruption.

2.3 Senior management are responsible for ensuring those reporting to them understand and comply with this Policy and are given sufficient and frequent training on it.

3. BRIBERY AND CORRUPTION

3.1 Bribery is offering, promising, giving or accepting any financial or other advantage, to induce the recipient or any other person to act improperly in the performance of their functions, or to reward them for acting improperly, or where the recipient would act improperly by accepting the advantage. An advantage includes money, gifts, loans, fees, hospitality, services, discounts, the award of a contract or anything else of value.

3.2 A person acts improperly where they act illegally, unethically, or contrary to an expectation of good faith or impartiality, or where they abuse a position of trust. The improper acts may be in relation to any business or professional activities, public functions, acts in the course of employment, or other activities by or on behalf of any organisation of any kind.

3.3 Corruption is the abuse of entrusted power or position for private gain.

4. POTENTIAL RED FLAGS

The following is a list of possible red flags that may arise during the course of persons working for us and which may raise concerns under various anti-bribery and anti-corruption laws. The list is not intended to be exhaustive and is for illustrative purposes only. If persons encounter any of these red flags while working for us, they must report them promptly to their manager:

becoming aware that a third party engages in, or has been accused of engaging in, improper business practices;
learning that a third party has a reputation for paying bribes, or requiring that bribes are paid to them, or has a reputation for having a “special relationship” with foreign government officials;
a third party insists on receiving a commission or fee payment before committing to sign up to a contract with us, or carrying out a government function or process for us;
a third party requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made;
a third party requests that payment is made to a country or geographic location different from where the third party resides or conducts business;
a third party requests an unexpected additional fee or commission to “facilitate” a service;
a third party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services;
a third party requests that a payment is made to “overlook” potential legal violations;
a third party requests that we provide employment or some other advantage to a friend or relative;
receiving an invoice from a third party that appears to be non-standard or customised;
a third party insists on the use of side letters or refuses to put terms agreed in writing;
noticing that we have been invoiced for a commission or fee payment that appears large given the service stated to have been provided;
a third party requests or requires the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to us; or
being offered an unusually generous gift or offered lavish hospitality by a third party.

5. PROHIBITIONS

5.1 It is not acceptable for persons working for us (or someone on their behalf) to:

give, promise to give, or offer, a payment, gift or hospitality with the expectation or hope that a business advantage will be received, or to reward a business advantage already given;
give or accept a gift or hospitality during any commercial negotiations or tender process, if this could be perceived as intended or likely to influence the outcome;
accept a payment, gift or hospitality from a third party that we know or suspect is offered with the expectation that it will provide a business advantage for them or anyone else in return;
accept hospitality from a third party that is unduly lavish or extravagant under the circumstances.
offer or accept a gift to or from government officials or representatives, or politicians or political parties, without the prior approval of their manager;
threaten or retaliate against another individual who has refused to commit a bribery offence or who has raised concerns under this policy; or
engage in any other activity that might lead to a breach of this Policy.

5.2 We do not make, and shall not accept, facilitation payments of any kind. Facilitation payments are typically small, unofficial payments made to secure or expedite a routine or necessary action (for example by a government official), or payments made in return for a business favour or advantage.

5.3 Any activity that might lead to a facilitation payment being made or accepted by us or on our behalf, or that might suggest that such a payment will be made or accepted, must be avoided. If persons working for us are asked to make a payment on our behalf, they shall always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. They should always ask for a receipt which details the reason for the payment. If they have any suspicions, concerns or queries regarding a payment, they shall raise these with a member of senior management.

5.4 Persons working for us are prohibited from accepting a gift from, or giving a gift to a third party, unless:

it is not made with the intention of influencing a third party to obtain or retain business or a business advantage, or to reward the provision or retention of business or a business advantage, or in explicit or implicit exchange for favours or benefits;
it is appropriate in the circumstances, taking account of the reason for the gift, its timing and value;
it is given openly, not secretly; and
it complies with any applicable local law.

Promotional gifts of low value such as branded stationery to or from existing customers, suppliers and business partners will usually be acceptable. Furthermore, reimbursing a third party’s expenses, or accepting an offer to reimburse our expenses (for example, the costs of attending a business meeting) would not usually amount to bribery.

5.5 We appreciate that practice varies between countries and regions and what may 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, hospitality or payment is reasonable and justifiable. The intention behind it should always be considered.

6. DONATIONS

6.1 We do not make contributions to political parties in an attempt to influence any decision or gain a business advantage.

6.2 We only make charitable donations that are legal and ethical under local laws and practices. No donation must be offered or made without the prior approval of the board of directors.

7. REPORTING BRIBERY AND CORRUPTION

7.1 The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for us or under our control. Such persons are required to avoid any activity that might lead to, or suggest, a breach of this Policy.

7.2 Persons working for us must notify their manager as soon as possible if they believe or suspect that a conflict with this Policy has occurred or may occur in the future. For example, if a client or potential client offers something to gain a business advantage with us or indicates that a gift or payment is required to secure their business.

7.3 We encourage persons working for us or are under our control to raise concerns about any issue or suspicion of bribery or corruption at the earliest possible stage.

7.4 If individuals are offered a bribe, or are asked to make one, or if they believe or suspect that any bribery, corruption or other breach of this Policy has occurred or may occur, they must notify their manager as soon as possible. If they are unsure about whether a particular act constitutes bribery or corruption, they must raise it with their manager.

7.5 Individuals who refuse to accept or offer a bribe, or who raise concerns or report another’s wrongdoing, are sometimes worried about possible repercussions. We aim to encourage openness and will support anyone who raises 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 in bribery or corruption, or because of reporting in good faith their suspicion that an actual or potential bribery or other corruption 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.

8. TRAINING AND COMMUNICATION

8.1 Training on this Policy forms part of the induction process for all individuals who work for us, and regular training will be provided as necessary.

8.2 Our zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors and business partners at the outset of our business relationship with them and as appropriate thereafter.

9. RECORD-KEEPING

9.1 We must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties.

9.2 All hospitality or gifts given or received must be declared and kept a written record of, which will be subject to managerial review.

9.3 All accounts, invoices, and other records relating to dealings with third parties including suppliers and customers should be prepared with strict accuracy and completeness. Accounts must not be kept “off-book” to facilitate or conceal improper payments.

10. BREACHES OF THIS POLICY

10.1 Any employee who breaches this Policy will face disciplinary action, which could result in dismissal for misconduct or gross misconduct.

10.2 We may terminate our relationship with other individuals and organisations working on our behalf if they breach this Policy.

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