Anti-Bribery & Anti-Corruption Policy

This policy establishes the company’s zero-tolerance standard for bribery and corruption and sets requirements designed to comply with the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act 2010. It applies to interactions with government officials and private parties and governs gifts, entertainment, charitable contributions, sponsorships, third-party relationships, books and records, and reporting obligations.

This policy applies to all employees, officers, directors, temporary workers, contractors, consultants, agents, distributors, resellers, and other third parties acting for or on behalf of the company. It applies to all business activities, whether conducted directly or through an intermediary, and to all jurisdictions in which the company operates. California employees: if any local law provides additional protections or reporting requirements, those requirements apply in addition to this policy.

The company strictly prohibits:

• Offering, promising, authorizing, giving, soliciting, or accepting any bribe, kickback, or improper payment.
• Making payments or providing anything of value to influence a business decision improperly or to obtain or retain business.
• Offering anything of value to a government official without prior written approval and documented legal/compliance review.
• Making facilitation payments, except where a documented, immediate threat to personal safety exists and the payment is reported to Compliance as soon as practicable.
• Using third parties to do indirectly what the company may not do directly.

No employee or covered third party may evade this policy by characterizing a payment as a commission, fee, rebate, donation, sponsorship, or marketing expense when its purpose is improper.

For purposes of this policy:

• Anything of value includes cash, gifts, meals, travel, entertainment, discounts, favors, employment offers, charitable donations, political contributions, loans, services, or other benefits.
• Government official includes employees of state-owned or state-controlled enterprises.
• Improper advantage includes securing contracts, permits, licenses, tax benefits, customs clearance, inspections, or favorable treatment.
• Reasonable and bona fide means modest, legitimate, directly related to a business purpose, and not intended to influence improperly.

1) Gifts, meals, travel, and entertainment

• Must be lawful, modest, infrequent, and directly related to a legitimate business purpose.
• Must never be cash or cash equivalents.
• Must not be offered during active bidding, negotiation, or decision-making unless approved in writing by Compliance.
• Must be accurately recorded with the business purpose, attendees, date, and amount.

2) Charitable contributions and sponsorships

• Must be made only to legitimate organizations after due diligence confirms the recipient is bona fide.
• Must not be used as a substitute for a bribe or to influence a government official or customer decision.
• Require pre-approval from Compliance and Finance when tied to a business relationship, government interaction, or customer request.

3) Third-party diligence

• Before onboarding agents, consultants, distributors, or other intermediaries, the business owner must complete risk-based due diligence.
• Due diligence must assess ownership, qualifications, reputation, government ties, compensation structure, and red flags.
• Contracts must include anti-bribery representations, audit rights, termination rights, and compliance obligations.
• Higher-risk third parties require enhanced due diligence and periodic re-screening.

4) Red flags

Employees must escalate immediately if they observe: unusual commissions, requests for offshore payments, vague invoices, refusal to certify compliance, requests to hide the true recipient, or any indication that a third party may be acting improperly.

5) Books and records

All transactions must be recorded accurately, completely, and in reasonable detail. False, misleading, or incomplete entries are prohibited.

• Employees and covered third parties: comply with this policy, complete required training, and report concerns promptly.
• Managers: ensure team members understand approval requirements and do not pressure others to bypass controls.
• Business owners / requestors: perform and document due diligence before engaging third parties or approving higher-risk expenditures.
• Finance: maintain accurate books and records, review supporting documentation, and reject unsupported or suspicious payments.
• Legal / Compliance: review escalations, approve exceptions where permitted, investigate allegations, and maintain the policy framework.
• Procurement: ensure anti-bribery terms are included in vendor onboarding and contracting processes.

Employees must report suspected violations immediately to their manager, Legal, Compliance, HR, or through the company’s reporting channel. Reports will be handled in good faith and investigated promptly. Retaliation against anyone who raises a concern in good faith is prohibited.

Violations of this policy may result in corrective action up to and including termination of employment or contract, contract termination, referral to law enforcement, and other remedies permitted by law. The company may also require repayment, disgorgement, or other remediation where appropriate.

This policy will be reviewed at least annually and updated as needed to reflect changes in law, business operations, risk profile, and enforcement guidance. Any exception must be approved in writing by Legal or Compliance and documented with the business justification, scope, and duration.