Anti-bribery and Corruption Policy

In this policy “we”, ‘us”, and “the Company” mean Orion Electrotech Ltd.

Bribe

“Bribe” means an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage; “to Bribe” and “Bribery” are construed accordingly.

Relevant Person

“Relevant Person” means any individual (whether an officer of employee of the Company, or a temporary worker, contractor or consultant providing services to or on behalf of the Company) or any corporate entity who performs functions for or on behalf of the Company.

One of the Company’s core values is to uphold responsible and fair business practice. It is committed to promoting and maintaining the highest level of ethical standards in relation to all of its business activities. Its reputation for maintaining lawful business practices is of paramount importance and this Policy is designed to preserve these values.

The Company therefore has a zero-tolerance policy towards bribery and corruption and is committed to acting fairly and with integrity in all of its business dealings and relationships and to implementing and enforcing effective systems to counter bribery.

This Policy sets out the steps all of us must take to prevent bribery and corruption in our business and to comply with relevant legislation. It is aimed at:

• ensuring compliance with anti-bribery laws, rules and regulations, not just within the UK but in any other country within which the Company may carry out its business or in relation to which its business may be connected;
• enabling any Relevant Person to understand the risks associated with bribery and to encourage them to be vigilant and effectively recognise, prevent and report any wrongdoing, whether by themselves or others;
• providing suitable and secure reporting and communication channels and ensuring that any information that is reported is properly and effectively dealt with;
• creating and maintaining a rigorous and effective framework for dealing with any suspected instances of bribery or corruption.

3.1 Responsibility

The Group Managing Director has overall responsibility for ensuring this policy complies with our legal and ethical obligations, and that all those under our control comply with it.

The Head of Quality and Compliance/Group Operations Director has primary and day-to-day responsibility for implementing this policy (and is the Company’s compliance officer for the purposes of the Bribery Act 2010), and for monitoring its use and effectiveness and dealing with any queries on its interpretation. Management at all levels are responsible for ensuring those reporting to them are made aware of and understand this policy and are given adequate and regular training on it.

3.2 Scope

This Policy applies to all individuals working at all levels including directors, managers, employees (whether permanent, fixed-term or temporary), consultants, contractors, trainees, seconded staff, casual workers and agency staff or any other person associated with us, wherever located (collectively referred to as workers in this Policy).

The Bribery Act 2010 (the Bribery Act) came into force on 1 July 2011. The Bribery Act affects the Company in its business relations anywhere in the world.

Under the Bribery Act it is an offence to:

• bribe a person i.e. to offer, promise or give a financial or other advantage to another person, whether within the UK or abroad, with the intention of inducing or rewarding improper conduct;
• receive a Bribe i.e. to request, agree to receive or accept a financial or other advantage for or in relation to improper conduct;
• bribe a foreign public official; and
• fail to prevent Bribery.

Involvement in Bribery or corruption carries many risks. Among them are:

• a company which pays or accepts Bribes is not in control of its business and is at risk of blackmail;
• if the Company is found guilty of Bribery or even of failing to have adequate procedures in place to prevent Bribery, it will be subject to unlimited fines;
• any person found guilty of Bribery will be subject to fines and/or imprisonment of up to 10 years;
• a public exposure, or even allegation, of bribery would entail severe reputational damage. The Company’s banking or supply facilities might be withdrawn or be available on much less favourable terms, and the Company could be blacklisted as an approved tenderer for both public and private sector contracts;
• the cost of our insurance cover could increase very significantly; and
• good people will not want to work for us.

Equally, there are very clear benefits to acting with propriety. These include:

• we increase our chances of being selected as a supplier in both the public and private sectors;
• we remain in good standing with our banks and our own suppliers and they will want to keep doing business with us;
• a business with high ethical standards is a good place to work; and
• it is a requirement of the REC Code of Professional Practice that we act with integrity at all times.

All Relevant Persons and Associated Persons are required at all times:

• not to commit an offence listed above at section 4 or any other offence;
• to comply with the Bribery Act and any other anti-bribery and anti-corruption legislation that applies in any jurisdiction in any part of the world in which they or the Company might conduct business;
• to act honestly, responsibly and with integrity;
• to safeguard and uphold the Company’s core values by operating in an ethical, professional and lawful manner at all times.

Bribery of any kind is strictly prohibited. Under no circumstances should any provision be made, money set aside, or accounts created for the purposes of facilitating the payment or receipt of a Bribe.

Bribery and corruption are punishable for individuals by up to ten years’ imprisonment and if we are found to have taken part in corruption, we could face an unlimited fine, be excluded from tendering for public contracts and face damage to our reputation. We therefore take our legal responsibilities very seriously.

We have identified that the following are particular risks for our business:

• Tendering for large value projects in the UK
• Tendering for large value projects overseas

In this Policy, third party means any individual or organisation you come into contact with during the course of your work 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 and political parties.

The Company recognises that industry practices may vary from country to country or from culture to culture. What is considered unacceptable in one place may be normal or usual practice in another. You should seek appropriate guidance from the Company’s Director(s). All Relevant Persons and all Associated Persons are expected to adhere strictly at all times to the guidelines set out in this Policy. If you are in doubt as to what might amount to bribery or what might constitute a breach of this Policy, refer the matter to your Team Manager / Divisional Manager / Director(s) / Group Operations Director / Head of Quality and Compliance.

The Company occasionally provides gifts and hospitality to clients, customers, contractors, and suppliers. This is not prohibited by the Bribery Act provided the following requirements are met:

• The gift 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;
• it complies with local laws;
• it is given in the Company’s name, not in the givers personal name;
• it does not include cash or a cash equivalent (such as gift vouchers);
• it is of appropriate and reasonable type and value and given at an appropriate time;
• it is given openly, not secretly;
• it is approved in advice by a director of the Company.

In summary, it is not acceptable 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, or to accept a payment, gift or hospitality from a third part that you know or suspect is offered or provided with the expectation that it will obtain a business advantage for them.

Any payment or gift to a public official or other person to secure or accelerate the prompt or proper performance of a routine government procedure or process, otherwise known as a “facilitation payment”, is also strictly prohibited. Facilitation payments are not commonly paid in the UK but they are common in some other jurisdictions.

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Common indicators of corruption include those listed below. There may well be others. For example:

• payments are for abnormal amounts (e.g. commission), or made in an unusual way, eg what would normally be a single payments is made in stages, through a bank account never previously used, or in a currency or via a country which has no connection with the transaction;
• process is bypassed for approval or sign-off of terms or submission of tender documents, payments, or other commercial matters; those whose job it is to monitor commercial processes (e.g [insert person or department specific to Company, e.g. Internal Audit]) may be prevented from or hindered in doing so;
• individuals are secretive about certain matters or relationships and/or insist on dealing with them personally. They may make trips at short notice without explanation, or have a more lavish lifestyle than expected;
• decisions are taken for which there is no clear rationale;
• records are incomplete or missing.

You should be aware that such contributions can be (or be seen as) Bribes in disguise. We do not make donations to political parties. No individual is to make a donation stated to be, or which could be taken to be, on our behalf without the prior approval of the Board. You may, of course, make political donations in a personal capacity but please be sensitive to how such contributions could be perceived, especially by those who are aware of your connection with the Company.

Bribes may even be disguised as charitable donations. Whilst individuals may of course make personal donations to charity, they should not do so on behalf of the Company without prior approval from the Board.

We understand that different parts of the world have different social and cultural customs. This does not affect our position that we do not pay or accept bribes or act corruptly: we do not and will not. However, subject to that position, we understand the need to be sensitive to local customs.

For example, there are cultures in which refusing (or even failing to offer) a gift is considered impolite and could alienate a key contact. In such cases, please refer to the Director(s) / Head of Quality and Compliance.

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In some circumstances a payment is justifiable. If one of our people is faced with a threat to his or her personal safety or that of another person if a payment is not made, they should pay it without fear of recrimination.

In such cases, however, the Director(s)/ Head of Quality and Compliance must be contacted as soon as possible, and the payment and the circumstances in which it was made must be fully documented and reported to the Director(s) for the business concerned within five working days.

Such cases will be rare. All Relevant Persons visiting regions where they are more common should familiarise themselves, prior to travel, with current guidance relating to those countries.

All Relevant Persons are contractually required to take whatever reasonable steps are necessary to ensure compliance with this Policy and to prevent, detect and report any suspected Bribery or corruption. All Relevant Persons have a duty to prevent, detect and report any incident of Bribery and any potential risks of Bribery.

If you know or suspect that any Relevant Person plans to offer, promise or give a Bribe or to request, agree to receive or accept a Bribe in connection with the Company’s business, you must disclose this to your Team Manager/Head of Quality and Compliance/Director as quickly as possible to allow appropriate action to be taken promptly.

The Company is committed to taking appropriate action against Bribery and corruption. This may include either reporting the matter to an appropriate external government department, regulatory agency or the police and/or taking internal disciplinary action against relevant employees and/or terminating contracts with associated persons.

The Company will keep your disclosure confidential during any investigation it undertakes to the extent that this is practical and appropriate in the circumstances. The Company will support anyone who raises genuine concerns in good faith under this Policy, even if they turn out to be mistaken.

The Company is also committed to ensuring nobody 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 corruption offence has taken place or may take place in the future or because they may assist in the investigation of an allegation of Bribery or corruption.

All accounts, receipts, invoices and other documents and records relating to dealings with third parties must be prepared and maintained with strict accuracy and completeness. No accounts must be kept “off the record” to facilitate or conceal improper payments.

The Directors/Head of Quality and Compliance has primary responsibility for ensuring compliance with this Policy and will review its contents on a regular basis. He/she will be responsible for monitoring its effectiveness and will provide regular reports in this regards to the directors of the company who have overall responsibility for ensuring this Policy complies with the Company’s legal and ethical obligations.

The Company will provide training to all employees to help them understand their duties and responsibilities under this Policy. The Company’s zero tolerance approach to Bribery will also be communicated to all business partners at the outset of the business relationship with them and as appropriate thereafter.

A breach of any of the provisions of this Policy by any Relevant Person who is an officer or employee of the Company will constitute a disciplinary offence and will be dealt with in accordance with the Company’s disciplinary procedure. Depending on the gravity of the offence, it may be treated as gross misconduct and could render the officer or employee liable to summary dismissal.

Breach of this policy by any Relevant Person who is a temporary worker, contractor or consultant providing his/ her services to the Company may lead to the immediate termination of that temporary worker’s, contractor’s or consultant’s engagement by the Company.

Breach of this policy by any Relevant Person which is a corporate entity could lead to the suspension or termination of any relevant contract, sub-contract or other agreement between the corporate entity and the Company.

The following is a list of possible red flags that may arise during the course of you 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 you encounter any of these red flags while working for us, you must report them promptly to a director:

• you become aware that a third party engages in, or has been accused of engaging in, improper business practices;
• you learn 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 you provide employment or some other advantage to a friend or relative;
• you receive 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;
• you notice 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;
• you are offered an unusually generous gift or offered lavish hospitality by a third party.

Please view Technopro Holdings policy: TP_Anti-Corruption Guidelines