Anti-bribery and Corruption

This Anti-bribery and Anti-corruption Policy (this “Policy”) exists to set out the responsibilities of Suntera Group Limited and any of our subsidiaries (collectively “Suntera”, “we”, “us” or “our”) with regard to observing and upholding our zero-tolerance position on bribery and corruption.

We are committed to conducting our business in an ethical and honest manner and to implementing and enforcing systems that ensure bribery is prevented. We have zero-tolerance for bribery and corrupt activities. We are committed to acting professionally, fairly, and with integrity in all business dealings and relationships, wherever in the country we operate.

We will constantly uphold all applicable laws relating to anti-bribery and corruption in all the jurisdictions in which we operate. We are bound by the laws of various jurisdictions globally which stipulate various provisions with regards to our conduct both at home and abroad.

We recognise that there are generally four key offences under our applicable legislation:

• Offering/promising/giving of a bribe;
• Agreeing to/receiving/accepting a financial or other bribe;
• Bribery of a foreign public official; and
• Failure of an organisation to prevent a bribe being paid for or on its behalf.

Of significance is the ‘corporate offence’ whereby employers can be liable to criminal prosecution for the action of employees involved in bribery, whether or not they were aware of it, unless they can show that they had adequate measures in place to prevent bribery happening. It is with this in mind that we commit to preventing bribery and corruption in our business and take our legal responsibilities seriously.

This Policy applies to all Suntera employees (whether temporary, fixed-term, or permanent), consultants, contractors, trainees, seconded staff, home workers, casual workers, agency staff, volunteers, interns, agents, sponsors, or any other person or persons associated with us (including third parties), or any of our subsidiaries or their employees, no matter where they are located in the world. This Policy also applies to Officers, Trustees, Board, and/or Committee members at any level.

In the context of this Policy, ‘third-party’ refers to any individual or organisation Suntera meets and works with. It refers to actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies – this includes their advisors, representatives and officials, politicians, and public parties.

Any arrangements we make with a third-party is subject to clear contractual terms, including specific provisions that require the third-party to comply with minimum standards and procedures relating to anti-bribery and corruption.

Bribery refers to the act of offering, giving, promising, asking, agreeing, receiving, accepting, or soliciting something of value or of an advantage so to induce or influence an action or decision.

A bribe refers to any inducement, reward, or object/item of value offered to another individual in order to gain commercial, contractual, regulatory, or personal advantage.

Bribery is not limited to the act of offering a bribe. If an individual is on the receiving end of a bribe and they accept it, they are also breaking the law.

Bribery is illegal. We shall not under any circumstances engage in any form of bribery, whether it be directly, passively (as described above), or through a third-party (such as an agent or distributor). We shall not at any time bribe a foreign public official anywhere in the world. We shall not accept bribes in any degree.

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

This section of the Policy refers to 4 areas:

• Gifts and hospitality;
• Facilitation payments and Kickbacks;
• Political contributions; and
• Charitable contributions.

Gifts and Hospitality

Suntera accepts that normal and appropriate gestures of hospitality and goodwill (whether given to/received from third parties) so long as the giving or receiving of gifts meets the following requirements:

• It is not made with the intention of influencing the party to whom it is being given, to obtain or reward the retention of a business or a business advantage, or as an explicit or implicit exchange for favours or benefits;
• It is not made with the suggestion that a return favour is expected;
• It is in compliance with local law;
• It is given in the name of Suntera, not in an individual staff member’s name;
• It does not include cash or a cash equivalent (e.g. a voucher or gift certificate);
• It is appropriate for the circumstances (e.g. giving small gifts around Christmas or as a small thank you to Suntera for helping with a large project upon completion);
• It is of an appropriate type and value and given at an appropriate time, taking into account the reason for the gift;
• It is given/received openly, not secretly;
• It is not selectively given to a key, influential person, clearly with the intention of directly influencing them; or
• It is not above a certain excessive value, as pre-determined by us (usually in excess of GBP£50.00).

We shall not offer to, or accept gifts from, a government official or representative or politician or political party, without the prior approval of Suntera’s Directors.

Where it is inappropriate to decline the offer of a gift (i.e. when meeting with an individual of a certain religion/culture who may take offence), the gift may be accepted so long as it is done in accordance with our internal procedures.

We recognise that the practice of giving and receiving business gifts varies between countries, regions, cultures, and religions, so definitions of what is acceptable and not acceptable will inevitably differ for each.

Before declining or accepting any gift, we shall carefully consider the intention behind a gift being given or received should always be considered.

Facilitation Payments and Kickbacks

We do not accept and will not make any form of facilitation payments of any nature. We recognise that facilitation payments are a form of bribery that involves expediting or facilitating the performance of a public official for a routine governmental action. We recognise that they tend to be made by low level officials with the intention of securing or speeding up the performance of a certain duty or action.

We do not allow kickbacks to be made or accepted. We recognise that kickbacks are typically made in exchange for a business favour or advantage.

Political Contributions

We will not make any donations, whether in cash, kind, or by any other means, to support any political parties or candidates because we recognise this may be perceived as an attempt to gain an improper business advantage.

Charitable Contributions

We accept (and indeed encourage) the act of donating to charities – whether through services, knowledge, time, or direct financial contributions (cash or otherwise).

We shall ensure that all charitable donations made by Suntera are legal and ethical under local laws and practices.

If you suspect that there is an instance of bribery or corrupt activities occurring in relation to Suntera, you are encouraged to raise your concerns at as early a stage as possible. Please address any concerns to:

Head of Compliance, Suntera Global

Peveril Buildings, Peveril Square, Douglas, Isle of Man, IM99 1RZ

This Policy and our zero-tolerance attitude will be clearly communicated to all our suppliers, contractors, business partners, and any third-party at the outset of business relations, and as appropriate thereafter.

We keep detailed and accurate financial records of all payments made, including a written record of the amount and reason for hospitality or gifts accepted and given.

Our internal control systems and procedures designed to prevent bribery and corruption are subject to regular audits to ensure that they are effective in practice. Any need for improvements is applied as soon as possible.