Anti Bribery Policy

GENERAL POLICY 

We are committed to compliance with all anti-bribery laws affecting our international operations. These laws include, but are not limited to, the U.S. Foreign Corrupt Practices Act (the FCPA), the UK Bribery Act 2010 (the Bribery Act), and laws enacted by other countries in accordance with the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. 

It is our policy that no employee, officer, or director of Fenchurch Faris Limited (FFL) or any of its subsidiaries or affiliates may accept, offer, promise, authorize or provide bribes, kickbacks, other illegal payments, or similar favors to or from anyone (whether government officials or individuals employed in the private sector). In addition, all of our expenses must be accurately recorded in our books and records and supported by accurate documentation and invoices that clearly reflect the economic realities of all transactions. 

It is also our policy to require agents, consultants, business partners, and other representatives that act on our behalf to comply with these same laws and practices. 

CONSEQUENCES OF NON-COMPLIANCES 

The consequences of failing to comply with anti-bribery laws are potentially disastrous, both for you and for FFL. For example, violating the FCPA can result in millions of dollars in fines against FFL and can subject you to prosecution, criminal fines, and imprisonment (up to 5 years for violating the anti-bribery provisions, and up to 20 years for violating the accounting standards). Violations of the Bribery Act and other anti-bribery laws can also result in millions of dollars in fines against FFL and prosecutions, fines, and imprisonment for individuals. Violations of this policy can result in disciplinary action by FFL, including termination of employment. It is important to note that any fines imposed upon you under the FCPA or Bribery Act cannot be paid on your behalf by FFL. 

BASIC LEGAL REQUIREMENTS 

Anti-bribery laws, including the FCPA and the Bribery Act, prohibit FFL—as well as our officers, directors, employees, agents, and others acting on our behalf—from the offering, promising, authorizing, or providing anything of value to a foreign official, in order to assist in obtaining or retaining business for or with, or directing business to, any person. Anti-bribery laws also impose accounting and record-keeping requirements on FFL. All financial accounting books and records must be kept accurately, and all expenses and other payments must be accurately recorded and fairly describe their purpose. In addition, these accounts must be supported by accurate and complete documentation. 

The term “foreign official” generally includes officers and employees of government agencies and institutions, as well as officers and employees of state-owned or controlled commercial enterprises, persons representing the government in an official capacity, candidates for political office, political parties, and political party officials, and officers and employees of public international organizations (such as the World Bank or the UN). The definition of “foreign official” under anti-bribery laws is much broader than most people would expect. If you have any doubt about whether an individual might qualify as a foreign official under these laws, please call the legal counsel for advice. 

Practically anything of value will be considered a “bribe” or improper payment if provided for improper purposes prohibited by international anti-bribery laws. In addition to payments of money, these can include, among other things, benefits such as travel, entertainment, scholarships, vehicles, property, shoes, watches, electronics, office furniture, stock and share of profits, forgoing a lawful claim against a party, and advantages provided to third parties. 

Enforcement authorities cast a wide net when determining whether a payment was made for the purpose of “obtaining or retaining business.” Beyond the prototypical payment to win a contract award, other prohibited purposes can include, among others, payments to obtain favorable treatment in pending court cases, to obtain product delivery certificates, to obtain preferential customs treatment, to schedule, avoid or expedite necessary inspections, to obtain governmental reports and certifications necessary to market a product, and to reduce taxes. 

Commercial or business-to-business bribery not involving a foreign official, is prohibited by the Bribery Act, various U.S. laws, and the FFL. Code of Business Conduct and Ethics, also violates the FCPA’s accounting standards if not accurately recorded in a company’s books and records. To ensure compliance with all applicable laws and our Code of Business Conduct and Ethics, FFL—as well as our officers, directors, employees, agents, and others acting on our behalf—must not offer, promise, authorize, or provide anything of value to any person (whether or not a government official) that could be perceived as improperly influencing the recipient’s behavior. We must also not request, agree to receive, or receive anything of value from any person that could be perceived as improperly influencing our behavior. 

GUIDELINES FOR COMPLIANCE 

Indirect Payments and Benefits 

Direct payments to government officials and other outside parties are not the only activities that can subject FFL to risk. Providing indirect payments or benefits can also subject FFL to risk. Indirect benefits may include, for example, charitable contributions to such person’s favorite charity, political contributions, or providing benefits to such person’s family member. Given the complexity of the legal requirements, those in a position to provide gifts or other benefits to government officials or other outside parties must familiarize themselves with and not hesitate to ask the legal counsel for advice if there is any uncertainty about a particular situation. 

Due Diligence on Outside Parties 

The conduct targeted by international anti-bribery laws is prohibited whether engaged by FFL employees directly or by any person who may be acting on FFL’s behalf. These outside parties may include, among others, introducers, consultants, contractors, agents, co-brokers, correspondents, joint venture partners, or other business partners. 

Therefore, to minimize the risk that outside parties engage in activities that could create liability for FFL, any outside parties with whom you do business must be carefully vetted and regularly reviewed in accordance with the due diligence procedures. 

Lawful Payments and Reasonable Business Expenses 

The FCPA generally allows (i) payments that are expressly permitted by the written laws of the relevant country (in practice, an extremely narrow category) and (ii) payments that constitute reasonable and bona fide expenses incurred for or on behalf of a foreign official directly related to the promotion, demonstration, or explanation of products or services or the execution or performance of a contract with a foreign government or agency. The Bribery Act does not explicitly allow payments for reasonable and bona fide expenses, instead of giving UK enforcement authorities broad discretion to determine whether benefits were given with the intent to influence the recipient to act improperly or, in the case of benefits provided to foreign officials, when there is no local law permitting the benefits and there is reason to believe they were given to influence the judgment or conduct of the official. 

While clearly modest corporate entertainment and gifts should be permissible under these standards, clearly lavish expenses will not be. 

Facilitating or Grease Payments 

Our policy makes no general exception for so-called facilitating or grease payments. While often illegal under local law, in some countries it is common for government employees to receive these kinds of payments to expedite or secure the performance of routine governmental action. These types of payments are not categorically banned by the FCPA but they do violate the Bribery Act and are not allowed under our policy unless specifically approved by our General Counsel. 

It is important to note that a facilitating payment lawful under the FCPA can be the basis for a criminal violation (leading to millions of dollars in fines against FFL and up to 20 years in prison and fines for the individuals involved), if knowingly accounted for in a misleading way on the company’s books and records. 

Reporting Problems

If you become aware of any demand or solicitation for a bribe, kickback or other improper payment, or any other transaction, no matter how seemingly insignificant, that might give rise to a violation of the FCPA, the Bribery Act, other applicable anti-bribery laws and regulations, or this policy, you must immediately report it to the legal counsel. However, your failure to report known or suspected wrongdoing of which you have knowledge may, by itself, subject you to disciplinary action (including termination of employment). 

Further Information

Please do not hesitate to contact the legal counsel if you have any questions regarding this policy.