ANTI-BRIBERY & CORRUPTION POLICY

This Anti-Bribery and Corruption Policy establishes principles that must govern our conduct in order to: 

a) conform to the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act and similar anti-corruption laws worldwide and 

b) more broadly, reinforce our intention and obligation to act honestly and ethically in all of our business dealings.

This policy applies to all employees, including those of wholly and majority-owned entities of SANITIZEFX LLC.

The Chief Compliance Officer of SANITIZEFX LLC is the final authority for this policy.

The Compliance Committee oversees the assessment of bribery and corruption risks across the enterprise, as well as, evaluating controls, consulting and reporting to senior management and the Board of Directors regarding Anti-Bribery & Corruption (AB&C) risks.

Bribery and corruption are not only against our Company values; they are illegal and can expose both the employee and the Company to fines and penalties, including imprisonment and reputational damage.  

At SANITIZEFX LLC, bribery is never permitted. We will not seek to influence others, either directly or indirectly, by offering, paying or receiving bribes or kickbacks, or by any other means that is considered unethical, illegal or harmful to our reputation for honesty and integrity. Employees and representatives of the Company are expected to decline any opportunity which would place our ethical principles and reputation at risk. While certain laws apply only to bribes to government officials (domestic and foreign); this Policy applies to non-government business partners as well.

Bribery is offering, giving or receiving anything of value with the intention of inducing a person to act or to reward a person for having acted. It is important to understand that a corrupt act has occurred even if:

• A bribe does not succeed. 

• A person authorizes or provides direction for a bribe, but no bribe is ultimately offered or paid.

“Anything of value” includes, but is not limited to:

• Cash, cash equivalents (such as gift certificates/cards), stock, personal property and assumption or forgiveness of a debt.

• Gifts, meals, entertainment and travel—Any corporate travel, gifts, entertainment and meals must be proportionate to the occasion and comply with the gift & entertainment policy/standards applicable to your location.

• Political contributions.

• Charitable contributions—if made to a charity at the direct request of a government official or private business partner, it could be considered an indirect bribe made in order to obtain or retain business or to secure other improper business advantage.

• Job offers or internship awards—offers to Government Officials (or their relatives) can present a risk of violating anti-bribery or anticorruption laws and regulations. Compliance must be consulted prior to making such offers.

Corruption is dishonest or fraudulent conduct by those in power, typically involving bribery.

Companies cannot avoid liability by using a third party to give or receive a bribe. A third party includes, but is not limited to consultants, agents, representatives, subcontractors and subadvisors.

We must clearly convey to third parties representing the Company that we expect them to comply with our Bribery and Corruption Policy. In some jurisdictions, the Company can be convicted of a criminal offense if it fails to prevent bribery carried out on its behalf by a third party even if no one in the Company had actual knowledge of the bribe.

Whenever the Company seeks to engage a third party in which the third party may interact with a Government Official for or on behalf of the Company, the following guidelines apply:

1. Due diligence should be performed to ensure that the third party is a bona fide and legitimate entity; is qualified to perform services for which it will be retained; and maintains standards consistent with the legal, regulatory, ethical and reputational standards of the Company.

2. Agreements with third parties must be in writing and should contain provisions related to the following, based on corruption risk present in the third-party relationship:

 • A representation that the third party will remain in compliance with all relevant anti-corruption laws, including the FCPA.

 • A provision that requires the third party to respond to reasonable requests for information from the Company regarding the work performed under the agreement and related expenditures by the third party.

Laws and regulations are strict when dealing with Government Officials. Reasonable corporate hospitality that is acceptable with other business associates might not be allowable when Government Officials are involved.

Before such expenses are incurred, obtain approval from your Compliance Director/legal contact.

A Government Official is any:

• individual elected or appointed to a governmental entity,

• official or employee of a government,

• official or employee of a company wholly or partially controlled by a government (such as state-owned companies),

• candidate for political office,

• political party or official of a political party, or

• person acting in an official capacity for any of the above regardless of rank or position.

The definition of what could constitute a bribe to a Government Official is broad and can occur even when the benefit being offered is small, such as gifts, entertainment and even business meals.

Some laws allow expenses which relate to reasonable and bona fide travel, accommodation and meal expenses in connection with a contract between the Company and the third party, or the demonstration of Company capabilities relating to proposed business with the third party.

“Facilitation or grease payments” are payments that facilitate a normal governmental function, such as to expedite processing paperwork. While these types of payments may be accepted as “a cost of doing business” in some cultures, they are illegal and counter to our values. They are not allowed under the UK Bribery Act and they are prohibited by this policy.

Employees and representatives should seek clarification on any questions or concerns regarding activities under consideration or the interpretation of any law. If you are offered a bribe from a person or entity doing business with or seeking to do business with the Company, report it immediately to your business area’s Compliance Director/legal contact. If you are offered something of value and are uncertain whether you are allowed to accept it, refer to the gift & entertainment policy and standards applicable to your location, or check with your leader or your business area’s Compliance Director/legal contact. Violations can be reported anonymously by using the Ethics Hotline or online reporting form (available on the intranet or Internet). Our Whistleblower Policy protects employees who report concerns in good faith.