Anti-Corruption and Bribery Policy

This sets out FINN Partner’s Policy on Anti-Corruption (AC Policy). It must be read in conjunction with other company documents, such as the Code of Conduct, Ethics Policy, Business and other related policies which FINN Partners (the Company) may adopt from time to time.

The purpose of this policy is to provide clear guidance for compliance with all applicable anti-bribery and anti-corruption laws and to encourage and provide guidance for reporting of any suspected violations.

This policy applies to all individuals working at all levels of the Company, including directors, officers, managers, employees (whether temporary or permanent), interns (collective, Employees); and to any third party (Third Party) working on the Company’s behalf. Third Party includes all relevant suppliers, contractors, business partners and relevant customers.

This definition should be addressed and explained in anti-corruption training, ideally through use of scenarios or hypotheticals that demonstrate real-life risks and examples.

Bribery is offering, giving, promising, soliciting, or accepting anything of value (financial or non-financial) to a government official or any other person, directly or indirectly through a third party, to improperly influence that person in the performance of a duty or to obtain or retain business or any undue business advantage. Corruption is the abuse of entrusted power for personal gain. Bribery and fraud are considered corrupt practices. All Employees and Third Parties are prohibited from engaging in any acts of bribery or corruption, either directly or through a third party.

2.1 Kickbacks to Employees

It is not permissible for FINN team members to receive commissions or kickbacks from vendors/partners who we send business.  Any employee should seek guidance from the CFO for any questions regarding payment arrangements from vendors/partners.  All contracts and payment arrangements must be reviewed by the CFO’s office.

2.2 Facilitating Payments and Kickbacks

Facilitating payments are a type of bribe. They are usually defined as payments made to expedite or facilitate the performance of a public official for a non-discretionary, routine governmental action.

Kickbacks are the sellers’ return of part of an item’s purchase price to a buyer or buyer’s representative to induce a purchase or improperly influence future purchases.

Facilitating payments and kickbacks, whether legal or not in a country, are prohibited under this Policy.

Employees must notify the CFO when identifying a facilitation payment request.

2.3 Government Officials Defined

All interactions with government officials must comply with this Policy, the Company’s Code of Conduct, and with all applicable laws, rules, and regulations. All such interactions must adhere to the Company’s commitment to act in compliance with the highest ethical standards and to conduct business honestly and legally, and Employees and Third Parties should not create the appearance of impropriety regardless of whether there was any improper intent.

A government official may include anyone, regardless of rank or title, who is:

An officer or employee of any local, provincial or national government, including government agencies (for example, members of parliament, police officers, firefighters, members of the military, tax authorities, customs inspectors, food and drug agency regulators, etc.);

A director, officer, representative, agent or employee of any government-owned or controlled business or company;

Any person with the responsibility to allocate or influence expenditures of government funds, including persons serving in unpaid, honorary or advisory positions;

An officer or employee of a public international organization (for example, the United Nations, International Olympic Committee, International Red Cross, World Bank, etc.);

Any person acting in an official capacity or on behalf of any government or public international organization (for example, an official advisor to a government);

Any officer or employee of a political party;

Any candidate for political office; and

A close relative (for example, parent, sibling, spouse or child) of any of the above.

2.4 Gifts, Hospitality, Travel & Entertainment

Gifts, hospitality, travel, and entertainment may not be used to influence any person or to obtain or retain an improper business advantage for the Company.

Employees and Third Parties must not offer, give, promise, solicit, or accept any gift, hospitality, or any other thing of value to any person:

Which could be regarded as illegal or improper, or which violates the recipient’s policies; or

Which was intended to improperly affect or influence the outcome of a business transaction; or

Which could be regarded as affecting a business transaction.

Any gift, hospitality or other expense which exceeds $100 for any individual or event or that exceeds $100 for any individual or event in the aggregate in any given calendar year must be pre-approved by the company CFO prior to payment.

2.4.1 Government Officials; Pre-approval Required:

Written pre-approval by the Company’s CFO is required in every instance when gifts, hospitality, travel, or entertainment is to be offered or extended to a government official.

Pre-approval from the company CFO should be requested and obtained before extending any gift or invitation to a government official.

2.4.2. Gifts that are never allowed:

Cash or the equivalent (e.g., gift cards or vouchers)

Gifts, travel or hospitality costs to family members of government officials

Gifts that violate local customs, rules or regulations governing the conduct of the government official, or that would reflect badly on the Company.

2.5. Charitable and Political Contributions Provision

From time to time, the Company may make charitable donations in the form of in-kind services, knowledge, time, or direct financial contributions. Charitable contributions are acceptable, provided:

The request for a donation is made in writing and sufficiently describes the charitable purpose of the donation, any business reason for the donation, and all details about the recipient;

The donation is legal and ethical under local laws and practices;

Proper due diligence is performed to ensure that the recipient is a bona fide charitable organization and the recipient has no connection to a government official who is in a position to act or take a decision in favor of the Company;

The donation will not be misused in exchange for a business benefit or advantage;

It is approved in writing by the CFO in advance;

It is accurately recorded in the Company’s books and records.

2.6. Model “Working with Third Parties” Provision

As noted above, because anti-bribery laws prohibit “indirect” as well as direct offers and payments, the Company and you may be held liable for the conduct of Third Parties such as the Company’s agents and business partners when we know or reasonably should have known of the unlawful conduct. Turning a “blind eye” or ignoring “red flags” that something may be wrong does not exonerate you or the Company from liability.

Authorizing a Third Party to do something that you cannot do directly is a violation of this Policy.

2.6.1. Due Diligence & Contract Requirements

All Third Parties engaged by the Company to provide services require a valid and approved contract. No contract with a Third Party should be concluded until the due diligence has been completed and the CFO has deemed it satisfactory and approved it.

All contracts must contain anti-corruption representations and warranties consistent with this policy and the Third Party has formally accepted and agreed to comply with the Company’s Anti-Corruption Policy.

3. Reporting and Anti-Retaliation Provision

It is the responsibility of Employees and Third Parties to prevent, detect, and report bribery and corruption. You must notify the CFO without delay if you believe or suspect that a violation of any bribery or corruption laws or this Policy has occurred or will occur in the future. If you are unsure whether an act constitutes bribery or corruption, or if you have other questions or concerns, you must raise your concerns with the CFO.

Alternatively, if you wish to report such matters anonymously, you may submit a description of the concern or complaint to the attention of the CFO by mail.

The Company will not tolerate any form of discrimination, harassment or retaliation against any person who raises a concern in good faith or refused to participate in conduct that would violate law or this Policy. All reports will be investigated and appropriately addressed. The Company will attempt to keep its discussions with any person reporting a violation or concern confidential to the extent reasonably possible.

4. Training and Communication Provision

Employees should be trained upon employment and then regularly, as set forth below. Considerations about whether also to invest in and institute Third Party training include: the corruption risks presented by the company’s Third Parties, the company’s ability to leverage employee training materials, the extent to which key Third Parties may have their own anti-corruption training programs.

The Company will provide training to all Employees on a regular basis to assist them in understanding and complying with this Policy and to inform them of changes to the Policy. Employees must participate in and complete the offered training when required to do so.

5. Risk Assessment Provision

The Company will undertake a high level, Company-wide bribery and other financial crime risk assessment regularly and if specific circumstances require, such as a material change to the Company’s geographic or business coverage.

The results of the analyses/interviews found during the risk assessment will be documented and retained for record keeping purposes.

6. Consequences of Failure to Comply Provision

Failure to comply with any provision of this Policy is a serious violation, and may result in disciplinary action, up to and including termination, as well as civil or criminal charges.