Anti-bribery and corruption policy

1. Policy statement

KCS Group comprises Kerridge Commercial Systems Limited together with or any of its subsidiaries in whichever country or location they operate in (the “Company”).

It is the KCS Group’s policy to conduct business honestly, and without the use of corrupt practices or acts of bribery to obtain or receive an unfair advantage.

The Group is committed to ensuring adherence to the highest legal and ethical standards of business conduct. This must be reflected in every aspect of the way in which we operate. We must conduct all our dealings with integrity. Bribery and corruption harms the societies in which these acts are committed and prevents economic growth and development.

This commitment is a legal requirement. Bribery is a criminal offence in the United Kingdom and most countries in which the Company operates, and corrupt acts expose the Company and its workers (as defined below) to the risk of prosecution, fines and imprisonment, as well as endangering the Company’s reputation.

This policy has been adopted by the Company’s board of directors (“the Board”) and is to be communicated to everyone involved in our business to ensure their commitment to it. The Board attaches the utmost importance to this policy and will not tolerate acts of bribery and corruption by any of our workers.

This policy applies to all companies and locations and their operations (e.g. relations with suppliers and partners) within the Company.

All employees, both full-time and part-time, employees on fixed-term contracts, causal or agency staff, directors, officers, agents, consultants, business partners and any third-party acting on behalf of the Company, including distributors (collectively referred to as “workers”) must comply with this policy in whatever country they operate.

2. What is bribery and corruption?

Bribery and corruption has a range of definitions in law, but the fundamental principles apply universally. Bribery is the offer, promise,giving, demanding or acceptance of an advantage as an inducement for an action which is illegal, unethical or a breach of trust.

Corruption is the misuse of an office or power (whether in government or in business) for private gain.

Acts of bribery or corruption are intended to influence recipients in the performance of their duty and incline them to act dishonestly.

The person being bribed is generally someone who will be able to obtain, retain, or direct business. This may involve sales initiatives, such as tendering and contracting or it may simply involve the handling of administrative tasks such as licenses, customs, taxes or import/export matters.

The timing of the act of bribery e.g. before or after the tendering of a contract or the completion of administrative tasks, is irrelevant.

3. What is a bribe?

Bribes can take on many different shapes and forms, but typically they involve corrupt intent. Both parties will benefit. A bribe could be any of the following:

• Direct or indirect promise, offering, or authorisation, of anything of value;
• Offer or receipt of any kickback, loan, fee, reward or other advantage;
• Giving of aid, donations or voting designed to exert improper influence.

4. Who can engage in bribery or corruption?

In the eyes of the law, bribery and corrupt behaviour can be committed by:

• An employee, officer or director of a company;
• Any person acting on behalf of the Company (e.g. business partners who are agents);
• Individuals and organisations where they authorise someone else to carry out these acts.

Acts of bribery and corruption will commonly (but not always) involve public or government officials (or their close families and business associates). Government officials could be:

• A public official, whether foreign or domestic;
• A political candidate or party official;
• A representative of a government regulator (e.g. HMRC, industry regulatory body) or of a government controlled organisation.

5. What does the law say about bribery and corruption?

Bribery is a criminal offence in the United Kingdom and most of the countries in which the Company operates, and penalties can be severe. In the UK the Bribery Act 2010 not only makes bribery and corruption illegal, but also holds UK companies liable for failing to implement adequate procedures to prevent such acts by those working for the Company or on its behalf, no matter where in the world the act takes place. Corrupt acts committed abroad, including those by business partners working on our behalf, may well result in a prosecution at home.

In the USA, the FCPA prohibits the giving or offering of money, gifts or anything of value to a foreign government official for the purpose of influencing the foreign official or party, or inducing the foreign official or party to exert an influence to assist the Company in obtaining or retaining business. The law applies to US citizens, permanent residents and US companies (or any person acting on their behalf), as well as to non-US individuals and companies who breach the rules in a manner which has a sufficient connection with the US. The US Government has stated the FCPA can apply to a transaction with only very limited connection to the US, (e.g. where a non-US individual or company uses US communications or banking networks in connection with an offence). The FCPA also imposes internal control and accounting and record keeping provisions. Companies that violate the FCPA face significant fines and individuals can face heavy fines and imprisonment for up to 5 years under the anti-bribery offences and up to 20 years under the accounting offences.

6. Your obligations

You must not under any circumstances promise, offer, give, solicit or receive a bribe at any time during your employment with the Company, or whilst acting on behalf of the Company, whether for your benefit or a member of your family, friends, associates or acquaintances. Bribes are not limited to money payments (including facilitation or "grease" payments (also known as "back-handers", typically defined assmall, unofficial payments made to secure or expedite a routine or necessary action (for example by a government official), political contributions, charitable donations and sponsorships). They can also include gifts or hospitality or other advantage where the intention is to improperly influence the recipient.

Any employee who breaches this policy will face disciplinary action, which could result in dismissal for misconduct or gross misconduct.

We may terminate our relationship with other individuals and organisations working on our behalf if they breach this policy.

7. What steps can be taken to prevent bribery and corruption?

The Board will undertake the following steps to assist in the prevention of bribery and corruption:

7.1. Risk assessment

Risk identification pinpoints the specific areas in which the Company may face bribery and corruption risks and allows the Board to better evaluate and mitigate these risks thereby protecting the Company and its workers.

Risk assessment is intended to be an ongoing process with continuous communication between the Board, tiers of management, all workers, and where relevant, by business partners working on the Company's behalf.

7.2. Accurate books and record-keeping

Inaccurate record-keeping can lead to serious bribery and corruption offences. The Company must ensure that it maintains accurate books, records and financial reporting within all of the Company's business units and for significant business partners working on our behalf. The Company's books, records and overall financial reporting must also be transparent.

7.3. Effective monitoring and internal control

The Company must maintain an effective system of internal control and monitoring of its transactions.

Once bribery and corruption risks have been identified and highlighted via the risk assessment process, procedures can be developed within a comprehensive control and monitoring programme in order to help mitigate these risks on an ongoing basis.

8. Where do the bribery and corruption risks typically arise?

Bribery and corruption risks typically fall within the following categories:

8.1 Use of business partners

The definition of a business partner is broad, and could include agents, distributors, joint venture partners or partners in the Company’s supply chain who act on behalf of the Company. Whilst the use of business partners can help us reach our business goals, we need to be aware that these arrangements can potentially present the Company with significant risks.

Risk can be identified where a business partner conducts activities on the Company’s behalf, so that the result of their actions can be seen as benefiting the Company. Such business partners are more commonly known as agents.

Business partners who act on the Company’s behalf must always be advised of the existence of, and operate at all times in accordance with, the Company's Anti-bribery and corruption policy.

Divisional Management are responsible for the evaluation of each relationship and determining whether or not it falls into this category. Where risks regarding a business partner arrangement has been identified, Divisional Management must:

• Evaluate the background, experience, and reputation of the business partner;
• Understand the services to be provided, and methods of compensation and payment;
• Evaluate the business rationale for engaging the business partner;
• Take reasonable steps to monitor the transactions of business partners appropriately;
• Ensure there is a written record in place which acknowledges the business partner’s understanding and compliance with this policy.

The Company is ultimately responsible for ensuring that business partners who act on its behalf are compliant with this policy as well as with any local laws. Ignorance is not an excuse. Divisional management should consult in the first instance with the Group’s CEO or CFO.

8.2. Gifts, entertainment and hospitality

Gifts, entertainment and hospitality include the receipt or offer of gifts, meals or tokens of appreciation and gratitude, or invitations to events, functions, or other social gatherings, in connection with matters related to our business.

Before accepting or offering gifts, entertainment and hospitality workers must consider the extent to which this is relevant and what is considered to be a justifiably acceptable level in value or frequency. Workers must also consider the Company’s Business Gifts and Hospitality Policy and must only accept or offer gifts, entertainment and hospitality strictly in accordance with such policy.

For guidance, to assess whether those activities are acceptable and that they fall within reasonable bounds of value and frequency.

How to evaluate what is ‘acceptable’:

First, take a step back and consider the following:

• What is the intent –is it to build a relationship or is it something else?
• How would this look if these details were on the front of a newspaper?
• What if the situation were to be reversed –would there be a double standard?

If you find it difficult to answer one of the above questions, there may a risk involved which could potentially damage the Company’s reputation and business. The action could well be unlawful.

The Board issues the following guidance:

• Usually acceptable - possible circumstances that are usually acceptable include:

  • Modest/occasional meals with someone with whom we do business;
  • Occasional attendance at ordinary sports, theatre and other cultural events;
  • Gifts of nominal value, such as pens, or small promotional items.

• Circumstances which are never permissible include examples that involve:

  • A ‘quid pro quo’ (offered for something in return)
  • Gifts in the form of cash/or cash equivalent vouchers
  • Entertainment of a sexual or similarly inappropriate nature
  • Lavish corporate hospitality

As an absolute rule, any worker within the Company should not provide gifts to, or receive them from, those meeting the definition of a government official in section 4 (or their close families and business associates).

Transparency is key. Workers must record any gifts, entertainment or hospitality offered or accepted in the Gifts Register (for more information in relation to the Gifts Register, workers should consult the Business Gifts and Hospitality Policy). The business maintains and monitors the Gifts Register. In the event that an inappropriate or impermissible form of gift, entertainment or hospitality has been granted or accepted, you must contact the Group HR team or the CEO or CFO.

8.3 Facilitation payments

Facilitation payments are illegal. The UK Bribery Act 2010 makes no distinction between facilitation payments and bribes regardless of size or local cultural expectations, even if that is “how business is done here”.

Workers must not make or accept facilitation payments.

If you are unsure whether certain payments which resemble the definition of facilitation payments are permissible, please contact the CFO.

9. Adoption of policy

In order for this policy to be effective, it must be applied across all departments and teams. Department Managers are responsible for taking relevant steps within their department and teams to ensure and continuously monitor compliance with this policy.

The Company’s executive team will review this policy and its application on a regular basis. It is the ultimate responsibility of the Board to refresh and reinforce this policy and its underlying principles and guidelines. The Board, is responsible for the establishment and ongoing monitoring of compliance with sections 7 and 8 of this policy.

If you have any questions about this policy, please contact HR or your line manager in the first instance.

10. How to raise a concern

We all have a responsibility to help detect, prevent and report instances not only of bribery, but also of any other suspicious activity or wrongdoing. The Company is committed to ensuring that everybody has a safe, reliable, and confidential way of reporting any suspicious activity. The Board wants each and every one to know how they can “speak up” and has issued a Whistleblowing Policy which workers are required to read.

If you have a concern regarding a suspected instance of bribery or corruption, please speak up – your information and assistance can only help. The sooner you act, the better for you and for the Company.

If you are concerned that a corrupt act of some kind is being considered or carried out –either within the Company, by any of our business partners or by any of our competitors –you must report the issue/concern in accordance with the Group’s Whistleblowing Policy.

In the event that an incident of bribery, corruption, or wrongdoing is reported, we will act as soon as possible to evaluate the situation. The Company has clearly defined procedures for investigating fraud, misconduct and non-compliance issues and these will be followed in any investigation of this kind.