Ethics and Anti-Bribery Policy

FONN (hereinafter referred to as the “Company”) recognises that corruption and bribery are criminal offences under current UK, Norway, United States and Polish legislation. As such, we strictly prohibit the offering, giving, solicitation or acceptance of any bribe in any form and will investigate any suspicions of bribery, with possible disciplinary actions being taken where staff members are found to be non-compliant with our procedures or knowingly giving or accepting a bribe of any nature.

We are fully committed to the prevention of bribery and corruption within the workplace and through the products and services offered by us and it is our aim to ensure that the people acting on our behalf comply at all times with our anti-bribery and corruption policy and the relevant laws and Acts.

2 Purpose

The Company is committed to carrying out all its business activities in a lawful, ethical and honest manner and we have a zero-tolerance approach with regard to bribery and corruption. We comply with all legal and regulatory requirements in this area and have in place controls and systems to identify and prevent bribery and corruption.

This policy sets out our responsibilities with regard to ensuring that the controls and measures are fit for purpose and comply with the guidance on the standards of behaviour to which we should adhere.

The purpose of this document is to ensure that bribery and corruption are not tolerated within our business and that all staff are aware of our position and procedures with regard to preventing bribery and corruption. This policy is designed to support all staff, management and third parties associated with the company and to help in the identification of prohibited acts, so that bribery and corruption is avoided.

3 Scope

This policy applies to all staff within the Company (meaning permanent, fixed term, and temporary staff, any third-party representatives or sub-contractors, agency workers, volunteers, interns and agents engaged with the Company in all countries we operate in). Adherence to this policy is mandatory and non-compliance could lead to disciplinary action.

4 What is Bribery?

Bribery is defined as a payment, benefit or reward offered, provided or promised to an individual or firm with the purpose of gaining a commercial, financial or personal gain. Corruption is any form of abuse of entrusted power for private and/or personal gain and may include, but is not limited to, bribery.

Acts of bribery or corruption usually involve the influence of an individual within a firm and aim to alter the standard performance of their duty, which inclines them to act in a way that a reasonable person would consider to be dishonest under the same circumstances.

Bribes are not always a matter of handing over cash. Gifts, hospitality and entertainment can also be bribes if they are intended to influence a decision. Bribery can involve, among other things: -

• Financial, beneficial or other advantage is offered, given or promised to the company or a person who has influence within or on behalf of the company, with the intention to induce or reward them to perform their responsibilities or duties improperly.
• Financial, beneficial or other advantage is received, agreed to be received or accepted by the company or a person who has influence within or on behalf of the company, with the intention to induce or reward them to perform their responsibilities or duties improperly.

Bribes can take many forms, including: -

• Gifts
• Hospitality or Entertainment
• Money (or cash equivalent such as shares)
• Kickbacks or Unreasonable Commissions/Incentives
• Invalid Allowances and/or Expenses
• Unwarranted Rebates
• Charitable Contributions

5 Objectives

The Company does not tolerate bribery and/or corruption in any form. We strictly prohibit the offering, giving, solicitation or the acceptance of any bribe or corrupt inducement, whether in cash or in any other form: -

to or from any person or company wherever located, whether a public official or public body, or a private person or company

by any individual employee, director, agent, consultant, contractor or other person or body acting on the firm’s behalf.

to gain any commercial, contractual, or regulatory advantage for the firm in any way which is unethical or to gain any personal advantage, pecuniary or otherwise, for the individual or anyone connected with the individual

This policy is not intended to prohibit the following practices provided they are appropriate, proportionate and are properly recorded: -

normal hospitality, if it complies with the firm’s standard practices and rules in relation to corporate hospitality and entertainment.

fast tracking a process which is available to anybody upon the payment or receipt of a fee, commission, bonus or other benefit

• providing resources to assist a person, firm or body to decide more efficiently, provided that it is for this purpose only.

We understand that it is not always easy to determine whether a possible course of action is appropriate and as such we advise all staff who are in doubt about possible actions which may result in a breach of this policy or the law, to refer the matter to the Chief Finacial Officer and/or their direct line manager.

The firm will investigate thoroughly any actual or suspected breach of this policy, or the spirit of this policy. Employees found to be in breach of this policy may be subject to disciplinary action which may ultimately result in their dismissal.

Our objectives and aims for this policy are to ensure that: -

• Due diligence is performed on all staff, suppliers and service providers prior to embarking on a working relationship with them
• We develop, implement and maintain structured and robust policies and procedures for Anti-Bribery and Corruption
• We have robust audit and monitoring procedures for assessing our existing anti-bribery and corruption processes and due diligence measures
• We have an up-to-date risk management register and set of procedures which include all risks associated with bribery and corruption
• We have clear and defined accounting procedures so that all payments can be assessed, reviewed and audited in a transparent manner
• We have a defined Renumeration Policy which outlines how staff are incentivised and any incentive or bonus schemes

6 Anti-Bribery Principles

Below are six generally accepted principles for firms to work towards when assessing bribery and/or corruption risks and deciding if they are mitigating correctly and preventing bribery risks where possible: -

1. Proportionality – Any action taken by a firm must be proportionate to the risks faced by that firm and to the size of the business. Therefore, larger, more complex organisations’ must have more procedures, measures and controls in place to prevent bribery than smaller firms. This is also true of firms operating in an overseas market where bribery is more commonplace.
2. Top Level Commitment - Those at the top of an organisation (e.g. Directors, Senior Management etc) are in the best position to ensure that their organisation conducts business without bribery and has the correct and most effective controls and systems in place to mitigate the risks. It is also essential that top level management disseminate information, procedures and objectives to all other staff to ensure a company-wide approach to anti-bribery obligations.
3. Risk Assessment – Risk Assessments are an essential part of mitigating against financial crime and bribery and should be a fundamental part of every organisations’ business plan and compliance approach. New business and new business relationships should be risk assessed in every instance and measured against a structured and robust set of standards and objectives relevant to anti-bribery and corruption.
4. Due Diligence - Knowing exactly who you are dealing with helps a firm to protect themselves and their staff from falling into situations with less than trustworthy people or companies. Having a robust and organised due diligence scoring system and questionnaires should be mandatory in an organisation as well as following up Know Your Customer objectives with background checks, credit scoring and identification evidence.
5. Communication – Disseminating information and communicating with employees at all levels is the best and only way to enhance awareness of financial crime and anti-bribery measures and to ensure that you and your staff are compliant with your own obligations and the laws and regulations set out by any governing body. This should include a structured, robust and frequently delivered training program which covers the aims, definitions and measures for financial crime and bribery as well as staff assessments.
6. Monitoring and Review - The risks faced within the arena of financial crime, bribery and corruption are ever changing and as such it is essential that an organisation monitoring and reviews their existing controls, procedures and systems for ongoing compliance and to ensure that current standards and requirements are always met and adhered to.

A Compliance Officer (Who is the CFO in FONN) should always keep up to date with laws and regulations for bribery and corruption and revise any procedures and policy documents accordingly. Monitoring and reviewing are also essential for compliance with current procedures, to make sure that they work and are being followed. An internal audit document should be used on a frequent basis to assess compliance and identify any areas of non-conformity.

7 Due Diligence

The Company understands that it has a legal and obligatory duty to mitigate against bribery acts within the workplace. We know that understanding and knowing exactly who we are in working relationships with (e.g. staff, suppliers, service providers etc), can help to protect our company from taking on people who might be a risk to our anti-bribery and corruption commitments.

We have a strict recruitment, selection and induction program aimed at checking the background and references of all new and existing employees. With regards to service providers, we plan to implement Due Diligence Procedures and Audit Questionnaires for every working relationship, as well as an Outsourcing & Supplier Policy & Procedure document.

7.1 Identified Risk Areas

Bribery can be a risk in many areas of the firm. Below are the key areas that we have identified and believe to be the key risk areas for the Company. Please refer to our Risk Management Program for detailed processes and guidance on our risk assessment protocols.

7.2 Gifts, Entertainment and Hospitality

These can be used to exert improper influence on decision makers and as such are only acceptable within our firm where they comply with the firm’s standard practices and rules in relation to corporate hospitality and entertainment.

The Company understands that in certain parts of building, gaining and maintaining business relationships, the receipt of gifts or giving of hospitality is important, which is why we have strict protocols for the receipt and use of such measures and specific policy objectives outlining genuine purpose and reasonable use where gifts and/or hospitality are received/used.

7.2.1 Standard Practices for Gifts & Hospitality

Where the Company as an entity or any employee/Director of the Company gives or receives a gift, it must comply with the below rules. The gift(s): -

• Must comply with local and national laws
• Is never made/received with the expectation of a return favour; information; service or product
• No business or personal advantage is gained
• No cash or cash equivalents (i.e. store cards, vouchers, gift cards) are accepted
• It is of an appropriate value and type as to warrant the receipt being made
• It is given/accepted openly and is fully documented
• It is below the predetermined value of £150
• No gifts are given to, or accepted from people of influence, a government official (or representative) or a politician or political party (or representative)
• Is in accordance with any defined practices relating to region, culture or religion

7.2.2 Reciprocal Agreements

We do not use reciprocal agreements unless they have been identified, reviewed and assessed by the Compliance Officer and are deemed as being a legitimate business arrangement. In such cases, full records, review and assessment logs are to be kept for a minimum of 6 years to ensure that an audit trail is available should it be required.

7.2.3 Facilitation Payments

Such payments can be used to expedite a routine task and/or service and as such are never accepted by the Company.

8 Penalties

if an individual is found guilty of a bribery offence, tried as a summary offence, they may be imprisoned or fined. Someone found guilty on indictment, however, faces up to 10 years' imprisonment and an unlimited fine in the UK and similar in the other countries we operate within.

As way of example in the UK If the firm for whom the individual works is found to have inadequate procedures and controls in place to identify and prevent bribery, it too can face prosecution and an unlimited fine. In addition, a convicted individual or organisation may be subject to a confiscation order under the Proceeds of Crime Act 2002, while a company director who is convicted may be disqualified under the Company Directors Disqualification Act 1986.

9 Raising a Concern

The Company take seriously any attempt (or suspicion of an attempt) to accept monies, gifts, payments, kickbacks or any form of incentive that contravenes this policy and the regulations set out under The Bribery Act 2010. All staff are provided with training on what constitutes a ‘bribe’ and what types of gifts and hospitality are acceptable.

Where an employee suspects that they or another member of staff have been approached with an intended ‘bribe’ or have accepted such ‘gifts/payments’ that contravene legislative Bribery Acts; they are to report this to the Chief Financial Officer (CFO) immediately, who will follow our internal Whistleblowing Policy.

10 Responsibilities

The Company will ensure that all staff are provided with the time, resources, training and support to learn, understand and implement the anti-bribery rules and procedures.

It is every staff member’s individual responsibility to ensure that they are vigilant regarding bribery and corruption and that any suspicions are reported to a Senior Manager or the Compliance Officer with immediate effect.