Anti-Bribery Statement

POLICY ON GIFTS & ENTERTAINMENT

Offering or receiving business gifts and entertainment is often an appropriate way for business associates to display courtesy and respect for each other, provided they are reasonable in value and are not intended to unjustly influence a business or official action. This policy applies to Encon Maintain Ltd. This policy also applies to all persons who act on Encon's behalf, including employees, officers, directors, consultants and agents.

Except where prohibited by law, employees may offer and accept reasonable business gifts and entertainment to and from business associates provided that the gifts or entertainment are modest in value and appropriate under the circumstances. Business gifts and entertainment on a modest scale are legitimate tools in building good business relationships. For instance, providing or accepting occasional meals, promotional items and tickets to sporting and other events may be appropriate in certain circumstances.

Exchanging gifts or providing entertainment will generally not be considered a breach of our Code of Conduct and Ethics when the gift or entertainment is (i) given pursuant to accepted business practices, including this policy, (ii) not intended as an inducement, and (iii) consistent with applicable law. Any employee with questions about the propriety or legality of offering or accepting a particular gift or providing certain entertainment should check with Encon senior management.

“Gifts and entertainment” are anything of value, including:

  • goods

  • services

  • meals and beverages

  • use of vehicles or vacation facilities

  • tickets to events

  • travel expenses

  • transportation

  • cash equivalents (such as gift cards or gift certificates)

  • discounts

  • prizes

  • cash

  • favours

When not Permitted

It is important that gifts and entertainment never:
- unduly influence business or government decision‐making;
- cause others to perceive an undue influence; or o create a potential conflict of interest.
It is an employee’s responsibility to protect Encon’s reputation against allegations of improper behaviour. Encon employees must therefore exercise care when offering or accepting gifts and entertainment in order to ensure that business and government decisions are made with integrity, comply with applicable laws and are in the best interests of Encon.

When Permitted

Gifts and entertainment should only be offered or accepted:o if they are reasonable;
- occasional;
- of modest value; and

- recorded accurately and transparently in expense reports and Encon’s books and records.

Use of Good Judgment

Determining what is acceptable is a matter of judgement. Consider whether the gift or entertainment would embarrass Encon or our employees if disclosed publicly. There is no set amount when a gift or entertainment becomes inappropriate. It is the intent and purpose of the offering, not its cash value that determines its appropriateness. Generally, the higher the monetary value of the gift or hospitality or the greater the frequency, the greater the level of transparency that is required. Offering or accepting gifts or entertainment of any kind must always be done in accordance with the law and local business practice. In addition, most of Encon’s customers have strict codes of conduct concerning gifts and entertainment applicable to their employees and suppliers. Any gifts or entertainment offered to customers’ employees should only be made if permitted under the applicable customer’s internal rules.Government Officials

Any offer or provision of gifts and entertainment to government officials raises special risks and may be prohibited by law. You should never offer or provide gifts or entertainment to a government official unless you have conferred and received written approval from Encon senior management (see also Encon’s Policy on Bribery and Improper Payments).

Under no circumstances may gifts or entertainment of any kind be requested or solicited from a supplier, customer or other party with whom Encon conducts business.
It is generally not acceptable to offer or accept cash or equivalent gifts other than in extremely limited circumstances and then only with prior authorisation (see below).

Violations

Encon has zero tolerance for compliance violations. Any violation will be treated as a serious matter and will be sanctioned with disciplinary action up to and including termination of employment.
If you are aware of or suspect that anyone is in violation of the Encon Code of Conduct and Ethics or this policy, you should report your concern by informing (i) your manager, (ii) a member of Encon’s senior management team.

Encon will ensure that an employee will not be penalised, discharged, demoted, suspended or discriminated against for reporting in good faith any violation of Encon’s Code of Conduct and Ethics or this policy.
Helpful Tips
ALWAYS...

  • Ensure gifts and entertainment are reasonable, occasional and of modest value, and comply with applicable laws, regulations, and local customs. Use good judgment in deciding what is “reasonable”, bearing in mind that the local value of what is “modest” is relative and is a function of the average local standard of living and custom.

  • Seek the advice and prior approval of your manager, a member of Group Senior Management or your Group or Regional Legal Counsel or a Encon Compliance Officer if you are offered or are contemplating offering a gift or entertainment that you feel may exceed modest value or may be inappropriate.

  • Ensure that gifts and entertainment are, where possible, made to an organisation and not to an individual. Where an individual is offered travel and entertainment, ensure that the purpose of the trip is actually carried out and that the travel and duration of stay are justified by good faith business reasons.

  • Remember that higher standards and strict rules apply to the giving of gifts and entertainment to government officials (see also Encon’s Policy on Bribery and Improper Payments).

  • Seek to understand and verify whether company or media representatives are government officials or employees before offering any gift or entertainment.

  • Assess the potential for a conflict of interest where offering or accepting gifts or entertainment.

  • Be prepared to decline politely any offer of a gift or hospitality not in line with our Code of Conduct and Ethics and this

    policy.

  • Regard gifts or entertainment received through an intermediary or third party as the same as those given directly.

  • Keep a record of all gifts and entertainment approvals and rejections, noting the purpose, the names of the parties and

    the nature and value of the gift or entertainment.

  • Consider whether a similar approval may be required from an invitee’s organisation.

NEVER...

  • Offer a gift or offer entertainment where prohibited by law.
  • Offer a gift or entertainment to influence a business or government decision.
  • Accept a gift or entertainment where doing so would make it difficult to exercise fair and unbiased judgment, where it exceeds modest value or is contrary to commonly accepted business practices.
  • Offer or accept prohibited gifts or entertainment, such as:
  • Cash (with very limited exceptions as set out below) or personal cheques;
  • Product or service discounts that are not available to all employees;
  • Gifts or entertainment of an inappropriate nature or at inappropriate venues; or
  • Gifts or entertainment not designed to further a valid business purpose or relationship.
  • Request or solicit in any way a gift or entertainment of any kind from a supplier, customer, partner or other party with whom Encon does business. This includes both direct requests and giving the impression that the offer of a gift or entertainment would be appropriate or desirable.
  • Personally pay for a gift or entertainment in order to avoid complying with Encon’s Code of Conduct and Ethics or this policy.

BE CAUTIOUS OF...

  • Exchanging gifts or entertainment with representatives of Encon’s competitors, as such action may create an actual or perceived conflict of interest or may give the impression of anti‐competitive behaviour.

  • Accepting or offering gifts or entertainment from any person or organization during times of contract tendering, negotiation or award. This does not include working meals provided by advisors or consultants acting for Encon.

  • Offering or receiving cash (or a cash equivalent) as a gift since doing so is only acceptable in extremely limited circumstances. Offering or receiving cash is acceptable only if made infrequently and if all of the following criteria are met:

  • you have notified your manager in writing of the proposed cash gift and your manager has given you prior written authorization to do so;

  • the amount does not exceed a local currency equivalent of GBP£100 or has been approved by the member of Group or Executive Management with responsibility for your Region or Group or Regional Legal Counsel up to an amount not exceeding GBP£500, if appropriate;

  • the amount proposed within the above limit is completely in line with local

  • custom and not considered to be excessive;

  • the Encon employee making the offering has been formally invited or is reasonably expected to attend the applicable

    event and directly makes the offering in connection with such attendance;

  • no non‐cash alternative exists which would be equally acceptable under local norms;

  • the offering is not prohibited by local law;

  • the offering is not intended as an inducement of any kind;

  • the offering is not made to any government official at any level, including to any employee of a state controlled entity.

    For greater certainty, the Encon employee proposing to make the offering bears a positive obligation of verifying whether

    the recipient is an employee of a state controlled entity;

  • the full amount of the offering and the identity of the recipient is clearly and accurately recorded in the financial records

    of the applicable Group, Division or other business unit in a manner which:

  • enables a reader to identify what the amount relates to; and

  • the aggregate annual cash amount offered to any one person in connection with all cultural observances does not exceed

    GBP£200 for any fiscal year unless otherwise approved in accordance with this policy.