SQR Group is committed to conducting its business openly, fairly and honestly in the jurisdictions in which it operates and in accordance with all applicable laws including the Anti-Bribery Laws. As part of this commitment, the Group takes a zero-tolerance approach towards bribery, corruption and facilitation payments throughout its operations.

GROUP PERSONNEL ARE STRICTLY PROHIBITED FROM:

• Offering, promising or making a payment, gift or hospitality with the expectation or hope that a business advantage will be received, or to reward a business advantage already given;
• Requesting or agreeing to receive or accept a payment, gift or hospitality in the expectation or belief that a business advantage will be awarded, or as a reward for an advantage already granted;
• Bribing an individual in public office or public service;
• Making a facilitation payment to any individual;
• Threatening or retaliating against another individual who has refused to commit or refused to collude to commit a possible bribery offence or one who has raised concerns under this Policy, and
• Engaging in any other activity that might lead to a breach of this Policy.

1. INTRODUCTION

The purpose of this Policy is to provide guidance to the Group and its Personnel to:

• Ensure that Group Personnel understand and comply with the Anti-Bribery Laws, as
introduced below;
• Explain the key areas of bribery and corruption risk facing the Group and the measures (“adequate procedures”) in place to mitigate this risk;
• Explain internal reporting and approval requirements with respect to anti-bribery and corruption; and
• Protect the Group from even the appearance of impropriety.

2. SCOPE AND APPLICABILITY

This Policy applies to the worldwide conduct of all Group Personnel. Non-compliance with this Policy may result in disciplinary action up to and including termination, and potential criminal and civil penalties for the Group and its Personnel.

3. RELEVANT LAWS

The primary applicable laws regarding bribery and corruption include but are not limited to:

• The Isle of Man Bribery Act 2013;
• The UK Bribery Act 2010; and

• The US Foreign Corrupt Practices Act (FCPA) 1977.

Group Personnel must adhere to Anti-Bribery Laws and all other relevant legislation in all territories in which the Group operates. Additional laws and regulations relating to bribery and corruption will be added as the Group expands into other jurisdictions.  

However, Group Personnel are advised that IoM & UK Bribery Acts are extra-territorial in application; this means that they govern the entity and the conduct of its employees wherever in the world the business is being conducted.

4. BRIBERY AND OTHER KEY DEFINITIONS

There are various definitions of bribery and corruption in law, however certain fundamental principles apply.

• BRIBERY is offering, promising, giving, requesting, authorising, agreeing to receive, or accepting Anything of Value (defined below) with the intention that it induces someone to act or omit to act in relation to the function that person performs, whether as part of a public or private organisation.
• CORRUPTION involves the abuse of entrusted power or position for personal or commercial gain and often involves bribery. Bribery laws prohibit both public and commercial bribery and corruption. However, the risks associated with engaging with the public and private sectors differ, with the law placing additional requirements on companies when dealing with Public Officials.

• COMMERCIAL BRIBERY can take many forms including the provision or acceptance of commissions, kickbacks, excessive hospitality, or any other improper or hidden form of compensation. It is the Group’s policy to prohibit providing any form of bribe to anyone, regardless of whether or not they are a Public Official.
However, this Policy is not intended to discourage reasonable relationship building expenses for non-government personnel. Please refer to the “Gifts, Benefits and Entertainment” section below to determine what constitutes reasonable relationship building expenses.
• A KICKBACK – is a form of negotiated Commercial Bribery where a payment or Anything of Value is given to an individual as a reward for awarding or fostering business. For example, money paid directly or indirectly to any employee or employees by a contractor in exchange for the award of a Group contract would constitute a Kickback. The payment and / or receipt of Kickbacks is strictly prohibited.
• ANYTHING OF VALUE under this Policy refers to a very broad range of benefits, including tangible and intangible benefits. It can include, but is not limited to:
• Monetary items such as cash, loans, discounts, coupons, vouchers, rebates, charitable or political contributions, or the awarding of a contract or other business advantage;
• Hospitality such as gifts, entertainment, meals, tickets to events, travel, lodging, conference fees, or any other forms of hospitality; and
• Career opportunities, such as internship or employment offers.
• FACILITATION PAYMENT under this Policy is a payment made to expedite or secure performance of a routine, non-discretionary government action. Facilitation Payments are considered bribes under some Anti-Bribery Laws and are therefore strictly prohibited.
• Who is a PUBLIC OFFICIAL? Under this Policy a public official should be interpreted broadly and includes the following:
• Any official or employee of a government or of a department, organisation or agency of a government (or any department, organisation or agency thereof), including but not limited to, licensing and permitting bodies governing the gaming industry;
• Any employee of any company owned or controlled by a government;
• Any official who holds a legislative or judicial position;
• Any official of a public international organisation;
• Any political party or official of a political party;
• Any candidate for political office; and
• Any other person or firm acting in an official capacity, including for, or on behalf of, a government, a department or agency of a government, a company owned or controlled by a government, a legislator, a judicial officer, a public international organisation, or any political party.
• What is an ASSOCIATED PERSON? The UK and IoM Bribery legislation define ‘associated person’ as a person that performs services for the company; be that as an employee, agent or subsidiary. In any situation where a person or company is or could be interpreted to be acting on the Groups behalf, be that as a contractor, consultant, adviser, lobbyist, then they should be considered an ‘associated person’. They must be advised of the Groups zero-tolerance stance, and its Policy and procedures aimed at preventing bribery and corruption, with which they should be contractually bound to comply.
• What are ADEQUATE PROCEDURES? The UK and IoM Bribery legislation contain a ‘corporate offence’ of ‘failure to prevent’ bribery. The defence for a company against this liability is to prove that it had / has ‘adequate procedures’ in place to prevent Bribery. There are six general outcome focused principles under which risk based procedures should be demonstrated in the case of a company wishing to avail itself of the adequate procedures defence; (1) Proportionate procedures – an anti-bribery policy, procedures on hospitality and gifts, political and charitable contributions, financial and commercial controls such as adequate book-keeping, auditing and expenditure approvals. (2) Top-Level Commitment – Board, senior executive teams involved in the setting of Policy, communicating the zero-tolerance approach, owning the company policies and procedures on Bribery prevention.   (3) Risk Assessment – establishing the nature and extent of the companies exposure to potential external and internal risks of Bribery. (4) Due-Diligence – application of due diligence procedures in respect of persons who perform or will perform services for or represent the company. (5) Communication (Including training) – the company must ensure its bribery prevention policies and procedures are embedded and understood throughout the company, via communication and training. (6) Monitoring and review – the company should establish a compliance monitoring programme that reviews and assesses the ongoing relevance and more particularly the effectiveness of the policies and procedures designed to prevent bribery, and makes changes where necessary.

5. KEY RISK AREAS AND PREVENTION PROCEDURES

5.1 POLITICAL AND CHARITABLE CONTRIBUTIONS

Under no circumstances should political or charitable contributions be made to improperly influence any government decision or obtain an improper advantage.

Contributions by or on behalf of the Group to any charity owned or controlled by a Public Official are strictly prohibited. In addition, advance approval is required from the Chief Executive Officer (CEO) as appropriate prior to using Group funds, goods, or services as contributions to any charity that has a link to a public official or political organisation.

Contributions to political parties, political campaigns and to candidates for public office on the local, national or regional level are heavily regulated in many countries. Even if political contributions are not illegal, they may still pose corruption risks. As a result, the use of the Group’s funds, goods or services as contributions to political parties, candidates, or campaigns is forbidden, unless previously approved by the CEO as appropriate.

5.2 RECRUITMENT AND HIRING

The Group will not corruptly hire or offer to hire any prospective employees including interns, to obtain or retain business or to secure any improper advantage, for the Group or any other company or person.

When hiring a candidate related to or connected with a Public Official, Group Personnel must be careful to avoid potential risks that may arise, including misuse of the candidate’s ties with the Public Official, or any perception that the hire has been made in return for favourable treatment.

The CEO must be consulted before any candidates for employment identified as connected to a Public Official are hired.

5.3 ACQUIRING OTHER COMPANIES AND PARTICIPATING IN JOINT VENTURES

The CEO will determine the level of appropriate due diligence in respect of the other participants of a proposed acquisition, partnership, or other form of joint venture. Ensuring the third party is itself compliant with the Anti Bribery Laws and that contractual provisions include compliance with Anti-Bribery Laws and the principles in this Policy.

5.4 HOSPITALITY, GIFTS AND ENTERTAINMENT

When making an assessment as to the appropriateness of hospitality, it is important to validate that the receiving or offering of hospitality could not be reasonably viewed as a means of influencing the recipient’s business decisions or actions, or as a reward for business decision or actions already taken.

Group Personnel must ensure the following general considerations are made prior to providing any gifts, meals, entertainment, travel or other business hospitality to any person or company, including a Public Official.  The gift, meal, entertainment, travel, or other hospitality:

• Is not cash, a gift certificate or other negotiable instrument;
• Cannot reasonably be interpreted as an improper payment or inducement and is of nominal value;
• Does not contravene any law and, in addition, is made in accordance with generally accepted local ethical practices; and
• Does not influence the Group’s business decisions or impact independent judgement; Occurs or is given or accepted infrequently.

5.5 DEALING WITH PUBLIC OFFICIALS

There are additional requirements placed on Group activities when it comes to dealing with Public Officials. Therefore the following additional considerations apply when providing gifts, meals, entertainment, travel, or other hospitality to Public Officials:

• Per diem or cash allowances must never be provided to Public Officials or their connected parties;
• The provision of travel to a Public Official is only allowed with written pre-approval from the CEO;
• Where a Public Official is the recipient or donor of the gift or hospitality, written pre-approval must always be obtained from the CEO;
• The provision of any gift, meal, entertainment, travel or other hospitality must be accurately accounted for and described. The description should identify the nature of the provision, its value, the date it was given, the identity of the recipient and whether or not the recipient is a Public Official; and
• For non-public officials, written pre-approval from the Group or Divisional Compliance team (as appropriate) is required prior to offering or providing gifts greater than £/€/$500 or hospitality over £/€/$2000, or accepting gifts or hospitality greater than £/€/$500.

5.6 DEALINGS WITH THIRD PARTIES

Group Personnel are prohibited from doing indirectly what this Policy prohibits them from doing directly. Bribery and corruption conducted through or via third parties or associated persons (as is strictly prohibited.

The Group may be held liable if a third party or associated person acting on our behalf engages in bribery or any other illegal activity. To protect from this liability, the Group must only do business with reputable third parties. Accordingly, Group Personnel must conduct appropriate due-diligence and ensure appropriate contract terms are signed which detail our zero-tolerance approach, when engaging with third parties.

5.7 BOOKS AND RECORDS

Group Personnel involved in maintaining books and records must ensure they are full, fair, accurate and understandable. The phrase “books and records” is broad and can include invoices, financial statements, bank account statements, ledgers, board minutes, journal entries, and documents concerning transactions with third parties. Group personnel must ensure that:

• All gifts, meals, entertainment, travel, other hospitality and other expenses are properly reported and recorded, particularly those relating to public officials;

• Any payment made on behalf of the Group is supported by appropriate documentation;

• All accounting and financial records are accurate, complete and contain a reasonable amount of detail to explain the nature and purpose of the transaction;
• No payment to a third party is made in cash, unless pre-authorised by the CEO; and

• Group Personnel shall not create or help to create any documents for the purpose of concealing any improper activity.

In reviewing and approving expenses, or in the review of any books and records, any question which may arise in connection with this Policy shall be brought to the attention of the CEO. Materiality should be assessed in terms of potential financial, regulatory, legal and reputational implications and the appropriate escalations occur as a result.

6. GOVERNANCE AND REPORTING

6.1 VIOLATIONS

The Group takes any violation of this Policy seriously and will impose appropriate disciplinary measures on responsible individuals up to and including termination of employment or a business relationship if deemed appropriate. The Group will apply a strict interpretation of legal obligations in reporting and acting on any suspected or actual acts of bribery or corruption.

If you violate this Policy, you may subject both yourself and the Group to severe criminal and civil penalties, including substantial fines and even imprisonment. Violations of this Policy and Anti-Bribery Laws may cause substantial harm to the operations and reputation of the Group.

6.2 DUTY TO REPORT

All Group Personnel are required to take all steps necessary to prevent a violation of this Policy. This includes identifying and raising potential issues before they lead to problems and seeking additional guidance when necessary.

All Group Personnel are further required to report promptly any information or knowledge of any conduct or transaction prohibited by this Policy to the CEO or via the Whistleblowing email whistleblowing@sqr.id. Instructions and guidance about how to report violations of this Policy are outlined in the Group’s Whistleblowing Policy.

Retaliation by anyone as a consequence of making a report of a possible violation of the law or this Policy is strictly prohibited and will result in disciplinary action, up to and including termination.

6.3 TRAINING AND AWARENESS

Group Personnel must familiarise themselves with and shall receive training on this Policy and relevant procedures on an annual basis as requested / required.  

The Groups zero-tolerance approach will be communicated to new joiners upon hiring and this Policy shared with them at appropriate intervals thereafter.

7. DURESS / EXIGENT CIRCUMSTANCES

Where a payment, that might otherwise meet the definition of a prohibited act of bribery or facilitation payment, is required to be made to protect against loss of life, limb or liberty of an employee and where prior approval is not possible, it may be made. It must be reported as soon as is practicable to the CEO for appropriate recording and follow up action and management. Such payments must be accurately recorded and identified in expense reports and other books and records.

8. SUPPORTING POLICIES & PROCEDURES & PERSONNEL

The key laws in relation to this Policy have been outlined within the ‘Relevant Laws’ Section of the Introduction of this Policy. Supporting documents related to this Policy (including those referenced throughout the Policy) are included below:

• Whistleblowing Policy; and
• Hospitality, Gifts & Entertainment Register; 

Group Personnel with questions on this Policy, concerns or queries on bribery and corruption more generally, or seek advice about specific situations they face, or those who are unsure if a given situation is a bribery/corruption issue or not should contact the CEO.

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APPENDIX 1 – GIFTS/HOSPITALITY AND COI REGISTER

Staff are required to self-report any gifts/hospitality received or given, or any conflicts of interest, as a matter of good practice.

APPENDIX 2 – GENERAL GUIDANCE

WHY BRIBERY IS NEVER ACCEPTABLE

Bribery is NEVER an acceptable business practice and it is strictly forbidden because:

1. It is illegal;
2. It creates demand for further bribes;
3. It hurts the bottom line;
4. It undermines the trust of our employees and shareholders;
5. It is contrary to the ethical way SQR-Group does business;

6. It tarnishes the Group’s reputation and social licence to operate;
7. It perpetuates poverty and inequality; and
8. It is never in the best interests of the Group.

There are NO excuses for bribery. The following excuses are NEVER acceptable:

1.   Complacency: “We’ve always done it…”
2.   Business rationalisation: “We can only compete if….”
3.   Outsourcing : “We had no idea our consultant was paying.
4.   Ignorance: “We did not know that is was illegal…” and
5.   Blaming superiors: “I was only doing what I was told.

HOW GROUP PERSONNEL CAN PREVENT BRIBERY

In order to prevent bribery:

1. You must familiarise yourself with this Policy;
2. Raise any concerns or queries about the Group’s policies, this guidance, specific situations, or on bribery and corruption generally, with the CEO; and
3. You will be provided and must complete anti-bribery training.

When representing SQR Group, as an employee, consultant and contractor, you must:

1. NEVER offer, promise, give, request, authorise, or agree to receive or accept bribes; whether in the private or public sector. Remember, bribery is not limited to inducements involving cash and cash equivalents and can include; Extravagantly lavish or non-business-related gifts, meals, travel and hospitality; Employment opportunities; Personal favours; Sponsoring events.

2. NEVER ask for or agree to receive or accept any bribe or inducement offered to you by any third party in connection with your SQR Group duties, or regarding any other non-Group matter concerning you;

3. NEVER offer, promise, give or authorise Facilitation Payments. Examples of Facilitation Payments include: Payments to expedite the processing of a permit or license; Payments to expedite the processing of a visa request; and Payments to secure the importation of equipment or other goods

4. NEVER circumvent (1), (2) and (3) above using a third-party intermediary.

SQR- Group Personnel MUST report any instances of the above which come to their attention either to their line manager or via the Whistleblowing line.

Group Personnel should ALWAYS:

1. Refer to and comply with this Policy;
2. Request guidance and approvals in line with policies and procedures as they related to the provision or acceptance of gifts, entertainment, meals, travel and other hospitality;
3. Engage with only reputable third party representatives (associated persons);
4. Request approval for any use of Group funds as contributions to Political organisations or charities that have a link to a public official or political organisation; and
5. Ensure that proper records are made and held regarding the provision or acceptance of gifts, entertainment, meals, travel and other hospitality.