Anti-Bribery & Corruption Policy

Introduction

1. Bribery and corruption are criminal offences and may expose Ensign Infosecurity Group (the “Group”), its board directors and employees to risk of prosecution, fines and imprisonment, as well as endangering the Group’s reputation.

2. The Group values its reputation and is committed to maintaining the highest possible ethical standards in all its business activities. It is also the Group policy to conduct business in an honest and professional way, and without the use of corrupt practices or acts of bribery to obtain an unfair advantage. The Group will apply a zero tolerance approach to acts of bribery and corruption by any of our employees or by business partners working on our behalf.

3. This document sets out our Anti-Bribery & Corruption Policy which is to apply to the conduct of our business worldwide and shall apply to all board directors and employees of the Group.

What is Bribery and Corruption?

4. Bribery and corruption have 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 public office or power for private gain.

5. Acts of bribery or corruption are designed to influence the individual in the performance of their duty and incline them to act dishonestly. For the purposes of this Policy, whether the payee or recipient of the act of bribery or corruption works in the public or private sector is irrelevant.

What is a Bribe?

6. Bribes can take on many different shapes and forms, but typically they involve intent to induce a person to act improperly. There will usually be a 'quid pro quo' – something for something, both parties will benefit.

7. A bribe could be a:

• direct or indirect promise or offering of a valuable gift
• offer or receipt of any kickback, loan, fee, reward or other advantage
• giving donations or voting designed to exert improper influence

Who Can Engage in Bribery or Corruption?

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

• an employee or a board director
• any person acting on behalf of the Company (for example our business partners)
• individuals and organisations where they authorise someone else to carry out these acts

9. Acts of bribery and corruption will commonly, but not always, involve public or government officials (or their close families and business associates). For the purposes of this Policy, a government official could be:

• A public official, whether foreign or domestic
• A political candidate or party official
• An employee of a public international organisation

What Does the Laws Say About Bribery and Corruption?

10. Bribery and Corruption are criminal offences and penalties can be severe.

11. In Singapore, under the Prevention of Corruption Act, any corrupt acts committed abroad may also result in a prosecution at home.

12. In the UK, the Bribery Act 2010 not only makes bribery and corruption illegal, but also holds companies liable for failing to implement adequate procedures to prevent such acts by those working for the companies or on their behalf.

13. In the US, the Foreign Corrupt Practices Act offers similar prohibitions and potential penalties and is enforced with vigour by the US authorities.

14. It is therefore in our own interests, as well as those of the Group, that we act with propriety at all times.

Where Do the Bribery and Corruption Risks Typically Arise?

15. Bribery and corruption risks typically fall within the following categories:

• Use of Business Partners - The definition of a business partner is broad, and could include agents, distributors, joint venture partners or any partners who act on behalf of the Group. Whilst the use of business partners can help us reach our goals, we need to be aware that these arrangements can potentially present the Group with significant risks. We must evaluate our business partners carefully and they must also be advised of the existence of and operate at all times in accordance with our Anti-Bribery and Corruption Policy.
• Gifts and Hospitality - Gifts and hospitality include the receipt or offer of gifts or tokens of appreciation and gratitude. We recognise that giving and accepting gifts or hospitality can be part of building normal business relationships. In different geographical locations, this practice can vary significantly, often depending on local laws and specific customs but some gifts and hospitality can create improper influence, conflicts of interest or bribery. We must act in accordance with our Gift & Entertainment Policy in relation to the giving and receiving of gifts and hospitality.
• Facilitation Payments - In some countries, it may be customary business practice to make payments or gifts of small value to junior government officials in order to speed up or facilitate a routine action or process. Facilitation payments are against this Policy and we take the view that they are illegal in Singapore, UK as well as most countries in which we operate or may operate.

Queries or Concerns

16. Should you have any queries regarding this Policy, you may contact the Legal Department. If there are any concerns about the conduct of any person in their business dealings with the Group or involving the Group, you may report the matter to the Whistle Blowing Receiving Officer in accordance with the Whistle Blowing Policy and Procedure.