I. PURPOSE

HYLMAN is committed to conducting business fairly, honorably, with integrity, and in compliance with the laws of every country in which it operates. Bribery is illegal. It can expose the Company to massive fines and other penalties, and it can lead to prison for employees. All HYLMAN directors, officers, and employees must be familiar with and follow each of the requirements described in the HYLMAN AntiBribery and Anti-Corruption Compliance Policy (the “Policy”). Agents, consultants, business partners, and any other persons or entities doing business on behalf of HYLMAN (i.e., third-party intermediaries) must also comply with this Policy.

II. POLICY SUMMARY

The Policy can be summarized in three points:

  We never pay bribes to get business.

  We never give anything of value to government officials, directly or indirectly, to influence their decision making.

  We record our transactions accurately.

Any attempt to pay, authorize, or promise a bribe, kickback, or any other form of corrupt payment – in any amount – is strictly prohibited. It does not matter if the intended recipient of the bribe works in the public or private sector. It does not matter if the intended recipient conducts business in a country where paying bribes is a common practice, “necessary to get anything done,” or “engrained in the business culture.” And it does not matter if “everyone else is doing it.” No officer, director, employee, or third-party intermediary shall pay, authorize, or promise to give anything of value – whether directly or indirectly through a third party – in order to improperly influence any person or entity to act favorably towards HYLMAN.

To ensure compliance with this Policy, and consistent with our accounting policies, all transactions must be recorded accurately and with sufficient detail to identify the actual purpose for each payment. HYLMAN strictly prohibits any “offthe books” accounts or payments, or making any false, misleading, or incomplete entries in the books and records in an attempt to obscure the actual purpose of a payment. This prohibition applies regardless of the amount of the payment.

III. WHO IS COVERED BY THIS POLICY?

This Policy prohibits bribery and corrupt behavior by:

  Any employee, officer, or director of the Company; and • Any person acting on behalf of the Company, including third parties acting on behalf of the Company, such as distributors, agents, brokers, representatives, consultants, or business partners.

Acts of bribery and corruption commonly involve public or government officials. This Policy prohibits the payment of bribes – in any amount and at any level – to any public or government officials, including but not limited to the following:

  Officers or employees of any local, provincial or national government (for example, members of Parliament, police officers, firefighters, members of the military, tax authorities, permit issuers, customs inspectors, etc.);

  Directors, officers, representatives, agents, or employees of any state-owned or controlled business or company;

  Officers or employees of a public international organization (for example, the United Nations, International Olympic Committee, International Red Cross, World Bank, etc.);

  Individuals acting in any official capacity or on behalf of any government or public international organization (for example, an official advisor or consultant to a government);

  Officers or employees of a political party; and

  Candidates for political office.

Bribery also can involve corrupt payments to agents or employees of customers or business partners in order to secure an advantage over competitors. This Policy therefore prohibits the payment of bribes – in any amount and at any level – to any private persons, including but not limited to the following:

 Employees of companies who are in a position to direct business to HYLMAN

  Purchasing agents or procurement officers of customers and potential customers; and Third parties who are in a position to recommend or refer business to HYLMAN

As noted above, any payment that cannot be made directly to an individual under this Policy may also not be made indirectly, such as to a close relative, through a friend, via the individual’s business, or through some other intermediary.

IV. BRIBERY & CORRUPTION – THE BASICS

Bribery and corruption have a range of definitions in law, but certain fundamental principles apply universally. Bribery is the offer, promise, giving, demanding, or acceptance of anything of value as an inducement for an action which is illegal, unethical, or a breach of trust.
Corruption consists of an offer, payment, or promise that is intended to induce the recipient to misuse his or her official position, whether as a government official or as the representative or employee of a private business. Acts of bribery and corruption are designed to influence the individual in the performance of their duties and to incent them to act dishonestly. Importantly, anti-bribery and anti-corruption laws prohibit not only bribes made directly by employees, but also bribes made indirectly through third parties acting on behalf of the Company. In the context of this Policy, third parties are broadly defined to include any person or entity acting on behalf of the Company, including but not limited to agents, brokers, consultants, sales representatives, lawyers, accountants, distributors, and other business partners.

V. WHAT MIGHT CONSTITUTE A BRIBE?
Corporate Hospitality and Gif

Corporate hospitality is an accepted part of conducting business and as long as it is reasonable and proportionate, it is not likely to be in breach of the Bribery Act 2010. However corporate hospitality which is seen as lavish or hospitality provided to someone other than HYLMAN’s client/customer, e.g. a member of their family, could be in breach of the Act. No gifts or corporate hospitality must be offered or given with the intention to influence another person to perform their function improperly.

It is accepted that hospitality and corporate gifts are part of day-to-day business in the commercial arena. Giving or receiving hospitality or promotional expenditure is acceptable if it is: (a) incidental to business related events; (b) given and received in good faith; (c) permitted under local laws and customs; and (d) given and received in accordance with this Policy.

However, lavish corporate hospitality can also be used as a screen for bribery. It is the responsibility of each employee to understand when prior approval is required for the giving or acceptance of any gift or corporate hospitality and, where prior approval is required, to seek and gain that approval. The requirements are as follows:

1. (a) for expenditure on gifts and corporate hospitality, or accepting gifts or corporate hospitality, up to a certain value, there is no requirement to seek prior approval;

2. (b) for expenditure on gifts and corporate hospitality, or accepting gifts or corporate hospitality, exceeding this value and not more than double the mentioned value, prior approval must be obtained from the relevant Territory/Business Unit Head in accordance with the Authority Matrix; and

3. (c) for expenditure on gifts and corporate hospitality, or accepting gifts or corporate hospitality, exceeding the double of the value, prior approval must be obtained from your Territory/Business Unit Head and from HYLMAN’s General Counsel in accordance with the Authority Matrix.

It is understood that it will not always be easy to assess the value of a gift or corporate hospitality which is received. In these situations the recipient should describe the gift or hospitality and make an educated estimate of its likely value i.e how much it cost to purchase.

If you are providing the hospitality, you only need to assess the value of the hospitality you are providing.

It is the responsibility of each Territory/Business Unit Head to maintain a local gifts and corporate hospitality register and to ensure that all expenditure on, and acceptance of, gifts and corporate hospitality for which approval is required (ie as described in paragraphs (b) and (c) above) is recorded on the register.

Each Territory/Business Unit Head must deliver to HYLMAN’s General Counsel each quarter an up to date copy of the local gifts and corporate hospitality register, at the same time as delivering to Finance the quarterly reforecast of the annual budget for that Territory/Business Unit.

The maximum expenditure by any individual Territory/Business Unit on business development for any individual client (whether a company or an individual) must be maintained at the annually dictated value and not exceed that in a financial year without the prior approval of HYLMAN’s General Counsel.

It is important that the total monetary value of gifts and/or hospitality received by the entire HYLMAN group from any particular third party is reasonable. HYLMAN’s General Counsel may from time to time issue notices requiring that further gifts or hospitality may not be accepted from any named third party (and therefore must be declined) until further notice.

It is recognised that there may be occasions when the value of the hospitality you receive is much greater than you had thought would be the case in advance of receiving it. Whilst you should always try to accurately anticipate the value of any hospitality, it is accepted that sometimes an estimate will not be accurate. If this happens you should seek retrospective consent and ensure that the revised estimate of the value of the hospitality is recorded.

What’s a bribe?

Bribes can take many different shapes and forms, but typically they involve corrupt intent. There will usually be a “quid pro quo” – that is, the bribe will be offered or paid in exchange for some benefit. Bribes can be made by using anything of value, including:

  Cash, cash equivalents (e.g., gift cards), or loans;
  Payments for travel or entertainment;
  Favors, including offers of employment or internships;
  Gifts (e.g., perfume, jewelry, use of club memberships);
  Donations to a charity affiliated with or sponsored by a government official; and
  Political contributions.

Some examples of improper influence of a public or government official include:

  A government official would not act if you did not make the gift, and you give a gift to increase the chances that the government official will take such action.
  The government official has a choice to act or not and makes a decision based on a gift.

Some examples of improper business advantage include when a government official:

  Overlooks a violation or tolerates non-compliance with applicable laws;
  Does not perform a task that should otherwise be performed (e.g., does not
  conduct a required inspection prior to issuing a permit);
  Reduces customs duties;
  Grants a favorable tax treatment; and
  Directs business to HYLMAN.

Examples of commercial bribery include:

  Paying a kickback to a purchasing agent in order to cause that agent to choose to buy the bribe payer’s products rather than those of a competitor;
  Providing anything of value to an executive or officer of a business partner in order to cause that partner to conduct business with the bribe payer; and
  Paying a third party in order to unlawfully obtain a recommendation or referral for HYLMAN.

This Policy cannot cover every situation or provide information on every law that may be applicable where HYLMAN conducts business. If you are ever uncertain, feel uncomfortable about, or question the ethics of any situation or request, you should seek further guidance from the Company. Information on who to contact for additional guidance, as well as other available resources, can be found in the Compliance Hotline and Company Contacts section of this Policy.