Section I. General Policy
1. Context and Purpose
Fameline Holding Group Ltd. together with its subsidiary and affiliate companies (the “Company”) has a moral and ethical responsibility to act with integrity in conducting its business. This duty is owed to the communities in which we operate, and it must be taken seriously. Bribery and corruption hinder economic growth by confounding market principles, and the victims are individuals and businesses that rely on sustainable growth for their physical and social well-being. For this reason, the Company will not countenance bribery or corruption in any form.
In addition to our ethical responsibilities, the Company is subject to laws in all the jurisdictions that we operate that prohibit bribery and corruption and that require that we take certain steps to prevent bribery within the Company itself, and by our business partners. The consequences of any violation of these laws can be severe, including unlimited fines for the Company and imprisonment of the individuals involved and their managers. Moreover, failures to follow applicable laws can result in irreparable damage to the Company’s reputation and a loss of business.
The Company is determined to meet its ethical obligations and to abide by both the spirit and letter of applicable laws wherever it operates. To that end, this Anti-Bribery and Anti-Corruption Policy (the “Policy”) has been implemented.
The Company, through its Head of Compliance, is required to follow the procedures as laid out in this Policy.
The Company has a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all its business dealings and relationships, wherever it operates, by implementing and enforcing effective systems to counter corruption and bribery. As such the Company requires all employees, at all times, to act with honesty and integrity and to safeguard the resources of the business in accordance with this Policy.
The Policy includes four individual sections on:
(a) Gifts and Entertainment;
(b) Political and Charitable Donations;
(c) Facilitations Payments; and
(d) Conflicts of Interest; all which form part of the Policy for these purposes
3. Responsibility of the Management
The Management has full authority to implement this Policy within its sphere of responsibility. The measures taken by the Management include:
(a) Devising, implementing and maintaining systems and controls designed to prevent, minimize and detect instances related to bribery and corruption.
(b) Ensuring that the employees are aware of the Company’s policy and procedures; and
(c) Ensuring that employees participate in and comply with the Company’s anti-bribery, anti-corruption training.
The Policy applies to:
(a) All directors, managers, officers, employees and any other person whose work is supervised by the Company as though that person were the Company’s employee (each an “Employ” and/or all of them together, the “Employees”);
(b) All of the Company’s operations, including all its legal entities, and to the Company’s joint ventures over which it is able to exercise control over policies and procedures; and
(c) Any other person or entity to the extent that they act on behalf of the Company in any way, including existing or prospective charterers, clients, consultants, contractors, suppliers or other goods/services providers, agents or intermediaries (each a “Third Party” and/or all of them together, the “Third Parties”).
The Head of Compliance should assess the type of risks involved in the operation of the Company, review and test the Company’s systems and controls, ensure that the Company’s controls are being complied with and that the Company’s systems continue to operate effectively, and update the Policy to ensure it is effective and the Company is compliant.
5. Meaning of “Bribe”
The Company operate in many jurisdictions, all of which have bribery and anti-corruption laws. There are differences in approach and therefore the Policy is written with the highest and most onerous requirements in mind. In the Company’s view the UK Bribery Act 2010 is the most stringent and we have written the Policy with that Act, and the standards it imposes, in mind.
The Bribery Act 2010 came into force in the UK in July 2011 and consolidates the law, creating four criminal offences:
• Offering, promising or giving a bribe (active bribery);
• Requesting, agreeing to receive or accepting a bribe (passive bribery);
• Bribing foreign public officials (including facilitation/grease type payments); and
• Corporate offence of failing to prevent bribery
A bribe includes payments, offers or promises to pay, give or provide anything of value, directly or indirectly, to obtain an improper personal or business advantage and includes small facilitation type payments. The Company prohibits both, the payment, offer and authorization of a bribe as well as the receipt or acceptance of a bribe.
“Anything of value” should be interpreted broadly to include anything (whether monetary or non-monetary) that provides a benefit to the recipient and there is no lower limit. By way of example, a bribe may include a gift, secret commissions or kickbacks, inappropriate or disproportionate remuneration, political contributions, excessive travel and entertainment, offers of employment, or any form of preferential treatment. Please note that this list of examples is not exhaustive.
6. Responsibility of the Employees
The Employees and those acting on the Company’s behalf must not:
a) Offer or make any payments that are not for bona fide services or goods;
b) Offer or make any payments that are not properly authorized by the Management;
c) Attempt to induce a public official to do anything by offering or giving anything of value to her/him personally or to a family member, friend or business associate;
d) Attempt to influence the business decisions or any person by offering or giving anything of value to her/him personally or to a family member, friend or business associate;
e) Accept or request anything of value for their personal benefit or the benefit of family member, friend or business associate in exchange for giving preferential treatment to a business partner;
f) Record any payment or other disbursements in the Company’s books or records inaccurately or with insufficient detail;
g) Fail to record gifts or entertainment accurately and with sufficient detail, obtaining approval where required;
h) Participate, encourage or otherwise facilitate any of the above actions by anyone other than themselves; or
i) Fail to report any suspicion that any of the above actions have taken place
Where an Employee becomes aware of, or suspects, that bribery has taken place, the following procedures apply:
a) The information shall be reported in the first instance to the Head of Compliance;
b) The Head of Compliance will make a written record of the report and give a written acknowledgement to the Employee concerned;
c) The Head of Compliance; will assess the report and, where appropriate, initiate an internal investigation of strength of the allegation;
d) On the conclusion of the internal investigation, where appropriate, the Head of Compliance, will make a report to the relevant official authority; and
e) The Head of Compliance; will retain the records and documents for six years – or until clearance is received from the relevant agencies.
Every effort will be made to grant anonymity if it is requested, although Employees should be aware that anonymity may be difficult or even impossible to preserve in a small company and if, as a result of investigations, the police are informed or disciplinary action against the wrongdoer is taken. All reports made to the Head of Compliance will be treated in confidence and be fully investigated.
The Company does not condone and will not tolerate bribery or corruption in any form, even if the Employee believes he or she is taking such action for the good of the Company the consequences of non-compliance with the Policy could be severe for the individual involved and the Company as a whole. Bribery and corruption will be considered as acts of gross misconduct and any Employee who breaches the Policy will face disciplinary action, which could result in immediate dismissal for gross misconduct. The Company reserves its right to terminate its contractual relationship with other Third Parties if they or the Company are found to have been in breach of the Policy.
9. Communications, Monitoring & Review
The Policy and relevant guidance will be communicated to all Employees on a regular basis and training will be provided to support this Policy and compliance. Each Employee must acknowledge receipt of the Policy and declare by his/her signature his/her understanding and acceptance of the contents herein. Where it is appropriate to do so, Employees will receive regular updates on the Policy. The Policy will be available at Company’s website to be accessible to Third Party.
If you have any questions regarding this Policy, please contact:
• Demetris Hadjigeorgiou; appointed “Head of Compliance”
• Ghiwa-Stephanie Mogharbel; appointed “Deputy for Compliance”
II. Gifts and Entertainment
The Company must act with integrity and transparency in all of its business to avoid even the appearance of it being seeking to obtain any improper advantage through over-lavishes hospitality. Such hospitality may be considered unlawful under the UK Bribery Act 2010 and other laws if it is excessive and/or it is made at an inappropriate time, for example in the middle of contract negotiations. The Company does not therefore permit the giving or receiving of gifts, benefits or entertainment that are not reasonably justifiable in all the circumstances and/or not authorized by the Management.
The Policy sets out the Company’s rule on the offering and receiving of gifts, benefits and entertainment. It seeks to ensure that any conflict of interest or the appearance of such, between the self-interest of an Employee and his/her responsibilities to the Company or its clients is avoided or, at the very least, appropriately managed. All client entertaining expenses will, therefore, be declared and closely monitored by the Company.
All Employees of the Company must act in accordance with the terms of the Policy when considering whether to offer or receive gifts, benefits or entertainment. If there is any doubt in relation to it the Head of Compliance must be contacted.
12. Gifts, Benefits and Entertainment
a) All Employees must not accept gifts, benefits or entertainment from, or offer or provide them to, a person they know through their employment with the Company except in accordance with the Policy
b) When considering receiving gifts, benefits or entertainment from a Third Party, the Employees must never use their position within the Company for personal or private gain whether of monetary nature or otherwise, such as holidays, meals, flights /travel and other benefits, for themselves, their families or other persons.
c) No gifts, benefits or entertainment may be offered to Third Parties in circumstances where it:
i. Is inappropriate in light of the underlying business relationship and in particular where the Company is tendering, negotiating, drafting or about to enter into any contact or agreement with any Third Party;
ii. Is so frequent, excessive in value or of such a nature that it might give rise to a perception of impropriety;
iii. Might cause embarrassment to the Company and/or bring its reputation into disrepute;
iv. Might cause the recipient to improperly perform his/her duties;
v. Might be construed as seeking to gain any improper business advantage, as representing an inducement for investment or other business, or as a bribe;
vi. Might improperly influence the recipients’ judgment and/or potentially impact or alter the provision or receipt of a service; or
vii. Violate any applicable laws or regulations
The giving or receiving of cash gifts of any amount is strictly prohibited. In addition, the Employees must not solicit or receive gifts or anything of value (whether monetary or non-monetary) for their own benefit in return for a relevant function or activity being improperly performed, either by them or others.
• Gifts to Public Officials
A Public Official is anyone working in a legislative, administrative or judicial position or working for or on behalf of a government-owned or controlled entity.
Gifts to Public Officials are not permitted save in exceptional circumstances where authorized specifically by senior management. In cases of doubt, guidance should be sought from the Head of Compliance before offering such a gift.
• Gifts that are acceptable
(a) Promotional items- items of nominal value (such as stationery, pens, calendars or diaries) may be offered provided they clearly display the name and logo of the Company.
(b) Low value gifts of a purely personal nature offered to business acquaintances of the Company to mark occasions such as a wedding, birth of a child or retirement may be offered provided there is no expectation that a relevant function or activity will be performed improperly, or that business will be obtained or retained, as a result of the gift, or where the giving of the gift could lead to an assumption or inference that the intention was to obtain a business advantage. Such gifts should be notified to the Head of Compliance prior to being given.
(c) Seasonal or traditional gifts offered on behalf of the Company may be given to mark local festivals if it is local business practice to exchange such gifts and the gifts are not excessive. Such gifts should be notified to the Head of Compliance prior to being given.
Please not, however, that repeat gifts of this nature are not to be encouraged, particularly when, if taken together over the course of a year, their value exceeds Euro 500.
Client entertaining may amount to bribery, which is a criminal offence, where the person offering the hospitality intends to influence the recipient to act improperly. This is most likely to be the case where the hospitality is excessive or unreasonable. All client entertaining expenses will, therefore, be declared and closely monitored by the Company.
The following general guidelines apply:
(a) Entertainment offered to or accepted from Third Parties should not be so frequent or excessive as to raise any question of impropriety and must always be consistent with the underlying relationship with the Third Party.
(b) Entertainment, whether given or received, requires approval from the Head of Compliance, where its cost is above Euro 500 per person.
(c) Normal business courtesies such as paying for a meal are acceptable provided they are proportionate and cannot reasonably be regarded as giving rise to a conflict of interest. For example, paying for a meal to mark the end of a business transaction would be acceptable.
(d) Attendance at a sporting, culture or other social event is acceptable although lavish entertainment should be declined. The Employees should not solicit entertainment from Third Parties.
(e) Providing accommodation or transport to Third Parties attending entertainment events, and paying for their guests or family members, must be avoided or, if unavoidable, should be discussed with the Head of Compliance beforehand and expenses shall be properly declared.
• Entertainment of Public Officials
Offering gifts or entertainment to Public Officials should be avoided whenever possible. If it is being considered, please speak to the Head of Compliance in advance.
Breaches of the Policy are a serious matter and may render Employees liable to disciplinary action, up to and including termination of employment.
In many jurisdictions, such breaches might also render an employee liable to prosecution by a law enforcement or regulatory body which might impose significant penalties for the giving or receiving of payments or gifts, benefits or entertainment which are deemed to be improper inducements for investment or other business. Where a clear breach of the law and the Policy has taken place the Company will be obliged to co-operate with the appropriate law enforcement authorities.
In the case of Third Parties or other business partners to whom the Policy also applies, the Company will not hesitate to terminate its relationship with a Third Party or other business partner found to have breached the Policy.
14. Review of Gifts and Entertainment
Details of all gifts, benefits or entertainment given or received over Euro 500, including any rejected gifts, should be maintained in a register. As such, all Employees are requested to report such details to the Head of Compliance who will in turn maintain a log in this respect listing such details.
The Head of Compliance will periodically review (at lease annually) the frequency of gifts and entertainment being received and given and where appropriate seek the advice of the Company’s legal advisers where the cumulative monetary value of gifts and entertainment given or received by any individual appears excessive or inappropriate.
III. Political and Charitable Donations
This section governs political and charitable donations made by the Company and any Employee acting in a business capacity for and on behalf of the Company.
16. Political Donations
The Company and the Employees are not permitted, under any circumstances, to make political donations on behalf of the Company.
If you become aware or have reason to suspect that an Employee may have made may intend to make a political donation on behalf of the Company, this must be reported to the Head of Compliance, Employees must not use their position within the Company to coerce or pressure other Employees to make contribution to or support or oppose any political party.
Notwithstanding the above prohibition, Employees remain entitled to participate in the political process in their individual capacity and not as representative of the Company. Any decision to do so is entirely personal and voluntary and is a private matter. In so doing, when engaged in political activities, Employees are expected to do it as private individuals, and at all times must make it clear that their views and actions are their own, and not those of the Company.
17. Charitable Donations
It is the general policy of the Company that charitable donations made on behalf of the Company should be made exclusively to charities approved by local authorities, which shall remain recorded at the Company’s files for future reference. In accordance with the Policy, charities with political connections should be avoided at all times.
The Company shall have a yearly approved budget for donations to be distributed only amongst charitable entities which when approaching the Company have the appropriate certification and approval by local authorities. Company’s management will be responsible to deliberate about the grant of the donation and the value to be disbursed. All receipts are to be handed to the accounting department which shall keep records of such expenses.
Charitable donations may not be made on behalf of the Company without express approval of the management.
The Head of Compliance is responsible for keeping track of the budget allocated to charitable donations and should keep a record of all charitable entities which approached the Company as well as the effective donations made to each of them. The Head of Compliance should periodically review this record.
IV. Conflict of Interests
The Company is committed to ensuring that the same, the Employees and Third Parties act properly and in the interests of the Company. This means managing any actual or potential conflicts of interest whilst recognizing the fact that the Employees have interests and affiliations beyond their work for the Company. The Policy sets out the Company’s requirements in respect of potential conflicts of interest and supplements and is in addition to the duly of confidentiality in relation to Company business that all Employees must abide by.
For the purposes of the Policy:
• “Close Relative” – a spouse, partner, parent, step-parent, child, step-child, sibling, step-sibling, nephew, niece, aunt, uncle, grandparent, grandchild, in-law, close friend or anyone else with whom an Employee has a close personal relationship.
• “Public Official” – any office holder, employee or other official of a Government Entity, political party or any candidate for public office.
• “Government Entities” – any agency, bureau, commission or other instrumentality owned or controlled by a national, provincial or local government of public international body, including commercial enterprises owned by such bodies.
20. What is a conflict of interest?
A conflict of interest may arise when an Employee or one of their Close Relatives has, or takes on, an affiliation or outside interest which could be perceived negatively to impact on the Company’s interest.
Examples of potential conflicts of interest include:
(a) Engaging with a Third Party where Close Relatives are employed by the Third Party in relevant business areas;
(b) Appointing a Third Party where you or a Close Relative has a financial interest in that Third Party;
(c) Hiring a Close Relative for a position within the Company;
(d) Investing in or otherwise providing a benefit to a competitor of the Company; and
(e) Investing in a current or prospective Third Party to the Company.
21. What should the Employees do if they may have a conflict of Interest?
Any outside relationship or affiliation that could be perceived to pose a conflict of interest must be submitted in writing to the Head of Compliance. All outside jobs must be declared.
Employees must also disclose in writing to the Head of Compliance, if they or one of their Close Relatives is a Public Official.
The Head of Compliance will evaluate the potential conflict of interest and decide how best to manage it, taking into consideration the particularities of leaving and doing business on a closed environment as Cyprus.
22. Does it matter if an Employee’s Close Relative works for the Company, a Third Party or a competitor of the Company?
Jobs and affiliations of Close Relatives can create or appear to create a conflict of interest, but our country and moreover the local job market is very small and we must take into consideration, only in exceptional cases where it could create a direct conflict if one of an Employee’s Close Relatives works for the Company, a Third Party or a competitor of the Company, the said Employee must declare this in writing to the Head of Compliance.
23. What should the Employees do if another Employee notifies them of a potential conflict of interest?
All potential conflicts of interest should be evaluated on their merits and their potential impact on the Company’s business. Many outside affiliations will be permissible (e.g. serving as a Trustee to a bona fide charity or a pension trustee) whilst others could have a negative impact on the Company’s business (e.g. an Employee (or one of his/her Close Relatives) also working for a Third Party or a competitor of the Company). In some instances it may be possible to manage the potential conflict (e.g. by removing the relevant Employee from discussions or decisions involving the related Third Party). It is the Employee’s responsibility to ensure that the work of their reported is not prejudiced or perceived to be prejudiced by their outside affiliations. Guidance on managing conflicts of interest can be obtained from the Head of Compliance.
Failure to comply with the Policy is a serious disciplinary offence which can lead to termination of employment or business relations.
Complaints about non-compliant behavior can be made to the most accessible Head of Department/Manager/ Director, or, if there is reason to believe that this will be ineffective, to the Head of Compliance. All complaints will be taken seriously and investigated where appropriate. There must be no retaliation for good faith reporting of violation or participating in the Company’s investigation of a complaint.
25. Declaration (to be completed annually as part of the Company’s Personnel Development Meeting process AND/OR on becoming aware of a potential new conflict of interest/ appointment as a Government official) to be sent to the Head of Compliance
I certify that I have read and understood the above conflicts of interest section of the Policy and declare that neither I nor any of my Close Relatives have a conflict of interest. Neither I nor any of my Close Relatives are Public Officials. (Name and Date);
I have notified the Head of Compliance in writing of a potential conflict of interest and attach the notification and their response. (Name and Date)
V. Declaration Section
26. To be completed upon commencement of employment by the Company and/or annually as part of the Company’s Personnel Development Meeting Process:
I confirm that I have read and understood the present “Anti-Bribery and Anti-Corruption Policy”.
(Name of Employee) and (Date of Acknowledgement).
Limassol, January 2021