Anti-bribery & Corruption Policy

1 CONCENTRIC’S COMMITMENT

Concentric acknowledges the detrimental effects corruption in all its form has on societies and organizations. Corruption distorts fair and equal competition and destroys trust in business operations. Countering corruption and always acting ethically and transparently is fundamental in all our operations.

Failure to comply with Anti-corruption laws can have serious consequences for Concentric and its employees, such as fines, immeasurable reputational damage and criminal as well as civil sanctions. Employees must exercise good judgment and never put themselves or others in a position which may violate this Policy or applicable anti-corruption laws.

This Policy supplements Concentric’s Business Ethics Policy and is established to prevent and detect corruption wherever it may arise. It is the responsibility of every Concentric employee to be familiar with and understand the contents of this Policy and the laws applicable to their job responsibilities and to comply with both the letter and spirit of these laws and this Policy.

2 WHO IS THIS POLICY FOR?

This Policy applies to everyone at Concentric and is applicable in all our business operations. Accordingly, the Policy applies to every employee and representative of Concentric, including its subsidiaries, members of the Board of Directors as well as anyone working on behalf of Concentric (such as consultants and subcontractors).

3 HOW WE DEFINE CORRUPTION AND OTHER RELEVANT TERMS

Corruption is a broad concept, and several definitions exist. Concentric adheres to the international anti-corruption organization Transparency International’s definition and defines corruption as “the abuse of entrusted power for private gain”. Corruption thus involves not only bribery offences but a variety of criminal and unethical acts, such as nepotism, favoritism towards private contacts in employment and purchasing and misuse of corporate funds.

Anti-corruption laws refer to laws aimed to prevent corruption by criminalizing bribery and undue influence that is directed towards a party who has been entrusted to act on behalf of others (for example on behalf of a company or public authority). Several countries’ Anti-bribery laws can apply to Concentric’s operations.

Benefit means something that has a material or immaterial value for the recipient, such as cash, gift cards, goods, services, discounts, travel, loans of money or objects, tickets to events, sponsorship, commission, employment or assignments, priority in a queue or a prestigious award.

Bribe is an improper benefit offered, requested, given or accepted. Typically, a benefit is considered improper when it influences or risks influencing behavior, e.g., because of the benefit being of high value or given with the purpose of influencing the recipient.2

Facilitation payment is a bribe in the form of a small or nominal payment made to a government official, typically to speed up and/or secure the performance of a non-discretionary “routine governmental action”. Concentric does not tolerate the use of Facilitation payments.

Gifts refer to benefits of economic value. Examples of gifts include consumer goods, such as a bottle of wine, branded items, discounts or cash.

Government official means any officer, employee or other individual acting in an official capacity for a governmental authority or agency, municipality or instrumentality thereof (including any state- or municipality owned or controlled enterprise). Also, officers or employees of a public, international organization are considered Government officials, as are representatives of political parties. Immediate family members to just mentioned categories are also considered Government officials.

Hospitality includes meals, beverages, and travel and accommodation expenses. Typical examples are business meals, customer trips, site tours, cultural, sporting events and holidays.

Third-party intermediary refers to any individual or entity engaged (formally or informally) by Concentric to act for or on behalf of Concentric, regardless of the name or title of the individual or entity, such as agents, advisors, consultants, distributors, subcontractors, sales representatives etc.

4 OUR GUIDING PRINCIPLES

4.1 Gifts and Hospitality

4.1.1 General starting points

We ensure job-related benefits in the form of gifts and hospitality are reasonable, and we never offer or accept them if it may influence a business decision improperly or impair independence or judgement. Gifts and hospitality must never be used to create an express or implied obligation or incentive to conduct business. During ongoing business negotiations, gifts and hospitality shall not be offered or given.

Benefits are only permitted insofar it is offered, given or received transparently. That means that a benefit must always be recorded correctly and either be directed at the recipient’s employer or principal or comply with its established policy on benefits.

In addition, benefits shall be moderate. That means that no extravagant or lavish gifts and hospitality is accepted. Caution should also be observed with frequency, in so far even small benefits may – if frequent – be considered bribes.

Finally, benefits must be relevant in business terms, meaning that they shall be primarily work-related.

For recipients that are Governmental officials, or involved in publicly-funded activities, extra care must be observed. See further guidance below.

4.1.2 Always impermissible benefits

Below benefits are of such a nature that they in themselves risk influencing behavior and are thus always impermissible for Concentric employees to offer, give or receive:

• monetary gifts and loans of money;
• goods and services for private purposes and private discounts on goods and services;
• the right to use a vehicle, boat, holiday home or similar for private use;3
• leisure or holiday travel;
• purchase of sexual services or visits to strip clubs and pornographic clubs; and
• benefits that may result in the giver gaining a hold over the recipient.

4.1.3 Gifts and hospitality to recipients in connection with the exercise of public authority and public procurement

The exercise of public authority and public procurement are sensitive areas for corruption, and Anti-bribery laws general have strict rules regarding the permissibility of benefits in these situations.

The mere fact that gifts and hospitality occur in connection with the exercise of public authority or public procurement can also give rise to significant reputational damage for Concentric.

Concentric’s employees shall accordingly never offer gifts or hospitality to recipients in connection with the exercise of public authority and public procurement.

4.1.4 Recipients in the public sector (including Government officials) and in publicly-financed activities (not in connection with the exercise of public authority and public procurement)

The public sector and publicly financed activities are invested with the trust of the public.

Accordingly, stricter Anti-bribery laws apply to this category of recipients. Furthermore, even suspicions of inappropriate or illegal gifts and hospitality to this category of recipients can cause severe reputational damage.

Only gifts and hospitality with a clear link to and that forms a natural and useful part of the recipient’s work should be offered or given. Examples include moderate meals during work-related meetings or gatherings to which a larger group of people have been invited and during which work-related activities are at focus.

Any Employee contemplating offering or giving gifts and hospitality to a Government official shall consult with and obtain approval from the CEO and CFO prior to making an offer or giving a benefit.

While not public entities, extra caution and care should be applied in relation to private sector entities invested with specific public trust, such as banks, credit and insurance institutes, arbitrators, journalists, auditors and certification and control companies, as benefits to recipients within these sectors are more likely to be considered as Bribes.

4.1.5 Concentric employees as recipients

The same principles as outlined in the above sections regarding gifts and hospitality applies also when any employee at Concentric is offered or given gifts and hospitality.

In case an employee is offered a gift that is not permissible to receive according to this Policy, e.g., because it is of higher or personal value, but the situation is such that a non-acceptance of the gift would cause business harm, the employee may accept the gift on behalf of Concentric and immediately declare it to his/her manager.

4.2 Charitable contributions, sponsorships and political donations

Charitable contributions, sponsorships and/or political donations may cause corruption risks since they may be used as a means of concealing bribes and/or can constitute a conflict of interests.

Concentric is politically neutral and does not permit, offer or make any donations, contributions or sponsorships that are political.4

Concentric further aims to be a force for good and only make compliant and ethical contributions, whether commercial or non-commercial. Any charitable donations or sponsorships should be promised and granted without the purpose of creating a conflict of interest or bribery.

Concentric supports the making of contributions to the communities in which it does business and permits reasonable donations to charities and sponsorships. In this respect reasonable steps must be taken to verify that any such contribution does not constitute an illegal payment to a government body or official or any individual in violation of this Policy.

Any Employee receiving a request of, contemplating offering or entering into an agreement regarding charitable contributions, sponsorships and political donations shall consult with the CEO and CFO. All decisions in this regard shall be finally made by either the CEO and CFO.

4.3 Third-party intermediaries

Concentric can be held liable for corrupt actions of Third-party intermediaries, particularly where such a party performs services or otherwise conducts dealings, discussions or negotiations with public organizations or Government officials for or on behalf of Concentric.

Concentric may also be held accountable for failing to take sufficient steps to prevent Third party intermediaries from participating in bribery or related conduct, whether Concentric was aware of the alleged improper conduct. Third parties must never be asked to engage in or condone any conduct that Employees are prohibited from engaging in themselves under this Policy. Also, an Employee must never turn a blind eye to suspected violations of this Policy by third parties or disregard otherwise suspect circumstances.

4.4 Mergers, acquisitions and joint ventures

Where Concentric participates in existing joint ventures as a non-controlling shareholder, the other shareholder(s) shall be made specifically aware about the significance to Concentric of this Policy and shall be encouraged to apply the same policy or a similar standard to the joint venture. For contemplated new minority joint venture co-operations, Concentric shall strive to commit the other shareholder(s) to adopt this Policy or a similar standard for the joint venture.

5 CONCENTRIC’S ANTI-CORRUPTION PROGRAM

Concentric’s corruption risks have been, and shall continuously be, appropriately addressed and there shall always be internal control structures in place that aim to ensure that the risk is identified, assessed, managed, monitored, reported, and kept within the boundaries of the principles of this Policy. Our anti-corruption program shall be adapted to the results of the risk assessment. The risk assessment shall be reviewed when deemed necessary.

The key elements of our anti-corruption compliance program are:

1. Management leadership and accountability.
2. Assessments of risks and effectiveness.
3. Internal anti-corruption rules (this Policy and related documents).
4. Risk-based and continuous training of employees and Third-party intermediaries.
5. Third-party due diligence.
6. A speak up culture and whistle blowing system.
7. Follow-up, reporting, internal audit, evaluation and improvement.

6 WHAT TO DO IF I WITNESS MISCONDUCT?

It is the mutual responsibility of everyone at Concentric to uphold the principles in this Anti Bribery and Corruption Policy, including speaking up if we witness something in breach of this Policy, or applicable laws and regulations. Concentric will handle all such reports seriously and follow up any potential misconduct in an appropriate manner.

Anyone who reports in good faith shall be protected from any form of retaliation.

More information on how to report suspicions of misconduct, and how such reports are handled are outlined in Concentric’s Whistleblower Policy.

7 WHAT HAPPENS IN CASE OF VIOLATIONS OF THIS POLICY?

Violations of this Anti Bribery and Corruption Policy may result in disciplinary action, up to and including dismissal. In addition, Concentric will report violations of legislation and regulations to relevant authorities.

Employees should be aware that – apart from any disciplinary measures that Concentric may take for violating this Anti Bribery and Corruption Policy – they may be subject to prosecution, imprisonment and fines, including reimbursement to Concentric, the government or any other person or entity for any losses or damages resulting from the violation. Moreover, employees must be aware that Concentric itself may be subject to prosecution, fines or other legal action due to the illegal or improper conduct of its employees.

Apart from legal consequences, breaches of this Anti Bribery and Corruption Policy may also be detrimental to Concentric’s future abilities to conduct business and cause negative effects on Concentric’s brand and reputation.

8 ROLES AND RESPONSIBILITIES

Body/Function/Individuals Roles and responsibilities

Board of Directors Responsible for approval of and general oversight over compliance with this Anti-Corruption Policy.

Senior Leaders Responsible for:

• implementing this Policy and ensuring that the Policy and related procedures are communicated to the employees and kept up to date;
• reporting on anti-corruption compliance adequacy and effectiveness to the Board of directors [Executive Management and the Board Audit Committee];
• ensuring that all employees complete the required training in anti-corruption;
• investigating alleged or suspected breaches of Anti-corruption laws or this Policy.

Management, employees and contract workers of all entities in Concentric Responsible for adhering to this Policy, speaking up if any violations of this Policy are detected or suspected and to participate in and complete training.

9 QUESTIONS?

Questions regarding this Anti Bribery and Corruption Policy itself or its interpretation may be directed to your manager or Human Resources.