ANTI-BRIBERY AND CORRUPTION POLICY

The Wiingu Group has a zero-tolerance policy with respect to corruption and bribery. Wingu complies with all relevant local laws and regulations and follows relevant best practice. All directors, officers, employees, consultants, agents, contractors, customers and vendors of the company (together referred to as “Business Partners”) are provided with information on how to report questionable ethical behaviour or code violations. Wingu’s customers and suppliers often require Wingu to not only provide similar attestations, but also require Wingu’s senior management and other relevant employees to attend anti-money laundering (“AML”) and anti-bribery and corruption (“ABC”) training.

The purpose of this policy is to establish controls to facilitate compliance with applicable anti-bribery regulations and to ensure Wingu’s business is conducted in a socially responsible manner. Compliance with the policy constitutes terms of service for each director, conditions of employment for each officer and employee, and conditions of providing services to Wingu for each consultant, contractor and vendor. Each such person agrees to be bound by the provisions of the policy upon the most recent copy being received or upon notification that an updated version has been placed on Wingu’s website for review. Every Business Partner should make themselves conversant with the specific laws and regulations in all jurisdictions in which they operate. At all times these laws and regulations take precedence over this policy. A detailed description of bribery/corruption and its various forms is provided below. However, given the nature of its operations and the countries in which it operates, Wingu considers the following areas to be of particular significance to the risk of bribery/corruption:

  • Specific countries within Sub-Saharan Africa and other global emerging markets pose higher risks.
  • Working with third-party Business Partners.
  • Facilitation payments to public officials.
  • The provision of gifts and entertainment, particularly where government employees/representatives or politically exposed persons are involved.
  • Donations/sponsorships which may be perceived to be political in nature.

Definition

Bribery/corruption is the offering, promising, giving, accepting or soliciting of an advantage as an inducement for an action which is illegal or a breach of trust. Active bribery involves paying a bribe, while passive bribery involves receiving a bribe. This policy covers both active and passive bribery. It is not permissible to:

  • Give, promise to give, or offer 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.
  • Give, promise to give, or offer a payment, gift or hospitality to a government official, agent or representative to “facilitate” or expedite a routine procedure.
  • Accept payment from a third party that employees know or suspect is offered with the expectation that it will obtain a business advantage for them.
  • Accept a gift or hospitality from a third party if employees know or suspect that it is offered or provided with an expectation that a business advantage will be provided in return.
  • Retaliate against or threaten a person who has refused to commit a bribery offence or who has raised concerns under this policy.

Facilitation Payments

Facilitation payments are small payments made to secure or speed up routine actions, usually by public officials (such as issuing permits, immigration controls, providing services or releasing goods held in custom). They differ from outright bribes in that they are not for the purpose of obtaining or retaining an undue advantage but rather in exchange for faster or improved access to services to which one is legally entitled. The policy prohibits facilitation payments.

If Business Partners are asked to make a payment, Business Partners should always be mindful of what the payment is for and whether the amount is proportionate to the goods or services provided. If Business Partners have doubts about a payment and suspect that it might be considered a facilitation payment, only make the payment if the official or third party can provide a formal receipt or written confirmation of its legality. If practicable, Business Partners can obtain senior management approval for the payment or contact the ESG Officer with queries.

It is recognised that there may be situations where a Business Partner is faced with a risk to personal security or physical harm. In such a situation, the Business Partner is to put safety first, pay the minimum amount and immediately report the incident to the ESG Officer.

Gifts, Hospitality and Expenses

This policy does not prohibit nominal gifts and hospitality of a limited value to Business Partners. Gifts and hospitality that are reasonable, proportionate, made in good faith and not lavish are acceptable. Business Partners may both offer and accept gifts and hospitality up to the locally accepted norms, but these must always remain below the maximum legal limit within the jurisdiction in which both parties are conducting activities. External Business Partners are not permitted to extend gifts or hospitality to third parties on Wingu’s behalf. A gift or hospitality will be acceptable in the following circumstances:

  • It is not made with the intention or expectation of influencing or obligating a third party to obtain or retain business or a business advantage, or to reward the provision or retention of business or a business advantage.
  • It is not given frequently.
  • Hospitality is to be in the form of hosted entertainment.
  • It is properly documented and recorded.
  • If related to travel, it is for bona fide business purposes.
  • Considering the reason for the gift or hospitality, it is of an appropriate type and value.
  • It is given openly and not in secret; and/or it is not offered to, or accepted from, a
    • Government official/representative, politician, vendor, supplier or
    • Political party, vendor, or supplier without the prior approval of the ESG Officer.

It is recognised that the giving of business gifts and hospitality varies between countries and territories and, accordingly, what may be normal and acceptable in one region may not be in another. The test to be applied is whether in all circumstances the gift or hospitality is reasonable and justifiable, with specific emphasis on the intention. All gifts above $150 should be reported to the ESG Officer to be captured on the Group Gift Registry.

Reporting/Monitoring

All Business Partners must declare any gifts accepted in terms of the gift policy (above $150). If a Business Partner is offered a bribe by a third party, requested to make a bribe by a third party or suspects that this may happen in relation to any transaction, this must immediately be reported to the ESG Officer, who is ultimately responsible for all such matters. Wingu aims to encourage openness and honesty in the disclosure of all unlawful transactions. No Business Partner will suffer demotion, penalty, or other adverse consequences for refusal to participate in prohibited activities.

Charitable Contributions and Sponsorships

Charitable contributions and sponsorships must not be used as a subterfuge for bribery. Charitable contributions may only be made where such donations are ethical and legal under local laws and practices and appropriate due diligence on the recipient has been carried out. Charitable contributions should not result in any conflicts of interest which may potentially affect business transactions and should not influence or be perceived to influence the rewarding of business. All charitable contributions (inwards and outwards) should be approved by the ESG Officer and records kept and made public. Sponsorships may only be used for bona fide promotional purposes and must be approved and paid within the normal purchasing process.

Political Contributions

Wingu’s funds may not be used for political contributions, directly or indirectly, in support of any political party or candidate. However, subject to applicable local and international laws and regulations, Wingu may contribute to an occasional local initiative or campaign where Wingu’s interests are directly involved. Any such payments are subject to the approval of the ESG Officer. Wingu subscribes to freedom of association. Employees are free to make individual, personal contributions to political parties or candidates of their choice. However, while engaged in such activities, employees must at all times make clear that their views and actions are their own and not those of Wingu.