Anti-Bribery & Corruption (“ABC”) Policy
Applicability: This Policy applies to all employees, contractors, agents, subsidiaries, and any
other individuals or entities acting on behalf of Kpler. It covers all business activities
conducted by Kpler, including interactions with government officials, customers, suppliers,
competitors, and any other parties.
Adherence: Kpler’s position on Anti-Bribery and Corruption is mandatory. This Policy is to
help You make informed decisions.
Overview and Introduction
The success of Kpler is closely connected with the confidence and trust placed in it by our
employees, customers, regulators, stakeholders, and business partners as well with its
reputational in general. Therefore, the requirement for a comprehensive ABC framework is of
vital importance as it demonstrates Kpler’s commitment to ethical behaviour and its
recognition of its role in its fight against financial crime, including bribery and corruption.
The goals of an effective ABC program are to deter, detect and prevent bribery and corrupt
payments. This is implemented through a compliance structure that includes both people
and processes. People focuses on the individuals tasked with developing, implementing, and
monitoring the anti-corruption compliance program and aims to ensure clear accountability
lines. Processes are the elements of the anti-corruption compliance program that include
conducting anti-corruption risk assessments, the adoption of policies and enhanced
financial controls, anti-corruption training, audits, and monitoring mechanisms, and
continuous review and improvement among other elements.
Policy Statement: At Kpler, we are committed to conducting our business operations with
the highest ethical standards and in compliance with all applicable laws and regulations.
This Global Anti-Bribery & Corruption Policy (the ‘Policy’) sets forth Kpler’s guidelines and
expectations regarding bribery and corruption prevention across all its global operations.
Scope: This Policy applies to all employees, contractors, agents, subsidiaries, and any other
individuals or entities acting on behalf of Kpler. It covers all business activities conducted by
Kpler, including interactions with government officials, customers, suppliers, competitors,
and any other third parties.
Key Definitions:
What is “Corruption”?
Corruption is defined as the misuse of entrusted power for personal or private gain. While
the primary focus of anti-corruption is on bribery, other forms of corruption include, but not
limited to embezzlement, theft, fraud, extortion, conflict of interest and illegal charitable
and/or political contributions.
What is “Bribery”?
Bribery is defined as the promise, offer/acceptance directly or indirectly of anything of value
to induce or reward the improper performance of an activity. The UN Convention against
Corruption defines Bribery as:
1. Bribery of National Public Officials1:
- The promise, offering or giving, to a public official, directly or indirectly, of an undue
advantage, for the official himself or herself or another person or entity, in order that
the official act or refrain from acting in the exercise of his or her official duties; - The solicitation or acceptance by a public official, directly or indirectly, of an undue
advantage, for the official himself or herself or another person or entity, in order that
the official act or refrain from acting in the exercise of his or her official duties.
2. Bribery in the Private Sector2:
- The promise, offering or giving, directly or indirectly, of an undue advantage to any
person who directs or works, in any capacity, for a private sector entity, for the person
himself or herself or for another person, in order that he or she, in breach of his or her
duties, act or refrain from acting; - The solicitation or acceptance, directly or indirectly, of an undue advantage by any
person who directs or works, in any capacity, for a private sector entity, for the person
himself or herself or for another person, in order that he or she, in breach of his or her
duties, act or refrain from acting.
“Anything of value”
Furthermore, a bribe may take many forms; it does not always have to be cash. “Anything of
value” includes on a non-exhaustive basis:
- Cash and cash equivalents such as gift cards
- Gifts
- Meals and refreshments
- Entertainment
- Lodging
- Trips and travel related expenses
- Training and education services
- Employment offers or referrals
- Internships
- Product discounts
- Loans
- Charitable donations
- Sponsorships
- Rewards as part of a contest, sweepstakes, games of chance or in exchange for
product opinions or views - Use of materials or facilities
- The forgiveness (or cancellation) of debts and
- Any other transfer of value, even if nominal.
2 Article 21 of UN Convention against Corruption
1 Article 15 of UN Convention against Corruption
Guiding Principles, Policies, and Procedures
You are strictly prohibited from offering, promising, giving or authorising bribes, directly or
indirectly, to anyone, for the purpose of improperly influencing a business decision. Kpler
also prohibits its employees from soliciting, requesting, or accepting a bribe from anyone
under any circumstances.
You are prohibited from encouraging Kpler’s Business Partners or other third parties to
engage in activity that is otherwise prohibited by this ABC Policy, the Code of Conduct, or
ABC laws in general. Our Business Partners include suppliers, distributors, agents, advisers,
consultants, technology providers, and government and public bodies. Employees are
expected to promptly report any suspected or known violation of this ABC Policy, the Code
of Conduct, or ABC Laws, to the Legal, Risk and Compliance (LRC) department, manager
and/or human resources manager.
A. Doing business with third parties
Kpler expects that all third parties execute and maintain the high standards of ethical
conduct and compliance with all applicable ABC laws whenever engaged in any Kpler related
business. Consequently, Kpler shall only engage with reputable third parties who are able to
and willing to comply with this ABC Policy, the Kpler Code of Conduct, and ABC Laws.
B. Working with Government Officials and Public Sector Entities
Kpler’s Policy applies to all public and private sector business transactions. Transactions
involving Government Officials require special attention and caution because of the specific
requirements imposed by applicable ABC laws. Accordingly, to ensure compliance with
applicable ABC laws and/or any other relevant regulations, Kpler’s employees are expected
to consult with the LRC department to learn and comply with all rules that apply to
government contracting and interactions with Government Officials.
Facilitation payments, also known as "grease payments," are small payments made to
expedite routine governmental actions. Kpler strictly prohibits said facilitation payments, and
You must refuse and report any requests for such payments.
C. Political Contributions Using Company Funds
Kpler categorically prohibits the use of company funds for the purpose of making or
facilitating any Political Contribution that could be perceived as a bribe or improper payment.
Consequently:
- Kpler shall limit the amount and frequency of any political contributions or donations, in
accordance with applicable laws and regulations and Kpler's own policies and procedures. - You shall obtain prior approval for any political contributions or donations, in accordance with
the Kpler’s policies and procedures. - Kpler shall document any political contributions or donations, including the purpose, amount,
and recipient, in accordance with the Kpler's record-keeping policies and procedures (if any).
D. The Provision of Gifts & Hospitality, Sponsorships, and Charitable Donations
Kpler may offer and provide, and receive Gifts & Hospitality, Sponsorships, and Charitable
Donations to third parties, when legitimate and offered and provided solely for the purpose
authorised by, and approved by the LRC department and/or Senior Management. Such
expenditures shall be accurately recorded in Kpler’s records. Employees must not offer,
provide, or accept gifts, entertainment, or hospitality that could be perceived as an attempt
to influence business decisions or gain improper advantages. Such offerings must be
reasonable, transparent, and within the limits set by Kpler’s Gift, Entertainment, and
Hospitality Policy.
In addition:
- Kpler shall limit the value and frequency of any gifts, entertainment, or hospitality offered or
received, in accordance with applicable laws and regulations and Kpler’s own policies and
procedures. - You shall obtain prior approval for any gifts, entertainment, or hospitality offered or
received, in accordance with Kpler’s policies and procedures. - Kpler shall document any gifts, entertainment, or hospitality offered or received, including
the purpose, value, and recipient, in accordance with Kpler's record-keeping policies and
procedures (if any).
E. Conflicts of Interest
Kpler employees must avoid situations that may create or appear to create a “conflict of
interest”. “Conflicts of interest” include personal or financial interests that could influence
decision-making or compromise impartiality. Kplerians must disclose any potential conflicts
of interest promptly. These will be recorded in Kpler’s Conflicts of Interest Register, retained
by the People Team.
“Maintaining Accurate Records and Proper Internal Controls”
Maintaining accurate records and proper internal controls, which are complete, accurate, and
timely are vital to Kpler’s overall performance.
Consequently, Kpler shall:
i) Assess the level of corruption and bribery risk associated with each business relationship,
based on factors such as the nature of the business, the country or region where the
relationship is based, and the reputation of the other party.
ii) take appropriate measures to mitigate the risk of corruption and bribery, including
adjusting the terms of the business relationship or terminating the relationship if necessary.
In addition, failure to
(i) keep accurate books and records or
(ii) maintain effective internal accounting controls,
may constitute a violation of applicable local laws and regulations.
Training
All employees, officers, board members, directors, executive and senior leaders, and third
parties working with Kpler must be aware of and compliant with the principles set forth in
this ABC Policy. Kpler shall ensure that all employees receive periodic training and
communications on this ABC Policy based on specific roles and responsibilities. Specifically,
if you are engaged in the following activities, You shall receive anti-bribery and corruption
compliance training no less than annually:
- Employees working with third parties, government officials, or business development
activities - Employees engaged in the provision of gifts, hospitalities, sponsorships, charitable
donations - Employees working in marketing products and services to external customers and
partners, and, - Employees dealing with financial transactions or procurement decisions.
All employees other than those listed above shall have ABC training every two years. ABC
training shall be provided in-person where practical, or otherwise virtually and will be
considered a mandatory obligation to complete.
Consequences of violations
Companies that violate ABC laws can face serious criminal and civil penalties as well as
face reputational damage for their association with corrupt activities. Companies can also
incur significant costs associated with investigations of allegations of corrupt activities, be
debarred from government contracting, as well as be subject to civil suits by shareholders,
customers, and competitors.
Kpler employees who violate this ABC Policy will be subject to disciplinary action up to and
including, termination of employment. In addition, Kpler employees may be held personally
liable for engaging in bribery or for violating the ABC laws. Kpler may refer and/or might be
obliged to refer suspected violations to the appropriate law enforcement or regulatory
authorities, which could lead to penalties, fines, and/or imprisonment for employees found
liable for violating the law.
If Kpler determines that a Business Partner has not complied with the provisions of this ABC
Policy, the Company shall take appropriate action, which may include termination of the
Business Partner’s contract, initiating proper legal action, and/or notifying the proper
authorities regarding the violation.
How do I raise concerns and seek out help or guidance?
We encourage our employees to raise concerns related to conflicts with the law, regulations,
the Code of Conduct, or any other Kpler’s policies. Therefore, Kpler encourages You to report
any suspected or actual corruption or bribery, and will investigate all such reports promptly
and thoroughly.
Kpler shall:
- Provide multiple reporting channels, including anonymous reporting options, to ensure that
You can report any concerns without fear of retaliation. - Respond to all reports of suspected or actual corruption or bribery in a prompt and
thorough manner, and take appropriate action to address any violations of this Policy or
applicable laws and regulations. - Maintain confidentiality and protect the identity of any employee who reports suspected or
actual corruption or bribery, to the extent allowed by law and consistent with Kpler’s policies
and procedures. - Provide regular communication to Kpler's employees on the status of any investigations
and the outcome of any enforcement actions taken as a result of such investigations. - Cooperate fully with any government or regulatory investigations of suspected or actual
corruption or bribery, and take appropriate steps to address any deficiencies identified by
such investigations
Employees must do so as soon as possible after an issue arises and/or a potential issue
that may arise. Please refer to Kpler’s Whistleblower Policy for methods of raising concerns
and seeking guidance and/or reach out to the LRC department for further information.
Compliance with Applicable Laws
Kpler shall prohibit any activity that is illegal or violates the spirit of the law, even if it is not
expressly prohibited.
You must comply with all applicable anti-bribery and anti-corruption laws and regulations in
the jurisdictions where Kpler operates. This includes, but is not limited to, the U.S. Foreign
Corrupt Practices Act (FCPA), the UK Bribery Act, and any other relevant local laws and/or
regulations.
Once a merger or acquisition (M&A) takes place, Kpler's sanctions and export control policy
will be extended to the newly integrated entity. This ensures that compliance standards and
procedures are upheld throughout the consolidated organisation.
Mergers and Acquisitions
The acquired entity will be required to align with Kpler's policies and implement necessary
measures to prevent unauthorised end-use or diversion of exported goods, software,
technology, and/or technical data. This includes conducting due diligence on new end-users,
following a risk-based approach, maintaining proper documentation and record-keeping,
engaging third-party specialists if needed, and regularly reviewing and monitoring customer
relationships to ensure compliance with ABC laws.
This process will be led by the LRC Team in collaboration with other cross-functional teams.
The results of the due diligence will be reported to the Board of Directors and senior
management to inform decision-making and ensure compliance considerations are
adequately addressed.
Policy Review
Kpler will periodically review and update this Policy as necessary to ensure its effectiveness
and compliance with evolving legal and regulatory requirements.
By adhering to this Policy, we reinforce our commitment to conducting business with
integrity and uphold our responsibility to prevent bribery and corruption.
Further Document Details
Version: v.01
Approval Date: xx September 2023
Date for Next Review: xx September 2024
High Risk Category:
Accountable Policy Owner: Legal, Risk and Compliance Team
Annex 1 - Anti-Bribery & Corruption Contractual Wording
Each party will: (i) comply with all laws relating to anti-bribery, anti-corruption and modern
slavery (including the United Kingdom Bribery Act 2010 and Modern Slavery Act 2015); and (ii)
have and will maintain in place throughout the Relevant Period adequate policies and
procedures to help ensure its, and its associated persons', compliance with such laws and will
enforce them where appropriate.
For the sake of clarity,
“Relevant Period” means the period during which this Agreement and/or any Order(s) are in
force.
