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 (“You”). 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 (“ABC”) 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 You as well with its reputation 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.
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:
(a) 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;
(b) The solicitation or acceptance by a public official, directly or indirectly, of an overdue 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:
(a) 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;
(b) 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.
1 Article 15 of the UN Convention against Corruption
2Article 21 of the UN Convention against Corruption
“Anything of value”
Furthermore, a bribe may take many forms:
● 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.
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. You are also prohibited 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. You 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.
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, you 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 Kpler 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 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. You 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
You 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 Policy. Kpler shall ensure that You receive periodic training and communications on this 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, Kpler 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 You 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.
You 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.
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.1.1
Approval Date: February 2025 Date for Next Review: February 2026 Risk category: High Risk
Accountable Policy Owner: Legal, Risk and Compliance (LRC) Team
