Bribery and Anti-Corruption Policy

This policy sets out what we must all do to help prevent bribery in all its forms, in accordance with our Bribery and Anti-Corruption statement. FBL is committed to erasing corruption wherever it does business as far as we are able to do so, in accordance with local and international legislation, and hand in hand with the Anti-Corruption Commission (ACC). This policy is to be read and issued to all employees.

The FBL Anti-Bribery policy is mandatory for all FBL employees, agents, intermediaries, consultants, distributors, sub-contractors, suppliers and partners working on the Company’s behalf.

It is important that you take the time to read and comply with this Policy. The prevention, detection and reporting of any bribery in any form is the responsibility of all employees across FBL and all individuals and entities over which FBL has control. Appropriate confidential channels for employees and Business Partners are in place to report any suspicion of bribery, these are described later in this Policy. Any failure to comply with this Policy will be treated seriously and may result in disciplinary action.

It is the duty of any employee, staff member, contractor, supplier, or other stakeholder in FBL activities to report corruption where they see it, and speak up under our whistle blowing policy by either speaking to management, or the CEO, or acting in accordance with our whistle blowing policy to have confidentiality boxes in our nursery and office facilities.

You must read and abide by the terms of this Policy.

What is a Bribe?

A bribe may include any payment, benefit or gift offered or given with the purpose of influencing a decision or outcome. The bribe may not always be of a large value.

If you are ever in doubt about a situation with which you are presented, always seek advice.

Any act of bribery, in whatever form is unacceptable. We will consider taking disciplinary action against anyone who fails to comply with the anti-bribery policy up to and including dismissal and criminal charges. Failure to comply with this policy may also leave you open to a criminal prosecution by the Anti-Corruption Commission or the UK Bribery Act. An offence under the Act can result in an unlimited fine and/or up to a maximum of 10 years imprisonment.

Prohibited conduct

The following conduct is absolutely prohibited under this Policy:
• making unofficial payments to officials in order to obtain any permission, permit or stamp
particularly in connection with importing or exporting goods;
• appointing any third party or supplier to act on behalf of FBL who you know or have good
reason to believe to have engaged in any corrupt or unlawful conduct; or
• making any unlawful payment

Facilitation payments

Facilitation payments (‘facilitating’, ‘speed’ ‘back-hander’ or ‘grease’ payments) are any payments, usually small cash payments made to low-level officials, as a bribe to secure or expedite the performance of a routine or necessary action or level of service.

FBL employees or Business Partners must never offer, pay, solicit or accept bribes in any form, including facilitation payments.

Exception:
The only exception to paying a facilitation payment is where your life is in danger. If a facilitation payment is made in such circumstances, it must be reported as soon as practicable or possible to the CEO.

FBL employees and Business Partners should report, via our confidential whistle blowing box in the office, any instances of corruption amongst staff or contractors.

Gifts and Entertainment

All FBL employees are expected to conduct themselves with integrity, impartiality and honesty at all times. Accordingly, all employees are required to follow these rules on Gifts, Hospitality and Entertainment.

You must maintain a high standard of professionalism and not open yourself up to suspicion of dishonesty or put yourself in a position of conflict between your work and your private interests. Gifts and entertainment given and received as a reward, inducement or encouragement for preferential treatment or inappropriate or dishonest conduct are strictly prohibited. In particular, no gifts, hospitality or entertainment may be given or accepted during a tender process or during contractual negotiations if there is any realistic risk that such gifts or entertainment could influence the outcome of such processes or negotiations.

It is important that all FBL employees’ actions are able to withstand scrutiny, and not cause any embarrassment to the Company, yourself or any third party, including contractors or suppliers.

Receiving and giving gifts

You may accept low value token gifts such as branded pens, stationery and mouse mats produced for the purpose of being given away, if given by an existing supplier. Occasional boxes of confectionery, etc may be given to a department as opposed to an individual. Otherwise you must refuse personal gifts such as Christmas, wedding or birthday gifts, including vouchers or cash equivalents, received from franchise partners, suppliers, clients and other third parties.

In some circumstances, a gift can be accepted and a reciprocal gift of a reasonable value may be given, if approved by the CEO. However, the accepted gift should be entered into a raffle with the proceeds donated to charity.

Hospitality/Entertainment

FBL employees may occasionally receive invitations from suppliers or others to corporate hospitality or entertainment events.

Hospitality or entertainment may only be accepted if:-

• employees or personnel from the supplier are in attendance;
• the supplier does not pay any accommodation or (more than trivial) travel expenses for FBL employees;
• the entertainment and/or acceptance of it could not be interpreted as a reward,
inducement or encouragement for a favour or preferential treatment; and
• it is not unduly lavish or extravagant.

Reciprocal hospitality may be offered but needs to be approved by the CEO.

Political Contributions

FBL does not make contributions or donations to political organisations or independent candidates, nor does it incur any political expenditure.

We respect the right of individual employees to make personal contributions, provided they are not made in any way to obtain advantage in a business transaction.

FBL communicates views to government and others, on matters which affect its business interests or those of its shareholders and employees, as a way of assisting in the development of regulation and legislation affecting the business.

Speaking Up – Reporting Bribery

FBL aims to conduct business with the highest standards of ethics, honesty and integrity, and recognises that you have an important role to play in maintaining this aim. Any employee concerned about any form of malpractice, improper action, or wrongdoing by the Company, its employees or other stakeholders are strongly encouraged to report the matter through the dedicated whistle blowing box in the office and in the nursery.

We believe it is essential to create an environment in which you feel able to raise any matters of genuine concern internally without fear of disciplinary action being taken against you, that you will be taken seriously, and that the matters will be investigated appropriately and as far as practicable be kept confidential.

DHL believes that any employee with knowledge of bribery in any form should not remain silent. We take all matters of malpractice, improper action or wrongdoing very seriously and you are strongly encouraged to raise incidents or behaviours that are not in accordance with the policy, by delivering a confidential note into the whistle blowing box.

The Company recognises that there may be some cases where no wrongdoing is found through internal procedures. Protection will be given and no disciplinary action taken if the disclosure is reasonable, made in good faith and the information believed to be true.