This Anti-Bribery, Anti-Corruption and Anti-Money Laundering Policy was updated and adopted on 24th March 2024 by the Board of Directors of Ura Central Corp.
Table of Contents
MESSAGE FROM THE CHIEF EXECUTIVE OFFICER……………………………………………………….. 2
- INTRODUCTION & PURPOSE………………………………………………………………………………… 3
- THE COMPANY’S APPROACH TO ANTI-BRIBERY, ANTI-CORRUPTION AND ANTI-MONEY LAUNDERING 3
- GIFTS, ENTERTAINMENT & HOSPITALITY………………………………………………………………. 5
- FACILITATION PAYMENTS…………………………………………………………………………………….. 6
- POLITICAL & OTHER DONATIONS………………………………………………………………………….. 7
- USE OF THIRD PARTY REPRESENTATIVES……………………………………………………………… 8
- MONEY LAUNDERING & FALSE ACCOUNTING………………………………………………………… 8
- ACCOUNTABILITY……………………………………………………………………………………………….. 9
- IMPLEMENTATION & MONITORING……………………………………………………………………… 10
- REPORTING CONCERNS……………………………………………………………………………………. 11
- BREACH OF THIS POLICY………………………………………………………………………………….. 12
Message from the Chief Executive Officer
Ura Central Corp (“Ura Central Corp” “Company” “We” or “Our”) operates globally, and our actions hold a significant impact. We are committed to upholding ethical standards and complying with all local laws. This Anti-Bribery, Anti-Corruption and Anti-Money Laundering Policy (“Policy”) reflects our core values of integrity and fairness.
Ura Central Corp, its Board of Directors, and the Executive Management Team are dedicated to conducting business ethically. I expect all officers, employees, contractors, agents, consultants, contractors, representatives, partners, and Board Directors of Ura Central Corp (collectively “Personnel”) to strictly comply with this Policy, which outlines how to behave ethically and navigate complex situations. Consider this Policy your guide to making the right choices.
Following this Policy not only protects Ura Central Corp’s reputation but also safeguards you. If you are unsure about anything in this Policy or have concerns, reach out to your leader, Human Resources, or the Compliance Officer. They are there to help.
Thank you for your commitment to acting with integrity and ethical behaviour in all your dealings.
Chief Executive Officer
Ura Central Corp.
1. INTRODUCTION & PURPOSE
Ura Central Corp is committed, as part of its Core Values, to conducting business with integrity, adhering to high standards of ethical business conduct, and ensuring a sense of appropriate transparency in everything it does. To that end, the Company has developed this Policy to aid its Personnel in complying with applicable anti-bribery, anti-corruption and anti-money laundering requirements by setting a standard that is anticipated to meet or exceed the anti-bribery, anti-corruption and anti-money laundering requirements in each of the countries in which the Company does business. This Policy sets forth the basic requirements regarding anti-bribery, anti-corruption and anti-money laundering that all Personnel must follow in their dealings on behalf of the Company.
2. THE COMPANY’S APPROACH TO ANTI-BRIBERY & ANTI-CORRUPTION
What is bribery and corruption?
“Bribery” is offering, promising, giving, requesting, or accepting any financial (i.e. money) or another advantage(i.e. a favour), to induce or reward improper conduct or to influence any decision by a government official or a person in the private sector to gain an advantage. Bribery is a form of corruption.
“Corruption” is the abuse of entrusted power or position for private gain. For example, a bribe can take the form of an offer or promise of payment or other advantages (regardless of whether the intended recipient accepts the offer) with the expectation or hope that a business advantage will be received, or to reward a business advantage already given.
“Improper conduct” includes performing an act in breach of (or refraining from performing an act in line with) expected business or public duties, i.e., not performed in good faith.
A “Government Official” in this Policy means any officer or employee of, or any person acting in an official capacity for, or on behalf of, any national, regional, or local government of any country, or any department, agency, or institution thereof. An “institution of a government” includes any entity owned in whole or, in part, by a governmental entity (e.g. a State-Owned Enterprise). Each jurisdiction may have its legal definitions of bribery, corruption, improper conduct, and government officials, whose definitions may differ from those above and evolve.
Prohibition on Bribery
This Policy prohibits any bribes or offers of bribes to or from anyone, whether the person is in the public or private sector or else, and whether made directly or indirectly (e.g. from, to or through family, friends, or agents).
Examples of Bribery
The following examples would constitute a breach of this Policy and, in many instances, a violation of law:
- Offering a potential client tickets to a major sporting event, but only if the client agrees to give his/her business to us.
- Accepting that a supplier gives your relative a job with the expectation that you will, in return, use your influence to ensure the Company continues to do business with them.
- Donating to a government official or that official’s special charity in exchange for the award of a government contract or the enactment of Company-favorable legislation.
- A scale operator receiving a “kickback” from a supplier for deliberate overpayment to that supplier at the scale.
There are laws in many countries and localities, for example, the Australian “Criminal Code Act”, the United States “Foreign Corrupt Practices Act” (“FCPA”) and the United Kingdom “Bribery Act”, which prohibit bribery and corruption, and are enforced with vigour by their respective enforcement authorities. Acts of bribery and corruption committed overseas may well result in prosecution at home and other jurisdictions.
Impact of Breaches
Breaches of this Policy and /or laws may result in:
- significant damage to the reputation of the Company, its investors, customers, suppliers, employees, governments, the public and other stakeholders;
- significant consequences for the individual, including termination of employment; and
- civil lawsuits and even criminal charges and convictions, for both the Company and the Individual and, for the individual, possible imprisonment.
- even just allegations of violations of these laws may result in significant legal fees to investigate and defend against those allegations.
Personnel should keep in mind that the requirements in this Policy are not exhaustive. The Company’s activities are subject to detailed and wide-ranging anti-bribery, anti-corruption and anti-money laundering requirements in many countries. This Policy cannot possibly summarize all those specific requirements. Furthermore, compliance issues relevant to the Company may change as the Company’s activities and/or the applicable regulatory environments evolve. Accordingly, Personnel are expected to be proactive in upholding not just the letter of this Policy, but also the spirit of honesty and integrity underpinning it.
If any Personnel are unclear about any aspect of this Policy, or encounter any situation or practice which appears inconsistent with, or questionable in light of, this Policy, those Personnel should raise the issue promptly with Personnel’s Leader, Human Resources, or the Compliance Officer.
3. GIFTS, ENTERTAINMENT & HOSPITALITY
Company’s position on gifts, entertainment & hospitality
Personnel must exercise caution regarding the giving or receiving of business-related gifts, entertainment, and hospitality. These can include the receipt or offer of gifts, meals or tokens of appreciation and gratitude, travel benefits, or invitations to sporting, entertainment and cultural events, functions, or other social gatherings, in connection with matters related to the Company’s business.
The giving and accepting of gifts, entertainment and hospitality is generally acceptable provided the following requirements are met:
- they are consistent with reasonable business practices;
- they are modest and appropriate;
- they are made in good faith;
- they do not influence, or are not perceived to influence, objective business judgement; and
- they are lawful.
Occasional drinks and meals, attendance at sporting, entertainment or cultural events, and modest gifts are usually acceptable. Personnel should refer to their local Travel & Expenses Policy for guidance on what is considered reasonable and modest in their market, taking into consideration local purchasing power. Copies of these policies are available from the local Finance and/or Human Resources Department and should be read in conjunction with this Policy.
Prohibition on certain gifts, entertainment & hospitality
Personnel should not offer, give, request, or accept gifts, entertainment and hospitality in circumstances that could be considered as creating a business obligation construed to unduly influence the party involved or violate the law.
Examples when Gifts, Entertainment and Hospitality are never acceptable.
- Gift, entertainment, or hospitality which creates a “quid pro quo” situation (a benefit or advantage offered for something in return).
- Gifts to, or from, third parties in the form of cash, loans, or cash equivalents, such as gift certificates or vouchers.
- Gifts, entertainment, or hospitality that could influence the outcome of negotiations with a supplier, customer, or other party with which the Company conducts business.
- Gifts, entertainment, or hospitality in exchange for making incomplete, false or inaccurate entries in the Company’s books and records.
- Sponsorship of a Personnel’s event by an Ura Central Corp supplier, customer or other party doing or pursuing business with the Company.
Personnel should take extra care when dealing with government officials and should generally avoid providing any entertainment and gifts. Many countries do not allow their government officials to accept gifts, entertainment, or hospitality. Anti-bribery laws are often stricter when dealing with government officials. When unsure, Personnel should reach out to the in-house Legal Counsel or Corporate Secretary for guidance.
4. FACILITATION PAYMENTS
The Company prohibits the making of any facilitation payments by any Personnel for any reason, regardless of whether they are allowed under any law.
“Facilitation” or “expediting” payments are those made to a low-level Government official who may expect them to expedite or secure the performance of “routine governmental action.”
“Routine governmental action” generally includes an action ordinarily and commonly performed by a government official: for example issuing permits, licenses or other official documents to qualify a person to do business in a foreign country (when the document has already been approved and all that is left is the act of giving the document to the recipient – a “ministerial” act); scheduling inspections relating to contract performance or the transit of goods; processing papers, such as visas and work orders; providing police protection, mail pick-up and delivery; loading or unloading of cargo, providing phone service, power and water supply, or protecting perishable products or commodities from deterioration; or actions of a “similar nature.”
Examples of a Facilitation Payment
An American exporter arrives in a new country, samples in hand, ready to meet prospective clients, open a new market and launch a successful business. At the customs booth, an official asks the exporter to pay $200 for these samples to be allowed into the country and is not willing to provide a receipt for the payment made. Such a payment by the exporter would amount to a facilitation payment and would be a breach of the law and this Policy.
5. POLITICAL & OTHER DONATIONS
The Company may in some limited circumstances make contributions to political parties when acceptable under applicable law. Similarly, charitable donations may only be made if they are legal and ethical under local laws and are intended to help the communities in which Personnel live and work. In no circumstances are political contributions and charitable or other donations to be made to achieve any improper business or other advantage.
No contributions or donations must be offered or made without the prior approval of an Executive Leadership Team member. All approved contributions or donations will be provided to the Corporate Secretary located in Ohio, USA, who will record and maintain a Political and Charitable Contribution Register.
Examples of an Acceptable Donation
A cancer charity is hosting a dinner to raise money for research and development of new drugs and therapies. Purchasing a table at such an event would be a legitimate charitable donation.
Examples of an Unacceptable Donation
- A political contribution is made to influence a politician to act or vote in a particular way to secure a decision that would favour the Company. The donation would violate this Policy.
- A charitable donation is made to an organization without the proper registration status when the country in which the charity is located requires registration.
6. USE OF THIRD PARTY REPRESENTATIVES
Risk of bribery and corruption through third parties
Bribery and corruption can occur indirectly through an agent of some kind. Generally, the law prohibits someone from doing indirectly what he or she is prohibited from doing directly. Personnel may not hire an agent to engage in bribery on his or her behalf.
The law defines an “Agent” broadly in the bribery context, and may include a broker, freight forwarder, contractor, consultant, lawyer lobbyist, or anyone else working on the Company’s behalf. These may even include joint venture partners. Third parties who act on the Company’s behalf or broker the Company’s products or services must operate at all times per this Policy.
Reviews and record-keeping
Depending on their role, various precautions are to be taken before the hiring of an Agent and throughout their tenure. Contractual anti-corruption provisions should be appropriate for the services provided by the Agent and the risks involved and should include termination rights for breach. If in doubt, Personnel should seek legal input to ensure Agents are retained and contracted in line with legal requirements.
In the case of purchase/sales agents (companies or individuals who are acting on behalf of the Company in buying and/or selling products or services), a third-party due diligence questionnaire must be completed and approved by the Legal Department before being retained or engaged in acting on behalf of the Company and on-going updates and certifications thereafter. The Legal Department will retain a copy of the completed third-party due-diligence questionnaire along with a copy of the Agent’s contract.
7. MONEY LAUNDERING & FALSE ACCOUNTING
Many countries have laws designed to prevent money laundering, false accounting and/or the financing of criminal activities.
“Money laundering” involves possessing, or dealing with, the proceeds of criminal activities. It includes concealing the origin of illegally obtained money so it appears to have come from a lawful source. In most jurisdictions, it is a crime for individuals and companies to engage in transactions involving assets which they know or should have known were derived from criminal activities. Possession of money that is a bribe, or that will be used to fund a bribe, may be a breach of the money laundering prohibitions.
Prohibition on Money Laundering
Money laundering, and any form of accounting or record-keeping which is intended or likely to conceal or disguise the true nature of an improper, suspicious, or unauthorized transaction, is prohibited under this Policy.
8. ACCOUNTABILITY
Responsibilities of the Board
The Board is responsible for monitoring and reviewing the management of the Company to ensure that its operations are conducted per this Policy.
Responsibilities of Executives
Management is responsible to the Board, through the Chief Executive Officer, for the Company’s performance under this Policy.
Under the Chief Executive Officer, the heads of each business and the senior managers who report directly to them have operational responsibility for ensuring compliance with this Policy. In meeting this responsibility, they must ensure that each business:
- promotes a workplace environment that encourages honest and open communication about business conduct issues, emphasizes the importance of operating per this Policy, and avoids placing pressure on employees to deviate from these standards;
- establishes internal reporting and approval processes that address high-risk areas concerning business conduct and ensure that breaches are appropriately investigated and handled;
- on a needed basis, prepare supplementary policies and guidance for Personnel about how to conduct business in particular markets or countries consistent with this Policy;
- undertakes business conduct awareness training consistent with this Policy and tailored to the operational needs of the business;
- establishes procedures for engaging in compliance due diligence on and obtaining written agreements with its consultants, contractors, representatives, partners, etc. before entering agreements with them; and
- incorporates the values and requirements outlined in this Policy, and set out in the Company’s Core Values, in its performance management processes, employment and contractor agreements, induction procedures, commercial agreements, and similar systems.
Responsibilities of Managers & Supervisors
Managers and supervisors must take reasonable steps to ensure that Company Personnel and, where appropriate, third-party Personnel (e.g. agents, consultants, contractors, and partners), are aware of, and comply with, this Policy. They must consult their Function Business Head if problems occur. Managers and supervisors must also:
- respond promptly and seriously to Personnel’s concerns and questions about business conduct issues and seek further assistance if required; and
- demonstrate exemplary behaviour that other employees can follow.
Responsibilities of all Personnel
All Personnel are expected to be familiar with the contents of, and comply with, this Policy. Personnel must also have a detailed understanding of Company business practices and policies that directly relate to their job or function. Personnel should seek assistance per the reporting tree including asking questions regarding how any part of this Policy should be applied.
9. IMPLEMENTATION & MONITORING
The following outlines the framework Ura Central Corp has in place to implement anti-bribery, anti-corruption and anti-money laundering measures and monitor compliance.
Policies & Procedures
While the tone is set from the top (as codified in the Company’s Core Values) responses to bribery, corruption and money laundering risks are addressed through this Policy as well as through various policies and procedures aimed at reducing the risk of acts of bribery, corruption, and money laundering, including the Company’s Code of Conduct and Whistleblower Policy.
Risk Assessments & Reviews
As part of the control element of the Company’s anti-bribery, anti-corruption & anti-money laundering approach, periodic risk assessments and reviews are implemented by Internal Audit to identify bribery, corruption and money laundering risks.
Monitoring & Certifications
Another element of the Company’s anti-bribery, anti-corruption and anti-money laundering control approach includes the requirement for Business Heads to monitor for fraud risks and provide annual certifications to that effect. The certification includes confirmation that business transactions have been properly recorded in the accounting records in line with the Group’s accounting policies and procedures, and any fraud or suspected fraud and known acts of unethical behaviour have been reported to the Head of Internal Audit.
Awareness & Training
The Company promotes awareness of, and compliance with, its anti-bribery, anti-corruption and anti-money laundering rules through:
- appropriate dissemination of this Policy and the Code of Conduct;
- publishing this Policy and the Code of Conduct on the Company’s website; and
- requiring Personnel, where appropriate, to complete training on anti-bribery, anti-corruption and anti-money laundering risks.
10. REPORTING CONCERNS
High standards of conduct are critical to Ura Central Corp’s reputation and success and, therefore, Personnel are encouraged to report any actual or suspected breach of this Policy.
If Personnel become aware of conduct which causes them concern, they should immediately report it. Whenever possible, Personnel should first discuss issues with their immediate supervisor or manager (or in the case of external agents, consultants, contractors and partners, their nominated point of contact within the Company). If Personnel feel unable to do this, there are other avenues for raising a question or concern. Personnel can contact the following:
- the next level of management; or
- the HR Department; or
- the senior manager or executive responsible for the department in which the issue arose (e.g. export trading; commercial); or
- the Compliance Officer; or
- The in-house Legal Counsel or Corporate Secretary,
- Alternatively, Personnel can report their concerns to the Ura Central Corp Ethics, Safety & Compliance Hotline (“Hotline”). The Hotline is operated by an independent third party and is available 24 hours a day, 7 days a week, 365 days a year. Full details of the Hotline are available from the Personnel’s manager or local Human Resources Department.
People who have been identified as sources of guidance are responsible for promptly responding to Personnel’s questions and concerns regarding business conduct. They should provide accurate information consistent with this Policy. All concerns and questions will be treated seriously.
Any individual who reports in good faith a breach or suspected breach of this Policy will not be subject to retaliation, retribution, or other recriminations for making that report. If Personnel believe that they will be punished or have been punished for reporting or supplying information about a genuine concern, they should advise management or follow the above reporting list.
11. BREACH OF THIS POLICY
As part of the consequences element of the Company’s approach to anti-bribery, anti-corruption & anti-money laundering, any Personnel who breaches this Policy, or any guidelines or policies made under it, or who authorizes or permits any breaches by a subordinate may, in sufficiently serious circumstances, be subject to disciplinary action including possible dismissal (or in the case of agents, i.e., consultants, contractors, and partners, termination of their relationship with the Company).