Integrity & Anti-Corruption

1. Policy Statement

It is the policy of Montreal Associates (Systems) Limited and its subsidiaries (‘Montreal Associates’, ‘MA Group ‘, ’we’, ‘us’, and ‘our’) to conduct our business in an honest and ethical manner.

We take a zero-tolerance approach to illegal or unethical business conducts, whether public or private, active or passive, such as corruption under the form of bribery or influence peddling, and we are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate.

In line with the guidelines issued by competent authorities, our Compliance Programme is based on the following 6 principles:

I. Proportionality – the measures implemented are adapted to the risks, nature, scale, and complexity of our activities,

II. Top – Level Commitment – the board of directors is ultimately in charge of supervising compliance with ethics & anti-corruption laws,

III. Risk Assessment – the exposure to potential risks is assessed periodically, with due oversight by relevant management,

IV. Due Diligence – due diligence and screening procedures are applied using a risk-based approach,

V. Awareness – anti-corruption policies are embedded within the company’s core values, and communicated to relevant stakeholders on a regular basis, including via trainings and awareness campaigns,

VI. Monitoring & Review – compliance with anti-corruption policies is reviewed and improvements are made when necessary.

2. The Policy

Montreal Associates prohibits the offering, the giving, the solicitation, or the acceptance of any unethical or corruption act, such as bribe, whether in cash or other form of inducement:

(a) to or from any person or company, wherever they are located and whether they are a public official or body or private person or company.

(b) by any individual employee, agent or other person or body acting on the MA Group’s behalf or working with the MA Group.

(c) to gain any commercial, contractual, or regulatory advantage in a way which is unethical or to gain any personal advantage, pecuniary or otherwise, for the individual or anyone connected with the individual.

3. Scope of the Policy

This Policy applies to all persons working for Montreal Associates or on our behalf in any capacity, including employees at all levels, directors, officers, agency workers, seconded workers, volunteers, interns, agents, contractors, external consultants, third- party representatives and business partners, sponsors, or any other person associated with us, wherever located, (“Stakeholders”).

We expect our business partners to share our commitment to ethical and responsible business practices. We never authorise a business partner to engage in unethical or illegal conduct on our behalf.

4. Corruption and Bribery

Corruption is the abuse of entrusted power or position for private gain, often involving bribery or other practices such as extortion.

In most countries both public and private sector corruption is prohibited, and the MA Group firmly rejects in its business practices both types of corruption.

Bribery is offering, promising, giving, or accepting any financial or other “improper/undue advantage”, to induce the recipient or any other person to act improperly in the performance of their functions, or to reward them for acting improperly, or where the recipient would act improperly by accepting the advantage.

An “improper/undue advantage” includes money, gifts, loans, fees, hospitality, services, discounts, preferential treatment, or the award of a contract, license, or anything else of value.

A person acts improperly where they act illegally, unethically, or contrary to an expectation of good faith or impartiality, or where they abuse a position of trust. The improper acts may be in relation to any business or professional activities, public functions, acts in the course of employment, or other activities by or on behalf of any organisation of any kind.

5. Influence Pedding

Influence peddling, known as “trading” or “trafficking in influence”, is also a form of corruption, and jurisdictions, such as France and Spain, legally distinguish the offence of corruption from that of influence peddling.

It entails the improper use of influence, authority, personal or political relationships to gain unfair or illegal advantages or benefits.

The term is used both when the person in the position of power seeks to obtain payment in exchange of undue use of his/her influence, but also when the payer solicits an official to use their influence in return for payment.

We have no tolerance for such a practice, whichever the country or activity concerned.

6. Facilitation Payments and Kickbacks

We do not make, and will not accept, facilitation payments or "kickbacks" of any kind.

Facilitation payments, also known as "back-handers" or "grease payments", are typically small, unofficial payments made to secure or expedite a routine or necessary action (for example by a government official).

A kickback is a form of bribe paid to a person of influence within an organisation, in return for them securing some kind of benefit from their organisation for the person paying the bribe.

Sponsorships, marketing, and sales events are appropriate and legitimate business practices as long as they are not excessive or improper in the given circumstances.

We never make a sponsorship, marketing, or sales event to disguise a bribe, or to gain an improper business advantage.

Our policies allow reasonable and appropriate hospitality or entertainment given to or received from third parties, for the purpose of:

(a) establishing or maintaining good business relationships; or

(b) improving or maintaining our image or reputation; or

The giving and accepting of gifts are allowed by this Policy if the following requirements are met:

(a) it has a legitimate business purpose, and it is not made with the intention of influencing 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, or in explicit or implicit exchange for favours or benefits;

(b) it is given in our name, not in your name;

(d) it is appropriate in the circumstances, taking account of the reason for the gift, its timing and value, not creating a sense of impropriety;

(e) it is given openly, not secretly;

(f) it complies with any applicable local law.

Promotional gifts of low value such as branded stationery to or from existing customers, suppliers and business partners will usually be acceptable.

We appreciate that practice varies between countries and regions and what may be normal and acceptable in one region may not be in another.

The test to be applied is whether in all the circumstances the gift, hospitality or payment is reasonable and justifiable. The intention behind it should always be considered.

7. Donations

We do not make contributions to political parties, nor to any independent candidates. We only make charitable donations that are legal and ethical under local laws and practices, and which are in line with our CSR principles. No donation must be offered or made without the prior approval of the company’s directors and Legal & Compliance Department.

8. Conflict of Interest

A conflict of interest occurs when the personal interests (or those of persons close to us) influence or are likely to influence the objectivity and professionalism in which the professional duties or responsibilities are exercised.

All MA Group employees are requested to disclose promptly to their direct manager or to one of MA’s directors any actual, potential, or perceived conflict of interest.

All business decisions must be made in the interest of the MA Group, and employees are advised to refrain from letting personal and/or financial interests and external activities come into opposition with the MA Group’s fundamental interests.

MA Group’s procedure for conflict of interest is outlined in the Conflict-of-Interest Policy.

9. Fraud & Fraudulent Book and Record Keeping

Fraud is typically a deliberate action or inaction meant to deceive other for obtaining a gain dishonestly though the falsification of records or information.

We ensure all transactions are accurately recorded in MA Group’s books and records in accordance with our procedures and reflect the nature and substance of the transaction.

No manipulation or falsification of accounting entries concealing any form of corruption or influence peddling will be tolerated, whatever the country and activity concerned.

10. MA´s Compliance Programme

We are implementing at a group level an effective Compliance Programme to mitigate risks related to bribery, corruption, and any other dishonest practices.

The 3 pillars of our Compliance Programme are based on:

Prevention
Detection and
Remediation.

10.1 Prevention

a. Policies & Procedures

Aside from this Policy, we have adopted other policies and procedures meant to address key compliance issues in this area. These include among others:

The Business Ethics Code
The Company’s Handbook
The Whistleblowing Policy
The Anti-Money Laundering Policy
The Anti-Fraud Policy
The MA Suppliers’ Code of Conduct
The Ethical and Sustainable Procurement Policy
The Corporate Travel Policy
The Conflict-of-Interest Policy

b. Continuous Training & Awareness Campaigns

All MA employees are required to attend a compliance training as part of the induction process, and afterwards regular training is provided to all staff members to refresh information or raise awareness on specific risks. Attendance to such trainings and awareness campaigns is mandatory.

c. Third Party Due Diligence

Depending on the risk profile and the type of services and interactions, MA may conduct a due diligence check on third parties before engaging with them.

As part of such process, MA requests vendors or suppliers to answer an ethics & integrity due diligence questionnaire (DDQ), and it may also verify the provided data, as well as requisite qualifications, solid reputation and financial status based on independent sources.

All evaluation procedures are designed to be proportionate and adequate to the potential risks raise by any relevant third party.

10.2 Detection

a. Reporting Procedure

Montreal Associates fosters a collaborative approach, and it promotes an open dialogue with its employees.

Based on MA’s Whistleblowing Policy, all employees and any other person acting on its behalf are required to report any concern, allegation or suspicion of corruption or malpractice immediately to the company’s directors who will record details of the allegation and conduct a full investigation.

Any disclosure made will be kept confidential during the investigation to the extent that it is practicable and appropriate.

Montreal Associates is committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in bribery or corruption, or because of reporting in good faith their suspicion that an actual or potential bribery or other corruption offence has taken place, or that it may take place in the future.

b. Monitoring & Investigations

MA takes seriously its responsibility to detect and properly investigate any allegation concerning potential unethical practices.

If any misconduct is detected, MA is committed to take the appropriate disciplinary measures with respect to the employees or representatives involved.

10.3 Remediation

Aside from taking appropriate measure on a case-by-case basis, MA is committed to perform a root cause analysis of any misconduct to propose timely and appropriate remediation plan.

In case any gap is identified in relevant policies or procedures, MA undertakes the required actions to address the issue including, if needed, by making regular revisions of its policies and procedures.

11. Acknowledgment

Each employee is required to sign a statement (essentially in the form enclosed under Schedule 1 herein) which confirms that such person:

Has received a copy of this Policy,
Has read and understands the Policy, and
Has agreed to comply with the Policy.

12. Responsibilities

The board of directors has overall responsibility for ensuring this Policy complies with our legal and ethical obligations, and that all those under our control comply with it.

MA’s COO shall have the authority to approve any revisions.

The Legal & Compliance Department has primary and day-to-day responsibility for implementing this Policy, monitoring its use and effectiveness, dealing with any queries about it, and auditing internal control systems and procedures to ensure they are effective in countering bribery and corruption.

Management at all levels are responsible for ensuring those reporting to them understand and comply with this Policy and are given adequate and regular training on it.

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