ENEPATH ANTI-CORRUPTION AND BRIBERY POLICY

(last updated: January 26, 2016)

I. APPLICATION OF THE POLICY

It is the policy of all members of the enepath group of companies (which currently includes enepath Global Holdings Pte. Ltd. (the “Company”) and all of its subsidiaries, which are collectively referred below to as “enepath”) to maintain the highest level of ethical standards in the conduct of its business affairs. The awareness and proper conduct of enepath directors, employees, contractors and consultants are essential to maintaining these standards. To that end, all enepath personnel (which for purposes of this document includes employees, directors, consultants and contractors) involved in enepath’s business anywhere in the world must read, become familiar and comply with this Anti-Corruption and Bribery Policy. From time to time the management of enepath may seek confirmation from personnel regarding their continuing compliance.

The Policy is to be read in conjunction with other applicable enepath policies, including those relating to: (1) gifts and hospitality given to, and received from, both the public and private sector and (2) the truthful and accurate characterization, recording and reporting of financial transactions by enepath companies.

II. COMPLIANCE WITH ANTI-BRIBERY LAWS

The United Kingdom, the United States and many other countries in which enepath does or intends to do business have adopted and enforce laws prohibiting the payment of bribes (which should be understood to include any “Prohibited Payments, as defined below) for the purpose of obtaining or retaining business opportunities, favourable regulatory treatment or other benefits in both the public and private sector. To ensure that transactions entered into by enepath or other actions taken in furtherance of its business do not violate these anti-bribery laws, all enepath personnel must review and understand this Policy.

1. enepath personnel should constantly strive to be aware of laws and regulations relating to their business and to conduct business in accordance with the highest professional and ethical standards and with the laws of all countries in which enepath does business or conducts operation.
2. The use of enepath funds for any unlawful, improper or unethical purpose is prohibited. enepath personnel may not authorize, promise, give, tolerate, facilitate, encourage or make (directly or indirectly) any Prohibited Payments (defined below), regardless of amount, for the purpose of obtaining business opportunities, affecting regulatory decisions or any other lawful purpose. This prohibition also applies to indirect contributions, payments or gifts made in any manner, such as through consultants, contractors, sub-contractors, agents, sub-agents, sponsors or sub-sponsors, joint venture partners, advisors, customers, suppliers or other third parties.
For purposes of this Policy:
“Prohibited Payments” includes any offer, gift or payment, or authorization of an offer, gift or payment, of any money or thing of value to or for the benefit of any Government/Corporate official/director or employee or any other person.

“Government official or employee” includes any official or employee of any government of any country or subdivision thereof, (including state-owned companies such as telecommunications or any other utility company that is either in whole or in part controlled by a government) or any official or employee of a public international organization (i.e. the UN, European Commission etc), or any person acting in an official capacity on behalf of such government, state owned company or public international organization, or any political party or official thereof, or any candidate for political office.

3. enepath personnel may not, either directly or indirectly, give, or agree to give, offer or receive, any money, gift or thing of value to or from any Government/Corporate official/director or employee or its representative, or to or from any director or manager of any body corporate or any other person or party as an inducement or reward for favourable action or forbearance from action or the exercise of influence. For the purposes of this Policy, a “representative” includes any person employed by or acting for another, and “party” includes an employer.
4. Under no circumstances can a payment be made by or on behalf of enepath to any party or its representative be made in cash or wire transfer or check to a bank account in such party’s or representative’s name in the country, unless in the ordinary course of business (e.g. payment of enepath employee salaries) or approved by enepath management.
5. All enepath personnel should consult with their manager or the Chief Legal Officer in the first instance, or any Director of the Company if they have any questions or concerns about the appropriateness of any transaction or proposed business arrangement, including those made or proposed by other enepath personnel.

6. enepath personnel must be aware of and employ special scrutiny in “red flag” situations that create greater risk of non-compliance with this policy. These situations may depend upon the country or nature of transactions and include, but are not limited to:

• Close family, personal or business ties that a prospective agent, representative or joint venture partner may have with government/corporate officials/directors or employees.
• A history of corruption in the applicable jurisdiction.
• Requests for cash payments.
• Requests for payment to be made in a third country or to a third party, or other unusual payment arrangements.
• Requests for reimbursements of extraordinary or vague expenses.
• Over-invoicing or lack of standard invoices; and
• A refusal by an agent, representative or joint venture partner to certify that it will not take any action in furtherance of a corrupt payment.
  If any of these situations are applicable, guidance must be sought from the Chief Legal Officer or the directors of the Company.

7. All enepath personnel must report any suspected or actual (whether or not based on personal knowledge) instances of non-compliance with this Policy to the Chief Legal Officer or a member of the Board of Directors of the Company, and must provide all pertinent information to assist in any internal investigation of the relevant circumstances.

8. Under no circumstances will the reporting of a possible impropriety serve as a basis for retaliatory actions against any employee, contractor or consultant.