Anti-Corruption Policy (ACL)

Applicable to all subsidiaries within the Solarise Africa Group

February 2020

Doc Ref:	Solarise Africa ACL
Title:	Anti-Corruption Policy
Version:	ACL 1.1
Author:	ESMS Coordinator
Version Date:	February 28, 2020

sign off: Jan Albert Valk
Chief Executive Officer
Dated: April 1, 2020

AMENDMENT HISTORY

Issue No.	Date	Author	Reason for Amendment	Summary of Key Changes

Contents

1-Policy statement

Solarise Africa (including its companies globally, together “The Group”) having been established and operating in many countries in Africa, is committed to complying with all laws and regulations which govern our operations in every country in which we operate. This Anti-Corruption Policy (the “Policy”) explains our individual responsibility to comply with anti-bribery and anti-corruption laws around the world and to ensure that any third parties that we engage with, either as clients, or as advisors, agents, external consultants and business partners acting for or on behalf of the Group, do the same.

The Group strictly prohibits any form of bribery or corruption. Corruption includes, but is not limited to: bribery; and giving or receiving any improper incentives for personal or commercial gain.

The Group upholds high standards of business integrity, honesty and transparency in all its business operations. We adopt a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our activities and relationships.

The Group is therefore committed to doing business ethically, even if this means not gaining new business, not using the services of agents or business partners or incurring delays in carrying on our existing business

2 – Scope

This Policy applies to all directors, officers, employees, interns, seconded workers and contractors at Solarise Africa (including temporary or contract staff), referred to as “Solarise Africa Personnel” in this Policy.
This Policy further applies to any Third-Party Representative engaged by the Group, referred to as “Third Party” in this Policy. “Third Party” includes all advisors, agents, external consultants and business partners acting for or on behalf of the Group.
Failure for any Solarise Africa Personnel to adhere to this Policy may lead to disciplinary action that could ultimately result in termination of employment.
We expect our Third Parties to be aware and comply with this Policy and any other obligations under the OECD Anti-Bribery Convention and local applicable anti-corruption legislation, which is applicable to all entities of the Group.

3 – Objectives

This Policy sets out the minimum standards of conduct required for Solarise Africa Personnel and Third Parties to adhere to. It is also compliant with the OECD Anti-Bribery Convention which applies to the Group’s operations globally as well as local applicable anti-corruption legislation. Due to the periodic evolution of anti-corruption legislation around the world, this Policy may be updated from time to time.
As well as strictly complying with the provisions in this Policy, Solarise Africa Personnel and Third Parties should exercise wise and objective judgment in assessing whether an arrangement could be perceived as corrupt or inappropriate.

4 – What is bribery?

A bribe is a financial or other inducement or reward for action which is illegal, unethical, a breach of trust or improper in any way.
Bribes can take various forms: money or cash equivalent (such as vouchers), gifts, loans, hospitality, services, discounts, the award of a contractor or any other advantage or benefit.
Bribery includes offering, promising, giving, accepting or seeking a bribe. All forms of bribery are strictly prohibited.

5 – Responsibilities

No	Action	Responsibility
5.1	To oversee the implementation of this Policy within the Group	The Group Board of Directors
5.2	To review this Policy periodically	Credit Department, through the Head of Credit, together with the Group Board of Directors
5.3	To comply with this Policy	See 2.0 Scope

6 – Procedural Detail

1. Bribes, Improper Payments, and Other Forms of Bribery
  - The Group strictly prohibits any form of corruption or bribery. This includes indirectly via a Third party.
    - Offering a Bribe
      Offering, promising, giving or authorizing (directly or indirectly) any bribe, improper payment or advantage (monetary or not) to or for the benefit of any person or entity (in private or public office) to obtain any improper business or advantage for the Group is prohibited.
    - Receiving a Bribe
      Soliciting, requesting, accepting or receiving (for the Group’s benefit, their own benefit or any another person’s benefit) any bribe, improper payment or advantage from any person (in private or public office) in return for providing any improper business or advantage in relation to the Group’s business is prohibited.
    - Improper payments
      Using illegal or improper means (bribes, favours, blackmail, financial payments, inducements, secret commissions or other rewards) to influence the actions of others is prohibited.
    - Intermediary for Bribery
      Acting as an intermediary for a Third Party in the solicitation, acceptance, payment or offer of a bribe, improper payment or advantage is prohibited.
2. Procurement of Goods and Services
  - The Group is committed to dealing with its customers and vendors in a fair, transparent, honest and professional manner, while seeking best value for the business. Potential vendors are treated on an equal business basis and no inappropriate favouritism is to be shown in the procurement of goods and services.
  - The Group will not deal with contractors and vendors and other potential business partners known to be paying bribes and/or engaging in corrupt activity.
  - Appropriate levels of diligence will be conducted when we are looking to select or renew new and/or existing contractors and vendors and other business partners (such as a joint venture partner). No Third Party should be appointed, or commence work, unless this due diligence has been complied with.
3. Services performed for or on behalf of the Group including by Third Party
  - The Group is committed to promoting anti-corruption practices amongst any Third Party and persons/entities that perform services for or on behalf of the Group.
  - We expect any individual or company which performs a service for or on behalf of The Group to be aware of and respect this Policy, in addition to their compliance with their obligations under applicable local anti-corruption legislation and the OECD Anti-Bribery Convention. Breach of this Policy could result in termination of their engagement.
  - Any Third-Party agreement entered into by the Group should contain appropriate provisions against corruption and provide the Group with appropriate remedies in case of breach.
4. Facilitation payments
  1. 1. Facilitation payments are prohibited. Examples include payment demanded in return for accelerating or securing the performance of routine government actions such as visas, permits or licences for which there are no published prices and a receipt is not issued.
5. Marketing and Sponsorship Agreements
  - The Group will only enter into a marketing or sponsorship agreement upon sufficient due diligence to ensure that the counterparty is a valid body, has determined whether there is any associated public official, and that the sponsorship is being made for acceptable reasons in line with this Policy.
  - The Group will not enter into marketing or sponsorship agreements where there is a potential conflict of interest, where this could influence a current bidding situation or where it may be seen to be a “reward” for the awarding of a contract, or in return for or in anticipation of any inappropriate gain.
  - Any sponsorship should be documented.
6. Charitable and political contributions
  - Charitable donations include cash donations and donations in kind, sponsorship provided in relation to a charity, donations given or transferred to any officer, member, trustee or agent of a charity in their capacity as such and the purchase of tickets for fundraising dinners and events for a charity.
  - Charitable donations may only be made to registered charitable organisations entitled to receive them under applicable national or local laws and regulations.
  - The Group should give careful consideration to the appropriateness of making a particular charitable donation including whether or not the charity is associated with any public officials or other individuals or entities with which the Group has any business relationship or interest.
  - Any Solarise Africa Personnel involved in making a charitable donation, should disclose to a member of the Board of the entity, any interest or personal association with that charity. Donations must not be made where there is a potential conflict of interest and should always be made transparently.
7. Gifts and Hospitality
  - The act of exchanging business gifts and receiving corporate hospitality can play an appropriate role in building or maintaining business relationships. However, gifts and hospitality are problematic if they create actual or perceived conflicts of interest, or otherwise appear to influence a business decision.
  - Accepting gifts, discounts, favours, or services from a current or potential customer, competitor, supplier, or service provider is prohibited if that benefit is a type or amount which has the potential to influence a person’s business decision.
  - Gifts are only permitted if they are:
    1. reasonable;
    2. infrequent;
    3. in good taste;
    4. unsolicited;
    5. not cash or a cash equivalent except where the value does not exceed USD 25 or local currency equivalent; and
    6. not given with an intent to influence a business decision.
  - Occasionally, for the purpose of building relationships, Solarise Africa Personnel may accept or offer social entertainment or hospitality, such as modest meals or event tickets. However, you must not accept or offer entertainment or hospitality unless the activity:
    1. permits business or educational discussions at the meal or event (a company representative must be in attendance at the meal or event);
    2. is part of a genuine business relationship;
    3. is not intended, and could not be perceived by others, to improperly influence business decisions;
    4. is consistent with industry practices, all applicable laws and Group policies and procedures;
    5. is not excessive in value or quantity, as defined by local procedural documents; and
    6. would not embarrass our Group if it was brought to public attention.

7 – Record Keeping

Solarise Africa Personnel are required to declare any hospitality or gifts given or received and the Group’s entity must keep a written record of all hospitality or gifts given or received.
Solarise Africa Personnel must submit all expenses claims relating to hospitality, gifts or payments to Third Parties and record the reason for expenditure.
All receipts and expenditures must be supported by documents that describe them accurately and properly. The falsification of any claim, record or account by Solarise Africa Personnel will be subject to disciplinary action.
Accurate records of all company transactions and gifts and hospitality must be kept.

8 – Red flags

There are a number of issues which should in all instances result in further investigation into whether a particular transaction or relationship may present a potential bribery risk or issue.
Potential issues which call for further vigilance and/or investigation include:
- the prevalence of bribery in a country that has a nexus with the particular transaction or relationship (third party is located in such country or the transaction involves such country); e.g. according to the Corruption Perception Index (CPI) as evaluated annually by Transparency International;
- payments of unusually high fees or commissions;
- requests for cash payments or requests for unexpected payments related to government approvals;
- requests for payments to different companies or through different countries;
- undefined or unreported payments to third parties made on behalf of the Group;
- no written agreements;
- unusually close relationships with government officials;
- a refusal to certify compliance with this Policy.

9 – Action required in the belief that a Bribe and/or Suspicious Activity has/have taken place?

All persons who are subject to this Policy must remain vigilant and at all times seek to identify any suspicious transactions. If such a transaction is identified, consider:
- whether further investigation and due diligence of the counterparty is necessary; and/or
- escalate the matter to the subsidiary Chief Executive Officer or, in case of need, to a Director of the Group. Such contacts will be treated confidentially to the extent possible. All reports of corruption will be investigated, and appropriate sanctions applied.
Solarise Africa Personnel must report any concerns or awareness of any actual or suspected breach of this Policy. If you are offered a bribe, or are asked to make one, or if you suspect that any bribery, corruption or other breach of this Policy has occurred or may occur, you must notify the subsidiary Chief Executive Officer or a Director of the Group.
Solarise Africa Personnel may also use the Group’s independent and confidential reporting line to raise a concern. It is important that concerns are raised in a timely manner.

10 – Protection of whistle-blowers

Solarise Africa Personnel raising legitimate concerns in good faith are protected.
No Solarise Africa Personnel should threaten or retaliate against another person who has refused to offer or accept a bribe or has raised concerns about possible bribery or corruption. Retaliation of any kind against any Solarise Africa Personnel for making good faith reports about actual or suspected violation of this Policy will not be permitted.