Anti-bribery and corruption Policy statement

1. We take a zero tolerance approach to bribery and corruption and will uphold all laws relevant to countering bribery.
We welcome the international community’s efforts to stamp out bribery and corruption and support the implementation of the United Nations Anti-Corruption Convention and the Group of Twenty Anti-Corruption Action Plan. Lunica supports the objectives of this policy and recognises the legal importance of complying with all anti-bribery, anti-corruption and anti-competitive collusive laws, regulations, and/or policies of South Africa, (“SA anti- bribery law”), including:

a. the Prevention and Combating of Corrupt Activities Act, No 12 of 2004 (“PACCA”); b. the Prevention of Organised Crime Act, No 121 of 1998
c. the Financial Intelligence Centre Act, No 38 of 2001 (“FICA”);
d. the Financial Advisory and Intermediary Services Act, No 37 of 2002 (“FAIS”);

e. the Criminal Procedure Act, No 51 of 1977 (“CPA”);
f. the Competition Act, No 89 of 1998 (“the Competition Act”) and g. the Companies Act, No 71 of 2008 (“the Companies Act”).

This policy further recognises the legal requirements of:

a. the UK Bribery Act, 2010;
b. the Foreign Corrupt Practices Act of 1977;
c. the Australian Criminal Code Act 12 of 1995;
d. the European Union; the Organisation for Economic Cooperation and Development; e. the United Nations Global Compact Principles;
f. the United Nations Convention against Corruption;
g. the African Union Convention on preventing and Combating Corruption;
h. the South African Development Community’s Protocol against Corruption; collectively, “International anti-bribery law”.

2. The scope of this policy is to:

This Policy applies to all directors, employees (whether permanent, fixed-term or temporary), consultants, contractors, agency staff, of Lunica. In this policy, “third party” means any individual or organisation we
come into contact with during the course of your role. Where any policy adopted by Lunica conflicts in any way with this Policy, then the policy providing the greatest level of protection against bribery,
corruption and conflicts of interest shall prevail. This policy is in addition to and not a replacement of any existing policy governing anti-bribery, corruption or conflicts of interest.

3. Bribery and corruption harm legitimate business activities and are serious criminal offences
For example, under the Act, bribery and corruption are punishable for individuals by up to ten years’ imprisonment. Organisations which are subject to the Act and which have committed an offence under the Act could face an unlimited fine, be excluded from tendering for public contracts, and face damage to their reputation. We therefore take our legal responsibilities very seriously.

4. What is bribery and corruption?

a. A bribe is an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage.
b. Corruption is the misuse of public office or power for private gain or the misuse of private power in relation to business outside the realm of government.
c. Acts of bribery or corruption are intended to influence an individual in the performance of their work to act dishonestly and/or improperly. The person being bribed is usually someone who can obtain, retain or direct business for example during a tender or contracting process or it may be through the handling of administrative tasks or customs matters.
d. A bribe can take many forms, for example, a direct or indirect promise or offer of something of value, the offer or receipt of a kickback, fee, reward or other advantage, the giving of aid, donations or voting designed to exert improper influence.
e. Those engaged in bribery and corruption can include an employee, officer or director, any person acting on behalf of the Institute i.e. our agents, individuals or organisations who authorise someone else to carry out these acts, Government or public officials whether foreign or domestic.

5. Charitable donations and sponsorships

Lunica may make charitable contributions and offer sponsorships for the purposes of socio- economic development, research, or cultural and sporting activities, provided they are not for improper business purposes. We will always ensure that the charity is appropriate, legitimate and has all the appropriate registrations. Further, we will always conduct a proper due diligence before making any charitable donation or offering any sponsorship. Lunica will never offer or make any charitable contribution as an incentive or reward for obtaining or retaining business or for any improper purpose.

6. Gifts and hospitality

This policy does not prohibit gifts, entertainment, hospitality or other promotional expenditures (given and received) to or from third parties which are proportionate, transparent, reasonable and for bona fide purposes related to the aims and objectives of the Institute.

The giving or receipt of gifts is not prohibited if all of the following requirements are met: a. 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 complies with local law;
c. it is given in our name, not in your name;
d. it does not include cash or a cash equivalent (such as gift certificates or vouchers);
e. it is appropriate in the circumstances. For example, it is given as a ceremonial gift on a festival or at another special time (e.g. Christmas);
f. taking into account the reason for the gift, it is of an appropriate type and value and given at an appropriate time;

g. it is given openly, not secretly; and
h. gifts should not be offered to, or accepted from, government officials or representatives, or politicians or political parties, without the prior approval of the Senior Management Committee.
We appreciate that the practice of giving business gifts 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 or hospitality is reasonable and justifiable. The intention behind the gift should always be considered.
Gifts to a value of more than USD 100.00 per event, per person (or of comparable value in a different country)* should not be given or offered (to or from a single source on a single occasion) unless they have the written approval of a member of the Senior Management Committee.
All gifts and hospitality to a value of more than USD 100.00 per event, per person (or of comparable value in a different country) accepted or offered by any employee should be entered on the register of gifts.
Any approval required by the above policies relating to a member of the Senior Management Committee must be provided by the CEO.

7. What is not acceptable

It is not acceptable for you (or someone on your behalf) to:
a. give, promise to give, or offer, a payment, gift or hospitality with the expectation or hope or that this will influence the decision-making of the Institute or that a business advantage will be received, or to reward a business advantage already given; or
b. give, promise to give, or offer, a payment, gift or hospitality to a government official, agent or representative to “facilitate” or expedite a routine procedure; or
c. accept payment from a third party that you know or suspect is offered with the expectation that the Company’s decision making will be influenced in any way and that it will obtain a business advantage for them; or
d. accept a gift or hospitality from a third party if you know or suspect that it is offered or provided with an expectation that the Company’s decision making will be influenced in any way and that a business advantage will be provided by us in return; or
e. threaten or retaliate against another worker who has refused to commit a bribery offence or who has raised concerns under this policy; or
f. engage in any activity that might lead to a breach of this policy.

8. Facilitation payments

We do not make, and will not accept, facilitation payments or “kickbacks” of any kind. Facilitation payments are typically small, unofficial payments made to secure or expedite a routine government action by a government official. If you are asked to make a payment on our behalf, you should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. You should always ask for a receipt which details the reason for the payment. If you have any suspicions, concerns or queries regarding a payment, you should raise these with the Senior Management Committee.

If such a payment is extorted or forced under duress or because of a threat to personal safety then the payment may be made provided that Senior Management Committee is promptly informed, a written report submitted, and the payment recorded in the Company’s financial records.

Kickbacks are typically payments made in return for a business favour or advantage. All our partners, clients and suppliers must avoid any activity that might lead to, or suggest, that a facilitation payment or kickback will be made or accepted by us.

9. Staff, Third-party and your responsibilities

You must ensure that you read, understand and comply with this policy. The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for the Institute or under our control. You are required to avoid any activity that might lead to, or suggest, a breach of this policy. You must notify your line manager as soon as possible if you believe or suspect that a conflict with this policy has occurred or may occur in the future. For example, if a partner, supplier or client offers you something to gain an advantage with us, or indicates to you that a gift or payment is required to secure their co-operation with Company supported activities.

Any employee who breaches this policy will face disciplinary action, which could result in dismissal for gross misconduct. We reserve our right to terminate our contractual relationship with our partners, clients and suppliers if they breach this policy.

10. Record keeping

We must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties. You must declare and keep a written record of all hospitality or gifts to a value of more than USD 100.00 per event, per person (or of comparable value in a different country) accepted or offered on the gifts register, which will be subject to managerial review.

You must ensure all expenses claims relating to hospitality, gifts or expenses incurred to third parties are submitted in accordance with our expenses policy and specifically record the reason for the expenditure.
All accounts, invoices, memoranda and other documents and records relating to dealings with third parties, such as clients, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness.

No accounts must be kept “off-book” to facilitate or conceal improper payments. 11. Reporting Suspicious Transactions

You are encouraged to raise concerns about any issue or suspicion of malpractice at the earliest possible stage. If you are unsure whether a particular act constitutes bribery or corruption, or if you have any other queries, these should be raised with any member of the Senior Management Committee. Concerns should be reported as a protected disclosure to the Senior Management Committee Statutory protection of whistle blowers may be afforded under local law.

END OF POLICY