1. SCOPE OF THIS POLICY

Chetu, Inc. and its affiliates, subsidiary companies (also refereed to as “We” or “Our(s)” or “Chetu” or “Company”) is subject to various anti-corruption laws, including but not limited to The Foreign Corrupt Practices Act, 1977 in the U.S., The Bribery Act, 2010 in the U.K., The Prevention of Corruption Act, 1988 in India and other laws that apply in the various jurisdictions where we do business. This policy is ensure that all business is conducted in an honest and ethical manner. Chetu takes a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all of our business dealings and relationships. If local laws or a business unit imposes stricter requirements than those described under this policy, Chetu will and must comply with those rules.

Chetu employees are strictly prohibited from engaging in any bribery or potential bribery activities. This includes a prohibition against both direct bribery and indirect bribery, including payments through third-parties. If any associate suspects or becomes aware of any potential bribery involving the Company, it is the duty of that associate to report their suspicion or awareness to the Company at [email protected].

2. PURPOSE OF THIS POLICY

Bribery is a serious criminal offense in countries in which the Company operates, including the United States of America, India, the United Kingdom and others. Bribery offenses can result in the imposition of severe fines and/or custodial sentences (imprisonment), exclusion from offering for public contracts, and severe reputational damage. We, therefore, take our legal responsibilities very seriously, and will uphold all laws relevant to countering bribery and corruption.

The purpose of this policy is to:

set out our responsibilities to comply with laws against bribery and corruption; and
provide guidance on how to recognize and deal with bribery and corruption issues.

The Company will undertake periodic bribery and corruption risk assessments across its business to understand the bribery and corruption risks it faces and ensure that it has adequate procedures in place to address those risks. The risk assessment will be documented and periodically reviewed, and the appropriate committee of the Board of Directors of the Company be updated on a half-yearly basis in accordance with applicable regulations.

3. DEFINITION

A. This policy shall apply to all employees, vendors, and contractors who are working for the Company anywhere in the world and at all levels and grades.

B. “associate” shall mean senior managers, officers, directors, employees (whether regular, fixed-term or temporary), consultants, contractors, trainees, students, seconded staff, home-workers, casual workers and agency staff, volunteers, interns, agents, sponsors, or any other person associated with us, or any of our subsidiaries or their employees, wherever located (may be referred as “you” under this policy).

C. “third-party” shall mean any individual or organization that an associate may come into contact with during the course of his/her engagement with the Company, and includes actual and potential clients, customers, employees, students, suppliers, distributors, business contacts, agents, advisors, business associates (including “rainmakers,” etc.), and government and public bodies, including their advisors, representatives and officials, politicians and political parties.

D. “Bribery” shall mean

The direct or indirect offer, promise or receipt of any gift, hospitality, loan, fee, reward or other advantage to induce or reward behavior or cause an opportunity or unfair advantage which is dishonest, illegal or a breach of trust, duty, loyalty, contract, policy, good faith or impartiality in the performance of a person’s functions or activities (including but not limited to, a person’s public functions, activities in their employment or otherwise in connection with a business); or
The direct or indirect offer or promise of any gift, hospitality, loan, fee, reward or other advantages to a public official with the intention of influencing the public official in the performance of their public function, to obtain a business advantage; and
Both direct and/or indirect acts of bribery enablement, including but not limited to authorizing or permitting an associate or third-party to commit any of the acts or take any part in the actions identified in (a) and (b) above.

4. RESTRICTED ACTIVITIES UNDER THIS POLICY

Associates are prohibited to indulge in any act of Bribery.

Additionally, the below actions are restricted under this policy. The Associates shall not:

give, promise to give, or offer, a payment, gift or hospitality to secure or award an improper business advantage;
give, promise to give, or offer, a payment, gift or hospitality to a government official, agent or representative to facilitate, expedite, or reward any action or procedure;
accept payment from a third-party knowing or suspecting it is offered with the expectation that it will obtain a business advantage for them;
induce another individual or associate to indulge in any of the acts prohibited in this policy;
threaten or retaliate against another associate who has refused to commit a Bribery offense or who has raised concerns under this policy;
give or accept any gift where such gift is or could reasonably be perceived to be a contravention of this policy and/or applicable law; or
engage in any activity that might lead to a breach of this policy.

5. NON-RESTRICTED ACTIVITIES UNDER THIS POLICY

This policy does not prohibit normal business hospitality, so long as it is reasonable, appropriate, modest, and bona fide corporate hospitality, and if its purpose is to improve our company image, present our products and services, or establish cordial relations.

Gifts and Hospitality:

Must be duly approved. Normal business hospitality must always be approved at the appropriate level of Company management.
Must not be intended to improperly influence. Associates should always assess the purpose of any hospitality or entertainment. Hospitality or entertainment with the intention of improperly influencing anyone’s decision-making or objectivity, or making the recipient feel unduly obligated in any way, should never be offered or received. Associates should always consider how the recipient is likely to view hospitality. Similarly, associates must also decline any invitation or offer of hospitality or entertainment when made with the actual or apparent intent to influence their decisions.
Must not have the appearance of improper influence. Gifts can in some cases influence, or appear to influence, decision-making, for example by persuading the recipient to favor the person who made the gift over his own employer. Associates should think very carefully before making or receiving, gifts. Gifts can occasionally be offered to celebrate special occasions (for example religious holidays or festivals or the birth of a child) provided such gifts do not exceed USD $40 (or local equivalent) in value, and are occasional, appropriate, totally unconditional, and in-fitting with local business practices. No gift should be given or accepted if it could reasonably be seen improperly to influence the decision-making of the recipient.
Certain gifts are always prohibited. Some types of gifts are never acceptable including gifts that are illegal or unethical or involve cash or cash equivalent (e.g. loans, stock options, etc.). Furthermore, by way of non-exhaustive example, an invitation to his/her family to join him on a foreign business trip, or the extension of a trip at the customer’s expense to include a holiday, are at all times unacceptable, and associates should not participate in such practices.
Modest promotional gifts are permitted. It is acceptable to offer modest promotional materials to contacts e.g. branded pens. Use of one’s position with the Company to solicit a gift of any kind is not acceptable. However, the Company allows associates occasionally to receive unsolicited gifts of a very low intrinsic value from business contacts provided the gift is given unconditionally and not in a manner that could influence any decision-making process.
Personal payment does not cure. Associates may never pay on their personal account(s) for gifts or hospitality in order to avoid this policy.

In some cultures / countries, it may be seen as an insult to reject a gift, and refusals may adversely affect business relationships. In these circumstances, and if the gift is anything other than moderate, the gift should be reported to the Director of Internal Systems (DIS).

Gifts and Hospitality can put the Company at risk if used to facilitate unethical business practices. The Company will develop procedures for giving and receiving gifts and hospitality which will seek to ensure that associates act ethically and otherwise comply with the Anti-Corruption and Bribery Policy and Code of Ethical Business Code when giving and receiving gifts and / or hospitality. These procedures must be followed by all Associates.

6. FACILITATION PAYMENTS

The Company prohibits making or accepting, facilitation payments or kickbacks of any types.

Facilitation payments are typically small, unofficial payments made to secure or expedite a routine action by an official.

Kickbacks are typically payments made in return for a business favor or advantage.

All associates must avoid any activity that might lead to a facilitation payment or kickback being made or accepted. If you are asked to make a payment on behalf of the Company, you must consider the purpose of the payment and whether the amount requested is proportionate to the goods or services provided. Any request for a facilitation payment should be refused unless you feel you are at risk of injury, of detention, or for your life, if you refuse. If one of these exceptions applies, a receipt should be obtained and the matter reported, as soon as possible, to the Company Ombudsman at [email protected].

7. DONATIONS

The Company may make donations but solely if such transactions are ethical and in compliance with this policy, local applicable laws, the UK Bribery Act and the US FCPA. No donation should be made which may, or may be perceived to breach applicable law, or any other section of this policy. All donations must be approved by the Company Ombudsman and the Company shall keep accurate records of all donations made by the Company.

8. THIRD-PARTIES

Third-parties can put the Company at risk if they do not follow ethical business practices. For that reason, the Company will develop procedures for conducting appropriate risk-based due diligence on third-parties, and the implementation of appropriate steps to address any identified risks, to ensure compliance with applicable anti-corruption laws. Associates must carefully follow the procedures that are established under this policy.

9. RECORDKEEPING

A. The Company will keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to, and receiving payments from, third-parties.

B. Associates must declare and keep a written record of all hospitality or gifts accepted or offered, which will be subject to managerial review and/or a review from the Director of Internal Systems (DIS) or appropriate member of the Company’s Human Resources (HR) team.

C. Associates must ensure that all expense claims relating to hospitality, gifts or expenses incurred by third-parties are submitted in accordance with the Company’s applicable policy and specifically record the reason for such expenditure. Associates shall further ensure that all expense claims shall comply with the terms and conditions of this policy.

D. 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.

E. No records shall ever be kept “off-book” to facilitate or conceal improper payments.

10. RESPONSIBILITIES OF ASSOCIATES

The Company will keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to, and receiving payments from, third parties.

Associates must declare and keep a written record of all hospitality or gifts accepted or offered, which will be subject to managerial review and/or a review from Director of Internal Systems (DIS) or the appropriate member of the Company’s Human Resource (HR) team.

Associates must ensure that all expense claims relating to hospitality, gifts or expenses incurred to third parties are submitted in accordance with the Company’s applicable policy and specifically record the reason for such expenditure. Associates shall further ensure that all expense claims shall comply with the terms and conditions of this policy.

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 records shall ever be kept “off-book” to facilitate or conceal improper payments.

Associates must understand that if he/she is party to any breach of this Policy then it could be regarded as Gross Misconduct and that may result in disciplinary action, including dismissal and prosecution under applicable local law.

11. COMPLAINT

Associates are required 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, you should raise the matter with the Director of Internal Systems (DIS) or an appropriate member of the Human Resources (HR) team. Concerns should be reported by following the procedure set out in the Whistleblower Policy, or write an email to [email protected].

12. PROTECTION

Associates who refuse to accept or offer a bribe, or those who raise concerns or report another’s wrongdoing, are sometimes worried about possible repercussions. The Company encourages openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken.

The Company is committed to ensuring that no one suffers any detrimental treatment as a result of refusing to take part in corruption, or because of reporting concerns under this policy in good faith. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavorable treatment connected with raising a concern.

If you believe that you have suffered any detrimental treatment as a result of refusing to take part in corruption, or because of reporting concerns under this policy in good faith, you should inform Director of Internal Systems (DIS) or a member of the Human Resources team of the Company immediately.

13. TRAINING AND COMMUNICATION

Dissemination of this policy for new joiners shall be carried out at the time of induction. This policy will also be shared with all existing Associates. If you have any query about this policy, you should contact a member of the Human Resources team.

The Company’s zero-tolerance approach to bribery and corruption should be communicated to all agents, suppliers, contractors and business partners at the outset of the Company’s business relationship with them and as appropriate thereafter. Wherever possible, all third-parties should be sent a copy of this policy at the outset of the business relationship.

14. RESPONSIBILITY

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.

The Director of Internal Systems (DIS) has primary day-to-day responsibility for implementing this policy. Management at all levels are responsible for ensuring that those reporting to them are made aware of and understand this policy and, if necessary and appropriate, are given adequate and regular training on it.

15. MONITORING AND REVIEW

The Director of Internal Systems (DIS) will monitor the effectiveness and review the implementation of this policy, regularly considering its suitability, adequacy and effectiveness. Any improvement identified will be made and incorporated as soon as possible. Internal control systems and procedures will be subject to regular audits to provide assurance that they are effective in countering bribery and corruption.

All associates are responsible for the success of this policy and should ensure they use it to disclose any suspected danger or wrongdoing.

16. POSSIBLE RED FLAGS UNDER THIS POLICY

This section contains a list of possible red flags that may arise during the course of business. The list is not intended to be exhaustive and is solely for illustrative purposes.

If you encounter any red flags, you must report them promptly by following the procedure set out in the Whistleblower policy. Red flag examples include:

Being aware that a third-party engages in, or has been accused of engaging in, improper business practices;
Learning that a third-party has a reputation for paying bribes, or requiring that bribes are paid to them, or has a reputation for having a “special relationship” with foreign government officials;
A third-party insists on receiving a commission or fee payment before committing to sign up to a contract with us, or carrying out a government function or process for us;
A third-party requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made;
A third-party requests that payment is made to a country or geographic location different from where the third-party resides or conducts business;
A third-party requests an unexpected additional fee or commission to “facilitate” a service;
A third-party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services;
A third-party requests that a payment is made to “overlook” potential legal violations;
A third-party requests that you provide employment or some other advantage to a friend or relative;
You receive an invoice from a third-party that appears to be non-standard or customized;
A third-party insists on the use of side letters or refuses to put terms agreed in writing;
You observe that the Company has been invoiced for a commission or fee payment that appears large compared to the service stated to have been provided,
A third-party requests or requires the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to the Company; and/or
You are offered an unusually generous gift or lavish hospitality by a third-party.

Anti-Corruption and Bribery Legal Policy