Anti-Corruption Policy and Procedure

Scope

The purpose of this policy is to set out our responsibilities, and of those working for us, in observing and upholding our position on bribery and corruption; and provide information and guidance to those working for us on how to recognise and deal with bribery and corruption issues.

It is Jachris' policy to conduct all of its business in an honest and ethical manner. We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate and implementing and enforcing effective systems to counter bribery.

We will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate. However, we remain also bound by the laws of South Africa and in particular, the Prevention and Combating of Corrupt Activities Act 2004.

Bribery and corruption are punishable for individuals and may serve jail time and if we as a company are found to have taken part in corruption we could face fines, be permanently excluded from tendering for public contracts and face damage to our reputation. We therefore take our legal responsibilities very seriously.

This policy has been unanimously approved by the board of directors and senior management. All our employees, Business Partners and any person or firm deemed to be performing duties for Jachris (collectively referred to as business partners) are required to comply with it, irrespective of where or in what sector they operate and regardless of local norms, custom or practice. Any breach of this policy or the procedures implementing it will be treated as a serious matter and may result in disciplinary action, including termination of employment or the business relationship, and reporting to the appropriate enforcement authorities. Please therefore take time to read this policy carefully to ensure you understand your obligations.

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. Management at all levels are responsible for ensuring those reporting to them are made aware of and understand this policy and are given adequate and regular training on it.

Bribery is:

promising, offering, giving, requesting, agreeing to receive or accepting
any advantage (not necessarily money)
to induce or reward behaviour that is illegal, unethical or a breach of duty.
An "advantage" can be any kind of benefit or anything of value or perceived value

Bribery can occur:

in the private sector
in the public sector
internal or
external to the company.

You must not promise, offer, give, request, agree to receive or accept a financial or other advantage in return for favourable treatment, to influence a business outcome or to gain any business advantage. You must follow all the anti-bribery and corruption laws to which we and you are subject. You are liable to disciplinary action, dismissal, legal proceedings and possibly imprisonment if you are involved in bribery and corruption. Appropriate action will be taken against any employees and Business Partners who fail to comply.

This policy does not prohibit normal and appropriate bona fide hospitality or gifts (given and received) to or from third parties provided that they are reasonable and proportionate and are not unduly lavish. Hospitality will generally be bona fide where it is provided in order to better present Jachris' image, products, services or people or to establish cordial relations.

The giving or receipt of a gift is not prohibited if the following requirements are met:

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;
it complies with local law;
it is given in the name of the relevant company, not in the name of an individual representative of a company;
it does not include cash or a cash equivalent (such as gift certificates or vouchers);
it is appropriate in the circumstances. For example, it is customary for modest gifts to be given at Christmas time;
taking into account the reason for the gift, it is of an appropriate type and value and given at an appropriate time;
it is given openly, not secretly; and
it is not offered to, or accepted from, government officials or representatives, or politicians or political parties, without the prior approval of Jachris' senior management in all cases.

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 legitimate, reasonable and justifiable under the laws of the country where the gift is provided. The intention behind the gift should always be considered. You should understand that local customs cannot be followed if they conflict with this policy.

Facilitation payments

We do not make, and will not accept, the making of facilitation payments of any kind or in any location. Facilitation payments are typically small, unofficial payments made to secure or expedite a routine government action by a government official to which we or you may be perfectly entitled. For example, a payment made to an official to speed up the issuing of a work permit or visa.

All employees and Business Partners must avoid any activity that might lead to, or suggest, that a facilitation payment will be made or accepted by us. 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 so you can demonstrate that the payment was an official fee for the service or goods. If you have any suspicions, concerns or queries regarding a payment, you should raise this with the senior management of the company.

What is not acceptable?

It is not acceptable for you (or someone on your behalf) to:

give, promise to give, or offer, any payment, gift or hospitality with the expectation or hope that business or a business advantage will be received, or to reward for any business or business advantage already given;
give, promise to give, or offer, a payment, gift or hospitality to a government official, agent or representative to "facilitate" or expedite any procedure;
accept payment or any advantage or favour from a third party that you know or suspect is offered with the expectation that you will obtain or arrange a business advantage for them;
accept a gift or hospitality from a third party if you know or suspect that it is offered or provided with an expectation that a business advantage will be provided by you or us in return;
threaten anything or retaliate against another employee or Business Partner who has refused to commit a bribery offence or who has raised concerns under this policy; or
engage in any activity that might lead to a breach of this policy.

Business partners

Any remuneration payable to Business Partners acting on behalf of Jachris must be appropriate for the services carried out, i.e. fair market value (which is to be determined objectively as far as possible). Payments must never be made in cash. Payments should only be made in the jurisdiction where the third party is domiciled and always to a bank account in the name of the third party. All payments must be fully recorded in Jachris' financial records so that the reason for the payment can clearly be verified.

Donations

No contributions are made to political parties for the benefit of Jachris or any Business partners of the company.

Your responsibilities

The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for us or under our control. All employees and Business Partners are required to avoid any activity that might lead to, or suggest, a breach of this policy.

You must notify senior management as soon as possible if you believe or suspect that a breach or conflict with this policy has occurred, or may occur in the future. For example, if a customer or potential customer offers you something to gain a business advantage with us, or indicates to you that a gift or payment is required to secure their business. Further "red flags" that may indicate bribery or corruption are set out in the attached schedule at the end of this policy.

Record-keeping

We must be able to show records and have appropriate internal controls in place which will evidence the business reason for payments to or from third parties.
You must declare and keep a written record of all hospitality or gifts accepted or offered, which will be subject to managerial review.
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 may be kept "off-book" to facilitate or conceal improper payments.

Raising a concern

It is important that you inform senior management as soon as possible if you are offered a bribe by a third party, are asked to make one, suspect that this may happen in the future, or believe that you are a victim of another form of unlawful activity.

If you are unsure whether particular behaviour or conduct constitutes bribery or corruption, or if you have any other queries, these should be raised with senior management.

Training and communication

Training on this policy forms part of the induction process for all new employees and Business Partners. All existing employees and Business Partners have access to this policy and will receive regular, training/reminders on how to implement and adhere to this policy.

Potential bribery risk scenarios: "red flags"

The following is a list of possible red flags that may arise during the course of you working for us or your business activities and which may raise concerns under applicable anti-bribery and anti-corruption laws. The list is not intended to be exhaustive and is for illustrative purposes only.

If you encounter any of these red flags while working for us, you must report them promptly to senior management. You must not proceed unless and until the "red flag" has been investigated and clarified and you have been authorised to proceed with the relevant transaction.

you become aware that a third party engages in, or has been accused of engaging in, improper business practices;
you learn 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 customised;
a third party insists on the use of side letters or refuses to put terms agreed in writing;
you notice that we have been invoiced for a commission or fee payment that appears large given 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 us;
you are offered an unusually generous gift or offered lavish hospitality by a third party;
a third party refuses to respond to our due diligence questionnaire or to agree contractually to implement adequate anti-corruption measures.

Document Number

QM03_01