Anti-Fraud, Bribery and Corruption Policy

1. Policy Overview

Enlighta Inc. (“Enlighta”) is a global Software-as-a-Service (SaaS) provider headquartered in San Ramon, CA. Enlighta Inc. specializes in providing hosted supplier governance and service management software solutions to clients.

The purpose of this policy is to establish controls to ensure compliance with all applicable anti-fraud, bribery & corruption regulations, and to ensure that the Company’s business is conducted in a socially responsible manner.

Bribery is the offering, promising, giving, accepting, or soliciting of an advantage as an inducement for an action that is illegal or a breach of trust. A bribe is an inducement or reward offered, promised, or provided to gain any commercial, contractual, regulatory, or personal advantage.

It is our policy to conduct all of our business honestly and ethically. We take a zero-tolerance approach to bribery and corruption. We 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 bound by the laws in the USA in respect of our conduct both at home and abroad.

Bribery and corruption may result in fines, loss of reputation, punitive penalties, and breach of trust and law; we, therefore, take our ethical and legal responsibilities very seriously.

2. Scope

In this policy, the third party means any individual or organization Enlighta personnel come into contact with during the course of your work for us and includes actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies, including their advisors, representatives and officials, politicians and political parties. 

This policy applies to all individuals working at all levels and grades, including senior managers, officers, directors, employees (whether permanent, fixed-term, or temporary), consultants, contractors, trainees, seconded staff, homeworkers, 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 (collectively referred to as employees in this policy).

3. Objectives

Enlighta has implemented this anti-fraud, bribery, and corruption policy to address the following objectives:

• Ensure that employees and contractors are required to follow the law, regulations, and internal policies for ethical and lawful conduct concerning fraud, bribery, and corruption. 
• Ensure employees and contractors are aware of this policy and governed by the same in their employment and consulting agreements. 
• Ensure employees and contractors can report non-compliances or suspected non-compliances in a safe and protected manner. 

4. Roles and Responsibilities

• Executives – Ensure that the anti-fraud, bribery, and corruption policy is established, periodically reviewed, and communicated to employees and contractors.
• Human Resources – Ensure that the key provisions of this policy are incorporated into employment and consultant agreements as required by the program. Establish a cadence of communication of policy review by employees and contractors.
• Management at all levels is responsible for ensuring those reporting to them are made aware of and understand this policy and are given adequate and regular training on it.

5. Policy

5.1 Policy Statement

Enlighta expects high standards of conduct and probity from all of its directors and staff and requires them at all times to act honestly, with integrity, and to safeguard the resources for which they are responsible. The company also expects its suppliers, delivery partners, and sub-contractors to maintain the same high standards of conduct and probity.

Enlighta is committed to developing an anti-fraud culture and actively seeks to deter and prevent fraud and corruption by ensuring that risks are identified and managed effectively. The company will not accept any level of fraud, bribery, or corruption and will investigate thoroughly all suspected cases. Staff involved in the impropriety of any kind will be subject to the company’s disciplinary procedures and legal action will be taken where appropriate.

To ensure that this policy is implemented effectively, Enlighta will:

• Identify and include fraud and corruption risks within its risk management processes.
• Develop and maintain appropriate control systems to reduce the risk of fraud and corruption.
• Encourage a culture of prevention and deterrence.
• Ensure that responsibilities are clearly defined and communicated at all levels.
• Encourage staff and others to be vigilant and report any genuine suspicions of fraudulent activity.
• Ensure that if fraud occurs, a prompt and thorough investigation takes place, without regard to the position held or length of service of employees concerned.
• Take appropriate disciplinary and legal action in all cases, where justified.
• Review systems and procedures to prevent similar fraud should fraud occur.
• Ensure that anti-fraud considerations are built into tendering and sub-contracting processes.

5.2 Coverage

The anti-fraud, bribery, and corruption policy governs the following:

• Fraud
• Bribery
• Gifts and Hospitality
• Facilitation Payments & Kickbacks
• Political Contributions
• Charitable Contributions

5.2.1 Fraud

Employees must not engage in the following three main offenses of fraud (established by the Fraud Act 2006 and carry a maximum sentence of 10 years and/or an unlimited fine;

• Fraud by false representation
• Fraud by failing to disclose information
• Fraud by abuse of position

Employees must not engage in the following actions which fall within the definition of fraud:

• Theft of company property, including information.
• Misappropriation or use of company assets for personal gain.
• False accounting – dishonestly destroying, defacing, concealing, or falsifying any account, record, or document required for any accounting purpose.
• Forgery or alteration of company documents.
• Wilful destruction or removal of company records.
• Any computer-related activity involving the alteration, destruction, forgery, or manipulation of data for fraudulent purposes or misappropriation of Enlighta-owned software.
• Falsification of travel and subsistence claims.
• Knowingly generating or paying false claims or invoices.
• Unauthorized disclosure of confidential information to third parties e.g. confidential details of current business activities or of bids or activities that the company is contemplating.

5.2.2 Bribery

Employees must not engage in any form of bribery, either directly or through any third party (such as an agent or distributor). Specifically, employees must not bribe a foreign public official anywhere in the world.

5.2.3 Gifts and Hospitality

Employees must not offer or give any gift or hospitality;

• which could be regarded as illegal or improper, or which violates the recipient’s policies
• or to any public employee or government officials or representatives, or politicians or political parties
• or which exceeds $100 in value for each individual gift or $100 in value for each hospitality event (not to exceed a total value of $200 in any financial year), unless approved in writing by the Enlighta Executives.

Employees may not accept any gift or hospitality from our business partners if:

• it exceeds $100 in value for each individual gift or $200 in value for each hospitality event (not to exceed a total of $200 in any financial year) unless approved in writing by Enlighta Executives.
• or it is in cash
• or there is any suggestion that a return favor will be expected or implied.

If it is not appropriate to decline the offer of a gift, the gift may be accepted, provided it is then declared to Enlighta Executives and donated to charity. 

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.

Within these parameters, local management may define specific guidelines and policies to reflect local professional and industry standards. Where this policy requires written approval to be given, the Company Secretary shall put in place a process to maintain a register of all such approvals.

5.2.4 Facilitation Payments & Kickbacks

Facilitation payments are a form of bribery made to expedite or facilitate the performance of a public official for a routine governmental action, and not to obtain or retain business or any improper business advantage. Facilitation payments tend to be demanded by low-level officials to obtain a level of service to which one would normally be entitled to. Our strict policy is that facilitation payments must not be paid.

5.2.5 Political Contributions

We do not make donations, whether in cash or kind, in support of any political parties or candidates, as this can be perceived as an attempt to gain an improper business advantage.

5.2.6 Charitable Contributions

Charitable support and donations are acceptable (and indeed are encouraged), whether of in-kind services, knowledge, time, or direct financial contributions. However, employees must be careful to ensure that charitable contributions are not used as a scheme to conceal bribery. We only make charitable donations that are legal and ethical under local laws and practices]. No donation must be offered or made without the prior approval of the Enlighta Executives.

All charitable contributions should be publicly disclosed.

5.3 Responsibilities

Responsibilities in employment agreements and contractor agreements should include a clause equivalent to or must require compliance to all Company policies that may be revised from time to time.

• You must ensure that you read, understand, and comply with Company’s Anti-Fraud, Bribery, and Corruption policy.
• 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 are required to avoid any activity that might lead to, or suggest, a breach of this policy.
• You must notify your Manager OR Enlighta Executives or send an email to compliance@enlighta.com as soon as possible if you believe or suspect that a conflict with or breach of this policy has occurred, or may occur in the future.
• 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 other workers if they breach this policy.

It is important that you inform Enlighta Executives or send an email to compliance@enlighta.com 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.

5.4 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 accepted or offered, 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 per 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. 

5.5 Protection

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

We are committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in bribery or corruption, or because of reporting in good faith their suspicion that actual or potential bribery or other corruption offense has taken place, or may take place in the future. Detrimental treatment includes dismissal, disciplinary action, threats, or other unfavorable treatment connected with raising a concern.

If you believe that you have suffered any such treatment, you should inform Enlighta Executives immediately or send an email to compliance@enlighta.com.

5.6 Training and Communication

​​Training on this policy forms part of the induction process for all new employees. All existing employees will receive relevant training or communication on how to implement and adhere to this policy. In addition, as part of the annual review process, conformance and acceptance to this and other Company policies is a requirement on an annual basis.

Our zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors, and business partners at the outset of our business relationship with them and as appropriate thereafter.

5.7 Monitoring and Review

Enlighta Executives will monitor the effectiveness and review the implementation of this policy, regularly considering its suitability, adequacy, and effectiveness. Any improvements identified will be made as soon as possible. Internal control systems and procedures will be subject to regular audits to assure that they are effective in countering bribery and corruption.

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

Employees are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions, and queries should be addressed to the Enlighta Executives and emailed to compliance@enlighta.com.

This policy may be amended at any time.