ANTI-BRIBERY & CORRUPTION POLICY
Richflood Group (and ALL Subsidiary Companies)
Anti Corruption Policy (Governance and Compliance Policies)
Effective Date: January 1, 2024
1. INTRODUCTION
1.1 The Board of Directors of Richflood Group has determined, on the recommendation of the Corporate Governance Committee, that Richflood should formalize its policy on compliance with anti-corruption laws, including the US Foreign Corrupt Practices Act 1977, the UK Bribery Act 2010, and applicable laws in the African countries where Richflood operates.
1.2 This Anti-Bribery & Corruption Policy (the "Policy") will supersede any other existing Richflood policies relating to bribery and corruption.
1.3 The Compliance Officer is the Chief Operations Officer of Richflood Group.
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2. POLICY STATEMENT
2.1 It is Richflood’s policy to conduct all its business in an honest and ethical manner. Richflood takes a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly, and with integrity in all its business dealings and relationships. It is the goal of Richflood to avoid acts that might reflect adversely on the integrity and reputation of the Company.
2.2 Individuals involved in corrupt activity may face fines or imprisonment. Additionally, if Richflood or any of its employees or associated persons (e.g., contractors, agents, or subsidiaries) is found to have engaged in corruption, the Company could face unlimited fines and significant reputational damage in any of its operational regions, including the USA, UK, and African countries. Richflood takes its legal responsibilities very seriously.
2.3 Richflood is committed to upholding all laws relevant to countering bribery and corruption in each of the jurisdictions in which it operates. As the anti-corruption laws of the UK, US, and other applicable jurisdictions often have extraterritorial application, Richflood, its employees, and associated persons will be bound by the most stringent requirements of these laws in respect of conduct in all jurisdictions, even where local laws may be less strict.
2.4 The purpose of this Policy is to:
- Set out the responsibilities of Richflood and all individuals working for the Company in observing and upholding the Company's position on bribery and corruption; and
- Provide information and guidance to those working for Richflood on how to recognize and deal with bribery and corruption issues.
2.5 In this Policy, "third party" refers to any individual or organization with whom employees or representatives of Richflood may come into contact during the course of their work. This includes, but is not limited to, actual and potential customers, suppliers, distributors, business contacts, agents, advisers, government and public bodies, their advisors, representatives, officials, politicians, and political parties.
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3. APPLICATION OF THE POLICY
3.1 The Policy applies to all directors, officers, employees, family members, consultants, contractors, and subcontractors of Richflood. Compliance with this Policy is a condition of employment, service, or contract with Richflood. Upon notification of the most recent version, individuals agree to be bound by its provisions.
3.2 This Policy extends across all Richflood’s business dealings in all countries where the Company operates, including the USA, UK, and selected African countries. All persons covered by this Policy must comply with the applicable laws, rules, and regulations, particularly concerning anti-bribery and corruption. For guidance or clarification, the Compliance Officer should be consulted, and legal advice may be sought if necessary.
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4. FORMS OF BRIBERY AND CORRUPTION
4.1 For the purposes of this Policy, each example listed in Sections 4.2 to 4.5 constitutes a "bribery offence."
4.2 Bribes
(a) A bribe is any inducement or reward offered, promised, or provided to secure a commercial, contractual, regulatory, business, or personal advantage.
(b) An inducement refers to something that influences or encourages a specific action or outcome.
(c) A business advantage means Richflood gains a benefit—financial, economic, reputational, or otherwise—beyond what it would have achieved without the bribery or corruption, or relative to its competitors.
4.3 Kickbacks
Kickbacks involve payments made as part of a contract, typically to employees of the other contracting party, or using other methods—such as subcontracts, purchase orders, or consulting agreements—to channel funds to public officials, political parties, party officials, political candidates, employees of the other contracting party, or their relatives or business associates.
4.4 Extortion
Extortion involves directly or indirectly demanding or accepting a bribe, facilitating payment, or kickback.
5. ANTI-BRIBERY AND CORRUPTION STANDARDS
5.1 Prohibitions
Richflood strictly prohibits the following actions by its directors, officers, employees, consultants, or contractors:
(a) Offering, promising, or giving a payment, gift, or hospitality to a third party, or engaging in any other bribery-related activity, with the expectation of receiving a business advantage or as a reward for a business advantage already given.
(b) Offering, promising, or giving a payment, gift, or hospitality to expedite or "facilitate" routine administrative procedures.
(c) Accepting payments, gifts, or hospitality from third parties with the knowledge or suspicion that such benefits are intended to secure a business advantage for the giver.
(d) Retaliating or threatening retaliation against employees or workers who refuse to engage in bribery or raise concerns in alignment with Richflood's policies.
(e) Participating in any actions that might result in a violation of this Policy.
5.2 Consequences of Non-Compliance
Non-compliance with this Policy may result in criminal or civil penalties depending on the nature of the offense. Employees found in violation may face disciplinary actions, including summary dismissal.
6. GIFTS AND HOSPITALITY
6.1 General Guidance
This Policy permits normal and appropriate hospitality—whether given or received—provided it adheres to Richflood's Gifts & Hospitality Policy.
6.2 Conflict Resolution
In cases of inconsistencies between this Policy and the Gifts & Hospitality Policy, the provisions of this Policy shall prevail.
7. RED FLAGS
7.1 Indicators of Potential Corruption
Individuals subject to this Policy must remain vigilant for the following red flags, which may signal corrupt practices:
(a) Employing agents with questionable reputations or known government ties.
(b) Excessive commission payments disproportionate to services rendered.
(c) Cash payments, payments lacking proper documentation, or those bypassing regular internal controls.
(d) Unwarranted bonuses for foreign personnel with insufficient supporting documentation.
(e) Payments directed through third-party countries or offshore accounts.
(f) Requests for private meetings by contractors or bidders for company contracts.
(g) Violations of Richflood policies, including procedural abuses during decision-making.
(h) Unexplained favoritism for specific sub-contractors.
(i) Invoices exceeding agreed contractual amounts.
7.2 Additional Considerations
This list is not exhaustive. Employees must remain alert to other potential indicators of corruption.
Signed; Group Managing Director