Anti-bribery and Anti-corruption policy

• This policy applies to all staff, whether full-time or part-time, trainees, seconded staff, interns, and to agents, consultants, vendors, representatives (which all referred to as Stakeholders).

• Each Stakeholder has a personal and professional responsibility and obligation to conduct MANZIL’s business activities ethically and in compliance with the context of this policy and the related MANZIL policies. Failure to do so will result in disciplinary action, up to including dismissal, and criminal liability.

• All Stakeholders will be required to confirm that they have read and understood the policy and that they comply with its terms as part of their ongoing contractual assessment processes.

• If this policy is breached, by any party, MANZIL reserves the right to terminate the contractual agreement in place and it does not bear any legal liability.

• A Stakeholder in breach of this policy shall indemnify, defend, save and hold harmless, protect and exonerate MANZIL, its shareholders, directors, officers, employees, agents and representatives from and against all claims, demands, liabilities, suits, actions, damages, losses and costs of every kind and nature whatsoever including, without limitation, court costs, investigative fees and expenses, and lawyers’ fees arising out of a breach of this policy.

MANZIL does not tolerate practices of bribery and corruption in any form or wherever paid.

It is the responsibility of all employees who are involved at any time in engaging the services of external bodies (consultants, suppliers or advisers, etc.) to ensure that such individuals are made aware of the content of MANZIL Anti-Bribery and Anti-Corruption policy at the outset of the relationship and on a regular basis thereafter.

Bribery involves the following:

• When a financial or other advantage is offered, given, or promised to any stakeholder with an intention to reward them to perform their duties and responsibilities improperly.

• When a financial or other advantage is requested, agreed to be received or accepted by another person with the intention to reward them to perform their duties and responsibilities improperly.Bribes can take many forms, for example:

• Money ( cash or cash equivalent,); Unreasonable gifts, entertainment or hospitality;

• A typical indirect bribery would be a case where a company employs a commercial agent to help it win a deal. The agent is paid by commission based on a percentage of the deal revenues, and part of that commission is passed on to a third agent.

Kickbacks

Kickbacks arise when suppliers or service providers pay part of their fees to the individuals who give them the contract or some other business advantage.

It does not matter whether the bribe is offered or requested directly or through a third party.

The company prohibits its employees from engaging in acts of corruption, and from paying bribes or kickbacks to, or accepting bribes or kickbacks from, public officials and private individuals such as the personnel of companies with which the company does business.

Facilitation payments are any payments, no matter how small or in which form given to another person or received by other person to increase the speed at which they do their job, or to get a business details that might have financial impact on business and/or personal level. Examples include payments to obtain clients; selecting suppliers, accelerate visa processing, etc.

Facilitation payments are prohibited. Staff must report any incident where they feel forced to make a facilitation payment to their line manager at the earliest opportunity. The company will stand by employees who find themselves placed in exceptional situations provided that the employee has provided absolute transparency as to the circumstances surrounding a payment shortly after the incident has occurred.

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Company employees may not offer to, or accept from, third parties, gifts, hospitality, rewards, benefits or other incentives that could affect either party’s impartiality, influence a business decision or lead to the improper performance of an official duty.

Similarly, they may not offer or accept cash donations. Company employees may offer and accept ‘reasonable’ and ‘proportionate’ gifts and entertainment, such as dinner, theatre parties or sporting events, which should need Management’s permission as per Delegation of Authority.

In determining, what is ‘reasonable’ and ‘proportionate’, employees should consider the value of the gift or benefit (see below), as well as the frequency with which the same or similar gift or benefit is offered. In all cases they must ensure that the gift or benefit.

1. Is being given as an expression of goodwill and not in expectation of a return favour (a gift designed to secure a return favour is a bribe).

2. Is being provided openly and transparently, and is of a nature that will not cause the company embarrassment if publicly reported.

3. Complies with local laws and regulations, including the recipient’s own rules (bearing in mind that government rules on offering and receiving gifts or benefit are often particularly tight).

4. Meets the value limits set by the company and has all required approvals. In cases of uncertainty, employees must seek advice from their line managers.

mployees must seek prior approval as per the Delegation of Authority from their Department heads for all gifts or benefits received or offered with a value of more than AED300 (or equivalent) prior to final acceptance. Approval must be given in writing, and records of gifts received, from whom and by whom, must be recorded in an office or function log established for such purpose.

Please refer to MANZIL gifts policy in the Employee handbook.

As part of its corporate citizenship activities, MANZIL may support local charities or provide sponsorship, for example, to sporting or cultural events. Any such sponsorship must be transparent and properly documented. MANZIL will only provide donations to organisations that serve a legitimate public purpose, and which are themselves subject to high standards of transparency and accountability. Appropriate due diligence must be conducted on the proposed recipient charity and a full understanding obtained as to its bona fides.

The company has a policy of strict political neutrality; it does not make donations to any political parties,

organisations, or individuals engaged in politics. The company will co-operate with governments and other official bodies in the development of policy and legislation that may affect its legitimate business interests, or where it has specialist expertise. Employees are entitled to their own political views and activities, but they may not use company premises or equipment to promote those views or associate their views with those of the company.

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 or concerns, these should be raised with your line manager, director or the Director or HR or the Risk and business improvements associate. If you feel you cannot raise it with any of the above, then please discuss with the CEO or Chairman and refer to our Whistleblowing Policy.

All reports will be treated confidentially.

The company will make this policy available on the company’s intranet for all employees. It is also part of the General Orientation program within one month of joining the company. In order to maintain the highest standards of integrity, employees must ensure that:

• They are fully briefed on the background and reputation for integrity of agents, representatives and subcontractors before hiring them. The company will conduct due diligence enquiries to review the integrity records of agents, representatives and subcontractors before entering a commercial relationship with them.

• The engagement process is fully documented; and that final approval of the selection of agents, representatives and subcontractors is made by someone other than the person selecting or managing the company’s relationship with them.

• Agents, representatives and subcontractors are fully briefed on the company’s Anti-Bribery and Anti-Corruption policy, and have made a formal commitment in writing to abide by it.

• Fees and commissions agreed will be appropriate and justifiable remuneration for legitimate services rendered.

• Once agreements have been signed, the company will continue to monitor its relationships with agents, representatives and subcontractors to ensure that there are no infringements of its Anti-Bribery and Anti-Corruption policy. Contractual agreements will include appropriate wording making it possible to withdraw from the relationship if agents, representatives or subcontractors fail to abide by this policy.

• NON-COMPLIANCE

  Company failure to ensure compliance with this policy could lead to the following consequences for the company:

  • Criminal or civil liabilities for the company including unlimited fines and imprisonment;
  • Serious reputational damage leads to MANZIL’s decline in business and growth.

  Employees Failure to ensure compliance with this policy could lead to the following consequences:

  • Personal criminal liability followed by fines or imprisonment
  • Disciplinary action initiated by the company, including dismissal; and
  • Personal reputational damage.

• MONITORING AND REVIEW

  Human Resources Director and risk and business improvement associate will 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 provide assurance that they are effective in countering bribery and corruption.

MANZIL’s Staff and all stakeholders are:

• Prohibited from offering, promising or paying a bribe of any kind;

• Prohibited from soliciting, accepting or receiving a bribe of any kind;

• Required to comply with the company’s guidelines and authorization levels in relation to the giving and receiving of gifts and hospitality; and

• Prohibited from making facilitation payments.

• Conflict of Interests. (MHS/ADM/HR/PPG/10)
• Gifts and hospitality. (MHS/ADM/HR/PPG/10)
• Whistleblowing. (MHS/ADM/HR/PPG/011)
• Code of conduct. (MHS/ADM/HR/PPG/10)