Anti-Bribery and Corruption Policy

1.1

Epoch Digital Pte. Ltd. (the “Company”) is committed to conducting its business with integrity, transparency, and the highest ethical standards, in full compliance with all applicable laws and regulatory requirements relating to the prevention of corruption, bribery, and extortion.

1.2

Accordingly, this Policy has been prepared to facilitate the conduct of the Company’s business legally, ethically and with integrity. It is not intended to stop legitimate business activities so long as those activities comply with all applicable laws and with Epoch Digital Group’s internal policies.

2.1

“Company” refers to Epoch Digital Pte. Ltd., the ultimate holding company of Epoch Digital Group, and, where applicable, the relevant local employing entity that has entered into an Employment Agreement with the Employee (including Epoch DC Pte. Ltd. in Singapore), together with their related corporations, joint venture companies, affiliates, and subsidiaries (collectively, the “Epoch Digital Group”, the “Company”, or “we”).

2.2

“Employee” refers to any individual who has entered into an Employment Agreement with the Company.

2.3

“Management” means authorised individuals of Epoch Digital Group, including Employees of its parent or ultimate holding companies, who have executive decision-making authority.

2.4

“Compliance Officer” refers to the Human Resources (HR) Manager, responsible for overseeing and administering the Company’s Anti-Bribery and Corruption Policy, monitoring compliance, and escalating material issues to Management as appropriate.

3.1

Corruption occurs when a person directly or indirectly receives, asks for, offers or gives any gratification as an inducement or reward for another person to do a favour with a corrupt intent. Such favours may include unfair business advantages, sharing of confidential information and other special privileges or benefits (whether monetary or non-monetary).

3.2

A gratification (“Gratification”) may include but is not limited to the following:

• any bribe, kickback, or other corrupt payment;
• (money in all forms and however transmitted.  This includes cash and cash equivalents (e.g., shopping cards and gift cards), gift, loan, fee, reward, donation, commission, valuable security and interest in property;
• any office, employment (including unpaid internship) or contract;
• any payment, release, discharge or any loan, obligation or liability (whether in whole or in part);
• any other service, favour or advantage of any description; and
• any offer, undertaking or promise of any gratification within the meaning of paragraphs 3.2(i) to (v) above,

3.3

The Prevention of Corruption Act (Chapter 241 of Singapore) (the “Act”) makes it an offence for any person, by himself or together with any other person, to corruptly solicit or receive, give, promise or offer to any person any gratification as an inducement to or reward for any person, member, officer or servant of a public body doing or forbearing to do anything in respect of any matter of transaction whatsoever, actual or proposed.

3.4

The Act also has extraterritorial effect and will capture corrupt acts committed by Singapore citizens committed outside of Singapore, regardless of whether the corrupt acts have consequences within the borders of Singapore or not.

3.5

The Act also has extraterritorial effect and will capture corrupt acts committed by Singapore citizens committed outside of Singapore, regardless of whether the corrupt acts have consequences within the borders of Singapore or not.

3.6

The Penal Code also criminalises corrupt activities. In particular, the Penal Code makes it an offence for an Employee to falsify the books, records or accounts of a company in order to facilitate the payment of bribes.

4.1

Employees are prohibited from, and shall undertake not to do the following:

• to give, promise to give, or offer any Gratification (including a payment, gift or hospitality) to a third party, either directly or indirectly, with the expectation or hope that a business advantage will be received as a result, or to reward a business advantage already given;
• (to give, promise to give, or offer any Gratification (including payments, gifts or hospitality) to a government official, agent or representative, either directly or indirectly, with the expectation or hope that a business advantage will be received as a result, or to reward a business advantage already given. For the avoidance of doubt, such prohibited payments include facilitation payments intended to facilitate or expedite routine government action by a government official (commonly known as “grease payments”). As used in this Policy, the term “government official” includes directors and employees, at any level of seniority, of government-controlled or government-owned commercial entities);  
• to accept a Gratification (including a payment, gift or hospitality) from a third party if it is known or suspected by the Employee that such Gratification is offered or provided with an expectation that it will obtain a business advantage or a business advantage will be provided by the Employee or Epoch Digital Group in return;
• to threaten or retaliate against another Employee who has refused to commit a corruption offence or who has raised concerns under this Policy; and
• to engage in any activity that might lead to a breach of any applicable anti-corruption laws and/or this Policy.

4.2

Payments and other compensation to third parties should be accurately documented in Epoch Digital Group’s corporate books, records, and accounts in a timely manner and in reasonable detail. Such payments to be recorded include any commissions, service or consulting fees, expenditures for gifts, meals, travel and entertainment, and expenses for promotional activities. Proper records should include clear notation regarding the nature of each expense, identification of all recipients and/or participants, and/or the necessary approvals received for the expense and the accounts payable voucher.

4.3

Reciprocal agreements or any other forms of “quid pro quo” are not acceptable unless they are legitimate business arrangements, which are properly documented and approved by Management.

4.4

Employees should avoid any conduct that creates any appearance of improper activity or conduct.

4.5

The onus is on Employees to prevent, detect and report any forms of corruption or bribery.

4.6

Besides potential criminal and civil liabilities, Employees who are in breach of this Policy shall be subject to appropriate disciplinary action, which may extend to termination of employment.

5.1

As a general principle, Epoch Digital Group recognises that the exchange of business courtesies, such as modest gifts and hospitality (such as meals and entertainment), is common practice for various legitimate reasons, including to create goodwill, establish trust in relationships or to better present products or services.

5.2

As a general principle, Epoch Digital Group recognises that the exchange of business courtesies, such as modest gifts and hospitality (such as meals and entertainment), is common practice for various legitimate reasons, including to create goodwill, establish trust in relationships or to better present products or services.

5.3

Further and in particular, the giving or the receipt of gifts and hospitality:

• should be unsolicited;
• 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.  In this regard, such courtesies should be minimized or avoided altogether during the pendency of a transaction, tender or negotiation with the persons involved to avoid even the appearance of improper influence;
• should comply with the prohibitions and requirements of local law;
• is given in the name of the Company’s or its subsidiary (where applicable) and not in the Employee’s name;
• does not include cash or a cash equivalent;
• is appropriate in the circumstances and is in connection with legitimate business purposes (for e.g. the buying of meals during meetings or the giving of courtesy gifts during festive seasons);
• taking into account the reason for the gift, is of an appropriate type and value and given at an appropriate time and should not be lavish;
• is given openly and not secretly; and
• is not offered to, or accepted from government officials or representatives, or politician or political parties.

5.4

It is recognised that Employees or company departments within the Epoch Digital Group may receive gifts or business courtesies in the ordinary course of business. All such gifts, entertainment, hospitality, or any other business courtesies should be declared to the Compliance Officer, by way of a declaration form to ensure proper reporting and records.  If the gift, meal, entertainment or courtesy being provided is unreasonably high in value, lavish, or otherwise improper under the circumstances, the Employee should decline it and should report it to his/her immediate supervisor.

5.5

All such gifts, entertainment, hospitality, or any other business courtesies, given or received, should be declared regardless of their value.

5.6

The Gift, Entertainment and Hospitality Declaration Form set out at Appendix 1 should be used and submitted to the Compliance Officer.

6.1

A conflict of interest occurs when there is a clash between the Employee’s self-interest and professional interest. As a result, the impartiality and objectivity of an Employee’s professional judgment or actions will be undermined. Any such conflict of interest, whether actual or potential, must be declared.

6.2

All Employees are required to avoid circumstances that entail, or appear to entail, a conflict of interest between personal and professional relationships.

6.3

All Employees are prohibited from engaging directly or indirectly in any other employment or business, of any kind, without prior consent from the Management;

6.4

In the event that any Employee, the Employee’s immediate or extended family member, or someone whom the Employee has a close personal relationship with, has a considerable financial interest in a competitor, or business partner (including any customer/distributor or supplier), or potential business partner of Epoch Digital Group, that Employee must declare such relationship and financial interest.

6.5

The Conflict of Interest Declaration Form set out at Appendix 2 should be used and submitted to the Compliance Officer.

7.1

Employees or any companies under Epoch Digital Group should not make payments or contributions, whether in cash or in kind, to any political candidates, political officials or political parties.

7.2

Bribing a public official is a serious offence which carries severe penalties that can cause significant reputational damage to the Company and/or the Employee. Under the Act, there is a presumption of corruption for any Gratification paid to or given by a public official unless the contrary is proved; as such, no Employee or any companies under the Epoch Digital Group should make any payment or contributions, whether in cash or in kind, to any public official.

7.3

The Epoch Digital Group may not offer employment or internships to any former government official or to a member of a government official’s immediate family without prior written approval of the Compliance Officer.

7.4

In line with Epoch Digital Group’s corporate social responsibility policy, charitable contributions and donations are acceptable, whether or in-kind services, knowledge, time or direct financial contributions. However, Employees must ensure that charitable contributions or offers of employment are not used as a scheme to conceal corrupt acts or bribery. The Company will only make charitable donations that are legal and ethical under local laws and practices. No donation on behalf of Epoch Digital Group must be offered or made without the prior approval of the Management.

8.1

It is also common in many jurisdictions that the improper acts of Third Parties can create criminal liability for the entities for which those Third Parties work for or provide services to. As such, it is necessary for the Epoch Digital Group to ensure that all Third Parties that are engaged for the provision and/or supply of goods and services uphold the principles that are stated in this Policy.

8.2

The Epoch Digital Group may terminate its relationship with any Third Parties that deviate from the Company’s anti-corruption standards and expectations.

8.3

Employees who deal with Third Parties are responsible for taking reasonable precautions to ensure that the Third Parties conduct business ethically, are aware of our zero-tolerance approach to bribery and corruption and comply with anti-corruption laws. On a risk-sensitive basis (i.e. proportionate to the level of risk of bribery), all companies under the Epoch Digital Group should conduct an appropriate level of due diligence before engaging, hiring or contracting with Third Parties. Due diligence involves the investigation and evaluation of prospective Third Parties by way of background checks and research to assess the risk of their engaging in bribery and should particularly include consideration of the risk-based factors set out in paragraph 7.4 and the red flags set out in paragraph 8.1. below.

8.4

When considering the level of due diligence that should be performed on a Third Party, the following risk-based factors should be taken into account:

• the nature and structure of the transaction (certain types of transactions give rise to higher bribery risks, e.g., those involving government officials or those in high risk jurisdictions);
• the reputation and professional capacity and experience of the Third Party;
• the geographic location where transactions or services will be completed;
• any evidence or suggestion of an improper motive for hiring the Third Party; and
• whether there is information suggesting that the Third Party may engage another party to assist it in completing its work for any company under the Epoch Digital Group.

8.5

Arrangements with Third Parties should be subject to clear contractual terms with appropriate representations by the Third Party to comply with applicable laws relating to anti-bribery and anti-corruption, including the Act and/or any other anti-corruption laws in countries in which Epoch Digital Group operates or does business. Further, the services or products contemplated by the agreement should not be provided until a written contract with such terms is in place.

8.6

If a Third Party exhibits one of more of the red flags indicated in paragraph 8.1 below, or any other indication of improper behaviour which is contrary to this Policy, either before entering into a business relationship or while the business relationship is ongoing, the Employee(s) must report those issues to the Compliance Officer in accordance with the reporting procedure in paragraph 8.2 below.

9.1

Corruption may occur in various forms and Employees should be aware of the following “red flag” situations that may signify a generally higher risk of corruption or bribery, and hence may warrant increased caution and further checks:  

• where the third party has a reputation for accepting or demanding bribes, and/or has requested to make or receive a bribe;
• where the third party has been subject of previous enforcement action(s) for corruption-related offences;
• where the third party requests for unusual payments or financial arrangements (e.g. the third party requests to accept payments in cash or through a third party, refuses to sign a formal contract or to provide an invoice or receipt for the payments made and/or seeks to make or receive payment from or to a foreign country account other than the location of the party’s business);
• where the third party requests for payments to “overlook” potential legal or regulatory violations;  
• where you receive invoices which appear to be non-standard, or the payment request exceeds what is stated in the invoice, or the invoice indicates payment for a fee or commission which appear large given the services stated to have been provided;
• where the third party requests that the Company not report or disclose a particular activity or transaction;
• where the third party does not have offices or staff, or frequently moves locations;
• where the third party is a former government official and/or touts his/her close relationship with government officials;
• where the third party refuses to comply with or resists any agreement for compliance with anti-corruption laws and/or related contractual terms;
• where the third party requests that an agreement be backdated or altered in some way to falsify information;
• the fees to be paid to the third party are unusually large or disproportionate to the services or products to be rendered;
• where a third party demands lavish entertainment, hospitality or gifts before commencing or continuing contractual negotiations or provision of services; or
• where you are offered an unusually generous gift or lavish hospitality by a third party.

9.2

Employees may be subject to disciplinary action if they are aware of corruption involving themselves, other Employees or Third Parties and do not report it.

9.3

All reports of issues or misconduct will be treated as confidential, and every effort will be made to ensure that confidentiality maintained throughout the process to the extent permitted by the law.  Anonymous reporting is permitted.

9.4

No Employee acting in good faith will suffer adverse consequences for reporting or for refusing to engage in conduct contrary to this Policy. Any retaliation against any such Employee making a report or complaint in good faith is strictly prohibited and should be reported immediately. Allegations made frivolously, maliciously or for personal gain may result in disciplinary action against the complainant.

10.1

Employees should note that anti-corruption laws may vary from country to country and certain jurisdictions may have anti-corruption laws which prohibit a wider range of activities than that covered under the applicable laws in Singapore. As this Policy has been drafted taking into consideration only the applicable laws in Singapore, this Policy may not be exhaustive to cover all prohibited activities in other jurisdictions. Employees should at the minimum endeavour to comply with the guidelines set out in this Policy and where possible, apprise themselves of good practices adopted in the relevant jurisdiction.

10.2

Where applicable, Employees are required to observe and comply with the Act and/or any other applicable anti-corruption laws in countries in which Epoch Digital Group operates or does business. A summary of key provisions under the Act as well as general prohibitions under other relevant laws are set out in further detail in Appendix 3.

10.3

This Policy shall apply even in circumstances and in countries where the giving and receiving of bribes or such corrupt payments may be common local practice or custom. It is not a valid defence against a charge of corruption to show that the bribe in question is customary in any profession, trade, vocation or calling, industry, jurisdiction or country.

10.4

This Policy does not and cannot reasonably cover every situation that Employees may face in the course of their work. If any Employee is in doubt or has any questions relating to any of the provisions of this Policy, in particular on the propriety of the conduct or the manner of handling any transaction, the Employee should consult his/her immediate supervisor or the Compliance Officer.

10.5

This Policy should be read in conjunction with any other internal other policies governing Employee conduct, including the Employee Handbook or any other Company’s Policies.

10.6

To ensure this Policy is followed correctly, the compliance and/or internal audit departments may conduct unannounced audits. These audits may include the review of transaction files and financial records and random interviews with supervisory and other personnel. Full cooperation with those audits is required of all Employees.

10.7

This Policy is subject to regular review by the Company and may be revised periodically to ensure the robustness of this Policy and to reflect any changes in the Company’s operations or processes or the applicable laws and anti-bribery standards.