Anti-Corruption Policy 

A. Introduction

1.LR Group Ltd. including its subsidiaries, its second tier subsidiaries and its related companies worldwide (hereinafter: the “Company”) are committed to the highest degree of business and ethical conduct while strictly maintaining integrity and ethicality.

Whilst doing so, the Company implements a strict policy of zero tolerance for any action by any of its employees or the relevant parties – whether juniors or seniors – that might be infected with any bribery or corruption whatsoever – wherever it operates.

2.As an outcome of this policy, the Company’s management voluntarily created this compliance policy in order to implement proper and adequate behavioral patterns for the purpose of ensuring the compliance of the Company and its entire employees and relevant entities – the Regional Managers (see definition below), directors, officers, consultants, representatives, contractors, suppliers, service providers, agents, lobbyists and the rest of its business colleagues (hereinafter: the “Relevant Parties”) – with all the relevant applicable laws, rules, regulations, norms and procedures (hereinafter: “The Applicable Laws”) as detailed in this policy below.

3.This policy is in addition to the Company’s ethical code, and it does not replace its provisions; and in addition to the specific compliance procedures which the Company performs with respect to specific projects vis-à-vis public authorities, insurance companies and relevant banks.

4.It is clarified that this policy has been prepared on the basis of the norms acceptable in local legislation in many countries around the world as well as on the basis of international norms. However, it does not refer to specific local legislation in the countries in which the Company operates and therefore in order to comply with local legislation a local lawyer should be consulted.

The Objectives of the Compliance Policy

5.This policy is designated to characterize and identify events, actions and circumstances which may raise a suspicion of corruption and bribery offences, including a specific identification of a request for bribery from a local or a foreign public official or of the bribery of a local or a foreign public official – and to guide the Company’s employees and the Relevant Parties about the handling of the aforementioned events– in any country in which the Company operates.

6.The policy will assist the Company’s employees and the Relevant Parties to act according to the relevant Applicable Laws with respect to the prevention of offenses of corruption in general and bribery of local and foreign public officials in particular (hereinafter: the “Relevant Legislation”).This, in accordance with the unique nature of the Company and the fields in which it operates, and in accordance with the relevant laws applicable in any of its countries of operation.

7.The policy is also designated to set clear standards of conduct in presence of public officials and to implement rules of reporting and monitoring.

8.As mentioned above, this compliance policy applies to every subsidiary or second tier subsidiary of the Company or related company worldwide.

Definitions

9.This compliance policy is applicable on all Company’s employees and its subsidiaries and second tier subsidiaries worldwide and on all the actions of the Relevant Parties on behalf of the Company, or the Company’s engagements therewith.

The Relevant Parties as defined above include the Company’s country and regional managers (hereinafter: the “Regional Managers”) who are not employed by the Company, but serve as its representatives and/or consultants in the countries in which it operates, and therefore act on its behalf.

10.“Public Official” in this policy – means any employee in the public service and any employee of a corporation or an organization which provides services to the public, as defined in the applicable law.

11.Special attention must be given to the fact that a public official is not necessarily only someone who is permanently employed by the State’s institutions, but also a person who works for the public by virtue of his specific job – such as private construction supervisors in a public project, engineers that were hired for supervision by a public institutions, contractors of local authorities, medical teams and any person who works on behalf of a corporation that provides services to the public – even if it is not necessarily any of the State’s institutions.

Thus, for the purpose of this policy, a public official shall be any of the following:

11.1 A clerk, an employee or an office holder in a political or governmental authority, including in any governmental office, national, regional or local department or any agency or operation that is owned or controlled by the aforementioned.

11.2 A clerk, an employee or an office holder in a political party and/or entity (including a candidate for a political position).

11.3 Employees of commercial entities which are fully or partially owned or controlled by the government.

11.4 Employees of organizations which are owned or controlled by the government, including non-profit organizations.

11.5 An office holder or an employee in an international public organization (such as the UN, the World Bank, the European Union, the World Trade Organization, NATO).

11.6 An office holder or an employee in an organization or an entity that provides services to the public.

11.7 An office holder or an employee in the court system and/or an arbitrator and/or related to a legal or a quasi-legal proceeding.

Zero Tolerance for Deviating from the Instructions of this Policy

12. The Company’s employees and all the Relevant Parties must know the rules that are detailed below and act according thereto and according to the provisions of this compliance policy.  The Company holds a policy of zero tolerance for any deviation from the provisions of the law and the provisions of this Compliance Policy.

13. The following is a summary of the rules of thumb for complying with the provisions of the law with respect to offenses of bribery and subsequently, the policy and the procedures of the Company regarding engagements with lobbyists, consultants, service providers, business colleagues, transaction facilitators, agents and Regional Managers; regarding the approval of business opportunities or new projects; regarding visits of public officials; regarding the giving of gifts, etc.

14. It is clarified, that the purpose of the rules of thumb presented below is to illustrate the provisions of the law on the daily activities and to highlight the relevant key rules, in order to ease the Company’s employees and the Relevant Parties.  These do not replace the demand for thorough acquaintance with the legal framework detailed above and acting according thereto, and they certainly do not replace professional consultation with the Compliance Officer in any case of a doubt.  Please note that according to many local laws, the non-knowledge of the law does not exempt one from criminal responsibility.

Rules of Thumb – Offenses of Bribery

15. As detailed above, all the Company’s employees, including its managers, directors and Regional Managers must absolutely avoid giving, offering or promising any consideration or benefit, in money or valuables, to public officials in any way whatsoever.

16. All the Company’s employees, including its managers, its directors and anyone who acts on its behalf as well as its Regional Managers must completely refrain from instructing, approving or allowing a third party to issue a prohibited payment on their behalf; or even pay to a third party while knowing or suspecting that the payment will most likely be improperly delivered to a foreign public official.

17. With respect thereto, avoidance from investigation is the same as full awareness.  The Company will not tolerate payments on the assumption of “he did not tell me and I did not ask”.  One must ask, verify and ensure that the payments to a third party, such as a licensing promoter are in amounts that justify his work, as will be clarified below, and that he is well aware of the Company’s policy that receipts that he received may not be used for transfer to another.

18. In addition, one must make sure and properly verify that every service provider with which the Company engages, such as consultants or lobbyists as well as all the Regional Managers, agents and business colleagues of the Company will be aware of the limitations of this Compliance Policy.

B. The Company’s Engagements with Relevant Parties

19. As detailed in this policy, the Company considers compliance with the law in the field of preventing bribery and corruption to be of great importance.  Thus, the Company demands that every business opportunity and every offer for engaging in the implementation of a new project (excluding public bids);

Any engagement of the Company with one of the Relevant Parties for promoting its businesses, which may have contact with public officials or public entities (including lobbyists, transaction facilitators and business colleagues, local agents and Regional Managers);

And any other engagement which may cause the violation of local laws for the prevention of corruption, the OECD Convention for Combating Bribery mentioned above, the FCPA or any relevant local law;

– will be managed and documented by the Legal Department in an organized manner, will be in a written agreement that will be approved in advance and will be subject to complying with the provisions of this Compliance Policy.

Zero Tolerance for Prohibited Payments

20. The Company will not agree to transfer any payment to a transaction facilitator in case a suspicion is raised that the payment or any part thereof may be given to a public official.

Payments for Lobbyists, Agents, Transaction Facilitators and Finders

21. Payments will be made by a bank transfer to the bank account which is registered in the name of the Relevant Entity in the branch that is located in the country in which the transaction facilitator resides or manages his businesses or in the country in which the relevant project takes place. 

22. Care must be taken to issue invoices and receipts which properly reflect the service.  Avoid issuing an invoice to an entity or a person that is not the service provider itself or a company owned by him.

23. Transfer of payments to Off Shore companies without a defined identity should be avoided if the relationship between such companies and the Relevant Entity is unclear.  In addition, transfer of payments to companies whose registered managers are director for hire should be avoided.  In any event of a doubt, detailed explanations must be obtained from the receiver of the payment which will be transferred to the perusal and the approval of the Compliance Officer prior to the payment.

24. In any event cash payments will not be made.

25. The payment amount will be explicitly and clearly stated in the contractual agreement with the transaction facilitator.  Any change in the payment amount, if any, will be explicitly written in the contractual agreement.

Documentation

26. Every document which describes an activity that was carried out by the transaction facilitators and every document which is relevant for payments that was given therefor, including documents of due diligence, the contractual agreement with the transaction facilitator and a signed declaration form for the prevention of corruption will be saved in the Company for a period of at least 7 years.

C. Policy and Procedures

Hospitality of Public Officials

27. In view of the possible consequences of violating the legislation for the prevention of bribery and corruption (as detailed in this policy), the Company holds an especially meticulous, strict and conservative policy with respect to the financing of business visits expenses (hereinafter: “Hospitality”)- including the financing of meals, travels, accommodation, entertainment and other expenses that are related to Hospitality in general and for (local and foreign) public officials in particular.

28. Any payment or benefit for a local public official, including expenses of Hospitality which are related to the visit of the public official in the Company’s facilities and in the projects that are carried out by the Company – are strictly forbidden.  Thus, for example, if a need arises for a joint meal with the public official in a restaurant, the Company’s employee or the party on its behalf who is responsible for the Hospitality will make sure that it is explained to the public official that he is prohibited from paying for him according to the Company’s procedures and will apologize for it.

29. Financing the Hospitality expenses of foreign public officials for private and personal needs which are unrelated to the Company’s business activities – is strictly forbidden.

Hospitality of Foreign Public Officials for Business Purposes

30. Hosting foreign public officials – locally and abroad will be only carried out for an essential purpose, such as familiarization with the Company’s facilities, meetings that can only be held by way of Hospitality, etc. 

31. The Hospitality must be done in a proportional and reasonable manner, and according to what is customary in visits of the relevant type.  Thus, for example, do not execute Hospitality of oversized delegations which include family members and assistants who are unnecessary for the direct promotion of the subject of the Hospitality.

Such Hospitality will only be executed if there is a real business need which requires such a visit and Hospitality for the purpose of fulfilling it.  As far as it is possible to avoid the Hospitality of a foreign public official and to fulfill the business need in another way – one must act as such.

In addition, as a general policy – do not invite to a business Hospitality as a reward for actions in the past or as an incentive for a future business activity.

Gifts

32. The Company has a severe and strict policy with respect to giving gifts to local and foreign public officials.

33. Whilst doing so, the Company is also aware that in certain places, giving, replacing and receiving a humble gift (for example, a gift which reflects the local culture or history or a humble souvenir which carries the logo of the giver) are a matter of manners and customs which constitute a sign of friendship and are not interpreted as a gift which is designated to affect business decisions.

34. In accordance therewith, the rules which are included in this chapter were formulated and one must literally follow them. Any deviation from these rules requires prior written approval, specifying the special reasons to be recorded, by the Compliance Officer and the Company’s Legal Department. 

35. Each present for a public official must be seriously considered, and receive the prior written approval of the Compliance Officer, and meet the following conditions:

35.1 To be given in good faith and without any connection to a business objective;

35.2 To be given in good faith and without any extraneous considerations, including the desire to somehow influence the receiver of the gift or the expectation for reciprocity and for receiving gifts in the future;

35.3 To be given in a visible manner;

35.4 To be reasonable, proportional and acceptable under the circumstances of the matter;

35.5 To be of a moderate value, preferably symbolic (all the more so not to be overly generous, fancy or “extravagant”);

35.6 To be given in accordance with the accepted professional standards of gifts of the one given by the office holder or employees in international corporations such as the Company.

35.7 To be given as part of the overall policy of the Company and not exceptionally to the public official; for example, as far as the Company gives a uniform holiday gift to employees in a specific project, an identical gift can also be transferred to additional parties that are inherently involved in the project and that are not the Company’s employees, and subject to the limitations that are stated here.

35.8 A gift can never be in cash or in another payment method.

36. Any gift given to a public official will be documented in writing.  The documentation will include details about the receiver of the gift, the gift, the time and date on which the gift was given, and the context in which it was given (if relevant); and it will be kept for a period of at least 7 years by the Legal Department.

37. As a general policy – one should completely avoid giving gifts as a reward for past actions or as an incentive for a future business activity.

Receiving gifts

38. Receiving any gift by an employee or the Company’s representative is only allowed when it is a modest and reasonable gift under the circumstances of the matter.  The gift must be given in a visible and transparent manner, and the receiver of the gift is obligated to report it to the Company’s Legal Department. 

Donations

39. Generally, the Company supports as a community-related and social policy, donating to and assisting the community.  Nevertheless, in order to prevent the possibility for the allegation that a donation – even if it was given for a proper purpose – was given as a benefit to a public official, the Company’s donations will be subject to the following principles (and without derogating from the procedures that exist in the Company):

39.1 No donation will be made when the subject of the donation is intended to glorify the name or the activity of a public official.

39.2 No donation will be made when there is a connection between the receiver of the donation and the public official– directly or indirectly.  In case there is insufficient clarity regarding the purpose of donation, written explanations should be requested from the receiver of the donation regarding the designation of the money.

39.3 Any donation for public purposes will be approved in advance and in writing by the Compliance Officer before it was given.

39.4 Any donation will be documented in the list of donations that will be managed in the Company.

The Exposure of the Company and its Employees to Sanctions 

40. The non-compliance of the Company, any of its employees, its consultants, its representatives, its regional managers or third parties which act in on behalf of the Company, with the prohibitions and the relevant legislation as were detailed above may cause significant and severe consequences for it and for its employees, consultants, representatives and Regional Managers as detailed below, including the Company’s exposure to criminal indictments and heavy fines, and including the exposure of its employees, consultants, representatives and its regional managers.

41. Alongside the criminal sanctions, violating any of the provisions of this compliance policy will be an offense of discipline including all its implications and it will result in disciplinary proceedings against the violator.

Accurate Documentation and Management of the Books of Account

42. The Company will ensure accurate bookkeeping which will reflect with reasonable details the Company’s transactions and assets, while ensuring compliance with all the relevant legal provisions regarding the documentation and the reporting of accounts and transactions.

43. A Company’s employee or the relevant party on its behalf will save any documentation of any transaction for which he is responsible on behalf of the Company. 

The documentation will be entered into the Company’s books of account in a manner that accurately and reliably reflects the details of the transactions as follows:

43.1 The Company’s records must ensure that all the financial transactions are properly recognized;

43.2 The transactions must be entered in real-time;

43.3 Everything must be accurately entered while including the accurate amount, the relevant period and accounting classification; accurately reflecting the nature and the purpose of the transaction; and including any additional information which may be relevant and which may result in a better and more complete understanding of the transaction.

44. It will be clarified that the requirement to enter the transaction is not subject to a specific amount, and it must identically apply to all transactions.

Zero Tolerance for “Out-of-Books” Transactions or for Inaccurate Documentation

45. Cash payments and/or payments which are not issued against a receipt in accordance with the applicable law in the place of payment must be avoided.

46. The bank transfers must be carried out directly to the bank accounts of the person or the relevant legal entity that are entitled to receive the payment.  It is strictly prohibited to make bank transfers to third party accounts or to numbered bank accounts.

47. “Out of book” accounts must not be managed to allow or disguise improper payments.

Whilst doing so, no “secret” or “hidden” accounts should be managed;

Do not label funds or transactions as “miscellaneous” without any suitable explanation;

Do not write down fictive expenses;

Do not write down exceptional transactions without a real and legitimate purpose;

Do not approve or issue a payment out of the purpose or the understanding that part thereof will be used for an improper or illegal purpose which is not mentioned in the document that backs up the payment;

Do not write down liabilities or transactions with wrong details of identification;

Do not prepare an inaccurate documentation of a transaction or a payment (for example, the documentation of a payment as an “overhead expense” while it is actually the payment of a commission);

Do not manage a fund, an asset or the company’s money without documentation (such as the management of a “secret fund” or the management of a petty cash without documentation);

Do not manage bank accounts which are registered in the name of private people and the company’s money must not be deposited therein;

As a rule – the documentation must reliably and accurately reflect the transactions to which they relate and on which they report.

48. It will emphasized, that mails, texts and other correspondences must not be intentionally deleted other than by way of clearing current information to the archives;  to the extent that the Compliance Officer or the representative of the Legal Department so requests, full documentation of all the aforementioned correspondences must be transferred for their perusal.

49. It will be also emphasized that after registration and documentation were carried out, it is strictly prohibited to change or to delete them.

Documents Retention

50. All the documents which are mentioned in this policy, including all the contractual agreements with the relevant parties, due diligence reports and the questionnaires attached thereto, and declaration forms for the prevention of corruption will be transferred to the Compliance Officer and will be kept by the Company’s Legal Department.

51. The Company’s books of accounts including all the accounting records; the documentations of the internal audits; internal reports including reports of inquiry; the due diligence; authorizing Hospitality, travels and gifts for public officials; authorizing contributions and the rest of the documents which are mentioned in this policy must be kept for a period of at least 7 years, as required by law.