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Introduction

1.1.VE-Comedus is a company operating in the sustainable cultivation and distribution of vanilla products, which is subject to a wide variety of anti-bribery and corruption (“ABC”) obligations across the countries where it operates and where its’ supply chain partners have a presence. 

1.2.VE-Comedus is committed to complying with all of the obligations that apply to its business, as well as meeting the expectations of its’ stakeholders to operate in a legally compliant and ethical manner at all times and in all places. It is important to VE-Comedus that its operations across its’ supply chain and the conduct of individual employees, at all times, are in accordance with relevant laws and regulations, this policy and internationally recognised standards for ethical behaviour.  

1.3.          This policy sets out the core features of VE-Comedus’ approach to complying with its obligations and mitigating its risk exposure in relation to ABC.  Objectives  

1.4. As a company operating in the sustainable cultivation and distribution of vanilla products, VE-Comedus has set the following ABC objectives: 

(a)           To ensure compliance with all applicable anti-bribery and corruption laws and regulations; (b)               To strictly avoid any actual or potential occurrences of bribery or corruption; (c)             To protect VE-Comedus' reputation from any harm. 

Scope 

1.5.This policy applies to all employees, contractors, volunteers, executives, directors (internal stakeholders) of VE-Comedus, and to all entities and their personnel where VE-Comedus, directly or indirectly, effectively controls 50% or more of the shares and votes in the entity in question. It also applies to intermediaries, lobbyists, consultants and others who act on behalf of said companies (together “VE-Comedus stakeholders”). 

1.6.Where VE-Comedus outsources functions, activities or processes, the responsibility for identifying, assessing and managing ABC risk remains with VE-Comedus. The expectations for the management of compliance risk set out in this policy, apply equally to situations where outsourcing has been adopted. 

Definitions

Bribery 

1.7.Bribery occurs when an individual or organisation offers, promises, provides, receives or requests anything of value with the intention of improperly influencing – directly or indirectly – another person (public officials or private parties), including to obtain or retain business or any other advantage.  

1.8.Bribes can be given or received in many forms and do not necessarily involve payments of cash. Offers of employment, traineeships and back-to-back favours (i.e. one favour in exchange for another) are just some examples of other advantages that may be construed as bribes if offered or received with improper intent. Bribery may be either active or passive: 

1. Active Bribery – Offering, promising or providing an improper advantage with the intention of inducing or rewarding a person to improperly perform a function or activity. 
2. Passive Bribery – Accepting, requesting, receiving or agreeing to receive an improper advantage, for oneself or another, with the intention of inducing the improper performance of a function or activity, or where the acceptance would itself constitute such improper performance.

Corruption 

1.9.Corruption occurs when a person or organisation engages in offering, giving, receiving or soliciting something of value with the intention of, directly or indirectly, influencing a Public Official or private party for an improper purpose, including obtaining or retaining business or any business advantage.  

1.10.Typical corruption red flags are generally related to a fact or circumstance out of the ordinary which may be an indication of corruption and should merit further investigation and caution before proceeding. Typical examples of "red flags" are:  

1. Activities based in a country with a low score on Transparency International’s Corruption Perception Index (CPI). 
2. A business relation who requires that payment be made to a third party or in a country which has no connection to the transaction or operations, including tax heavens. 
3. A request for an usually large commission, success fee, or irregular payment structure or a request for reimbursement of poorly documented or questionable expenses. 
4. A business relation that refuses to adhere to the principles set out in the VE-comedus UG Code of Conduct or does not itself have ethical guidelines. 
5. A business relation who refuses to provide complete information or required disclosures. 
6. A business relation with a needlessly complicated corporate structure; or who makes use of shell or holding companies or a blind trust. 
7. A request for reimbursement of poorly documented or questionable expenses. 
8. A business relation facing financial difficulties. 
9. Credible reports of fraudulent behaviour. 

Facilitation Payments 

1.11.Facilitation Payments (also called “speed” or “grease” payments) are payments sought by or offered to public officials to expedite or effect routine services or administrative actions which the payer may already have a legal or other entitlement to , e.g. the return of a passport at an airport or faster handling of material through customs. Such payments are most often small but can also be substantial. Other examples include paying small amounts to officials to secure permission to leave or enter a country, to clear goods through customs, or to unload shipments within reasonable time (sometimes avoiding costly delays). Facilitation payments are normally cash payments, but could also involve other favours.  

Third Party Representatives 

1.12.A Third Party Representative is defined or described as any representative (individual or entity) that acts directly or indirectly on behalf of VE-Comedus towards public officials, customers, regulators or other decision-makers. Third Party Representatives may be consultants, joint venture partners, lobbyists, business agents, sales representatives, distributors, professionals (e.g., lawyers/accountants), brokers, visa handling agents or similar functions.   

Public Officials 

1.13.A Public Official is defined as (i) An employee, officer, or representative of, or any person otherwise acting in an official capacity for or on behalf of a government agency; (ii) a legislative, administrative, or judicial official; (iii) a candidate for political office; (iv) an individual who holds any other official, ceremonial, or other appointed or inherited position with a government agency; (v) an individual who exercises a public function for or on behalf of a country or territory or for any public agency or public enterprise of a country or territory, or (vi) employees of state-owned enterprises. 

Laws and Regulations

1.14.As an organisation trading internationally, VE-Comedus is subject to different laws, regulations and international anti-corruption treaties, prohibiting corruption of public officials and private parties. 

1.15.Applicable laws include laws with wide extraterritorial reach such as the United States Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act, as well as local anti-corruption and bribery legislation in each jurisdiction in which VE-Comedus operates. In addition to the laws of the country in which they are working, individuals are also subject to the anti-corruption legislation of the country/countries of which they hold nationality and/or residency. For guidance in this respect, employees should contact VE-Comedus’s legal and compliance lead.   

1.16.Regardless of the country/countries where business is conducted, employees and representatives of VE-Comedus are prohibited from paying or receiving bribes under any circumstances. In VE-Comedus, no one shall offer, authorise, or pay bribes (a bribe could include cash, but also anything else of value) to anyone. Particular caution should be taken with respect to any business partners and/or government officials, political candidates, political parties, customs officers and media, in order to obtain or retain business or secure any business advantage. 

Your Responsibilities

1.17.By accepting employment with VE-Comedus, employees must be familiar and comply with this policy at all times. Employees accept they shall not, either directly, indirectly or through a third party, offer or accept anything of value to influence their actions or decisions. It is also the responsibility of each employee to ensure they have read and understood this policy. 

1.18.Further, it is the responsibility of every VE-Comedus employee to be acquainted with applicable laws, including local laws, and to seek legal advice as needed. Specifically, all employees (and other VE-Comedus stakeholders acting on our behalf) are required to: 

1. Ensure that they understand and comply with this policy and all related policies and procedures. 
2. Comply with applicable laws, regulations and requirements in all relevant jurisdictions. 
3. Act in accordance with VE-Comedus’ philosophy of quality, effectiveness and fair price assurance. 
4. Proactively identify and report any actual or potential occurrences of bribery or corruption. 
5. Ensure all mandatory ABC training is completed within the required timeframes. 
6. Raise questions and report concerns to VE-Comedus senior management. 
   1. VE-Comedus will ensure that no employee will suffer demotion, penalty or other adverse consequence from VE-Comedus for refusing to pay bribes. 

Consequences of Breaching the Requirements of this Policy 

1. There are various potential consequences – for both VE-Comedus, employees and other stakeholders – of breaching the requirements of this policy and/or relevant anti-bribery legislation, including, but not limited to, the following: (a) Criminal penalties and fines; 
2. Civil penalties and fines; 
3. Significant reputational damage; 
4. Exclusion from competitive bidding processes in applicable jurisdictions; and
5. Non-compliance with contractual terms and conditions. 

ANTI-BRIBERY AND CORRUPTION AT VE-COMEDUS 

2.1.VE-Comedus has established a number of systems, processes and controls to prevent, identify, investigate and escalate any actual or potential occurrences of bribery and corruption. These include, but are not limited to the following: 

1. Commitment from the Senior Leadership Team and clear communication of expected behaviour; 
2. Regular and ongoing staff training initiatives in relation to ABC; 
3. Development of detailed procedures for key ABC risks such as gifts and hospitality and charitable donations; 
4. Clearly defined payment approval and procurement processes; 
5. Third party due diligence processes and facilitation of regular ABC risk assessments; 
6. Monitoring and oversight processes in place for high risk entities and individuals; and
7. A Speaking Up Procedure. 

Bribery and Corruption 

2.2.   VE-Comedus is committed to complying with all applicable anti-bribery and -corruption laws and has zero tolerance for any actions or behaviours which amount to, or could potentially be perceived as, bribery or corruption. 

2.3.VE-Comedus strictly prohibits internal and external stakeholders of the company from engaging in bribery or corruption in any of its business activities globally, and under all circumstances. 

2.4.This specifically means that direct or indirect bribery of any person is prohibited, including but not limited to Public Officials, commercial partners, government bodies, customs officers, media and political representatives.  

Facilitation payments

        2.5.   VE-Comedus has zero tolerance for facilitation payments. 

2.6.Facilitation payments may be challenging to deal with in practice, as the amount of the payment is frequently modest, whereas the consequences of not paying may be significant. Nonetheless, VE-Comedus does not distinguish between facilitation payments and other forms of bribery. Facilitation payments – like bribery – are therefore strictly prohibited.  

2.7.Unless the employee is the victim of extortion – where demands for facilitation payments are associated with expressed or perceived threats to health or life – there are no exemptions to make facilitation payments. You must contact your line manager immediately or as soon as possible to report a situation of extortion. 

2.8.Employees should never feel that they must handle such situations alone and are always able to contact legal and compliance for support in difficult situations. 

Use of Third Party Representatives 

2.9.The general rule is that VE-Comedus discourages the use of Third Party Representatives to act on behalf of VE-Comedus. Where such use is nonetheless deemed strictly necessary, the use of a Third Party Representative may exceptionally be approved, provided the process followed is in accordance with this policy (as outlined immediately below) and all other related policies and procedures.  

2.10.All hiring of Third Party Representatives requires the prior approval of the Chief Executive Officer Lord Charles Rouse following an assessment.  No work shall commence and no commitment may be given until approval has been given by the Chief Executive Officer and a contract of engagement has been signed. 

2.11.Before appointing a Third Party Representative, a pre-contractual investigation (including an integrity due diligence exercise in accordance with the Integrity Due Diligence Procedure) shall be carried out in order to confirm that the Third Party Representative meets VE-comedus UG requirements with respect to integrity and compliance, alongside financial solidity, and technical and commercial competences.

Gifts and Hospitality

2.12.VE-Comedus only permits gifts and hospitality when they are given or received in accordance with the following: Are of a nominal amount (<€50), without any intention of obtaining an improper business advantage and/or without placing the recipient under an obligation to return the favour; are recorded on the central Gift Register. Gifts above €50 can be given or received only with prior approval of the Chief Executive.  

2.13. Gifts and hospitality shall never be given or received during bid and tender processes by any party involved in such processes. 

2.14. In a tendering environment, attendance at social events must be ethically justifiable and not perceived to influence business decisions. The number 

of events a given employee may participate in should be considered on the basis of the employee’s function.  

2.15. Travel and hotel expenses shall never be paid for or by customers, partners, suppliers, subcontractors or any third parties. 

2.16.You may refer to this mandatory policy when declining a gift or hospitality, in order to avoid insulting the donor. It is important that all gifts and hospitality are given and received in an open and transparent manner.  Declined gifts/hospitality are also to be included on the Gift Register, referencing the third party organisation/contact. 

Charitable donations and sponsorships 

2.17.VE-Comedus only permits charitable donations and sponsorships where they are linked to a legitimate VE-Comedus business purpose, project or community engagement initiative and are consistent with VE-comedus UG philosophy. 

2.18.There shall be no personal conflict involved in the decision to sponsor an organisation, event etc. In situations where a conflict of interest exists, the conflicted individual shall withdraw from any associated decision-making process. 

Political and religious donations 

2.19.VE-Comedus does not permit political or religious donations which use VE-Comedus funds, or are made on behalf of VE-Comedus, under any circumstances. 

2.20.Employees may choose to participate in political or religious activities in their own personal capacity, so long as they do not use any resources that are the property of VE-Comedus for these activities, nor claim to represent VE-Comedus in any official capacity at such activities. 

Conflicts of interest

2.21.Employees and other VE-Comedus stakeholders shall not participate in any transactions or other business arrangements on behalf of VE-Comedus where they directly or indirectly have, or could reasonably be perceived to have, a personal interest, financial or otherwise, or that could otherwise reasonably be determined to harm the reputation of VE-Comedus. 

Integrity Due Diligence

2.22.VE-Comedus requires an adequate due diligence process to be undertaken prior to entering into any new business relationship. Once a business relationship has been established, it shall be subject to ongoing monitoring of integrity risks for the duration of the relationship.  

2.23.The level and detail of such due diligence shall be determined based on a risk-based approach and in accordance with VE-Comedus Integrity Due Diligence Procedure. VE-Comedus may seek independent verification/certification of partners ESG standing through the Ecovadis platform, costs which are borne by the partner.  

Engaging with Public Officials and Political Engagement 

2.24. VE-Comedus acknowledges that for some internal and external stakeholders, engaging with Public Officials will be a required component of their roles and responsibilities. Any engagement with Public Officials must be in accordance with the Engaging with Public Officials Procedure. 

VE-Comedus only permits political engagements when it is conducted in a manner which is consistent with VE-Comedus's philosophy, our policies and applicable law. 

Roles and Responsibilities 

        3.1.    The following roles and responsibilities are relevant with regards to ABC processes and controls: 

Stakeholder

Key Responsibilities

Board

Oversees the management of ABC risk and holds senior leadership accountable for the effective implementation of ABC systems, processes and controls.

Senior Leadership

Actively promotes the importance, awareness and necessity of VE-Comedus's ABC systems, processes and controls

Compliance Officer

Communicates and drives implementation of ABC systems, processes and controls across VE-Comedus 

Investigates and prepares reporting to Senior Leadership and the Board on any significant breach of, or material deviation from this policy.

Legal

Provides legal advice on the interpretation of VE-Comedus's ABC obligations and relevant laws. Manages the organisation's response to regulatory action that may arise from a breach of compliance obligations or a failure to meet the expectations of regulators.

HR

Assists in the facilitation of investigations and provides independent advice to the Board and Senior Leadership Team on appropriate consequences where individuals have breached this policy.

SUPPORTING PROCESSES 

ABC Reporting 

4.1.All actual or potential ABC risks which are identified, disclosed or investigated will be reported as part of VE-Comedus's compliance reporting cycles, and escalated to the Board. Significant risks will be escalated between reporting cycles at the discretion of the Compliance Officer.  

        4.2.    This includes, but is not limited to the following: 

Name of Review/Report

Audience

Cadence

Description

Quarterly ABC Reporting

Senior Leadership

VE-Comedus Board

Quarterly

Quarterly report on ABC initiatives, risks, investigations and issues.

ABC Incident Report

Senior Leadership

VE-Comedus Board

As Required

Ad hoc report outlining the investigation and outcome in respect of any actual or potential incidents identified.

Record Keeping Requirements 

4.3.VE-Comedus expects all employees and other VE-Comedus stakeholders to maintain appropriate records of key decisions and transactions to help establish a transparent audit trail, in accordance with the record keeping processes. 

        4.4.   Specifically, VE-Comedus requires the following records to be maintained in relation to ABC: 

1. Books and records as outlined in any local legislation; 
2. Financial records, statements and general ledgers; 
3. Receipts, invoices, cash records and bank statements; 
4. Expense requests and approvals;
5. Contractual agreements and sale records; 
6. Meeting minutes and correspondence. 
7. Gift Register of all gifts given/received, whether accepted or declined

Compliance and Breach 

4.5.In the event that an actual or potential incident is identified, it will be investigated and escalated to determine if a breach has occurred. 

 4.6.Any breach of the requirements of this policy must be reported in accordance via the following mechanisms: 

• Raising the issue with your line manager; 
• Raising the issue with your local HR representative; or 
• Raising the issue with the Compliance Officer. 
  1. Please note that the above options are not listed in any particular order and you are free to report any matter directly to the Chief Executive Officer. 
  2. Alternatively, for any individuals who do not feel comfortable raising an issue through internal channels and wish to do so anonymously, they are able to raise the issue via VE-Comedus’sanonymous “Speak Up” online form. 
  3. Any breach of a VE-Comedus policy or procedure could result in the firm's disciplinary processes being invoked against the individuals responsible or involved, including immediate dismissal from employment and where appropriate notification to the local authorities. 

5 REVIEW

5.1.This policy will be reviewed annually and otherwise as required due to material changes in the internal and external environment within which VE-Comedus operates (including changes to regulatory requirements).  

        5.2.            Any material changes will be submitted for review and approval by VE-Comedus’s Board.   

DOCUMENT CONTROL AND REVISION HISTORY 

Document Name

Anti-Bribery and Corruption Policy

Version

1.0

Policy Owner: VE-comedus UG

Compliance Officer: Frau Uta Rouse

Approved By: Lord Charles G. Rouse of South Clifton

Chief Executive Officer

Publication Date

30/03/2024

Version Control

Date

Description

Change Summary

1.0

March 2024

First Version