Sample Anti-Corruption Policy

V5.00 September 2020

The Company agrees to adopt an “Anti-Corruption Policy” as follows:

1. The Company should adopt policies and procedures that are reasonably designed to enable the company, its affiliated companies and its owners, directors, managers, officers and employees and agents to comply with all applicable anti-corruption laws and regulations for all jurisdictions in which the company does business including, without limitation, the U.S. Foreign Corrupt Practices Act, the UN Convention Against Corruption and the OECD Convention (collectively “Anti-corruption Laws”).

2. The Company should establish and maintain proper books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions of the Company and the Company’s assets.

3. The Company should establish and maintain a proper set of internal controls sufficient to provide reasonable assurances that transactions are executed and access to bank accounts is permitted only in accordance with the Company’s applicable policies and procedures and management’s authorization;

4. The Company must use only ethical, legitimate and legal business practices in the operation of its business and in promoting the company’s interests before government authorities.

5. Company personnel, representatives, agents, consultants and intermediaries may not:

(a) make any payment or transfer of value with the intent, purpose or effect of engaging in commercial bribery;

(b) facilitate or agree to kickbacks or other unlawful or improper means of obtaining or retaining business; or

(c) promise, offer or give to a government official, directly or indirectly, any money or anything else of value, to or for the benefit of the government official himself or herself or another person or entity, in order to induce or influence the government official to act or refrain from acting in the exercise of his or her official duties in relation to the business of the Company.

(d) engage in any other ‘Corrupt Practices’, ‘Fraudulent Practices’, ‘Coercive Practices’, ‘Collusive Practices’, and ‘Obstructive Practices’, of which the guidelines are clarified below:

Corrupt Practices

A “Corrupt Practice” is the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party.

Interpretation

(a) Corrupt practices are understood as kickbacks and bribery. The conduct in question must involve the use of improper means (such as bribery) to violate or derogate a duty owed by the recipient in order for the payor to obtain an undue advantage or to avoid an obligation. Antitrust, securities and other violations of law that are not of this nature are excluded from the definition of corrupt practices.

(b) It is acknowledged that foreign investment agreements, concessions and other types of contracts commonly require investors to make contributions for bona fide social development purposes or to provide funding for infrastructure unrelated to the project. Similarly, investors are often required or expected to make contributions to bona fide local charities. These practices are not viewed as Corrupt Practices for purposes of these definitions, so long as they are permitted under local law and fully disclosed in the payor’s books and records. Similarly, an investor will not be held liable for corrupt or fraudulent practices committed by entities that administer bona fide social development funds or charitable contributions.

(c) In the context of conduct between private parties, the offering, giving, receiving or soliciting of corporate hospitality and gifts that are customary by internationally-accepted industry standards shall not constitute corrupt practices unless the action violates applicable law.

(d) Payment by private sector persons of the reasonable travel and entertainment expenses of public officials that are consistent with existing practice under relevant law and international conventions will not be viewed as Corrupt Practices.

(e) The World Bank Group does not condone facilitation payments. For the purposes of implementation, the interpretation of “Corrupt Practices” relating to facilitation payments will take into account relevant law and international conventions pertaining to corruption.

Fraudulent Practices

A “Fraudulent Practice” is any action or omission, including misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation.

Interpretation

(a) An action, omission, or misrepresentation will be regarded as made recklessly if it is made with reckless indifference as to whether it is true or false. Mere inaccuracy in such information, committed through simple negligence, is not enough to constitute a “Fraudulent Practice” for purposes of this Partnership Agreement.

(b) Fraudulent Practices are intended to cover actions or omissions that are directed to or against a World Bank Group entity. It also covers Fraudulent Practices directed to or against a World Bank Group member country in connection with the award or implementation of a government contract or concession in a project financed by the World Bank Group. Frauds on other third parties are not condoned but are not specifically sanctioned in IFC, MIGA, or PRG operations. Similarly, other illegal behavior is not condoned, but will not be considered as a Fraudulent Practice for purposes of this Partnership Agreement.

Coercive Practices

A “Coercive Practice” is impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party.

Interpretation

(a) Coercive Practices are actions undertaken for the purpose of bid rigging or in connection with public procurement or government contracting or in furtherance of a Corrupt Practice or a Fraudulent Practice.

(b) Coercive Practices are threatened or actual illegal actions such as personal injury or abduction, damage to property, or injury to legally recognizable interests, in order to obtain an undue advantage or to avoid an obligation. It is not intended to cover hard bargaining, the exercise of legal or contractual remedies or litigation.

Coercive Practices

A “Collusive Practice” is an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party.

Interpretation

Collusive Practices are actions undertaken for the purpose of bid rigging or in connection with public procurement or government contracting or in furtherance of a Corrupt Practice or a Fraudulent Practice.

Obstructive Practices

An “Obstructive Practice” is (i) deliberately destroying, falsifying, altering or concealing of evidence material to the investigation or making of false statements to investigators, in order to materially impede a World Bank Group investigation into allegations of a corrupt, fraudulent, coercive or collusive practice, and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation, or (ii) acts intended to materially impede the exercise of IFC’s access to contractually required information in connection with a World Bank Group investigation into allegations of a corrupt, fraudulent, coercive or collusive practice.

Interpretation

Any action legally or otherwise properly taken by a party to maintain or preserve its regulatory, legal or constitutional rights such as the attorney-client privilege, regardless of whether such action had the effect of impeding an investigation, does not constitute an Obstructive Practice.

General Interpretation

A person should not be liable for actions taken by unrelated third parties unless the first party participated in the prohibited act in question.

Report Grievance

Capria Ventures and its related entities are committed to the the highest standards of ethics and strictly enforce a zero tolerance anti-corruption policy. Please report any suspicious activity to grievance@capria.vc. All reports will be treated with utmost urgency and resolved appropriately.