Corruption and Bribery Policy

Introduction and Purpose

Unique is committed to conducting business ethically, with integrity, and in compliance with all applicable anti-corruption and anti-bribery laws and regulations worldwide. This policy establishes our zero-tolerance approach to bribery and corruption and provides guidance on recognizing and addressing corruption risks in our business operations.

This Anti-Corruption and Bribery Policy reinforces our commitment to ethical business practices as outlined in our Code of Conduct and other company policies. It establishes clear standards and procedures to prevent, detect, and address corrupt practices within our sphere of influence.

Scope and Application

This policy applies to all Unique employees, directors, officers, contractors, temporary workers, consultants, and business partners acting on our behalf, regardless of location. It covers all business activities and transactions in all countries where we operate or conduct business.

Definitions

Bribery

Bribery is the offering, promising, giving, accepting, or soliciting of an advantage as an inducement for an action that is illegal, unethical, or a breach of trust. Inducements can take the form of gifts, loans, fees, rewards, or other advantages.

Corruption

Corruption is the abuse of entrusted power or position for private gain, including both financial benefit and non-financial advantages.

Public Official

Public officials include any officer, employee, or representative of a government, government-owned or government-controlled entity, political party, or public international organization, as well as candidates for political office.

Prohibited Conduct

Unique strictly prohibits all forms of bribery and corruption, including but not limited to:

Direct Financial Bribes

• Offering, promising, giving, or accepting cash payments to influence decisions
• Creating slush funds or off-book accounts for improper payments

Excessive Gifts or Entertainment

• Providing or accepting items or experiences of significant value offered to influence business decisions
• Offering travel, accommodations, or entertainment with no legitimate business purpose

Kickbacks

• Arrangements where a portion of a contract value is returned to an individual as a reward for securing business
• Undisclosed rebates or commissions to decision-makers

Facilitation Payments

• Small payments to government officials to expedite routine processes
• Exception: Payments explicitly permitted by local written law or in emergencies involving imminent threat to health or safety

Improper Donations

• Contributions to charities or causes connected to clients/officials to gain influence
• Political contributions made on behalf of the company to gain business advantage

Artificial Discounts

• Special pricing that benefits specific individuals rather than organizations
• Unauthorized rebates or price reductions

Fabricated or Inflated Invoices

• Billing practices designed to generate funds for improper payments
• Creating false or inaccurate documentation to conceal improper payments

Quid Pro Quo Arrangements

• "Something for something" deals that bypass normal business processes
• Exchanging favors that create conflicts of interest

Technology Industry Specific Prohibitions

• Software Licensing Manipulation: Providing special licensing terms in exchange for personal benefits
• Implementation Kickbacks: Accepting or offering payments from implementation partners shared with decision-makers
• Data Access Offers: Improper sharing of data or access in exchange for benefits
• Testing or Certification Shortcuts: Bypassing required security or quality processes
• Artificial AI Preference: Favoring specific AI solutions based on improper incentives rather than merit

Red Flags and Warning Signs

Employees should be alert to the following corruption warning signs:

Unusual Payment Methods

• Requests for cash, payments to third parties, or transactions in different countries
• Payments to offshore or shell companies
• Requests to structure payments to avoid reporting requirements

Contract Anomalies

• Vague service descriptions, unusually high fees, or unnecessary intermediaries
• Contracts missing standard compliance terms
• Last-minute changes to agreements without clear justification

Pressure to Bypass Procedures

• Requests to skip due diligence, documentation, or approval steps
• Urgency that cannot be reasonably explained

Suspicious Timing

• Unusually rapid approvals or decisions following meetings or entertainment
• Contract awards immediately after interactions with decision-makers

Third-party Concerns

• Partners who refuse to certify anti-corruption compliance or have reputation issues
• Intermediaries with no clear qualifications or expertise
• Third parties recommended by government officials

Unusual Business Practices

• Requests to backdate documents, create false records, or mischaracterize payments
• Refusal to put agreements in writing

Industry/Geographic Risk Factors

• Projects in countries with high corruption indexes or industries known for corruption issues
• Transactions in markets with a history of corruption

Conflicts of Interest

• Undisclosed relationships between decision-makers and beneficiaries of decisions
• Multiple roles or positions that create conflicting loyalties

Due Diligence and Risk Assessment

Business Partner Due Diligence

Unique will conduct risk-based due diligence on potential business partners based on our ISMS for Supplier Relationships.

Risk Assessment

Unique will regularly assess corruption risks in our operations based on our QMS Risk Register (ISO 9001).

Gifts, Hospitality, and Expenses

General Principles

• All gifts, hospitality, and expenses must:
  • Be reasonable and proportionate
  • Have a legitimate business purpose
  • Be transparent and properly recorded
  • Comply with local laws and recipient organization policies
  • Not create an appearance of impropriety

Specific Guidelines

• Gifts: Modest, infrequent, and preferably branded with company logo
• During sensitive periods like contract negotiations, extra caution is advised to avoid any perception of undue influence or favoritism
• Meals and Entertainment: Reasonable value, appropriate setting, and business purpose
• Travel and Accommodations: Direct business relevance, economy or business class only, reasonable duration

Books and Records

Unique will maintain detailed and accurate books and records that:

• Fairly reflect all transactions and disposition of assets
• Provide reasonable detail to ensure transparency
• Document the business purpose and approvals for all expenditures
• Comply with internal accounting controls
• Prohibit off-the-books accounts, inadequately identified transactions, or false entries

Reporting

Non-Retaliation

Unique strictly prohibits retaliation against anyone who:

• Reports suspected violations in good faith
• Refuses to participate in improper activities
• Cooperates in investigations

Investigation and Enforcement

Investigation Process

All reports will be:

• Acknowledged promptly
• Investigated by qualified personnel
• Conducted confidentially to the extent possible
• Documented appropriately
• Resolved with appropriate corrective actions

Disciplinary Actions

Violations of this policy may result in:

• Disciplinary action up to and including termination
• Termination of business relationships
• Referral to law enforcement authorities when appropriate
• Civil or criminal penalties for individuals and the company

Responsibilities

All Employees

• Understand and comply with this policy
• Report suspected violations
• Complete required training
• Seek guidance when uncertain about proper conduct

Managers

• Ensure team members understand and follow this policy
• Create an environment where employees feel comfortable raising concerns
• Monitor business activities for corruption risks
• Report potential violations promptly

Compliance and People & Culture

• Implement and oversee this policy
• Provide guidance and training
• Conduct due diligence and risk assessments
• Investigate reported concerns
• Monitor changing legal requirements and update the policy as needed

Governance and Oversight

Oversight of this Anti-Corruption and Bribery Policy is jointly managed by the Compliance Department and People & Culture.

Their responsibilities include:

• Policy implementation and monitoring
• Conducting risk assessments
• Approving high-risk transactions
• Overseeing investigations
• Reporting to senior leadership and the Board
• Recommending policy updates

Senior leadership will review anti-corruption compliance annually and incorporate findings into strategic planning and risk management.

Monitoring and Review

This policy will be reviewed annually to ensure its continued effectiveness, considering:

• Changes in applicable laws and regulations
• Developments in best practices
• Results of risk assessments
• Findings from investigations
• Feedback from employees and stakeholders