Anti-bribery and Corruption Policy

INTRODUCTION

Telegenisys Inc. is committed to conducting its business ethically and in compliance with all applicable laws and regulations, including the U.S. Foreign Corrupt Practices Act (FCPA), the United Kingdom Bribery Act (UKBA), and similar laws in other countries that prohibit improper payments to obtain a business advantage. This document describes Telegenisys Inc.’s Policy prohibiting bribery and other improper payments in the conduct of Telegenisys Inc. business operations and employee responsibilities for ensuring implementation of the Policy. Questions about the Policy or its applicability to circumstances should be directed to Henry J. Cobb, VPO.

POLICY OVERVIEW

Telegenisys Inc. strictly prohibits bribery or other improper payments in any of its business operations. This prohibition applies to all business activities, anywhere in the world, involving government officials, individuals, or other commercial enterprises. A bribe or improper payment to secure a business advantage is never acceptable. It can expose employees and Telegenisys Inc. to possible criminal prosecution, reputational harm, or other serious consequences. This Policy applies to everyone at Telegenisys Inc., including all officers, employees, agents, or intermediaries acting on Telegenisys Inc.’s behalf. Each officer and employee of Telegenisys Inc. has a personal responsibility and obligation to conduct Telegenisys Inc.’s business activities ethically and in compliance with all applicable laws based on the countries wherein Telegenisys Inc. does business. Failure to do so may result in disciplinary action, including dismissal.

Improper payments prohibited by this policy include bribes, kickbacks, excessive gifts or entertainment, or any other payment made or offered to obtain an undue business advantage. These payments should not be confused with reasonable and limited expenditures for gifts, business entertainment, and other legitimate activities directly related to the conduct of Telegenisys Inc.’s business.

Telegenisys Inc. has developed a comprehensive program for implementing this Policy through appropriate guidance, training, investigation, and oversight. Henry J. Cobb, VPO, has overall responsibility for the program, supported by the executive leadership of Telegenisys Inc. Henry J. Cobb, VPO, is responsible for giving advice on the interpretation and application of this policy supporting training and education, and responding to reported concerns. The Prohibition on bribery and other improper payments applies to all business activities but is particularly important when dealing with government officials. The U.S. Foreign Corrupt Practices Act and similar laws in other countries strictly prohibit improper payments to gain a business advantage and impose severe penalties for violations. The following summary is intended to provide personnel engaged in international activities with a basic familiarity with applicable rules so that inadvertent violations can be avoided and potential issues recognized in time to be addressed appropriately.

COMMON QUESTIONS ABOUT ANTI-BRIBERY LAWS

What do anti-bribery laws prohibit?

The FCPA, UKBA, and other anti-bribery laws make it unlawful to bribe a foreign official to gain an “improper business advantage.” An improper business advantage may involve efforts to obtain or retain business, as in the awarding of a government contract, but also can affect regulatory actions such as licensing or approvals. Examples of prohibited regulatory bribery include paying a foreign official to ignore an applicable customs requirement. A violation can occur even if an improper payment is only offered or promised and not made, it is made but fails to achieve the desired result, or the development benefits someone other than the giver (for example, directing business to a third party). Also, it does not matter that the foreign official may have suggested or demanded the bribe or that a company feels it is already entitled to government action.

Who is a “foreign official”?

A “foreign official” can be essentially anyone who exercises governmental authority. This includes any officer or employee of a foreign government department or agency, whether in the executive, legislative, or judicial branch of government, and whether at the national, state, or local level. Officials and employees of government-owned or controlled enterprises also are covered, as are private citizens who act in an official governmental capacity. Foreign official status often will be apparent, but not always. In some instances, individuals may not consider themselves officials or be treated by their governments but exercise authority that would make them a “foreign official” for anti-bribery laws. Personnel engaged in international activities are responsible under this Policy for inquiring whether a proposed action could involve a foreign official or an entity owned or controlled by a foreign government and should consult with Henry J. Cobb VPO, when questions about status arise.

What types of payments are prohibited?

The FCPA prohibits offering, promising, or giving “anything of value” to a foreign official to gain an improper business advantage. In addition to cash payments, “anything of value” may include:

• Gifts, entertainment, or other business promotional activities;
• Covering or reimbursing an official’s expenses;
• Offers of employment or other benefits to a family member or friend of a foreign official;
• Political party and candidate contributions;
• Charitable contributions and sponsorships.

Other less apparent items provided to a foreign official can also violate anti-bribery laws. Examples include in-kind contributions, investment opportunities, stock options or positions in joint ventures, and favorable or steered subcontracts. The prohibition applies whether an item would benefit the office directly or another person, such as a family member, friend, or business associate.

Under the law, Telegenisys Inc. and individual officials or employees may be held liable for improper payments by an agent or other intermediary if there is actual knowledge or reason to know that a bribe will be paid. Willful ignorance –not making reasonable inquiries when there are suspicious circumstances – is not a defense. It also does not matter whether the intermediary is subject to anti-bribery laws. All employees, therefore, must be alert to potential “red flags” in transactions with third parties.

Telegenisys Inc. and its affiliates must keep accurate books and records that reflect transactions and asset dispositions in reasonable detail, supported by a proper system of internal accounting controls. These requirements are implemented through Telegenisys Inc.’s standard accounting rules and procedures, which all personnel must follow without exception. Special care must be exercised when transactions may involve payments to foreign officials. Off-the-books accounts should never be used. Facilitation or other fees to foreign officials should be promptly reported and recorded adequately concerning purpose, amount, and other relevant factors. Requests for false invoices or payment of unusual, excessive, or inadequately described expenses must be rejected and promptly reported. Misleading, incomplete, or incorrect entries in Telegenisys Inc.’s books and records are never acceptable.

Telegenisys Inc. has established detailed standards and procedures for selecting, appointment, and monitoring agents, consultants, and other third parties. These standards and practices must be followed in all cases, with particular attention to “red flags” that may indicate possible legal or ethical violations. Due diligence ordinarily will include appropriate reference and background checks, written contract provisions that confirm a business partner’s responsibilities, and appropriate monitoring controls. Personnel working with agents and third parties should pay particular attention to unusual or suspicious circumstances that may indicate possible legal or ethical concerns, commonly referred to as “red flags.” The presence of red flags in a relationship or transaction requires greater scrutiny and implementation of safeguards to prevent and detect improper conduct. Appointment of an agent or third party requires prior approval by an appropriate senior manager, a description of the nature and scope of services provided in a written contract, and appropriate safeguards against potential violations of law or Telegenisys Inc. policy.

This Policy imposes on all personnel specific responsibilities and obligations that will be enforced through standard disciplinary measures and adequately reflected in personnel evaluations. All officers, employees, and agents are responsible for understanding and complying with the Policy relating to their jobs.

Every employee has an obligation to:

• Be familiar with applicable aspects of the Policy and communicate them to subordinates;
• Ask questions if the Policy or action required to take in a particular situation is unclear;
• Properly manage and monitor business activities conducted through third parties;
• Be alert to indications or evidence of possible wrongdoing; and
• Promptly report violations or suspected violations through appropriate channels.

Any employee with reason to believe that a violation of this Policy has occurred, or may occur, must promptly report this information to their supervisor, the next level of supervision, or directly to Henry J. Cobb, VPO. Alternatively, data may be written in confidence by calling 1-(707) 377-3799

Retaliation in any form against an employee who has, in good faith, reported a violation or possible violation of this Policy is strictly prohibited. Employees who violate this policy will be subject to disciplinary action, including dismissal. Violations can also result in prosecution by law enforcement authorities and severe criminal and civil penalties. When seeking guidance and reporting concerns, the following contacts and reporting options are available to you:

Email: sales@telegenisys.com
Phone: 1-(707) 377-3799