Business Ethics & Anti-Corruption Compliance Policy

Introduction

Abra Hospitality, Inc. (“Company”) is committed to maintaining the highest ethical standards in all its activities. The purpose of this Policy is to assist employees, officers and directors throughout the Company, and all of our business partners, in identifying anti-bribery and corruption related issues and in understanding and complying with applicable anti-bribery and anti-corruption standards.

We are committed to conducting our business with integrity and based upon ethical best practices and principles, including anti-bribery and anti-corruption compliance standards. The Company has zero tolerance for bribery and corruption. In addition to the need to follow the law, our rejection of bribery has important business benefits, including maintaining our corporate reputation and retaining the confidence of customers and third parties with whom we do business.

This policy outlines the organization's commitment to preventing fraud and corruption within the organization.

Definitions

Anything of Value - includes not only cash and cash equivalents, but also gifts, entertainment, accommodations, travel expenses, offers of employment and any other benefit of tangible or intangible value.

Bribery - the offering, promising, giving or receiving, "directly or indirectly", of "anything of value" to or from any (i) private or public organization or (ii) individual (including any "Government or Public Official"), to derive an inappropriate "business or other advantage" for the Company. This includes the offering, promising, giving or receiving improperly of anything of value with the intent to induce a person to perform their duties in connection with the Company's business. Bribery takes place the moment something of value is offered.

Business or Other Advantage - includes obtaining new business or gaining any other advantage in connection with the Company's activities, such as reduction in taxes, tolerance of non-compliance with applicable rules or other favors or preferential treatment.

Conflict of Interest - conflict between the private interests of an individual with the official responsibilities of a person in a position of trust, such as an employee, manager, supplier, vendor, public official. 

Corruption - the direct and indirect offer, promise, acceptance or solicitation in the conduct of the Company's business of anything of value or advantage as an inducement for an action which is illegal or a breach of trust.

Fraud - intentional distortion of truth in order to induce another to part with something of value or to surrender a legal right

Government Official - defined broadly and includes the following:

  • any elected or appointed official, officer, or employee of a government, whether at the national, state, or local levels (including members of the legislative, executive, and judicial branches of government, and low-level employees of government agencies, such as office workers); 

  • any individual who exercises a public function for a country, territory or agency; 

  • any executive, officer or employee of a government-owned or government-controlled business enterprise (such as a state-owned agricultural company, bank, or utility company); 

  • any officer or employee of certain public international organizations (such as the United Nations, the World Bank, or the International Monetary Fund); 

  • any political party and any officials thereof; 

  • any candidate for political office; 

  • members of a royal family; and 

  • any person acting in an official capacity for the entities described above (i.e., someone acting under a delegation of authority from these entities to carry out official responsibilities), including a private consultant who also holds a position with, or acts on behalf of, a government, a governmental agency or with a public international organization, or with an enterprise owned or controlled by a government.

Supplier - any company or organization or individual that provides goods and services to the Company. The definition of Supplier is to be interpreted broadly, and is meant to include subcontractors, service providers, agents, consultants and representatives.

Responsibilities

Employees are expected to adhere to a code of conduct that prohibits fraudulent and corrupt practices. Employees must notify their supervisor or the organization's compliance officer of any suspicions of fraudulent or corrupt activities. Management is responsible for ensuring that appropriate procedures are in place to prevent fraudulent and corrupt practices. Management must ensure that employees are trained on the policy and its implementation.

Company will have zero tolerance for offering, promising, paying or accepting any corrupt payment, benefit or inducement to any person, whether a Government or Public Official or an employee or agent of a customer, supplier or competitor.

Company will conduct reasonable anti-corruption due diligence in connection with acquisitions, the formation of joint ventures and the engagement of third parties. We will not proceed with any transaction or engagement until any concerns or issues relating to corruption have been fully and satisfactorily addressed.

Red Flags

Red Flags are facts or circumstances that raise a concern that a particular transaction, relationship or engagement involves a risk of bribery or corruption. A Red Flag is not definitive evidence of corruption but it requires that we conduct an inquiry to understand whether: (i) there are legitimate and credible explanations, (ii) there is no apparent legitimate explanation or (iii) the risk of corruption is confirmed and substantiated.

In all dealings with potential or current consultants or representatives, our customers or other third parties, Company directors, officers and employees must be conscious of any Red Flags that may be present or arise that suggest possible violations of anti-bribery and corruption standards. When a Red Flag is identified you must be sensitive to the risk of corruption it presents.

The following are examples that may suggest potential breaches of this Policy or represent common areas of corruption, compliance risks. If you become aware or suspicious of any Red Flags, including the following circumstances, you must immediately raise the issue with the Company's Compliance Officer or the legal advisor. Please note that the following list of Red Flags is not exhaustive.

  • Gifts and Business Entertainment

    • extravagant business entertainment, especially involving a Government or Public Official

    • cash and cash equivalents, which include vouchers and gift cards

    • gifts and entertainment during contract negotiations or government tender processes

    • excessive or lavish entertainment

    • gifts and entertainment to family members and friends

    • entertainment or hospitality where the host is not present

    • giving and accepting of gifts and entertainment on a frequent basis with the same third party

  • Potential Conflicts of Interest

    • having a direct or indirect commercial relationship with the Company;

    • using Company assets to advance private interests;   

    • making employment decisions based on a personal, rather than a business, basis;    

    • holding an office or directorship in a company that is in competition with the company, in which the Company has a commercial interest or which receives donations or sponsorships from the Company; or   

    • soliciting employment for a family member or close friend.

  • Accounting and Payments

    • payments made or offered in cash, including cash payments or per diems and reimbursements for travel and lodging related expenses, which are paid directly to the Government or Public Officials;   

    • inadequately documented payments or expenses;   

    • requests for unusual payment channels;   

    • excessive fees;

    • deceptive or inaccurate bookkeeping entries, or accounting procedures which would conceal the true nature of the expenses (e.g., entertainment recorded as a training expense); or   

    • the use of false documents and invoices.

Reporting and Investigating Allegations

It is the responsibility of the employee who observes or suspects a Red Flag to report the matter to their supervisor as well as the legal advisor or the Compliance Officer. An employee’s reports of any suspicions of fraudulent or corrupt activities are done without fear of retaliation. Reports can be made anonymously, if desired.

Company will establish an investigative team to investigate allegations of fraudulent or corrupt activities. We will take all concerns raised in good faith seriously, and we will investigate suspected misconduct fairly, consistently, confidentially and consistently. All directors, officers and employees of the Company are required to cooperate in such investigations, including providing access to data and devices used in the course of the Company’s business. The investigative team will collect evidence and take appropriate disciplinary action.

Disciplinary Actions

Failure to comply with this Policy may result in significant civil and criminal penalties against the Company and the individuals involved and is grounds for disciplinary action against such individuals. Employees who violate this policy will be subject to disciplinary action, up to and including termination of employment. Contractors and consultants who violate this policy may have their contracts terminated.

Review and Revision

This policy will be reviewed and revised as necessary to ensure that it remains effective and appropriate. The Compliance Officer will periodically assess the effectiveness of this Policy. These findings will be reported periodically to the Board of Directors.

Distribution and Training

This policy will be distributed to all employees and relevant third parties. The organization will provide training to employees on the policy and its implementation. By implementing this anti-fraud and anti-corruption policy, Abra Hospitality, Inc. aims to maintain the highest ethical standards and prevent fraudulent and corrupt practices within the organization.

Individuals are expected to be familiar with this Policy. If an individual is uncertain about whether a particular activity is improper, they are encouraged to ask questions about this Policy and other compliance related issues. Individuals should always feel free to direct any questions to their direct manager, the Compliance Officer legal advisor or corporate contact.