Anti-Bribery, Corruption and Competition Law Policy

1. Definitions

In this policy “we”, 'us”, and “the Company” mean Genius Energy Lab Limited

“Bribe” means an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage; “to Bribe” and “Bribery” are construed accordingly.

“Relevant Person” means any individual (whether an officer of employee of the Company, or a temporary worker, contractor or consultant providing services to or on behalf of the Company) or any corporate entity who performs functions for or on behalf of the Company.

2. Introduction

One of Genius Energy Lab’s core values is to uphold responsible and fair business practice. It is committed to promoting and maintaining the highest level of ethical standards in relation to all of its business activities. Its reputation for maintaining lawful business practices is of paramount importance and this Policy is designed to preserve these values. Genius Energy Lab Limited therefore has a zero tolerance policy towards bribery, corruption and anti - competitive behaviour and are committed to complying with the Bribery Act 2010, the Competition Act 1998, the Enterprise Act 2002 and all other applicable legislation and is committed to acting fairly and with integrity in all of its business dealings and relationships and to implementing and enforcing effective systems to counter bribery. This policy applies to all employees, directors, contractors, consultants and anyone acting on behalf of the Company.

3. Purpose and scope of this policy

This Policy sets out the steps all of us must take to prevent bribery and corruption in our business and to comply with relevant legislation. It is aimed at:

• ensuring compliance with anti-bribery laws, rules and regulations, not just within the UK but in any other country within which Genius Energy Lab Limited may carry out its business or in relation to which its business may be connected;
• enabling any Relevant Person to understand the risks associated with bribery and to encourage them to be vigilant and effectively recognise, prevent and report any wrongdoing, whether by themselves or others;
• providing suitable and secure reporting and communication channels and ensuring that any information that is reported is properly and effectively dealt with;
• creating and maintaining a rigorous and effective framework for dealing with any suspected instances of bribery or corruption. All Relevant Persons are expected to adhere to the principles set out in this Policy.

4. The Bribery Act 2010

The Bribery Act 2010 (the Bribery Act) came into force on 1 July 2011. The Bribery Act affects Genius Energy Lab Limited in its business relations anywhere in the world.

Under the Bribery Act it is an offence to:

1. bribe a person i.e. to offer, promise or give a financial or other advantage to another person, whether within the UK or abroad, with the intention of inducing or rewarding improper conduct;
2. receive a Bribe i.e. to request, agree to receive or accept a financial or other advantage for or in relation to improper conduct;
3. bribe a foreign public official; and
4. fail to prevent Bribery.

The Company is committed to ensuring compliance with the Bribery Act 2010 by:

• Providing this policy to all employees during induction and annually thereafter.
• Requiring employees to review and acknowledge the policy annually through the Atlas online platform.
• Maintaining a Gifts and Hospitality Register.
• Requiring accurate financial and business records.
• Reviewing this policy and associated procedures annually.
• Investigating all reported concerns promptly and fairly.

5. Compliance with Competition Law

The Company is committed to complying with UK competition law.

Employees must not:

• Discuss pricing, costs, customers, markets or commercially sensitive information with competitors.
• Agree prices or discounts with competitors.
• Agree to divide customers, markets or territories.
• Coordinate or influence tender submissions with competitors.

All quotations and tenders must be prepared independently and competitively.

6. Detecting and Preventing Bribery and Anti-Competitive Behaviour

To reduce the risk of bribery, corruption and anti-competitive behaviour, Genius Energy Lab Limited will:

• Promote a culture of honesty and ethical behaviour.
• Require employees to complete annual policy acknowledgement through Atlas.
• Review company procedures annually against the requirements of the Bribery Act 2010 and applicable competition law.
• Maintain appropriate business records.
• Maintain a Gifts and Hospitality Register.
• Encourage employees to report any concerns immediately.

7. Fraud and Malpractice

Genius Energy Lab Limited has a zero-tolerance approach to fraud and malpractice.

The Company maintains appropriate financial controls, accurate financial and business records, management oversight, approval procedures and appropriate due diligence to reduce the risk of fraud and malpractice.

Any suspected fraud or malpractice must be reported immediately in accordance with the reporting procedure set out in this policy.

All reports of suspected fraud or malpractice will be investigated promptly and fairly. Where appropriate, disciplinary, contractual or legal action will be taken.

8. Gifts and Hospitality

Reasonable business gifts and hospitality may be accepted or offered where they are lawful, proportionate and cannot reasonably be regarded as influencing a business decision.

All gifts and hospitality must comply with Company procedures and be recorded in the Gifts and Hospitality Register where required.

Facilitation payments are prohibited.

Political donations are not permitted on behalf of the Company.

Charitable donations must be approved by management and must never be used to obtain an improper business advantage.

9. Reporting and Investigation

Every employee has a responsibility to prevent, detect and report suspected bribery, corruption or anti-competitive behaviour.

The Company's designated Anti-Bribery and Compliance Officer is Richard Davis, CEO. All concerns relating to bribery, corruption or anti-competitive behaviour must be reported to him immediately.

Reports may be made confidentially and employees who raise genuine concerns in good faith will not suffer retaliation.

All reports of suspected bribery, corruption or anti-competitive behaviour will be investigated promptly and fairly.

Investigations will be led by Richard Davis, CEO, who will:

• Review all available evidence.
• Maintain confidentiality where appropriate.
• Determine whether further action is required.
• Implement corrective actions where necessary.
• Record the outcome of the investigation.

Where appropriate, external legal or regulatory advice may be sought.

10. Responsibilities

All employees are responsible for:

• Complying with this policy.
• Completing annual policy acknowledgement.
• Acting honestly and with integrity.
• Reporting suspected wrongdoing immediately.

Richard Davis, CEO, is responsible for:

• Implementing this policy.
• Monitoring compliance.
• Investigating reported concerns.
• Reviewing Company procedures against the Bribery Act 2010 and Competition Law.
• Conducting the annual review of this policy.

11. Monitoring and Review

This policy will be reviewed at least annually by Richard Davis, CEO, or sooner if there are significant legislative or organisational changes.

The review will consider:

• Compliance with the Bribery Act 2010.
• Compliance with UK Competition Law.
• Reported incidents.
• The effectiveness of existing controls.
• Opportunities for improvement.

Employees will be notified of any significant changes and will be required to acknowledge the updated policy through Atlas.

12. Breach of this Policy

Failure to comply with this policy may result in disciplinary action, including dismissal where appropriate.

Any contractor, consultant or third party found to have breached this policy may have their contract terminated.

Appendix A – Detailed Guidance and Procedures

A1. Risks of not acting with integrity

Involvement in Bribery or corruption carries many risks. Among them are:

• a company which pays or accepts Bribes is not in control of its business and is at risk of blackmail;
• if Genius Energy Lab Limited is found guilty of Bribery or even of failing to have adequate procedures in place to prevent Bribery, it will be subject to unlimited fines;
• any person found guilty of Bribery will be subject to fines and/or imprisonment of up to 10 years;
• a public exposure, or even allegation, of bribery would entail severe reputational damage. Genius Energy Lab Limited banking or supply facilities might be withdrawn or be available on much less favourable terms, and Genius Energy Lab Limited could be blacklisted as an approved tenderer for both public and private sector contracts;
• the cost of our insurance cover could increase very significantly; and good people will not want to work for us.

A2. Benefits of acting with integrity

Equally, there are very clear benefits to acting with propriety. These include:

• we increase our chances of being selected as a supplier in both the public and private sectors;
• we remain in good standing with our banks and our own suppliers and they will want to keep doing business with us;
• a business with high ethical standards is a good place to work

A3. Policy statement

All Relevant Persons and Associated Persons are required at all times:

• not to commit an offence listed above at section 4 or any other offence;
• to comply with the Bribery Act
• to act honestly, responsibly and with integrity;
• to safeguard and uphold the Genius Energy Lab Limited core values by operating in an ethical, professional and lawful manner at all times. Bribery of any kind is strictly prohibited. Under no circumstances should any provision be made, money set aside or accounts created for the purposes of facilitating the payment or receipt of a Bribe. All Relevant Persons and all Associated Persons are expected to adhere strictly at all times to the guidelines set out in this Policy. If you are in doubt as to what might amount to bribery or what might constitute a breach of this Policy, refer the matter to your line manager.

A4. Gifts and Hospitality

This Policy covers the offer or receipt of gifts, hospitality or expenses to ensure that any legitimate expenditure is recorded and does not improperly affect the outcome of procurement, application or any other business transaction.

1. Genius Energy Lab Limited forbids any Relevant Person from soliciting any gift or hospitality in the course of his/her employment or engagement with Genius Energy Lab Limited or, if a corporate entity, for the duration of any contract between that corporate entity and Genius Energy Lab Limited
2. Genius Energy Lab Limited forbids any Relevant Person from offering or receiving from any person or organization who has had, has or may have any influence over the business of Genius Energy Lab Limited:
   (a) a personal or corporate gift to a value in excess of £100; (gifts must never be cash, or cash equivalent)
   (b) hospitality to a value in excess of £250
   (c) complementary GSHP system designs to a value in excess of £750
   (d) a charitable donation on behalf of the company in excess of £500 (all charitable donations must be authorised by a director and recorded in the register of gifts)
3. Genius Energy Lab Limited forbids any officer, employee, temporary worker or contractor of Genius Energy Lab Limited from offering or receiving any gift or hospitality which is in breach of relevant law.
4. Genius Energy Lab Limited forbids any Relevant Person either directly or indirectly from making an offer of, or making a donation to any political, charitable or not for profit organisation in the course of his/her employment or engagement with Genius Energy Lab Limited or, if a corporate entity, for the duration of any contract between that corporate entity and Genius Energy Lab Limited as a way to obtain an advantage in a business transaction.
5. Genius Energy Lab Limited may exercise its discretion to permit gifts or hospitality which exceeds the threshold limits in paragraph 2
6. All Relevant Persons must enter details of all gifts and hospitality made or received which are permitted by paragraphs 2, 4 and 5, onto the Central Register of Gifts. The Central Register of Gifts is reviewed and monitored by the CEO and the management of Genius Energy Lab Limited and will be audited.

A5. Facilitation payments

Any payment or gift to a public official or other person to secure or accelerate the prompt or proper performance of a routine government procedure or process, otherwise known as a “facilitation payment”, is also strictly prohibited. Facilitation payments are not commonly paid in the UK but they are common in some other jurisdictions.

A6. What are the indicators of bribery?

Common indicators of corruption include those listed below. There may well be others. For example:

• payments are for abnormal amounts (e.g. commission), or made in an unusual way, eg what would normally be a single payments is made in stages, through a bank account never previously used, or in a currency or via a country which has no connection with the transaction;
• process is bypassed for approval or sign-off of terms or submission of tender documents, payments, or other commercial matters; those whose job it is to monitor commercial processes may be prevented from or hindered in doing so;
• individuals are secretive about certain matters or relationships and/or insist on dealing with them personally. They may make trips at short notice without explanation, or have a more lavish lifestyle than expected;
• decisions are taken for which there is no clear rationale;
• records are incomplete or missing.

A7. Political contributions

You should be aware that such contributions can be (or be seen as) Bribes in disguise. We do not make donations to political parties. No individual is to make a donation stated to be, or which could be taken to be, on our behalf without the prior approval of Genius Energy Lab Limited You may, of course, make political donations in a personal capacity but please be sensitive to how such contributions could be perceived, especially by those who are aware of your connection with Genius Energy Lab Limited

A8. Charitable donations

Bribes may even be disguised as charitable donations. Again, for that reason, donations we make are approved by resolution of Genius Energy Lab Limited and recorded. Whilst individuals may of course make personal donations to charity, they should not do so on behalf of Genius Energy Lab Limited without prior approval from Genius Energy Lab Limited

A9. Local circumstances

We understand that different parts of the world have different social and cultural customs. This does not affect our position that we do not pay or accept bribes or act corruptly: we do not and will not. However, subject to that position, we understand the need to be sensitive to local customs. For example, there are cultures in which refusing (or even failing to offer) a gift is considered impolite, and could alienate a key contact. In such cases, please refer to Genius Energy Lab Limited CEO for further advice

A10. Exceptional circumstances

In some circumstances a payment is justifiable. If one of our people is faced with a threat to his or her personal safety or that of another person if a payment is not made, they should pay it without fear of recrimination. In such cases, however, Genius Energy Lab Limited must be contacted as soon as possible, and the payment and the circumstances in which it was made must be fully documented and reported to all Directors of Genius Energy Lab Limited within 5 working days.

Such cases will be rare. All Relevant Persons visiting regions where they are more common should familiarise themselves, prior to travel, with current guidance relating to those countries. For general information on travelling to a particular country, please consult the latest information from the Foreign and Commonwealth Office.

A11. Responsibility to report and the reporting procedure

All Relevant Persons are contractually required to take whatever reasonable steps are necessary to ensure compliance with this Policy and to prevent, detect and report any suspected Bribery or corruption. All Relevant Persons have a duty to prevent, detect and report any incident of Bribery and any potential risks of Bribery. If you know or suspect that any Relevant Person plans to offer, promise or give a Bribe or to request, agree to receive or accept a Bribe in connection with Genius Energy Lab Limited business, you must disclose this to your line manager as quickly as possible to allow appropriate action to be taken promptly.

Genius Energy Lab Limited is committed to taking appropriate action against Bribery and corruption. This may include either reporting the matter to an appropriate external government department, regulatory agency or the police and/or taking internal disciplinary action against relevant employees and/or terminating contracts with associated persons.

Genius Energy Lab Limited will keep your disclosure confidential during any investigation it undertakes to the extent that this is practical and appropriate in the circumstances. Genius Energy Lab Limited will support anyone who raises genuine concerns in good faith under this Policy, even if they turn out to be mistaken. Genius Energy Lab Limited is also committed to ensuring nobody suffers any detrimental treatment as a result of refusing to take part in bribery or corruption, or because of reporting in good faith their suspicion that an actual or potential bribery or corruption offence has taken place or may take place in the future or because they may assist in the investigation of an allegation of Bribery or corruption.

A12. Record keeping

All accounts, receipts, invoices and other documents and records relating to dealings with third parties must be prepared and maintained with strict accuracy and completeness. No accounts must be kept “off the record” to facilitate or conceal improper payments.

A13. Monitoring compliance

Genius Energy Lab Limited CEO has primary responsibility for ensuring compliance with this Policy and will review its contents on a regular basis. S/he will be responsible for monitoring its effectiveness and will provide regular reports in this regard to The Chief Executive Officer who have overall responsibility for ensuring this Policy complies with Genius Energy Lab Limited legal and ethical obligations.

A14. Sanctions for breach of this Policy

A breach of any of the provisions of this Policy by any Relevant Person who is an officer or employee of Genius Energy Lab Limited will constitute a disciplinary offence and will be dealt with in accordance with Genius Energy Lab Limited disciplinary procedure. Depending on the gravity of the offence, it may be treated as gross misconduct and could render the officer or employee liable to summary dismissal.

Breach of this policy by any Relevant Person who is a temporary worker, contractor or consultant providing his/ her services to Genius Energy Lab Limited may lead to the immediate termination of that temporary worker’s, contractor’s or consultant’s engagement by Genius Energy Lab Limited

Breach of this policy by any Relevant Person which is a corporate entity could lead to the suspension or termination of any relevant contract, sub-contract or other agreement between the corporate entity and Genius Energy Lab Limited