Anti-Bribery & Corruption Policy

1. Introduction

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We are committed to conducting business in an ethical and honest manner and is committed to implementing and enforcing systems that ensure all forms of bribery, corruption, and fraud are prevented.

Bribery and corruption harm legitimate business activities and are serious criminal offences. We have zero tolerance for bribery and corrupt activities. We are committed to acting professionally, fairly, and with integrity in all business dealings and relationships we build with our employees.

This Policy has been developed in order to facilitate the observance of all relevant anti-bribery and anti-corruption laws and regulations including, but not limited to, the South African Prevention and Combating of Corrupt Activities Act 2004 (as amended) and the United Nations Global Compact Business Principles and OECD recommendations regarding corruption.

The objective of this Policy is to:

1. reinforce our commitment to anti-corruption compliance;
2. sets out the minimum standards (South African Legislation, ILO conventions and recommendations, or any other relevant legislation that might be applicable) for the prevention of corruption;
3. provide the foundation for the development of procedures to manage our corruption risk.

2. Definitions

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The terms defined herein should be construed broadly to give effect to the letter and spirit of the Code.

“Associates” include, but are not limited to, family members, any Company or trust Covered Persons or their family have an interest in, or are a beneficiary of.

“Bribery” is the giving or receiving of money, a gift, loan, reward, favour, commission or entertainment or any other advantage, financial or otherwise as an improper inducement to do something that is dishonest, illegal, a breach of trust in the course of doing business or to gain an unfair or improper advantage.

“Business” includes all normal business transactions including, but not limited to, financial assistance, the acquisition, and disposal or leasing of assets and provision/receipt of services.

“Covered Person(s)” shall mean all directors, employees and officers of the Company, including temporary or contract employees.

“Government or Public Officials” shall mean individuals who hold a legislative, administrative or judicial position of any kind, whether appointed or elected and/or exercises a public function for or on behalf of a country or territory.

“Inspired Azure” or “the Company” shall mean/cover:

1. Inspired Azure Technologies (Pty) Ltd; and
2. Inspired Interfaces (Pty) Ltd; and
3. Inspired Training (Pty) Ltd; and
4. Inspired Energy Solutions (Pty) Ltd.

“Officers of the Company” shall mean any director or company secretaries of the Company.

“Third Party/Parties” shall mean suppliers, service providers and other business partners.

3. Who Must Comply

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This Policy is applicable to all Covered Persons and sets out the minimum standards of conduct applicable and should be read and applied in conjunction with the prevailing Company policies, codes and guidelines on related matters, including the Code of Conduct policy.

4. Policy Responsibility

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The custodian of the Policy is the Compliance Officer who shall be responsible for the administration, revision and interpretation of the Policy. We are committed to ensuring that its exposure to corrupt activity is subject to periodic risk assessments and Covered Persons are provided with training on this Policy.

5. What You Cannot Do

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We take a zero-tolerance approach to bribery and corruption and is committed to carrying out Business fairly, honestly and openly, and without improper influence. We do not, either directly or indirectly, through intermediaries or other third parties, solicit, receive, offer, promise or provide any financial or other advantage of material value or otherwise exercise improper influence in its dealings with other businesses, or with Government or Public Officials with the intention of obtaining any improper advantage in the conduct of its Business.

All Covered Persons are required to comply with this Policy and are responsible for ensuring that our business is undertaken with the utmost integrity with regard to the following matters:

1. Fraud and Extortion

   Fraud and extortion are criminal offences. We prohibit the direct or indirect demand for, or acceptance of, any advantage, through deception or otherwise, which is used for Covered Person or Company benefit.

2. Bribery

   We prohibit all forms of bribery whether or not the advantage, benefit or improper performance may have been offered or received indirectly, for example, via a customer, agent, intermediary or supplier. In circumstances where the payment of a bribe or similar is demanded under duress, whether paid or not, this must immediately be reported to the Compliance Officer.

6. Gifts and Hospitality

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We recognise that fostering good relationships with business partners is important to its continued success. The provision and receipt of modest gifts and entertainment, and the incurring of modest expenses, are acceptable in principle provided that they are reasonable and made transparently.

However, the provision or receipt of any gift or entertainment, or the incurring of any expenses, is not permitted where it is offered or received in exchange for a business or other improper benefit, creates any sense of “obligation”, influences business judgement or creates a conflict between Covered Persons personal interests and those of the Company or is otherwise illegal. Any activity that could be perceived as having any of the above effects is also prohibited.

Our business decisions and those of Third Parties must be made objectively and without influence by gifts or favours. Covered Persons may only offer or accept corporate or personal gifts and hospitality of a modest value.

All gifts and hospitality above R2000 must be recorded in the gifts and hospitality register, which is available on the Company Gift’s register".

7. Third Parties

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The Company is aware that its reputation may be damaged by the conduct of Third Parties acting on its behalf. In certain circumstances, their actions can have legal implications for the Company . As such, it is not acceptable for a Third Party acting on the Company’s behalf to act in a way that would breach this Policy were the act in question undertaken by the Company directly.

We are therefore committed to:

1. taking reasonable steps to ensure that Third Parties are made aware of, understand and adhere to this Policy;
2. verifying the integrity and reputation of Third Parties through appropriate and reasonable due diligence in light of perceived levels of risk; and
3. where necessary, putting in place appropriate controls to monitor the use of Company assets by Third Parties acting on the Company’s behalf.

8. Sponsorships, Political and Charitable Contributions

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The Company might make charitable contributions and could offer sponsorships for the purposes of socio-economic development or cultural or sporting activities. Charitable donations and sponsorships must not be perceived as being given for improper purposes. When a charitable contribution or sponsorship is proposed, it must be transparent, documented, made in accordance with applicable law and assessed for compliance with this Policy and any related procedures. The Company does not participate directly or indirectly in party politics and does not make payments to political parties, politicians or related organisations.

9. Engagement with Government or Public Officials

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In the normal course of business, meetings may be scheduled with Government or Public Officials for the purpose of discussing legitimate Company Business. These meetings must be held in an open and transparent manner in order to minimise the perception of any corrupt activity taking place.

10. Financial Records and Internal Controls

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The Company must maintain detailed and accurate financial records and a system of internal controls that ensures accountability for all shareholder assets. “Off-the-books” payments and fraudulent accounting practices, for example, knowingly falsifying financial records to cover up or disguise any improper payments, are prohibited. Covered Persons have a responsibility to protect Company assets from theft, loss, abuse, unauthorised use or disposal. They must use Company assets only for purposes related to conducting their Company responsibilities and may only use Company assets for other (including personal) uses when properly authorised.

11. Policy Breaching

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It is the responsibility of all Covered Persons to report any breaches, or potential breaches, of this Policy to their line manager or Compliance Officer. Violations of this Policy, including involvement in any corrupt activities and failure to report actual or potential breaches of this Policy (or associated procedures), will lead to disciplinary action in accordance with applicable disciplinary procedures. In some circumstances, failure to report actual or suspected violations of this Policy may itself constitute a legal offence. The Company is committed to reporting all instances of corruption and other forms of dishonesty to the relevant authorities and to facilitating criminal action against the individuals concerned where appropriate.

12. Queries

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Questions can be directed to line management or the Compliance Officer, via email at: [email protected].