Anglo Somaliland Resources Limited

Anglo Somaliland Resources Limited

Gifts and Hospitality Policy

Anglo Somaliland Resources LTD (“ASR”) is committed to acting professionally, fairly and with the highest standards of integrity in all its business dealings and relationships. We will not tolerate any form of bribery by, or of, our employees or any persons or companies acting on our behalf. The Directors of ASR are committed to implementing and enforcing effective systems to prevent, monitor and eliminate bribery in accordance with the Bribery Act 2010 and this policy is an important mechanism to achieve this commitment.

Introduction

1.  This policy sets out ASR’s policy regarding the offer and acceptance of gifts and of hospitality by those engaged by ASR, whether engaged as an employee, director, contractor, consultant, temporary or contract staff.

2.  This policy should be read in conjunction with ASR’s Anti-Bribery and Corruption Policy.

3.  A breach of this policy will be treated as a serious matter by ASR. Breaches may result in disciplinary action, including termination of employment and / or reporting to the appropriate authorities.

Purpose

4.  The purpose of this policy is to set out ASR’s corporate stance on the giving and receiving of gifts and hospitality and to contribute to the establishment of an anti-bribery and corruption culture, in accordance with ASR’s Anti-Bribery and Corruption Policy.

Definitions

5.  Gifts are items or services given or received for which no payment has been made in return or where the items or services have been accepted or provided at a level clearly below an appropriate market value.

6.  Hospitality can be defined as any food, drink, accommodation or entertainment which has been provided either without charge or at a heavily discounted rate.

What is a bribe? What is bribery? What is corruption?

7.  A bribe is a financial or other advantage offered, promised, requested or given to induce a person to perform a relevant function or activity improperly, or to reward them for doing so. In this context, a ‘financial or other advantage' is likely to include cash or cash equivalent, gifts, hospitality and entertainment, services, loans, preferential treatment in a tendering process, discounts etc. The timing of the bribe is irrelevant and payments made after the relevant event will still be caught, as will bribes that are given or received unknowingly. It is not necessary for the individual or organisation actually to receive any benefit as a result of the bribe.

8.  Bribery includes offering, promising, giving, accepting or seeking a bribe.

9.  Corruption is the misuse of office or power for private gain.

10.  ASR’s anti-bribery and corruption policy fully sets out what ASR – and the Bribery Act 2010 – regard as bribery.

Important clarification

11.  Genuine proportionate hospitality or similar business expenditure that is reasonable and proportionate will not offend ASR’s anti-bribery and corruption policy or the Bribery Act 2010. If you are ever in doubt as to what constitutes genuine proportionate hospitality you should seek guidance from the Board of Directors.

Guiding principles

12.  Before accepting unsolicited gifts, hospitality or other benefits, all persons engaged by ASR have a responsibility to consider whether acceptance is in the best interests of ASR and whether acceptance could breach this policy or ASR’s Anti-Bribery and Corruption Policy. Where this could be the case, the offer should be politely declined.

13.  Gifts, hospitality or other benefits should never be accepted where they may appear to be disproportionately generous or could reasonably be construed as an inducement to affect a business decision.

14.  In reaching your decision whether or not to give or receive gifts or hospitality, you should consider the following:

a.  The appropriateness of the level of the gift or hospitality received or provided;

b.  The timing of the offer or receipt of the gift or hospitality;

c.  The overall purpose of the gift or hospitality;

d.  Whether or not you are required to seek authorisation and whether or not you are required to record the gift or hospitality.

Receiving gifts

15.  Those engaged by ASR may accept gifts of low intrinsic value (those assessed at being worth less than £50.00 or the equivalent in local currency) only on the basis that acceptance does not give rise to the risk that the gift is given to influence the business or the actions of the recipient. If there is any risk of this occurring, the gift should be refused.

16.  Any gift assessed to be worth more than £50.00 should be politely refused.

17.  Gifts of money, of whatever amount and in whatever currency should never be accepted.

18.  Unless a gift is of only token value (for example company branded stationery, low-value confectionary) it must be recorded on ASR’s Gift and Hospitality Declaration Form. However, token value gifts should be recorded, if such gifts likely total over £50 in any twelve month period.

19.  A completed gift and hospitality declaration form should be submitted to Tony Baldry within five working days of receipt of the gift.

Receiving hospitality

20.  Those engaged by ASR may accept offers of hospitality only on the basis that accepting such hospitality does not give rise to the risk that the hospitality is given to influence the business or the actions of the recipient. If there is any risk of this occurring, the hospitality should be politely refused.

21.  Hospitality received should not be objectively exclusive or expensive and should generally be modest, occasional and objectively regarded as a part of normal business practice. If the hospitality meets these criteria, then it is capable of being accepted.

22.  All hospitality received must be recorded on ASR’s Gift and Hospitality Declaration Form and submitted to Tony Baldry within five working days of the offer of hospitality unless such hospitality received is assessed at being valued below £20.00.

23.  As a general rule, the following modest hospitality can be accepted, provided such hospitality complies with paragraphs 12 and 20 above and dominant purpose of attendance is to improve the image of AFR, better present its services and /or to establish cordial business relations:

a.  Breakfasts, lunches, dinners, buffets and parties

b.  Networking events or trade conferences

c.  Tickets to cultural or sporting events

24.  As a general rule, the following hospitality will rarely be acceptable:

a.  Gifts or hospitality at times when business decisions are being made (for instance on tenders or contract renewals)

b.  The use of another company’s vehicles or holiday homes

c.  Any hospitality where the person offering the hospitality is not present

d.  Any hospitality where members of your family are also invited

e.  Hospitality where overnight accommodation and travel are offered; these are costs that it is appropriate that ASR meet

f.  Hospitality that is objectively lavish or exclusive

Giving of gifts and hospitality by ASR

25.  Gifts and hospitality to third parties that go beyond promotional material, literature, stationery or modest provision of food (such as a cup of coffee or sandwich at an airport or a single alcoholic drink at the conclusion of a networking event) must be approved by the Board of Directors and recorded on ASR’s Gift and Hospitality Declaration Form.

Exemptions

26.  Where there are very clear, unique and compelling business reasons, one-off departures from this policy may be agreed with the approval of the Board of Directors. Approval in writing should be sought by emailing Tony Baldry. The email must set out the nature of the gift or hospitality to be received and the compelling business reason for departing from this policy.

Reporting and record-keeping

27.  A central register of gifts and hospitality offered and received shall be kept centrally by The Company and reviewed annually.

28.  Upon the giving or receipt of gifts or hospitality to third parties, everyone must follow the appropriate reporting procedure as described in this policy.

Compliance with this policy

29.  The Company takes this policy very seriously. The Company’s reputation comes from the way it acts. Anyone who pays bribes on the Company’s behalf or otherwise breaches this policy will face disciplinary action, which could result in dismissal for gross misconduct. Any non-employee who breaches this policy is liable to have their contract terminated with immediate effect. Equally, the Company will not penalise someone who loses business through not paying a bribe.

30.  If you are in doubt about anything in this policy, do not hesitate to contact the Board of Directors.

Anglo Somali Resources Limited: Gifts and Hospitality Policy (October 2015) 4