ANTI-CORRUPTION POLICY

ESQ Trainings Limited (the Company) is committed to conducting its business with honesty and integrity and in compliance with the laws of all the countries in which the Company is active. This includes compliance with all laws, domestic and foreign, prohibiting improper payments or inducements to any person, including public officials. To ensure compliance with these laws and the related requirements of the ESQ Trainings Limited’s Code of Business Conduct, the Company has adopted this Anti-Corruption Policy. This Policy applies, subject to and in accordance with any applicable local law or legal requirement, to each director, officer and employee of ESQ Trainings Limited and of each of its direct or indirect subsidiaries to which the Legal Blitz’s Code of Business Conduct applies, and to each agent, representative, consultant and independent contractor acting on behalf of the Company or any such subsidiary (collectively, “Company Personnel”). Subsidiaries not covered by the Legal Blitz Code of Business Conduct are expected to adopt their own policies equivalent to this Policy. Unless the context otherwise requires, references to the “Company” in this Policy include the Company’s direct and indirect subsidiaries and controlled affiliates, individually and collectively.

Statement of Policy

• Company Personnel shall not permit any use of the funds or other assets of the Company for any unlawful or improper purpose.

• Company Personnel shall not make, or authorize anyone to make on behalf of the Company, any payments or gifts or offers or promises to pay money or give anything of value to or for the benefit of any person, including any “Public Official”, that is or may appear to be related to obtaining or retaining business with any person, directing business to any person, obtaining any other advantage in the conduct of business, or inducing or rewarding the “improper” performance by any person of any function or activity or consent to, or connive in, any of the above.

“Public Official” for this purpose includes all officials, employees, agents and representatives of

any branch or level of government (executive, legislative or judicial and whether national, state

or local) or of any governmental department or agency (including advisors to such agencies and

branches), directors, officers and employees of State-owned or controlled companies (including

their consultants, advisors, agents and other representatives), political parties, party officials and

candidates for office, and officials and employees of public international organizations (including their consultants, advisors, agents and other representatives).

The performance (or failure to perform) any function or activity is “improper” if it breaches the expectations of good faith or impartiality or breaches a position of trust.

• Company Personnel shall not make contributions of funds, facilities or services of any kind to political parties or officials or candidates for office to obtain their support for executive, legislative, administrative or other action favourable to the Company.

• Company Personnel shall not give or offer to give on behalf of the Company any money, gift or

thing of value to a third party if he or she knows or has reason to believe that it will be offered to a Public Official or any other person to obtain or retain business with any person, to direct business to any person, to obtain any other advantage in the conduct of business, or to induce or reward the improper performance by any person of any function or activity.

• The books and records of the Company must reflect, accurately and fairly, the transactions of the Company and dispositions of its assets. No undisclosed or unrecorded funds or assets are to be established for any purpose.

• Company Personnel who are involved in international business transactions must become familiar with the anti-corruption laws of the countries in which the Company operates and are responsible for seeking the advice of the Company’s Legal Department in any situation involving questionable payments.

It is a matter of the highest priority for the Company, and vital to the interests of our shareholders, customers and employees, that all Company Personnel scrupulously observe this Policy.  

Anti-Corruption Laws

The anti-corruption laws of numerous countries apply to the conduct of the Company’s business because of the global scale of its operations. These laws include Economic and Financial Crimes Commission Act, Criminal Code Act, Penal Code Act and Corrupt Practices and Other Related Offences Act. The Corrupt Practices and Other Related Offences Act prohibits any promise, offer, conferment or procurement of any property or any benefit of any kind to or for any public officer or any other person.

The U.S. Foreign Corrupt Practices Act (“FCPA”) is also applicable. The FCPA prohibits any offer to pay, payment, promise to pay or authorization of the payment of money or anything of value to any Foreign Official or to any other person, knowing that the payment or promise will be passed on to a Foreign Official for the purpose of influencing any act or decision of that person; inducing such person to do or omit any action in violation of his lawful duty; securing an improper advantage; or inducing such person to use his influence to affect an official act or decision in order to assist in obtaining or retaining business for or with, or directing any business to, any person.

Also applicable is the U.K. Anti-Bribery Act 2010, which prohibits the offering or providing to persons in private businesses, whether domestic or foreign, of any inducements to or rewards for

the improper performance of any function or activity. This would include any activity connected with a trade or business or performed in the course of a person’s employment or on behalf of an

entity. The solicitation or acceptance of any such inducements or rewards is also prohibited. The U.K. Bribery Act 2010 is far reaching, covering bribery of domestic and foreign officials and private persons, applying extra-territorially to non-U.K. citizens and businesses and to conduct outside of the U.K., and imposing strict liability on companies for failure to prevent bribery.

Company Personnel are expected to comply with the letter and intent of all applicable laws, including anti-corruption and bribery laws. Bribery and corruption of any form will not be tolerated by the Company.

Company Personnel are however permitted to make payments to pubic officials, foreign officials or any other person in the following limited circumstances:

• Where there is reasonable and bona fide expenditures directly related to

• the promotion or demonstration of products or services; or
• the performance of a contract with the government or agency (for example, travel and lodging expenses for any of our trainings or conferences or for travel to corporate headquarters to sign a contract)

• Certain small payments made to facilitate or expedite performance of routine non-discretionary governmental functions (for example, obtaining a visa where all legal requirements have been satisfied) and
• Payments that are permitted under the written laws of the host country

Note that the offer to pay or reimburse and the actual payment or reimbursement of expenses to Public Officials must be fully documented and must not violate the written law applicable to that Public Official. The expenses must be reasonable. Extravagant expenses will not be authorized.

Compliance Procedures

Responsibility

All Company Personnel are responsible for complying with this Policy and all applicable anti-corruption laws in the performance of their duties as an employee or agent of the Company.

The Company’s Legal and Compliance Department is responsible for providing legal advice regarding the FCPA, other applicable anti-corruption laws and this Policy, including responding to requests for information or for review of proposed activities; oversight of the testing of the Company’s internal controls established in accordance with the FCPA.

Reporting Violations

If you receive information that an improper payment has been made, promised or authorized or that any other violation of applicable anti-corruption laws or this Policy may have occurred, you must notify the Legal Counsel immediately. You should indicate that you are reporting this information as a confidential communication for the purpose of obtaining legal advice. Once you have made a report, no further action should be taken until a response is received. The Legal Counsel to whom a suspected violation is reported must ensure that the Chief Executive Officer of ESQ Trainings Limited is notified promptly.

The Company will not permit retaliation against any person who, in good faith, reports a suspected violation of this Policy.

Political Contributions

Without prior written approval, no funds, facilities or services of the Company of any kind may be paid or furnished to any political candidate for public office, any political party or official or any form of political campaign. When any type of political contribution is being considered, the final determination in terms of amount, timing and means of contribution shall be subject to the prior written approval of the Chief Executive Officer and the General Counsel of ESQ Trainings Limited

Civic and Charitable Contributions

Corporate civic and charitable contributions may also implicate anti-corruption laws depending upon the circumstances. Accordingly, corporate contributions, whether through the payment of funds or the furnishing of facilities or services, must comply with the policies and procedures, including internal approval requirements, of the Company from time to time.

Intermediaries

This Policy prohibits the use of intermediaries to facilitate prohibited payments to any person, including Public Officials. The Company may be held liable for actions of third parties whether authorized or not.

Books and Records

This Policy prohibits the maintenance of undisclosed or unrecorded funds or assets for any purpose and records that disguise or misrepresent any aspect of a transaction.

Each transaction and disposition of assets by the Company must have proper authorization, be timely recorded, be accurately recorded in terms of amount, accounting period and accounting classification and must accurately reflect the substance and purpose of the transaction.

No transaction shall be entered into that requires or contemplates the making of false or fictitious entries or records in whole or in part. No accounting balances shall be created or maintained that have no documentary support or that have no reasonable basis in fact.

Except for fully documented escrow arrangements entered into in connection with financing transactions, no third-party accounts, including bank accounts or securities accounts, for the Company shall be established other than in the name of the Company without the prior approval of the Chief Executive Officer of ESQ Trainings Limited or their respective designees.

Adjustments to accounting records must follow established procedures. Once finalized, documents are not to be altered.

Inquiries from Auditors

Any inquiry from the internal or independent auditors of the Company must be responded to fully and promptly. No information shall be withheld that may be material to providing a complete and accurate answer.

Prohibited Means of Payment

Other than fully documented petty cash transactions, no transaction in cash that is not evidenced by a receipt bearing the signature of the recipient shall be made. In those situations, the recipient must also be the acting party in a fully documented business relationship with the Company.

No payments shall be made outside the country of the principal place of business of the person entitled to payment without the prior approval of the Chief Executive Officer of ESQ Trainings Limited or his designee.

The person entitled to payment will generally be the person with whom the Company has the documented business relationship. Appropriate exceptions would include payments to the person providing the products or services to the Company where the business relationship is with the parent company of such person (as may be the case for procurement contracts with multi-national companies).

When the business relationship is with an agent or intermediary, a direct payment to the person

providing the product or service is permissible and may be the preferred method of payment depending on the circumstances. Other exceptions will require the prior approval of the Co-Chief Executive Officer of ESQ Trainings Limited or his designee. Payments in the nature of

political contributions and corporate contributions are separately addressed above.

Maintenance and Retention of Records

Access to systems of accounting or financial records shall not be permitted for individuals without proper authorization. Record destruction may only be undertaken in compliance with applicable Company policies concerning the retention and destruction of records. Records in their original form shall not be removed from the Company without prior written authorization.

Due Diligence

To reduce the risk of problems under anti-corruption laws, the first and most critical step is to conduct and document an appropriate due diligence review of the background of potential local agents, partners and investees before the business relationship is formed or the investment made. The inquiry should be especially probing if local law or practical realities of the circumstances would make it difficult for the Company to sever the relationship or extract itself from the investment.

Special attention is required if certain factors or “red flags” are present. A “red flag” is a set of facts that given the context would give a reasonable person a basis to be concerned that improper activities may be intended or likely to occur. The presence of any of the following “red flags” would suggest that heightened due diligence is necessary and may, depending on the circumstances, preclude the business relationship:

• The country in which the potential agent, partner or investee is located or where work is to be

performed or business conducted has a history of payoffs for government officials;

• The potential agent or a party to the transaction (e.g. the potential partner or investee or a

member of management or one of the owners of the potential investee) has a reputation for

questionable activity, for example, making improper or unethical payments;

• The potential agent or a party to the transaction does not appear capable of performing the

intended services or there has been a pattern of misrepresentations or inconsistent statements

during discussions or negotiations;

• The potential agent or a party to the transaction is related to or has ties to a Public Official or other person who is in a position of potential influence with respect to the Company’s business or the business to be invested in or is recommended by a Public Official or other person to be

retained or partnered with in connection with the proposed transaction;

• The potential agent or a party to the transaction has a record of or reputation for significant  contributions to political parties or candidates for office;

• The potential agent or a party to the transaction requests that payments be directed to a third

party rather than to the agent or partner; gives instructions for payment to be made in a third

country or requests that the Company provide an invoice substantially in excess of the actual

price for the goods or services supplied;

• The potential agent or a party to the transaction insists on anonymity or a lack of transparency as to the details of how objectives are achieved;

• The potential agent or a party to the transaction refuses to agree to provide documentation for expenses or asks for payment in cash (including a check made out to “cash”) or refuses to disclose relevant accounting records or other financial information;

• The potential agent or a party to the transaction refuses to warrant that it will not take any action in furtherance of an unlawful offer, promise or payment to a Public Official or other person or rejects proposed contractual provisions related to compliance with applicable laws and regulations related to improper inducements or to accounting and recordkeeping;

• The commission structure requested by the potential agent is unusual or excessive; or

• Unusual bonuses have been paid to managers of the operations of the potential agent, partner or investee.

If any of these “red flags” or any other questionable circumstances are present, the business relationship or investment should not be entered into without the authorization of the Chief Executive Officer and the Legal Counsel, following a complete due diligence investigation of the background of the potential agent, partner or investee, including satisfactory conclusions reached concerning the “red flag” information. The due diligence process should be carefully documented. The documentation should summarize the sources consulted, which must be reliable, competent and willing to provide a candid assessment; the results of the review, including any questions raised by the review and how they were resolved or an explanation of why they remain unresolved; and the reasons why the business relationship or investment is prudent, including the evidence supporting the decision (for example, the experience, expertise and resources of the potential agent).  

Contractual Provisions and Other Measures

As additional protection against exposure to violations of the applicable anti-corruption laws, the engagement, business relationship or investment should be documented by a written agreement.

A written agreement cannot eliminate the possibility of prohibited conduct by itself. Ongoing monitoring of compliance with the terms of the agreement and consistent enforcement is required.