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CloudVandana Solutions – Anti Corruption Policies

Everyone at the CloudVandana is required to comply with the policies and guidelines set forth below in this Anti-Corruption Compliance Policy (the “Policy”) adopted by CloudVandana (together with its subsidiaries and consolidated affiliated entities, referred to as “Company”). The Policy applies to the Company as well as to those acting on behalf of the Company, including officers, directors, employees, shareholders, dealers, and other agents or third parties acting on behalf of the Company.

A. Prohibition Against Bribery

Introduction:

It is imperative that the Company, its officers, directors, employees, shareholders, and agents comply with all applicable anti-corruption laws. The Company complies fully with the letter and the spirit of all applicable anti-corruption laws applicable in the respective Country/State. The Company strictly prohibits and forbids engaging in or tolerating bribery or any other form of corruption.

This Policy strictly prohibits the Company and its officers, directors, employees, and agents, from the offering, promising, authorizing, or giving money or anything of value, any gratification whatever, other than legal remuneration/amount, to any Government Official (defined hereinbelow) or any other person or entity to secure any improper advantage, or as a motive or reward for doing or forbearing any act, or to obtain, direct or retain business. This Policy also prohibits offering, promising, authorizing or giving money or anything of value, any gratification whatever, other than legal remuneration/amount to any Government Official in order to influence official acts or decisions of that person or entity, to secure any improper advantage, or as a motive or reward for doing or forbearing any act, or to obtain, direct or retain business.

Under this Policy, “anything of value” is defined broadly and is not limited to money – it includes travel, meals, gifts, services, sponsorships, job opportunities, and other tangible or intangible benefits. There is no minimum threshold in determining or quantifying the value. Even small payments or benefits are prohibited if they are intended or operate as bribes. In addition, this Policy prohibits conveying anything of value either directly or indirectly. Thus, the Policy prohibits corruptly conveying a thing of value to Government Official through dealers, agents, contractors, intermediaries, or other third parties. Benefits to family members of Government Official are similarly prohibited. Nor is there an exception if the Government Official demands or suggests the payment.

Further, this Policy requires that the Company keep accurate books and records that fairly reflect all transactions involving the Company’s assets, and that all transactions are properly authorized.

It is important to recognize that significant fines and penalties can be imposed for violations, including substantial jail time for criminal violations. Employees may not avoid liability by “turning a blind eye” when circumstances indicate a potential violation of the Policy. If any employee has any doubts or questions as to whether his/her conduct is permissible under this Policy or believes a violation of our Policy has occurred, is occurring, or will occur, he/she must contact the Company’s Legal Department immediately.

 

For purposes of this Policy, “Government Official” means:

Any person engaged in public duty in a government agency. Under our Policy, this includes any elected or appointed official or employee of a government, at any level, including national or local government entities. This includes members of legislative, administrative, and judicial bodies, as well as low-level employees of government agencies, such as office workers;

Any officer or employee of government-owned or government-controlled entities, including state-owned entities that operate in the commercial sector, such as an employee at a state-owned enterprise;

Any officer or employee of a public international organization (such as the United Nations, the World Bank or the International Monetary Fund or any other similar organisation);

Any person acting in an official capacity for a government, government agency, or state-owned enterprise (for example, someone who has been given authority by a government entity to carry out official responsibilities); and Any political party, official of a political party, and any candidate for political office.

If you have any questions about whether an individual is a Government Official under our Policy, please contact the Company’s Legal Department.

 

Things of Value

The Policy prohibits offering any Government Official or any other person or entity “anything of value” as a bribe. As noted above, this is broadly defined and includes non-cash items such as gifts, meals, entertainment, outings, favors, services, loans and loan guarantees, investment or business opportunities, the use of property or equipment, job offers, transportation, and the payment or reimbursement of debts, even if provided to the relatives of any Government Official or other intended beneficiary. Even small payments or benefits are prohibited if they are intended as bribes.

 

Securing an Improper Benefit

As with other aspects of this Policy, the prohibitions on a payment or provision of benefits to secure an improper benefit or obtain, direct or retain business are defined broadly. Under this Policy, this includes any commercial or financial benefit, not only a payment to secure a sale or contract. For example, a payment to persuade any Government Official not to impose a fine or tax, or to minimize such a fine or tax, would violate the Policy, as would a payment to prevent enforcement of an applicable law or regulation. Similarly, payments to influence any Government Official’s decision to award a permit or license would violate the Policy. Similarly, payments to influence any Government Official for rendering or attempting to render any service or disservice to any person would violate the Policy.

 

 

B. Additional Guidance

Retention of Third Parties:

This Policy prohibits indirect payments to Government Officials or other persons or entities, such as payments through a third party. Retaining the services of any third party, including a dealer, agent, consultant, contractor or representative can raise compliance issues.

For further guidance, please refer to the Company’s Guidelines Regarding Dealers, Agents, Consultants, Joint Venture Partners or Other Representatives, attached hereto as Annex A.

 

Gifts, Meals, and Entertainment

Although business meals and entertainment and business gifts may be common practices, certain benefits to Government Officials or other persons or entities may violate governing laws, rules, and regulations. Providing meals or entertainment or gifts with the intention or appearance of improperly influencing a third party in order to obtain or retain a business advantage for the Company, or for any other corrupt purpose, is strictly prohibited.

For further guidance, please refer to the Company’s Guidelines Regarding Gifts, Meals and Entertainment, attached hereto as Annex B.

Travel

Under this Policy, things of value also include travel expenses, such as travel to inspect the Company’s offices or facilities or to a seminar or promotional event. The issue of travel expenses can raise complicated compliance questions. Paying for or reimbursing travel expenses with the intention or appearance of improperly influencing a third party in order to obtain or retain a business advantage for the Company, or for any other corrupt purpose, is strictly prohibited.

For further guidance, please refer to the Company’s Guidelines Regarding Travel Expenses for Government Officials, attached hereto as Annex C.

“Grease” or “Facilitating” Payments

It is company policy that all payments to Government Officials to secure an improper advantage, including nominal “facilitating” payments made to Government Officials to expedite or to secure the performance of a routine governmental action, are strictly prohibited.

Illegal or Improper Payments

Any kickbacks or other payments to a customer in any form to secure that customer’s purchases are prohibited by this Policy. This prohibition applies to kickbacks paid directly by the Company as well as to payments made indirectly, such as payments made to customers by members of the sales or marketing staff using funds paid to them by the Company as sales commissions or salaries.

During the course of promoting the Company’s products and/or services, if it is necessary to offer discounts to customers, such discounts must be given openly, evidenced by supporting documents and shall be properly approved by the Company and reported to the Finance Department for proper accounting.

Employee Receipt of Gifts and Entertainment

As detailed in the Company’s Code of Business Conduct and Ethics, company policy prohibits employees from receiving gifts or entertainment that influence, or could be viewed as influencing, business decisions. Employees are prohibited from receiving anything of value – including meals, entertainment, favors or gifts – if the purpose or appearance of such an item is to improperly influence the employee in his/her work. Thus, employees may not receive anything of value as an improper inducement to make any decision related to their responsibilities, such as to award a contract or to favor one vendor over another.

Without limiting the generality of the foregoing, employees should not accept gifts if such gifts:

  • may result in any unnecessary or unwanted publicity of the Company;
  • may influence the Company or place the Company in a dilemma;
  • may obligate the recipient in any way;
  • may render or attempt to render any service or disservice to any person; or
  • are in the form of cash or cash equivalents.

Each employee must report to his/her departmental head any gifts offered and seek the departmental head’s approval prior to receiving such gifts. Each such case must be filed with the Company’s Legal department. Any employee who is faced with an apparent inducement relating to any particular business decision must report the case to his/her departmental head.

C. Sanctions

Upon discovering a violation of this Policy, the Company may impose such sanctions as it deems appropriate, including, among other things, a letter of censure or suspension or termination of the employment of the violator, or termination of the Company’s agreement with a third-party violator.

D. Compliance Procedures

A copy of this Policy will be furnished to all current and newly hired employees. Upon handover, each employee provides an Acknowledgment of Receipt indicating that the employee has read, understood, and will comply with the guidelines contained in this Policy. The signed acknowledgment must be returned to the HR or Legal Department, and it will be kept in the employee’s personnel file.

If you have any questions or concerns regarding the Policy, you should speak to your supervisor or the Company’s Legal Department. The Policy cannot and is not intended to cover every aspect of governing anti-corruption laws or provide answers to all questions that might arise. Accordingly, the Company encourages each employee to seek guidance from the appropriate legal and compliance personnel within the Company on the appropriate course of conduct regarding issues arising under the Policy.

E. Compliance Reporting Channels

The Company has instituted four formal reporting channels:

  • Open-Door Discussion. Employees are encouraged to raise any issues directly with their immediate managers, or if an employee has reason to believe that his/her manager is involved or has a conflict of interest, to the next level of management, local Human Resources (“HR”), the Company’s Legal Department and the Compliance Department. Third parties can directly contact the appropriate business managers at the Company, the HR, the Legal or the Compliance Department. The manager/HR personnel/legal officer/Compliance Officer in receipt of the report must document it through an open-door intake form, and lodge the intake form with the Committee, which maintains a centralized incident management database.
  • Online Intake. Employees and third parties may report issues via the Company’s Website at www.cloudvandana.com (“Privacy & Law”) by filling out the Web intake form (anonymous reporting acceptable).
  • Employees and third parties may anonymously report issues via the Company’s public E-mail at legal@cloudvandana.com.

 Ethics Helpline. Employees and third parties may also anonymously report issues via the Company’s Ethics Helpline by dialling the toll-free numbers serviced by an independent vendor with local language capabilities 24 hours a day, 365 days a year.

All submitted questions and reports will be accessed only by the Company’s Legal/Compliance personnel, and will be shared with other employees or external advisors only as necessary to evaluate and respond to the questions or reports received. Company policy strictly prohibits retaliation against any employee who reports a potential compliance issue in good faith.

 

Annex A:

GUIDELINES REGARDING DEALERS, AGENTS, CONSULTANTS, JOINT VENTURE PARTNERS OR OTHER REPRESENTATIVES

A. Policy Prohibiting Improper Payments Through Third Parties

The Company’s Anti-Corruption Compliance Policy prohibits independent third parties acting on behalf of the Company from offering bribes to Government Officials or other persons or entities. Likewise, this Policy prohibits Company employees from using a third party or other intermediary to pay a bribe.

Agreements with dealers, agents, consultants, joint venture partners, or other representatives (collectively, “Agents”) must be in writing and must describe the services to be performed, the basis for any fees or compensation paid to the Agent, the amounts to be paid, and other material terms and conditions of the representation. Such agreements must be approved by the Company’s Legal Department. Further, payments must bear a direct relationship to the value of the services rendered, must be fully documented and must be in full compliance with governing laws.

Payments to Agents should never be made in cash, and should be made to the Agent’s bank account in the country where the services are performed or where the Agent’s offices are located. Arrangements for payment to other locations must be approved in advance by the Company’s Legal Department.

B. Due Diligence for Third-Party Agents

Company employees responsible for engaging the Agent, with the assistance of the Company’s Legal Department, must conduct a thorough diligence and background check to ensure that the proposed Agent possesses both the requisite qualifications and a solid reputation for business integrity. A written due diligence report must be prepared and sent to the Company’s Legal Department. Such reports, along with the underlying documentation, must be retained for at least five years.

C. “Red Flags” or Other Warning Signs

It is important for the Company to monitor the conduct of third parties engaged to act on behalf of the Company to ensure that the third parties continue to comply with all applicable laws and Company policies. If Company employees have reason to suspect that an Agent is engaging in potentially improper conduct, no further payments should be made until an investigation can be conducted. While not exclusive, the following warning signs or “red flags” are indications that an Agent might be engaged in inappropriate or illegal activity:

  • Unusual or excessive payment requests, such as requests for over-invoicing, up- front payments, ill-defined or last-minute payments, success fees, unusual commissions or mid-stream compensation payments;
  • Requests for payments to an account in a jurisdiction other than where the Agent is located or is working on behalf of the Company;
  • Requests for payment to a third party, to a numbered account, in a different currency, or in cash or other untraceable funds;
  • Requests for political or charitable contributions or donations;
  • The Agent is related to any Government Official, or has a close personal or business relationship with any Government Official;
  • Any refusal or hesitancy by the Agent to disclose its owners, partners or principals, or to promise in writing to abide by the Company’s Anti-Corruption Compliance Policy and relevant laws;
  • The Agent uses holding companies or other methods to obscure its ownership, without adequate business justification;
  • Charges against the Agent for violation of local or foreign laws, or of regulations concerning the award of contracts;
  • A demand or suggestion by any Government Official that a particular Agent should be retained;
  • Reliance by the Agent on government contacts as opposed to knowledgeable staff, sufficient infrastructure, and investment of time to promote the Company’s interests;
  • The Agent has little experience in the industry; or
  • The Agent expresses a desire to keep his representation of the Company or the terms of his retention secret.

D. Contractual Provisions and Certification

All agreements with Agents must contain written provisions requiring the Agents to comply fully with Company policy and all governing laws, rules and regulations, and to refrain from giving anything of value to Government Officials, political parties or candidates, or other persons or entities in order to obtain, direct or retain business or secure any improper advantage for the Company. The agreement also should contain an obligation on the part of the Agent’s representatives to certify periodically that it has no knowledge of any such activities, and provide that the Company may audit the Agent’s books and records to ensure compliance with the foregoing provisions, and may terminate the agreement without penalty if violations are identified. Copies of all such documentation and certifications are to be maintained in the Agent’s file and with the Company’s Legal Department.

E. Exceptions to This Policy

Any exceptions to this Policy require prior written approval from the head of the Company’s Legal Department.

F. What to Do in Case of Questions Regarding This Policy

If you have any questions regarding this Policy, please contact the Company’s Legal Department.

 

Annex B:

GUIDELINES REGARDING GIFTS, MEALS, AND ENTERTAINMENT

Policy on Gifts, Meals, and Entertainment

The Company’s Anti-Corruption Compliance Policy (the “Anti-Corruption Policy”) strictly controls gifts, meals, and entertainment to Government Officials and other persons and entities. Because of the compliance issues that these expenses can raise, specific limits regarding gifts, meals, and entertainment for Government Officials (as defined in the Anti-Corruption Policy) and other persons and entities are set forth here.

Even when there is no intent to convey a bribe, such intent may be inferred from the surrounding circumstances. Employees should take the time to ensure they are aware whether any Government Official or other person or entity for whom the Company incurs gift, meal, or entertainment expenses is in a position to influence a pending business or regulatory decision.

A. Policy On Gifts

Cash gifts to Government Officials or other persons or entities are prohibited in all circumstances. Cash equivalents, such as gift cards, phone cards, meal vouchers or cards, are also prohibited.

Gifts to Government Officials or other persons or entities may be incurred without prior approval from the Company’s Legal Department only if all of the following circumstances are met:

  • The item is of nominal value and bears the Company’s logo or otherwise is generally distributed by the Company to its customers and vendors as a token of goodwill.
  • The item is commensurate with legitimate and generally accepted local customs for private business people; and
  • The gift is permitted by the rules of the recipient’s employer.

For all such gifts, the expenses involved must be supported by receipts and must be properly recorded and approved in accordance with Company policies. In the event that a cash advance is obtained to pay for a permissible gift, Company Policy requires that appropriate documentation of the expense, including original receipts, be maintained and submitted pursuant to the Company’s reimbursement procedures, as outlined in the Company’s reimbursement policy.

Gifts that do not fall specifically within the above guidelines require advance consultation and approval by the Company’s Legal Department. Gifts such as luxury items, wine, cigarettes, and personal electronic equipment such as cameras or smartphones, are not permitted under this policy. Employees who receive requests for such gifts should contact the Company’s Legal Department.

Gifts are never permissible, regardless of their value, if the purpose of giving them is to improperly influence a decision by any Government Official or other person or entity.

B. Policy on Meals and Entertainment

It is Company Policy that expenses for meals and entertainment for Government Officials or other persons or entities may be incurred without prior approval by the Company’s Legal Department only if all of the following conditions are met:

  • The purpose of the meal or entertainment is discussion of specific projects or opportunities or education regarding the Company’s services, and it is attended by appropriate Company representatives;
  • The cost of the meal or entertainment per person is of a nominal value; and
  • The meal or entertainment is permitted by the rules of the recipient’s employer.

For all such expenses:

  • The reimbursement request must identify all attendees for the purposes of tracking the frequency of meals and entertainment involving specific Government Officials or other third parties;
  • All expense reimbursements must be supported by receipts, and expenses and approvals must be accurately and completely recorded in the Company’s records; and
  • In the event that a cash advance is obtained to pay for a business meal or entertainment, Company Policy requires that appropriate documentation of the expense be maintained and submitted pursuant to the Company’s reimbursement policy.

Any meal expense greater than the nominal value per person as defined, and any expense at all that is incurred for entertainment unrelated to a business meeting, must be pre-approved by the Company’s Legal Department. No individual Government Official or other third party may be treated to meals or entertainment more than four times per year, or may receive more than the nominal value in meals or entertainment each year.

Meal and entertainment expenses are never permissible, regardless of the amount of the expense, if the purpose of incurring them is to improperly influence a decision by any Government Official or other person or entity.

C. Exceptions to This Policy

Any exceptions to this Policy require prior written approval from the head of the Company’s Legal Department.

D. What to Do in Case of Questions Regarding This Policy

If you have any questions regarding this Policy, please contact the Company’s Legal Department.

 

Annex C:

GUIDELINES REGARDING TRAVEL EXPENSES FOR THIRD PARTIES

Policy on Business Trips and Associated Lodging, Meals and Entertainment

The Company’s Anti-Corruption Compliance Policy (the “Anti-Corruption Policy”) allows, with strict controls, certain travel expenses that are directly related to the promotion or demonstration of the Company’s services, or are necessary for the Company to fulfill its obligations under a contract. Because of the compliance issues that these expenses can raise, travel expenses associated with Government Officials (as defined in the Anti-Corruption Policy) or other third parties must be approved in advance by the head of the Company’s Legal Department.

Even when there is no intent to convey a bribe, such intent may be inferred from the surrounding circumstances. Employees should take the time to ensure they are aware whether any Government Official or other person or entity for whom the Company incurs travel and associated expenses is in a position to influence a pending business or regulatory decision.

A. Applicability

This policy is applicable to:

  • All travel and lodging arrangements for Government Officials or other persons or entities, including travel to conferences, business meetings, or to visit Company facilities for educational or promotional reasons directly related to the Company’s business; and
  • Any meals and entertainment given to Government Officials or other persons or entities associated with the travel.

The policy for business trips and associated meals and entertainment is as follows:

  • Advance approval by Legal Department for any Government Official or other third party to travel from his or her home location is required.
  • Travel expenses for any Government Official or other person or entity may be incurred only if the main purpose of the trip is to attend a conference or business meeting sponsored by the Company, or to visit Company facilities, for educational or promotional reasons directly related to the Company’s business. Sponsoring travel of any Government Official or other third party when no Company employee is present for the associated business activity is not permitted under this policy.
  • Invitations to conferences, meetings, or other permissible events that require travel of any Government Official or other third party should be open and transparent. Where possible, the Government Official’s or third party’s supervisor or employer should be notified of the invitation.
  • The Company may pay only reasonable expenses that are actually incurred and are directly related to the business purpose of the trip. In general, the following types of expenses will be approved and may be reimbursed as reasonable expenses:
    • Flight arrangements and hotel expenses that are in line with the Company’s travel policies.
    • Appropriate ground transportation.
    • Meals and entertainment costs that are reasonable and in line with the Company’s reimbursement policy, if they are arranged as part of a business event and are of subordinate importance and value to the business purpose.
  • The Company may not pay any expenses for spouses and other family members of Government Officials or other third parties. If family members accompany any Government Official or other third party person or entity, the Company will not advance or reimburse any travel expenses incurred by the family members.
  • Wherever possible, expenses should be incurred directly by the Company, rather than reimbursed to the Government Official. Thus, the Company should pay airfares, ground transportation, hotel expenses, and meal expenses directly to the relevant travel service providers.
  • The Company may not pay a cash advance to any Government Official or third party for any purpose. In the event that the Government Official incurs permissible expenses during an approved trip, expenses must be submitted in a manner consistent with the name of the Company’s disbursement/reimbursement policy and supported by valid receipts.
  • Per diems may not be paid for any reason. All incidental expenses (for example, taxis, coffee and tea) must be documented and supported by valid receipts.
  • Receipts, other supporting documentation, and trip-related correspondence must be collected and maintained. The agreed purpose of the trip should be carefully documented in the Company’s files and, when appropriate, the recipient’s superior or employer should be notified of the trip. All such documentation must be maintained according to the Company’s document retention policy.
  • No individual Government Official or other third party may receive travel more than 12 times per year or more than the amount as defined in the travel policy in travel expenses per year.

B. Exceptions to This Policy

Any exceptions to this Policy require prior written approval from the head of the Company’s Legal Department.

C. What to Do in Case of Questions Regarding This Policy

If you have any questions regarding this Policy, please contact the Company’s Legal Department.