1. Introduction

HOOP Cyber is committed to conducting its business with the highest ethical standards and in full compliance with all applicable laws and regulations, including the Bribery Act 2010 (the Act). This Anti-Bribery and Corruption (ABC) Policy outlines our zero-tolerance approach to bribery and corruption and establishes clear procedures and training to ensure all employees and associated persons understand their obligations.

2. Our Commitment

HOOP Cyber has a zero-tolerance policy for bribery and corruption in all its forms. We are committed to:

• Acting with integrity and transparency in all business dealings.
• Competing fairly and ethically for business opportunities.
• Maintaining a culture of open communication and reporting concerns.
• Fulfilling our legal obligations under the Bribery Act 2010 and other relevant legislation.

3. What is Bribery and Corruption?

Bribery is the offering, promising, giving, requesting, agreeing to receive, or accepting of an undue advantage (financial or otherwise) to:

• Influence the outcome of a business decision.
• Obtain or retain an advantage in the conduct of business.

Corruption is the misuse of entrusted power for personal gain. It can encompass various forms, including:

• Fraudulent schemes.
• Collusion with competitors.
• Improper use of confidential information.
• Improper influence in the awarding of contracts.

4. Who is Covered by this Policy?

This policy applies to all employees, directors, officers, agents, consultants, contractors, suppliers, joint venture partners, and other third parties acting on behalf of HOOP Cyber.

5. Red Flags and High-Risk Situations

    

Certain situations can increase the risk of bribery and corruption. These include:

• Dealing with government officials or public bodies.
• Operating in high-risk jurisdictions with weak anti-bribery laws.
• Engaging in large or complex transactions.
• Offering or receiving gifts and hospitality.
• Making facilitation payments (payments to expedite routine government actions).
• Dealing with third parties with a history of corruption.

6. Responsibilities

Management:

• Implement and maintain this ABC Policy.
• Conduct risk assessments to identify and mitigate bribery and corruption risks.
• Provide adequate training and guidance to all employees and associated persons.
• Establish and maintain a whistleblowing hotline for reporting concerns.
• Investigate all reported violations of this policy effectively and fairly.
• Take appropriate disciplinary action against those who breach this policy.

Employees and Associated Persons:

• Become familiar with and comply with this ABC Policy and procedures.
• Conduct business with integrity, honesty, and transparency.
• Avoid situations that could create a conflict of interest.
• Declare any gifts and hospitality received or offered.
• Refuse to offer or accept bribes.
• Report any suspected bribery or corruption to the appropriate authority.
• Ask for clarification if unsure about the application of this policy.

7. Gifts and Hospitality

Offering and Receiving Gifts:

Employees and associated persons may offer or accept gifts and hospitality only if:

• The value is reasonable and customary.
• There is no expectation of receiving an advantage in return.
• It will not create an obligation or compromise business judgment.

Prior Approval Required:

Approval from a supervisor must be sought before offering or accepting:

• Gifts exceeding a predetermined reasonable value.
• Cash or cash equivalents.
• Gifts or hospitality that could create a perception of impropriety.

Record Keeping:

All gifts and hospitality offered or received must be declared and recorded with appropriate details.

8. Facilitation Payments

Facilitation Payments are Strictly Prohibited:

HOOP Cyber has a zero-tolerance policy for facilitation payments, which are small bribes used to expedite routine government actions like obtaining permits or licenses. Employees and associated persons must refuse to make or authorize facilitation payments under any circumstances.

9. Record Keeping and Due Diligence

Financial Records:

HOOP Cyber will maintain accurate and complete financial records of all business transactions. This includes recording details about gifts, travel, and entertainment expenses.

Third-Party Due Diligence:

Appropriate due diligence will be conducted on all third parties before entering into any business relationship. This includes assessing their anti-bribery and corruption policies and procedures.

10. Reporting Concerns

HOOP Cyber encourages open communication and maintains a whistleblowing hotline for employees.

v1.0 created on 22/03/2024