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ANTI-BRIBERY AND CORRUPTION POLICY

1  INTRODUCTION

TCR operates in a challenging commercial environment where business ethics are playing an increasingly critical role. Our 2019 CSR Report and Code of Conduct, which operates as an ethical framework for all TCR employees, highlights the importance of acting with integrity, complying with laws and regulations and operating fairly.
Acts of bribery and corruption pose a threat to the operation of free markets and are to be taken seriously. They are not only unlawful, but may also harm TCR in different ways as set out below. As a result, TCR takes a zero-tolerance approach to bribery and corruption. We are committed to the prevention, detection and investigation of all forms of bribery originating from our organization and arising from any transactions with our business partners.
This policy cannot address every situation and is not a substitute for exercising good judgement and common sense about what is right.


2 WHY DOES TCR HAVE A POLICY?

Bribery, or even the suggestion of bribery, may seriously damage TCR’s reputation and affect our ability to do business. The consequences of not complying with this policy can be very serious including damage to TCR’s and your own reputation, significant fines and penalties, and even criminal liability for individuals and TCR.
Any failure to comply with this policy and its supporting policies will be investigated and appropriate action taken. Breach of this policy is a ground for discipline, up to and including dismissal.
On regular basis, you will be asked to confirm that you have complied with this policy and any supporting policies and procedures. Compliance with this policy by TCR staff will also form part of Internal Audit reviews. Internal Audit findings are reviewed by senior management and the Board of Directors.


3  SCOPE OF THE POLICY
This Policy applies to all of the company’s activities and is to be observed by all employees of TCR,
TCR is also committed to working only with third parties whose standards are substantively consistent with our own. This includes our intermediaries, advisers and contractors, regardless of their level within the company, third parties associated with TCR, such as consultants, suppliers, agents and other partners acting on behalf of, or represent TCR, or with whom TCR does business.
These Guidelines apply throughout TCR irrespective of the country where business is conducted. The principles contained in these Guidelines must be applied in all countries, even if they are more stringent than local law. Where local laws are more stringent than these Guidelines, then they must also be complied with.


4  POLICY DETAILS
4.1 General Prohibition of Bribery and Corruption
No one in TCR will engage in any forms of bribery and corruption.
For the purpose of this Policy, the following definitions apply:
• an act of bribery: the offering, giving, promising, soliciting or accepting any type of advantage (e.g. money, goods, services, favors or discounts), as an incentive to give, to obtain or to retain a business advantage or influence the conduct or judgment of a person, a publicly exposed person (PEP)1 or public official2;
• an act of corruption: a misuse of power or a position of trust in order to receive or give an undue advantage.
Notwithstanding these definitions, TCR acknowledges that the terms “bribery” and “corruption” are generally used interchangeably and both aim at compromising the independence or impartiality of decision-making.
- 1 A politically exposed person (PEP) is an individual with a high profile political role, or who has been entrusted with a prominent public function. PEPs are generally categorized as (i) government officials, (ii) Political Party Officials, (iii) Senior Executives in public companies/organisations, and (iv) Relatives and Close Associates of the previous categories.
- 2 A government official is an officer, employee or any person acting on behalf of a federal, regional or local government, of a public organization or of an entity that is controlled by a governmental body or a political party.

4.2 General responsibilities and obligations
As a person to whom this policy applies, you must NEVER:
• Offer, give or receive – directly or indirectly – any payment, benefit or gift which is intended to be, or may be construed as, a bribe.
• Accept anything of value, if it might compromise your independence or judgement or create a conflict of interest or give the appearance of doing so.
• Tolerate any act of bribery or corruption;
You must ALWAYS:
• Be alert to indications or evidence of possible wrongdoing;
• Comply with the TCR Core Values and adhere to the highest levels of honesty, integrity and ethics at all times when conducting business for TCR.
• Report any breaches or potential breaches of this policy, even if the breach does not relate directly to you. It is unacceptable to ignore breaches that come to your attention. You may report breaches to your manager, General Counsel/Company Secretary or by using the TCR Whistleblowing Policy.
TCR will give its full support to anyone refusing to pay a bribe whatever the inconvenience, loss of business or extra costs involved for TCR.
Duties of managers:
Managers are expected to encourage ethical conduct and to lead by example. It is part of each manager’s responsibility to create and foster a culture of compliance and to:
• Provide leadership and support to their teams to understand the requirements of this policy and how to apply them in practice.
• Monitor compliance with this policy by the people they supervise.
• Use reasonable care to monitor third parties acting on behalf of TCR to ensure that they work in a manner consistent with this policy.
• Enforce this policy consistently, including taking appropriate disciplinary action.
• Support TCR’s staff who, in good faith, raise questions or concerns.
• Assess adherence to this policy by TCR staff when evaluating and rewarding them.


5 GIFTS, ENTERTAINMENT AND HOSPITALITY 
5.1 General guidelines
For the purpose of this Policy, Gifts, Entertainment and Hospitality refer to anything of value, offered on behalf of TCR, or accepted by someone to whom this Policy applies. Examples are wine, tickets for entertainment, business lunches or meals, etc. The fact that Gifts, Entertainment or Hospitality is paid by personal funds is irrelevant for the purpose of this Policy.
Gifts, Entertainment and Hospitality are a common form of business courtesy but must only be offered or accepted for proportionate social and business purposes at a level appropriate to the status and seniority of those involved. However, they can also be construed as an act of bribery or corruption if they are offered or accepted with the intention of obtaining an inappropriate advantage or exercising an inappropriate influence and should therefore be carefully considered.
Therefore, offering or accepting Gifts, Entertainment or Hospitality is only permissible under the following cumulative conditions:
They are never offered or accepted with the intention to obtain any advantage in return, whether personal or business-related;
• They are given or received unconditionally;
• They do not cause partial decision making or a conflict of interest;
• They do not consist of cash, or cash equivalents;
• They are occasional, reasonable and appropriate under the circumstances;
• They are transparent and documented;
• They are recorded in the company’s gift register, if applicable;
• They comply with local laws and regulations, if applicable.
Considering the above, you MUST:
• Be cautious when offering or accepting hospitality to or from someone with whom you are negotiating. Normal business lunches and dinners are, however, usually acceptable in these circumstances. You are not permitted to offer to or accept gifts from someone with whom you are negotiating.
• Be present with those you have invited to a hospitality event or with those who invited you.
• Only pay or reimburse travel, accommodation and other expenses of third parties who attend events held by TCR if the expenses are reasonable.
• Report it to your manager and General Counsel/Company Secretary if you suspect that you have been offered a gift with corrupt intent.

5.2 Gift register
Gifts, Entertainment and Hospitality estimated over 100€ (or local currency equivalent) per person, either offered or received shall be recorded in the company’s gift register as soon as possible.
Gifts, Entertainment and Hospitality estimated over 250€ (or local currency equivalent) per person, either offered or received shall be subject to prior approval of the line manager.
Any entry in the gift register shall at least mention the date, the name of the TCR individual and the name of the third party and his company (either offering or receiving), the subject and the signature of TCR.

5.3 Government officials
The risk of Gifts, Entertainment and Hospitality being considered as an act of bribery or corruption is greater when dealing with government officials. Notwithstanding the conditions for offering or accepting Gifts, Entertainment and Hospitality, it is expressly forbidden to offer or accept Gifts, Entertainment or Hospitality, whether directly or indirectly, to or from a government official with the intention to influence acts or decisions or to obtain any inappropriate advantage.

5.4 Facilitation Payments and Political Contributions
Facilitation payments and political contributions are prohibited under this Policy.
Facilitation payments are payments made, whether directly or indirectly, to government officials as an incentive to speed up or to obtain routine government actions (such as licenses or permits for example).
Political contributions include all types of contributions made to political parties, political movements, trade unions or their candidates and representatives, with the intention to influence their acts or decisions or to obtain any inappropriate advantage.

5.5 Charitable Contributions or Donations and Sponsorship Activities
TCR supports social enterprise and the communities in which we operate. Charitable contributions or donations and Sponsorships are a support in cash or cash equivalent (such as goods or services) to, respectively, a charitable organization or an event, activity or organization.
They can be considered an act of bribery or corruption if they aim to obtain an inappropriate advantage. Therefore, charitable contributions or donations and Sponsorships are only allowed under the following cumulative conditions:
• They must be appropriate and genuine;
• They are never offered with the intention to obtain any advantage in return, whether personal or business-related;
• They do not cause partial decision making or a conflict of interest;
• They shall be made to the organization itself, and not to one of its representatives or other individual;
• The organization in question is well-known, reliable and recognized by the local relevant laws;
• They are occasional, reasonable and appropriate under the circumstances;
• They are transparent and documented and in line with TCR’s Charity Policy ;
• They comply with local laws and regulations, if applicable.

5.6 Third Parties
TCR could be held responsible for acts of bribery by its intermediaries such as distributors, agents, advisers, consultants and other third parties. TCR is therefore committed to only work with third parties who share the same standards when it comes to the prevention and deterrence of bribery and corruption.
Therefore, you must be alert where:
• Third party suggests that an amount of money is needed to “seal the deal,” “get the business” etc. or that they can circumvent “red tape” or “expedite” normal business processes.
• Third party requests an unusual up-front payment or performance-related bonus or commission.
• Third party requests payment in cash or in another country (not connected to the services being provided) or through unusual or convoluted means, such as to an off-shore numbered account.
• Third party is being considered due to his connections with, or due to recommendations from, a public official.
• The country where the services are to be carried out, or the sector to which the services relate, has a reputation for bribery.
TCR undertakes to carefully choose its business partners and to promote ongoing compliance with this Policy. In addition to large OEMs and repair and maintenance suppliers, TCR also works with an extensive number of smaller suppliers. TCR therefore aims at adopting a risk based approach to gradually ensure that it is working only with third parties after having performed a proper due diligence (including completing a red flag questionnaire and a reputational verification) and entered into a formal agreement that contains commitments by the third party to abide by this Policy and audit rights for TCR to ensure compliance.
5.7 Reporting actual, suspected or potential policy violations
All TCR employees are encouraged to raise concerns about any actual, suspected or potential violation of this Policy at the earliest stage possible. It is unacceptable to ignore breaches that come to your attention. Where an employee believes that the guidelines are not being complied with shall report such concern according to TCR’s Whistleblowing Policy.
All persons who work for, act on behalf of, or represent TCR, or with whom TCR does business and who are contacted for reasons of such violation of this Policy, are expected to cooperate in good faith and to provide honest and truthful information.
5.8 Training and Oversight
TCR will provide training to relevant employees throughout the group to support them in complying with their responsibilities under this Policy and, if applicable, local laws and regulations regarding bribery and corruption. Internal Audit will monitor the implementation of the Guidelines and will test compliance. The Group Legal Department is also available to answer any questions.

FURTHER QUESTIONS
Any questions regarding this Policy and its implementation can be addressed to the General Counsel/Company Secretary Patrice De Hemptinne (Patrice.dehemptinne@tcr-group.com)