Anti-Bribery & Corruption Policy

1.Introduction

SOREN HOLDING ApS acknowledges that it has a responsibility towards its customers, shareholders, and regulators to ensure that the company, its employees, and its representatives do not commit acts of bribery and corruption and that applicable regulation is complied with.

Corruption creates an unlevel playing field for honest businesses. Corruption undermines the support and confidence of the business environment (customers, donors, suppliers, agents, and consultants). Doing business with integrity avoids risk and can help to build the company’s reputation and its commercial success. A company with a high compliance standard and a good reputation is a desirable partner in business.

The Policy must always be interpreted and enforced with the goal of ensuring and maintaining the highest ethical standards within the company.

2.Scope and Objective

The objective of this Anti-Bribery and Corruption Policy is to state the requirements for business practice and personal conduct within the company. The Policy applies to all employees and other appointed representatives, and to all activities undertaken by Soren, its branches, employees or other appointed representatives anywhere in the world. Exposure to these risks varies significantly from one country to another.

The risk of the company indirectly facilitating clients’ or partners’ funds from external bribery and corruption activities falls outside the scope of this Policy as this risk is covered by the policies and procedures that form the KYC framework.

3.Policy Statements

Soren is committed to the highest standards of openness, integrity and accountability and has zero-tolerance against corruption. No person may directly or indirectly offer or accept an advantage or reward the improper performance of an activity to gain an advantage.

Soren will exercise all due efforts to ensure that corruption does not occur in its business activities. This includes the company’s business partners and intermediaries, including White Label Clients, Introducing Brokers, and Referring Agents. Not meeting the expectations of the company’s stakeholders and liquidity providers because of the actions of business partners or third-party intermediaries will likely have a negative impact on the company’s brand.

The Board of Directors believes that fair dealing is an essential attribute of the company which should be reflected in all activities undertaken during business. Each employee has a responsibility to ensure that they are not involved in or perceived to have been involved in corruption or other dishonest behaviour.

4.Definition of Corruption

4.1 Corruption

Corruption can take many forms and can be defined as the abuse of entrusted power for private gain. Corruption can happen anywhere and can involve anyone. There are different types of corruption, such as bribery, conflict of interest, fraud, embezzlement, and extortion. Fraud, embezzlement and extortion are corruption types that are shortly defined in the following sections but are otherwise outside of the scope of this Policy. These corruption types are covered by the Fraud Management Policy.

4.1.1 Bribery

Bribery is a specific subset of corruption and is defined as giving or receiving a financial or other advantage in connection with the "improper” performance of a position of trust. The term does not only relate to public officials, but also to giving and receiving bribes in commercial practice.

Bribery shall be understood broadly: Bribery includes both giving, offering, requesting, or accepting any advantage to or from any person or company to induce or reward behaviour that is illegal, unethical or a breach of duty.

An “advantage” can be any kind of benefit, financial or otherwise, or anything of value or perceived value, such as any personal, commercial, contractual, or regulatory advantage. Cash or an actual payment exchanging hands does not need to be present, but can take many forms such as a gift, lavish treatment during a business trip or tickets to an event.

“To and from any person” means that the subject to a bribe can be a person (or company associated with that person), but does not have to be solely in their interest or whom they represent. It can be carried out directly or through a third party.

The initiation of the bribe can be conducted by both parties. For example, in a vendor selection process; The vendor indicates that if the Soren employee contract with his/her vendor company, the Soren employee will personally receive a benefit. Or the buyer/the Soren employee indicates that the vendor wins the contract, if the Soren employee receives a benefit from the vendor.

4.1.1.1 Offering, providing, or receiving benefits such as gifts, entertainment and hospitality or other items of value

4.1.1.1.1 Gifts

When an employee gives or receives gifts, one should carefully consider if the gift can be perceived as bribe or create a conflict of interest. Although gifts are not regulatory prohibited, this is an issue that can cause difficulty as it can be used to influence decisions and to manoeuvre employees into a position of obligation. For a gift to influence the decision making, the gift will usually be of larger value and deviate from generally accepted forms of interaction. It requires sound judgement on the level of hospitality to offer, the way to provide it, and determination of the influence the recipient might have. Gifts can be anything given of value and can come in many shapes and forms such as money, discounts, vouchers, goods or services and marks appreciation of a relationship or an action.

Exchanging modest gifts is often considered a form of courtesy and is common business practice in most countries. Gifts to government officials are generally not accepted in the company. The company’s internal rules for exchanging modest and limited gifts are described in the Gifts and Entertainment Procedure (gifts to/from third parties) and shall be consulted for more information about the value of the gift, manager approval and registration.

Local Business Procedure includes thresholds for the allowed value for giving and receiving gifts and requirements for registration in the register.

Gift Policy describes the internal rules for gifts given internally within the company.

4.1.1.1.2 Hospitalities and Entertainment

Generally, hospitality and entertainment or promotional expenditure which is proportionate and reasonable to the business you are doing, is unlikely to be considered corruption. Hospitalities and entertainment can include i.a., instances when a Soren employee accepts and participates in meals, receptions, tickets to entertainment, or invitations to social or sports events, which are given to develop or cement relationships. However, if the dinner or event is sumptuous and of great cost, it is likely unproportionate and may create a conflict of interest that again can corrupt the relationship.

Hospitality and entertainment require the giver/host to be present – if the host is not, the expenditure is a gift.

The company’s internal rules for modest and limited hospitalities are described in the Gifts and Entertainment Procedure and must be consulted for more information about the value of the gift, manager approval and registration.

4.1.1.1.3 Sponsorships and Donations

Sponsorships and donations are normal corporate activities. There are two types of sponsorship situations. Either a third party decides to sponsor something of relevance for a Soren employee or the company decides to sponsor a third party; a club or an association.

An example of the first situation could be if a vendor/supplier of services or goods to the company offers to donate money to or sponsor a local club in the interest of a Soren employee. This situation may manoeuvre the employee into a position of obligation and may have a direct effect on the current supplier negotiations and the employee’s decision-making of which vendor/supplier to choose. If the sponsorship or donation is used to influence certain business decisions, it may be a case of bribery.

An example of the second situation could be, when a VIP-client agrees to a standard VIP-fee, rather than a better customized fee, and the company in return sponsors a sports club owned by the VIP client. Soren receives sponsorship and awareness in a local market and the VIP-client acquires sponsorship of something in his/her interest. This may be a well-argued business decision that both parties benefit from.

It can be quite difficult in practice to benchmark sponsorships and charitable donations to establish what a reasonable payment should be. This creates room for the Soren employee to inflate payments to the supplier/client to channel funds to pay bribes or be paid back as kickbacks.

Therefore, all sponsorships need to be assessed based on the commercial objectives of the company, rather than personal interest of the employee. To ensure transparency and handle conflict of interest, it is required to complete the “Sponsorships & Conflict of Interest Form” owned by Go-To Market Team. The company’s internal rules and arrangements for managing sponsorships is described in the “Legal Marketing Manual”.

4.1.1.1.4 Facilitation Payments

Facilitation payments are unofficial cash payments or items given to a public or government official that acts as an incentive for the official to expedite an action or process, benefitting the party making the payment. Facilitation Payments are thus in reality small bribes paid to facilitate routine procedures or official functions. Examples include situations where an employee pays an additional fee to accelerate a public service such as a license, customs clearance or issuing of a visa. In most countries, facilitation payments are deemed to constitute bribes and are prohibited. However, the company has offices in countries where facilitation payments are more commonly accepted and where the risk of being exposed for this type of bribery is larger than otherwise. Facilitation payments are not an accepted means of conducting business within the company.

4.1.2 Conflicts of Interest

In business, a conflict of interest (COI) normally refers to a case in which an individual’s personal interests conflict with the professional interests owed to the employer, or the company in which the person is related. As an investment bank, there are a range of circumstances which may give rise to a conflict of interest and potentially, but not necessarily, be detrimental to the interests of one or more clients of the company. A conflict of interest may arise if the company, or any person directly or indirectly controlled by the company or a client, is likely to make a financial gain, or avoid a financial loss, at the expense of a client. The company’s internal rules and arrangements for managing conflicts of interest are described in the Conflicts of Interest Policy and Information to Clients about a Conflict of Interest Procedure.

Another example could be an employee awarding a contract to a company in which he or she has a financial interest or has some other connection with, such as a relative or friend.

A conflict of interest is not in itself illegal, but the decision-making process can be disrupted or compromised in a manner that affects the integrity or the reliability of outcomes. When a person is subject to a conflict of interest, the person cannot be perceived from an outside perspective as “fit” to make a professional judgment regarding a primary interest (e.g., the interest of the employer) without being unduly influenced by a secondary interest (e.g., a vested interest in a company supplier).

4.1.2.1 Nepotism

Nepotism is the favor of family members, friends, and acquaintances when, for example, positions need to be filled, or other benefits are to be given. It is a special form of abuse of power, where the powerful favor according to e.g., family and friendship, rather than according to relevant experience, education, or skills. Nepotism will often not be punishable but will often contravene the obligations that the powerful person has, for example, by virtue of the person’s employment relationship, as it may constitute a conflict of interest.

Referral of friends and family members for positions in the company is perfectly fine and natural. However, if a family member or a friend is invited to a job interview in the company, the Soren employee should not intervene in the hiring process. This is especially important if the Soren employee holds a superior position, as his/her involvement may compromise the integrity of the decision-making process.

4.1.3 Embezzlement

Embezzlement involves a public or private official misappropriating money or other assets that they have been entrusted with in their official capacity. Embezzlement is a kind of financial fraud, which often involves the falsification of documents and records over a long period of time, while small amounts are regularly secreted in a systematic manner. Reference is made to the Fraud Management Policy.

4.1.4 Extortion

Extortion is the illegal use of a person’s position to forcefully demand payment in return for granting an undue economic advantage. Like bribery, a payment is made to a person who is in a position of power or influence. However, in the case of extortion, the person in the position of power or influence demands payment and does so using intimidation, threats, or force. Reference is made to the Fraud Management Policy.

4.1.5 Fraud

Fraud is a financial crime that includes some form of deception or forgery. It is fraud when an employee cheats customers or companies for his own gain, or if an employee is involved in the black market or in criminal circles. Reference is made to the Fraud Management Policy.

4.2 Intermediaries

Intermediaries are third parties that act as middlemen or agents for dealings with e.g., suppliers, contractors, or clients on behalf of the company. The company's intermediaries are Referring Agents, Introducing Brokers, and White Label Clients. Other external business partners could additionally include suppliers and contractors. Third parties and business partners might not adhere to the same anti-corruption standards and have the necessary internal compliance policies and risk management mechanisms in place. Poor business conduct and non-compliance by a company’s business partners may cause severe legal, reputational damages and liquidity issues for the company. When considering entering new partnerships, it is important to consider if the partners apply the same standards and reporting mechanisms and have a mature internal organisation.

5.Risks

Corruption undermines legitimate activities, distorts competition, ruins reputations, and exposes the company and individuals to risk. Non-compliance with the Policy may expose the company to reputational damage, consequences with partner banks, liquidity issues, loss of new business opportunities and clients and regulatory scrutiny and actions. An effective anti-corruption program protects the company from expenses related to investigations, potential fines, bans from public procurement, prison sentences for executives, civil litigation from customers, reputational as well as internal damages, and unrest for employees and organisations. Failure to observe this Policy is also a cause for disciplinary action, including potential dismissal.

6.Roles and Responsibilities

6.1 The Roles

The Board of Directors is overall responsible for the approach to corruption and shall discuss reports from Compliance and potential bribery incidents that may affect the business of the company.

It is each employee’s responsibility to conclude in consultation with their line-manager to determine if an act is not appearing professional, reasonable, proportionate, and appropriate. The manager must decide if further escalation is needed. Compliance can be consulted for advice on whether the offered (given or received) has a professional purpose, aligns with appropriate conduct, and is assessed as reasonable in the specific case. However, Compliance can never approve or sign off on whether a gift or hospitality can be given or received, or if an action constitutes corruption.

When relevant, Compliance will escalate matters to the Executive Team, Board of Management, and/or the Board of Directors respectively, according to the requirements in the escalation matrix in the Compliance Policy.

According to best practice, the company has decided to appoint an Anti-Bribery and Corruption Officer who can be consulted by email at the designated Compliance contact. Compliance and the Anti-Bribery and Corruption Officer shall periodically assess the effectiveness of relevant procedures implemented in the company as part of the risk-based monitoring to ensure compliance with this Policy and:

• Assess the effectiveness of relevant procedures and controls
• Conduct risk assessments
• Promote a culture of awareness of anti-bribery and corruption
• Establish guidelines for giving and/or receiving gifts and hospitality
• Keep training programmes for staff updated
• Be informed about all activity relating to anti-bribery and corruption
• Receive reports of suspicion of bribery or corruption.

7.Training

Soren must ensure that its employees have read this Policy and the linked Policies and Procedures.

Appropriate training must be provided to employees. Special attention should be paid to personnel within the Senior Sales Management, Marketing and Sponsorship and Procurement.

An Anti-Bribery & Corruption e-learning is issued by Compliance to all employees.