LEDNINGSSYSTEM	Regnr: Q182	Godkänd: 2018-06-01
Dokument: Anti-Corruption Policy – G Karlsson Spedition AB	Kapitel: Ledning och styrning	Utgåva: 1

Anti-Corruption Policy – G Karlsson Spedition AB

G Karlsson Spedition AB, in what follows referred to as “the Company” is committed to conducting
its business honestly and transparently, at all times in accordance with applicable legislation and in line with the highest standards of business ethics.

This policy prescribes a zero tolerance approach to corruption (in what follows referred to as acts of bribery) for all Company employees and third party representatives and intermediaries acting on behalf of the Company.

This policy

- defines acts of bribery
- stipulates a set of general anti-corruption rules for the Company to follow
- describes how to identify risks of bribery and how to minimize such risks, in particular:

1. how to assess and monitor third party arrangements
2. how to evaluate what is acceptable in terms of gifts, entertainment and hospitality and how to    record such transactions
3. how the company views so called facilitation payments
4. giving/taking of bribes by Company employees
- describes precautions to take in order to prevent acts of bribery
- outlines how a Company employee should act if confronted with corrupt behavior
- outlines how the Company shall act if acts of bribery are reported or observed



1. Definition of (acts of) bribery

Bribery can broadly be defined as the offering, promising, giving, accepting or soliciting of an advantage as an inducement for an action which is illegal or a breach of trust.

What is a bribe?

Bribes can take on many different shapes and forms, but typically they involve corrupt intent.
A bribe could be:
- the direct or indirect promise, offering, or authorization, of anything of value;
- the offer or receipt of any loan, fee, reward, or other advantage;
- the giving of aid, donations or voting designed to exert improper influence.

Who can be engaged in bribery?

The bribery can be committed by:
- an employee of the Company;
- any person acting on behalf of the Company (e.g. third party representatives);
- any individual participating in giving/receiving bribes by organizing bribery/assisting in the commissioning of bribery/encouraging perpetration of bribery.

Who gives bribes? Who can be bribed?

There are three general bribery offences:
- The offence of bribing a person (usually in a management position) in commercial or other organizations;
- The offence of being bribed (usually concerning a person with functions of management: general Manager, Purchasing Director, Purchasing Manager etc.);
- The offence of bribing a public officer (state or municipal, national or foreign).

 2. General Anti-Corruption Rules for the Company to Follow

In order to avoid contact with corruption, the Company shall abide by the following set of general rules:

- Not allow the participation of public officers (state public officers or of the territorial subjects or municipal public officers) in the activities of the Company on a paid basis.
- Not engage in business activities with public officers (state public officers or of the territorial subjects or municipal public officers) or with their trustees.
- Not lend money (loans, credits) or give money without compensation, render services or provide works without compensation, pay entertainments; amusements; rest, holidays, vacations, travel or transport costs, business related expenses (which could be regarded as a bribe) to public officers (state public officers or of the territorial subjects or municipal public officers) or to persons in commercial and other organizations.
- Charitable contributions and sponsorships shall not be used to circumvent the bribery prohibition. Therefore charitable contributions and sponsorships require prior approval of managing director.
- Not offer or give political contributions. The prohibition does not apply to political contributions by employees in their own names using their personal funds in conformity with applicable laws.
- Employees must avoid conflicts of interest between their personal financial interests and their involvement in the Company’s business. Any company employee in a position to influence a company decision with respect to a transaction with any entity in which the employee has a financial interest (other than portfolio investments in public companies’ securities) shall disclose to his or her immediate superior such financial interest and refrain from participation in the transaction.

The Company’s employees shall avoid any situation that may present a conflict of interest. This includes situations in which the employee’s relationship with another person may interfere with the employee’s ability to make sound business decisions in the best interest of the Company. Employees are obliged to inform their immediate superior of any participation, directly or indirectly, with any entity that competes with, or engages in business with the Company. Company employees may participate and contribute back to the communities in which we live and work. Service as an officer or director of a charitable or other non-profit organization is, as such, not considered a conflict of interest.

3. How to Identify and Minimize Bribery Risks

Bribery risks typically fall within the following categories:

3.1 Use of Third Party Representatives, intermediaries

The definition of a third party or an intermediary is broad, and applies but is not limited to the following: customers, business agents, business development consultants, lobbyists, advisors or other persons or entities serving a similar function as well as distributors, contractors, suppliers, employees or governmental officials. Potential risks exist whenever a third party conducts business activities on the Company´s behalf, so that the result of their actions can be seen as benefitting the Company. Therefore the Company shall exercise great diligence in assessing the reputation for business integrity of prospective intermediaries. Third parties who pose significant risks and act on the Company´s behalf must at all times operate in accordance with this policy. The Company´s management is responsible for the evaluation of each third party relationship and shall determine whether or not it falls into this category. Prior approval by the board of the Company is required before entering into an agreement with an intermediary. Where a risk regarding a third party arrangement has been identified, management must:

- evaluate the background, experience, and reputation of the third party;
- understand the services to be provided, and methods of compensation and payment such as commission payments;
- evaluate the business rationale for engaging the third party;
- take reasonable steps to monitor the transactions of third parties appropriately;
- ensure there is a written agreement in place which acknowledges the third party’s understanding and compliance with this policy. All illegal payments or gifts made through or by intermediaries for the purpose of obtaining, retaining or directing business for the Company is prohibited. Any commission or fee to be paid to an intermediary must be:

- reasonable in amount in relation to the extent and nature of the services actually performed by the intermediary;
- paid in accordance with the Company’s customary payment procedures and recorded properly on the Company’s accounts; and


- governed by a written agreement with the intermediary, which specifically prohibits illegal payments or gifts and provides for immediate termination of the agreement and cessation of future fee payments in the event of misconduct. If a third party is thought to engage in corruption despite all these measures, the Company´s management shall take action as outlined in section 6.

 3.2 Gifts, Entertainment and Hospitality

Limited corporate hospitality is a widely accepted aspect of building good business relationships, and the Company allows company employees to make or accept hospitality or gifts provided that they:

- conform to local laws and customs;
- do not place the recipient under any obligation to the donor or appear to do so; and
- are not prohibited by the policies of the recipient’s employer.

 Gifts, entertainment and hospitality include the receipt or offer of gifts, meals or tokens of appreciation and gratitude, or invitations to events, functions or other social gatherings in connection with matters related to business activities. These activities are acceptable provided they fall within reasonable bounds of value and occurrence and are received/given for advertising or representative goals without receiving/giving back any material profit. In order to evaluate what is acceptable in terms of gifts, entertainment and hospitality, go through the following check-list before giving or receiving the type of items described in this section:

- what is the intent - is it to build a relationship or is it something else?
- how would you look if these details were on the front page of a newspaper?
- what if the situation were to be reversed – would there be a double standard?

If you find it difficult to answer one of the above questions, there may be a risk involved which could potentially damage the Company’s reputation and business. The action may even be illegal. For further guidance and in case of doubt, consult the Company´s Management (which may in turn consult the Company´s lawyers). Transparency is key and often removes any doubts about corrupt intent. Therefore, the Company maintains monetary thresholds and informs suppliers, subcontractors, intermediaries, joint venture partners and other cooperation partners about these thresholds. The Company monitors a gift, entertainment and hospitality register (control sheet). Any form of gift, entertainment or hospitality – given, received or offered, is recorded in this register. In accordance with Finland tax code, gifts (such as New Year gifts) given by the Company to its employees are taxable if they have a value per person exceeding x. In such cases, tax on income of physical persons is calculated and withheld by the Company.

 3.3 Facilitation payments

In many countries, it is customary business practice to make payments or gifts of small value to junior government/municipal officials in order to speed up or facilitate a routine action or process. Despite this, these so called “facilitation payments” as defined here are against the Company´s Anti-Corruption policy and illegal within Finland as well as within most other countries. National legislation makes no distinction between facilitation payments and bribes regardless of size or local cultural expectations, even if that is “how business is done”. Facilitation payments (to induce the timely performance of duties by government employees) is thus not permitted. Lawful payments to a government agency are not “facilitation payments”. However, in the event that a facilitation payment is being extorted, or if an employee is forced to pay under duress or faced with potential safety issues or harm, such a payment may be made, provided that certain steps are followed. In such situations, Company employees must immediately inform the Managing Director of the Company. The Company Management will then, together with the Company´s lawyers, decide on what appropriate actions to take. Any payment made must be recorded in the Company´s books in order to reflect the substance of the underlying transaction. The record of the payment might also be used in court.  If you are unsure whether certain payments which resemble the definition of facilitation payments are permissible, please contact the Managing Director of the Company for guidance.

3.4 Minimizing risk

In order to minimize the risk of company employees (in particular, members of management including sales and purchasing staff) giving or accepting bribes, all employees must read and guarantee in writing that they will follow this Anti-Corruption Policy, as amended from time to time, for as long as they work for the company. All employees with positions considered to be "risky" are specially evaluated by the Company during the hiring process and also interviewed regarding any previous experience of (and attitude towards) bribes/ kickbacks.

4. How to prevent acts of bribery from taking place

As a company, we can take the following steps to assist in the prevention of bribery:

4.1 Risk Assessment

Effective risk assessment lies at the very core of the success or failure of this Anti-Corruption Policy. Risk identification pinpoints the specific areas in which the Company faces bribery risks and allows the Company to better evaluate and mitigate these risks and thereby protect itself. Business practices around the world are deeply rooted in the attitudes, cultures and economic prosperity of a particular region. The nature of the transactions entered into by or on behalf of the Company (e.g. licenses and permits) or the involvement of intermediaries must also be taken into account when assessing the risks faced by the Company. It is therefore essential that the Company keeps up to date with the bribery risks it faces in the sectors and markets within which it operates.

4.2 Due Diligence

In order to effectively combat/prevent bribery, the Company needs to:
 - know who it is doing business with;
- why, when and to whom funds are released;
 - in certain circumstances, seek mutual anti-bribery agreements.

 Employees should make the following enquiries before embarking on a particular business venture:

- the risks that a particular business opportunity could give rise to;
- the reputation of individuals or organizations involved in key decisions (e.g. intermediaries or joint-venture partners).

 ?he Company must also maintain accurate books, records and financial reporting covering all its activities and including all transactions with third party representatives working on the Company´s behalf. Books, records and overall financial reporting must be transparent and accurately reflect each of the underlying transactions. False, misleading or inaccurate records of any kind could potentially damage the Company.

5. How to act if you come across (attempts at) acts of bribery

5.1 All employees of the Company have a responsibility to help detect, prevent and report instances of bribery.

5.2 Employees who come across suspected instances of bribery (either within the Company, by any third party affiliated with the Company or by any of the Company´s competitors), shall report this to the managing director at once.

5.3 Suspected bribes may be (anonymously) reported to an independent representative within the Company who is not a member of Management. This representative shall be elected by the employees (excluding Management). Name, contact details and function of the representative in question shall be visibly posted in an area of the Company available to all employees.

6. Actions to take if acts of bribery are reported/observed

The Company´s management will follow the below procedure in case acts of bribery are reported/suspected/observed:

5.4 Evaluate the evidence. If the evidence is deemed to be insufficient, make sure that the person/party in question has read and agreed with this policy in writing. Keep the person/party under observation if any doubt about his/her actions remains.

5.5 If the evidence for acts of bribery carried out by Company employees or third parties on behalf of the Company is strong, consult with the Company´s lawyers which appropriate actions to take in accordance with Finland legislation. Possible actions include:

5.5.1 Disciplinary measures such as formal warnings and dismissal (including termination of labor contracts);

5.5.2 Cancellation of contracts (with third parties);

5.5.3 Police investigation/court procedures depending on the case and circumstances in question.

This Anti-Corruption Policy has been duly approved by the Board of the Company on the

2015-12-16

Bertil Karlsson