Anti-Bribery Policy | Elbridge Capital

Introduction

Elbridge Capital Management V.C.M. S.A. (hereinafter the “Company”) is committed to conducting its business with the highest standards of integrity and transparency. This Anti-Bribery Policy aims to prevent any instances of bribery and corruption across all its operations. The Company values its reputation for ethical behavior, financial probity, and reliability, and it recognizes that involvement in bribery reflects adversely on its reputation.

Scope: This policy applies to all the Company’s directors, officers, employees, consultants, agents, contractors, and any other third parties working on behalf of the Company, irrespective of location.

Purpose: To clearly outline the Company’s zero-tolerance stance toward bribery and corruption, establish a framework for preventing, detecting, and addressing bribery, and ensure compliance with applicable anti-corruption laws.

2. Policy Statement

The Company strictly prohibits:

Bribery in Any Form: The offering, giving, soliciting, or accepting of any bribe, whether cash or other inducement, to or from any person or company, regardless of their affiliation (public official, private entity, or individual) and location.
Third-Party Bribery: Any form of bribery or inducement conducted indirectly through third parties, such as consultants, agents, contractors, suppliers, or other associates acting on behalf of the Company.
Facilitation Payments: Facilitation or “grease” payments to expedite routine government actions.

Any individual acting on behalf of the Company is strictly prohibited from engaging in bribery to gain any commercial, contractual, or regulatory advantage or for any personal benefit. Violations may lead to disciplinary action, up to and including termination of employment or contract and, where applicable, criminal prosecution.

3. Acceptable Practices

The Company acknowledges that certain forms of customary corporate hospitality and gift-giving can foster positive business relationships. However, such practices must be:

Transparent and Reasonable: Hospitality and gifts should be appropriate, proportionate, and not aimed at influencing decision-making.
Properly Documented: All gifts, hospitality, or entertainment provided or received above a specified monetary threshold must be recorded in the Company’s Gift and Hospitality Register.
Pre-approved (if necessary): Larger gifts or entertainment expenses must receive prior written approval from the designated compliance officer or a senior manager.

Examples of acceptable practices, subject to documentation and approval, include:

Modest business meals or hospitality, consistent with local norms.
Corporate-branded promotional items or modest holiday gifts.
Token gifts during cultural or festive occasions within acceptable thresholds.

4. Roles and Responsibilities

All Employees and Consultants: Responsible for understanding and adhering to this policy. They must also remain vigilant and report any suspected instances of bribery.

Senior Management: Accountable for implementing this policy, providing oversight, and ensuring that it is communicated effectively. Senior management must foster an environment where employees feel comfortable raising concerns.

Compliance Team: The Compliance Team is responsible for:

Developing and maintaining this policy.
Conducting regular anti-bribery training.
Maintaining and auditing the Gift and Hospitality Register.
Investigating all reported concerns or breaches.

5. Reporting and Whistleblower Protections

The Company encourages all employees, consultants, and third parties to report any suspected instances of bribery without fear of retaliation.

Confidential Reporting Channels: Reports can be submitted anonymously through the Company’s Whistleblower Hotline or a secure, confidential email managed by the Compliance Team.
Non-Retaliation Assurance: The Company guarantees that any individual reporting concerns in good faith will be protected from retaliation, discrimination, or adverse consequences.
Procedure for Investigation: The Compliance Team will promptly investigate all reports of suspected bribery, maintaining confidentiality to the extent possible and consistent with legal requirements. Findings and any subsequent disciplinary actions will be documented and reported to senior management.

6. Record-Keeping and Monitoring

Accurate records are essential for detecting and preventing bribery. The Company requires:

Documentation of Transactions: All financial records, invoices, and expense claims must be accurate, complete, and include sufficient detail to identify the purpose of the transaction.
Gift and Hospitality Register: A log of all gifts, hospitality, or expenses above the approved thresholds must be maintained and regularly reviewed.
Internal Audits: Annual audits will be conducted to ensure compliance with this policy, identify any areas for improvement, and verify that documentation is maintained as required.

7. Training and Awareness

All the Company’s employees, consultants, and agents shall complete anti-bribery and anti-corruption training, with periodic refresher sessions. Training will cover:

Recognition of bribery risks and common red flags.
Procedures for reporting suspected violations.
Distinctions between acceptable and unacceptable practices.

Senior management is also responsible for fostering a culture of transparency and integrity, continuously reinforcing the importance of this policy.

8. Consequences of Non-Compliance

Violations of this policy will result in disciplinary action, including termination of employment or contract. The Company reserves the right to refer serious violations to the appropriate legal authorities for prosecution, with potential criminal consequences, including fines or imprisonment.

9. Policy Review and Amendments

This Anti-Bribery Policy will be reviewed annually or when there are significant legal or business developments that necessitate updates. Any amendments to the policy will be communicated promptly to all relevant parties to ensure continued compliance.