Anti-corruption Policy

Anti-corruption policy

1. INTRODUCTION
Grupo BB&G, Lda., and all its Affiliates, namely, BB&G – Alternative Worldwide Environmental Solutions, Unipessoal Lda (together referred to as “BB&G Group”) believe in conducting business with an unwavering commitment to the highest standards of ethics, integrity, and transparency.
This Anti-Corruption Policy (hereinafter referred to as the “Policy”) outlines our commitment to preventing corruption in all its forms and provides guidance to employees, including senior executive and financial officers, and the members of the management, contractors, agents, and other stakeholders on appropriate conduct.
BB&G Group recognizes the detrimental effects of corruption on society, businesses, and individuals. Corruption erodes trust, distorts fair competition, impedes economic growth, and undermines the very fabric of ethical business practices. Therefore, we are determined to combat corruption wherever it may manifest.

2. SCOPE
The scope of this Policy applies to every BB&G Group’s employee, including senior executive and financial officers, and to members of our Board of Directors, and reflects the standard to which the company expects it business associates, partners, agents, contractors, and consultants to adhere when acting on the company’s behalf. It covers all business activities, including interactions with government officials, business partners, and clients.
This Policy is intended to supplement all applicable laws, rules, and other corporate policies.

3. RESPONSIBILITY & ACCOUNTABILITY
It is the responsibility of the Executive Leadership Team (“Forum Group”) and the designated officer to ensure the following Procedure is adhered to. The Forum Group shall review and uptdate this Policy to ensure its continued effectiveness and relevance.
Requests for additional guidance or interpretation regarding this Policy can be directed to the Legal Department.
It is the responsibility of all Senior Management, Department Managers and Team Leaders/Supervisors to ensure the functionality and accuracy of this Procedure is adhered to.
It is the responsibility of every employee to ensure the functionality and accuracy of this Procedure is adhered to.
It is the responsibility of the Forum Group and the designated officer to ensure that a risk assessment and due diligence are conducted prior to the appointment of a third-party intermediary.

4. DEFINITIONS
4.1.Corruption: Corruption encompasses any dishonest or unethical conduct that subverts the proper functioning of business operations, public trust, or the rule of law. It includes, but is not limited to, bribery, fraud, extortion, embezzlement, money laundering, and abuse of power for personal or organizational gain. This Policy will refer to both as “bribery.”
4.2.Bribery: Bribery refers to the offering, giving, receiving, or soliciting of anything of value, directly or indirectly, to improperly influence the actions or decisions of an individual or entity, whether in the public or private sector.
Bribery can take many forms, including the provision or acceptance of:
• cash payments
• phony jobs, shell companies, or “consulting” relationships
• kickbacks
• political or charitable contributions
• social benefits, or
• gifts, travel, hospitality and reimbursement of expenses
Company employees are strictly prohibited from offering, paying, promising, or authorizing, directly or indirectly, any financial or other advantage or benefit to foreign officials, candidates or parties for the improper performance (whether it be an act, omission, use of influence or otherwise) of a relevant function or activity.
4.3.Extortion: Extortion involves the use of coercion, threats, or intimidation to obtain money, services, or other benefits from an individual, entity, or organization. It includes demanding or accepting bribes under duress, exploiting one’s position of power, or leveraging threats of harm or disadvantage.
4.4.Fraud: Fraud involves deceptive practices, misrepresentation, or intentional deceit with the purpose of gaining an unfair or unlawful advantage, causing harm, or obtaining something of value through false pretenses. This includes financial fraud, identity theft, falsification of records, or misleading statements.
4.5.Embezzlement: Embezzlement refers to the illegal misappropriation or theft of funds, assets, or property entrusted to an individual or entity for management or safekeeping. It involves the unlawful diversion of resources for personal gain, often through manipulation or misuse of authority.
4.6.Money Laundering: Money laundering is the process of disguising the origins of illegally obtained funds by transferring them through legitimate businesses or financial institutions. It involves converting illicit proceeds into ostensibly legitimate assets to conceal their true source.
4.7.Abuse of Power: Abuse of power occurs when an individual or entity misuses or exploits their position of authority, influence, or control for personal gain, to the detriment of others or the organization. This includes actions such as nepotism, favoritism, and manipulation of processes for selfinterest.
4.8.Facilitating Payments: Facilitating payments are small, unofficial payments made to expedite routine government actions or services to which an entity is entitled.
4.9.Government Official: A government official is any person who holds a legislative, administrative, executive, or judicial position in the government, including public agencies, public enterprises, and international organizations.
4.10. Conflict of Interest: A conflict of interest arises when an employee’s personal interests or activities interfere or appear to interfere with their ability to act in the best interests of BB&G Group. This includes situations where an employee, or a close associate, has a personal interest that could influence or be perceived to influence their objectivity, decision-making, or actions.
4.11. Whistleblower: A whistleblower is an individual who reports known or suspected violations of this policy or other unethical behavior within BB&G Group. Whistleblowers play a vital role in maintaining the integrity of our organization.

5. DISCIPLINE
Any employee who violates the terms of this Policy will be subject to disciplinaryaction.
Any employee who has direct knowledge of potential violations of this Policy but fails to report such potential violations to Company Management/the designated officer will be subject to disciplinary action.
Any employee who misleads or hinders investigators inquiring into potential violations of this Policy will be subject to disciplinary action.
In all cases, disciplinary action may include termination of employment.
Any third-party agent who violates the terms of this Policy, who knows of and fails to report to Management/the designated officer potential violations of this Policy, or who misleads investigators making inquiries into potential violations of this Policy, may have their contracts re-evaluated or terminated.

6. IMPROPER PAYMENT PROVISIONS
Any payment or offer of payment to a foreign official with the intent of influencing that official to assist in obtaining or retaining business or any other advantage for the company is strictly prohibited. The definition of “payment” under bribery and corruption laws encompasses not only the actual transfer of money but also includes an offer, promise, or authorization of payment, as well as an offer, gift, promise, or authorization of the provision of “anything of value.”
The term “anything of value” extends beyond cash and cash equivalents to include gifts, entertainment, travel expenses, accommodations, and any other items or benefits, whether tangible or intangible. The law applies not only to completed payments or offers but also to any act or event that is “in furtherance of” a payment to a foreign official.
Offering an improper payment, even if not consummated, constitutes a violation of these laws. Similarly, instructing, authorizing, or allowing a third party to make a prohibited payment on the company’s behalf, ratifying a payment after the fact, or making a payment to a third party with knowledge or reason to know it may go to a government official is also a violation.
6.1.Gifts, Entertainment, and Hospitality:
At BB&G Group, we emphasize positive relationships with clients, partners, and stakeholders. While recognizing the existence of customary exchanges, it is crucial to ensure that gifts, entertainment, and hospitality align with our commitment to transparency, integrity, and fairness.
Similar to the prohibition on receiving payments or amounts from customers and suppliers, the offering or acceptance of gifts and invitations is subject to the following conditions:
• Only gifts that adhere to social customs and practices will be considered. Such gifts cannot exceed the amount of 50 euros, with an annual limit of 150 euros from the same entity, including its affiliates.
• The giving of gifts in the form of money, gift cards, or checks that can be used as money, regardless of their form or duration, is expressly prohibited.
• Acceptance of regular gifts of symbolic and promotional nature of little economic value, such as pens, diaries, notebooks, etc., is permissible.
Invitations to conferences, courses, meals, and professional meetings are allowed, provided they do not exceed reasonable limits in accordance with social customs and the hierarchical level of the recipient.
All interactions involving gifts, entertainment, or hospitality should be conducted openly and transparently. Proper documentation of any offering made or received is essential, ensuring that all involved parties understand the purpose and nature of the exchange.
Under no circumstances should gifts, meals, entertainment, or travel influence, or appear to influence, independent business judgment. Any such activities should aim solely to foster positive relationships without creating obligations or compromising professional judgment.
In the event that any member of BB&G Group receives any undue remuneration, immediate communication to their superior is mandatory. The superior will arrange for its return and provide necessary clarifications with the supplier, client, or interested party.

7. BRIBERY OF FOREIGN OFFICIALS
It is prohibited for the company and any of its employees, officers, directors and agents to directly or indirectly influence (with money, gifts, or promise) any foreign government, official, political party, or political candidate in order to assist the company in obtaining or retaining business or in directing business to any other person. BB&G Group also proscribes the authorization or ordering of any practice that constitutes a violation of these prohibitions.

8. BOOKS & RECORD KEEPING REQUIREMENTS
In addition to its improper payment provisions, certain accounting requirements are imposed on a company. Specifically, it is required that a company maintains books, records and accounts that, in reasonable detail, accurately reflect the transactions and dispositions of that company. In order to comply with these requirements, it is imperative that company employees, officers, and agents maintain complete and accurate records with respect to all transactions undertaken on behalf of the company. These requirements apply to transactions of any amount, not just sums that would be “material” in the traditional financial sense. “Records” include virtually all forms of business documentation, including accounts, correspondence, memos, papers, books and other documents or transcribed information of any type in accordance with BB&G Group policies and procedures.

9. IMPROPER USE OF CORPORATE FUNDS OR ASSETS
The following uses of corporate funds or assets are prohibited:
• Direct or indirect payments, gifts, contributions, offers, or promises of anything of value in bribes, payoffs, or kickbacks, or any other effort to buy favors, including but not limited to inducements to procure orders for the sale of company services and products. Any other direct or indirect payment, gifts, contribution, offer or promise of anything of value may be made only to the extent that it conforms with reasonably prudent practice in the industry, as approved in each specific case by a designated officer of the company. The giving of lawful customer discounts and allowances in the ordinary course of business is not prohibited, provided that such discounts and allowances are properly approved, documented, and accounted for.
• Commissions, fees, or similar payments which are not reasonably related in value to the services rendered, or commissions, fees, or similar payments made in exchange for services rendered which are illegal or in any manner violate this Policy.

• Direct or indirect contributions of money, property, or resources to the campaign of a candidate for the Government or in any national political party, other than as permitted by law.
• Use of assets, funds or resources of the company by employees or members of their family, which is personal, or not in furtherance of the business of the company.
By adhering to this Anti-Corruption Policy, BB&G Group aims to create a culture of integrity, transparency, and ethical behavior.