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Keyrus Anti-Corruption Code of Conduct
Preamble
The Keyrus Anti-Corruption Code of Conduct (the Code) refers to the United Nations Convention
against Corruption and seeks to combat all forms of corruption.
The Code constitutes an integral part of the Company’s internal policies and procedures.
A document cannot, however, address all the cases of corruption and influence-peddling that
may arise in the course of daily activities; everyone must accordingly exercise their own judgment
and common sense. In case of doubt about what conduct should be adopted, each company
relies on the support and advisory tools it has put in place and on an in-house warning system.
This Code may be revised.
1-Framework and Scope

The Code applies to all employees of the companies and/or groups that adopt the Keyrus Anti-
Corruption Code of Conduct.
Each employee must behave in an exemplary manner within each company and must not do
anything which is at odds with the behavioral rules set out in this Code.
Any questions from an employee regarding the application or interpretation of the Code must be
referred to the employee’s supervisor or to the contact person appointed by the company.
2-Basic rules and their variant forms

Definitions
- Corruption is any behavior whereby a person (whether a public official or a private individual)
proposes, requests or accepts, directly or through an intermediary, any donation, offer or promise,
gift or benefit in return for performing, delaying or failing to perform an act which directly or
indirectly falls within his/her duties in order to obtain or maintain a commercial or financial
advantage or to influence a decision.
There are two types of corruption:

- Active corruption occurs when the act of corruption is initiated by the person on the giving end.
- Passive corruption occurs when the act of corruption is initiated by the person on the receiving
end, i.e. the person who performs or does not perform an act in exchange for some reward.
Corruption may take many forms under the guise of common business or social practices; it may,
for example, involve such things as invitations, gifts, sponsorships, donations etc.
- Influence-peddling refers to a person monetizing his/her position or influence, whether real or

supposed, in order to influence a decision which is to be made by a third party.
It involves three participants: the beneficiary (the one who provides benefits or gifts), the
intermediary (the one who uses the influence they enjoy by virtue of his/her position) and the target
person who has the decision-making power (a government authority or agency, a judge or
prosecutor, an expert etc.).
Principle and rules

Employees must not engage in bribery and must not use intermediaries such as agents, consultants,
advisers, distributors or any other trading partners for the purpose of committing such acts.
Individuals faced with a proposal must consider the following:
 Does the proposal comply with laws and regulations?
 Is it consistent with the Code and the interests of the company?
 Is it devoid of personal interest?
 Would I be embarrassed if my decision were made known to others?
Each company that uses the Code as a reference has developed a procedure that enables
employees faced with a choice involving ethical or business-related considerations to discuss
any concerns they may have in a totally confidential setting.
2-1 Rules applying specifically to public officials
Definitions
The term "public official" denotes a person who holds a position of public authority, is entrusted with
public service responsibilities or occupies an elected public office, for him/herself or on behalf of
others.
Principle and rules

Corruption of a public official is punishable by more severe penalties 1.
Any relationship with a public official must comply with the regulations governing that relationship
(i.e. the regulations that apply in the specific country of the public official or which are imposed on
them by their employer). While it is not prohibited by law, any benefit granted to a public official
must be totally transparent vis-à-vis the Company and subject to prior authorization by senior
management.
2-2 Gifts and invitations
Definitions
Gifts are benefits of any kind given by someone as a token of gratitude or friendship, without any
expectation of receiving something in return.
Offering or being offered meals, accommodation and entertainment (shows, concerts, sporting
events, etc.) is considered to be an invitation.
Principle and Rules

Gifts and invitations may be related to or be perceived as acts of active or passive corruption, so
care must be exercised with regard to gifts, gestures of courtesy and hospitality (received or given)
and invitations to entertainment that contribute to good relationships but can be seen as a means
of influencing a decision or favoring a business or a person.
1
Under the French Penal Code, individuals who are guilty of public corruption face severe penalties - up to 10 years’
imprisonment and a fine of €1 million. Merely attempting to commit an act of corruption, e.g. by offering or seeking a bribe,
is punished in the same way as the act itself.
2-3 Gifts to charitable or political organizations
Definitions
Grants and donations are benefits given in the form of money and/or contributions in kind; they are
granted for a specific purpose: research, training, the environment (sustainable development), for
charitable or humanitarian purposes etc.
Political contributions - whether monetary or otherwise - are intended to support political parties,
leaders or initiatives.
Principle and Rules

Requests for grants, donations or contributions must be carefully considered, particularly requests
from those who are in a position to influence the company’s activities or who could, if the grant
were agreed to, derive personal benefit therefrom.
Requests for donations must be approved by a supervisor.
2-4 Patronage, sponsoring
Definition
Through patronage or sponsorship, the Company wishes to provide financial or material support to
a charitable organization or a social, cultural or sporting entity as a means of communicating and
promoting its values.
Principles and rules

They must be carried out without any seeking specific benefits from the beneficiary other than the
promotion of the corporate image.
2-5 Facilitation payments
Definition
Facilitation payments are unofficial payments (as opposed to legitimate and official fees and
taxes) that are paid to facilitate or expedite any administrative formalities such as applications for
permits, visas or customs clearances.
Principle and rules

The Company does not accept to make “facilitation payments” unless there are compelling
reasons (the health or safety of an employee, etc.).
2-6 Monitoring of third parties (suppliers, service providers, clients)
Definition
Monitoring concerns third parties, natural or legal persons with whom the company interacts and
who may, in certain cases, present a particular level of risk in terms of corruption.
The following are considered third parties: business partners, suppliers, service providers, agents,
clients, intermediaries etc.
Principle and rules

Each company shall endeavor to ensure that third parties comply with its principles and values and
shall, where appropriate, carry out due diligence.
2-7 Conflicts of interest
Definition
Conflicts of interest arise from any situation in which employees' personal interests conflict with their
duties or responsibilities.
Principle and rules

If circumstances give rise to a potential or actual conflict of interest, the employees concerned
must report this.
2-8 Accounting records/Internal controls
Definition
The company must ensure that its accounting departments and/or its internal and/or external
auditors are vigilant in checking for concealment of corruption in books, records and accounts.
Principle and rules

Persons undertaking audit assignments (audits, certification of accounts) must be particularly vigilant
with regard to the accuracy and veracity of the accounts.
3- Applying the Code

3-1 Training
Employees are required to acquaint themselves with this Code and to participate in the training
sessions organized by the company to raise awareness of the fight against corruption. New
employees are made aware of the Code and its provisions immediately upon assuming their duties
within the company.
3-2 Reporting practices that are in breach of the Code and protection of whistle-
blowers
Employees can express their concerns and/or ask questions to their supervisor and/or designated
contact person.
Employees, observing the procedure laid down by the company, can issue a report:
• If they find themselves faced with a risk of corruption;

• If they find themselves faced with a breach of probity;
• If they believe that a violation of the Code has been, is being, or may be committed.
3-3 Penalties for violations of this Code
Non-compliance with the rules triggers the personal liability of the employee and exposes him/her
to penalties, in particular penal sanctions 2, according to the applicable legislation.
The company undertakes to:

- take all statements into account;
2 French law provides the same penalties for active corruption (the corruptor) and passive corruption (the “corruptee”).
For a natural person, the maximum penalty is 5 years' imprisonment and a fine of €500,000 (with provision for the amount of
the fine to be increased to double the proceeds of the offense).
- diligently investigate whistle-blowing reports;
- assess the facts objectively and impartially;
- take appropriate corrective and disciplinary measures.
3-4 Implementation: accountability and oversight

It is incumbent upon each employee to implement the Code as part of the responsibilities
attached to his/her position.
The company carries out periodic checks to confirm that work practices comply with the Code.
The company and/or group governance bodies provide regular updates on the monitoring of the
Code and on any follow-up arising from whistle-blowing reports.

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Keyrus Anti-Corruption Code of Conduct

This Code may be revised.

1-Framework and Scope

2-Basic rules and their variant forms

There are two types of corruption:

- Influence-peddling refers to a person monetizing his/her position or influence, whether real or

Principle and rules

2-1 Rules applying specifically to public officials

Principle and rules

2-2 Gifts and invitations

Principle and Rules

Principle and Rules

2-4 Patronage, sponsoring

Principles and rules

2-5 Facilitation payments

Principle and rules

2-6 Monitoring of third parties (suppliers, service providers, clients)

Principle and rules

Principle and rules

2-8 Accounting records/Internal controls

Principle and rules

3- Applying the Code

• If they find themselves faced with a risk of corruption;

3-3 Penalties for violations of this Code

The company undertakes to:

3-4 Implementation: accountability and oversight

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