Compliance Code 01.04.2022

Fairlead Inspection & Testing Pvt. Ltd.
(FAIRLEAD)

Compliance Code

INDEX
SECTION A	:	FAIRLEAD Compliance Principles	Page No.- 2 to 4
SECTION B	:	FAIRLEAD Compliance	Page No.- 5 to 8
SECTION C	:	Declarations	Page No.- 9 to 10

The objective of the FAIRLEAD Compliance Code ("Code") is to show how FAIRLEAD approaches Compliance within its organisation as per the TIC (Testing, inspection and certification) and ISO 17020 Compliance Code which aims to enhance the status of the Profession by ensuring that each TIC Member abides by high standards of professional conduct throughout its organisation to assure its ethical behaviour and the integrity of its services.

Compliance Code 01.04.2022

SECTION A: FAIRLEAD Compliance Principles

1. INTEGRITY
   1. 1.1 FAIRLEAD will provide guidance to its employees for dealing with clients who expect them to abuse tolerances to obtain acceptable results.
   2. 1.2 In respect of those business sectors in which FAIRLEAD is active, FAIRLEAD will comply with any sector-specific Integrity Rules published by the applicable TIC Committee.
2. CONFLICTS OF INTEREST
   1. 2.1 In order to avoid conflicts of interest, or the appearance of conflicts of interest, in its business transactions and services, FAIRLEAD will maintain a policy regarding conflicts of interest.
   2. 2.2 The policy will provide guidelines to employees to avoid conflicts of interests between:
      • a) FAIRLEAD and related entities in which FAIRLEAD has a financial or commercial interest and to which it is required to provide services
      • b) FAIRLEAD's companies and/or divisions engaged in different activities but which may be providing services to either the same client or each other.
   3. 2.3 The policy will provide, as a minimum, that its employees do not:
      • a) directly or through relatives, friends or intermediaries, acquire an interest in a supplier, a client, or a competitor, except for the acquisition of shares of a client, supplier or competitor on a public stock exchange, and then only to an extent which does not grant significant influence over the affairs of the client, supplier or competitor and which does not make the employee unduly dependent on its financial fortunes;
      • b) Hold any position with a competitor or client;
      • c) Conduct any company business with any member of their family or with an individual or organisation with which they or their family is associated;
      • d) Employ a member of their family without approval of the FAIRLEAD management.
3. CONFIDENTIALITY
   1. 3.1 FAIRLEAD will require each employee to sign a Non-disclosure Agreement which prohibits the Disclosure of any confidential business information, obtained during the course of his/her employment, to other parties.
   2. 3.2 FAIRLEAD will ensure that all intermediaries, joint venture partners, agents, subcontractors, franchisees, contractors, and suppliers are made aware of the confidential nature of business information that they may handle through their dealings with FAIRLEAD, and that they should not disclose confidential information to other parties.

Compliance Code 01.04.2022

4. ANTI-BRIBERY

4.1 Compliance with laws

FAIRLEAD will ensure that the Principles and Rules of its Programme meet the requirements of The TIC Compliance Code and local laws relevant to countering bribery in all the jurisdictions in which it operates. In the event that the local laws specify additional or different requirements, which are not covered by their Programme, the Member should modify its Programme for the country(ies) concerned. Records should be kept of countries where their Programme has been modified.

4.2 Analysis of risks

FAIRLEAD's Compliance Committee and/or the senior executive, or his delegate, in each country of operation will organize periodic reviews to assess bribery risks and determine appropriate control measures. Such reviews will be systematically conducted:

• Prior to the commencement of a new service or the start-up of operations in a new country
• Whenever a significant breach of the Compliance Programme which warrants a review of the existing control measures occurs.

4.3 Business Principles for Countering Bribery

FAIRLEAD will employ good business practices and risk management strategies in accordance with the Business Principles for Countering Bribery as published by Transparency International and Social Accountability International (see www.transparency.org). These will address at least the following areas:

• 4.3.1 Political contributions

  FAIRLEAD its employees or agents will not make direct or indirect contributions to political parties, organizations or individuals engaged in politics, as a way of obtaining advantage in business transactions.

  FAIRLEAD will account for all its political contributions in a separate ledger and consolidate all such payments made by any of the operations that form part of its organization.

• 4.3.2 Charitable contributions and sponsorships

  FAIRLEAD will ensure that charitable contributions and sponsorships are not being used as a subterfuge for bribery.

  FAIRLEAD will account for all its charitable contributions or sponsorships in a separate ledger and consolidate all such payments made by any of the operations that form part of its organization.

• 4.3.3 Facilitation payments

  Facilitation payments are defined as small payments made to secure or expedite the performance of a routine or necessary action to which the payer of the facilitation payment has legal or other entitlement.

  Recognizing that facilitation payments are a form of bribery, FAIRLEAD will work to identify and eliminate them.

• 4.3.4 Gifts, hospitality and expenses

  FAIRLEAD will prohibit the offer or receipt of gifts, hospitality or expenses whenever such arrangements could affect the outcome of business transactions and are not reasonable and bona fide expenditures.

Compliance Code 01.04.2022

5. FAIR MARKETING

• 5.1 FAIRLEAD will provide guidelines to employees, agents, and intermediaries to ensure that they understand and adhere to the Principle governing fair marketing.
• 5.2 FAIRLEAD’s presentations and publications will accurately and unambiguously reflect their network and affiliations, resources, capabilities, experience, and services provided.

6. HEALTH & SAFETY

• 6.1 FAIRLEAD will provide Health & Safety training to their employees appropriate for the activities they are engaged in.
• 6.2 FAIRLEAD encourages employees to report Health & Safety related incidents, record these incidents, investigate these incidents, and if required, take corrective measures.
• 6.3 FAIRLEAD will mandate that all employees follow the FAIRLEAD Health & Safety Policy (as provided at the time of employment) while on company property and on work sites. Employees are also to follow the Health & Safety policy required by and on work/client sites IF different or additional than FAIRLEAD’s own.

7. FAIR LABOUR

FAIRLEAD’s compliance policy states our commitment to the following:

• a) Compliance with at least minimum wage legislation and other applicable wage and working time laws.
• b) Strictly prohibit the use of child labour.
• c) Prohibits forced and compulsory labour - prohibits all forms of forced labour, whether in the form of prison labour, indentured labour, bonded labour, slave labour, or any kind of non-voluntary labour.
• d) The total respect of equal opportunities in the workplace regardless of gender, religion, caste, political affiliation, sexual orientation.
• e) A zero tolerance policy towards abuse, bullying or harassment in the workplace.

Compliance Code 01.04.2022

SECTION B : FAIRLEAD Compliance Programme

1. Each member of the management of FAIRLEAD confirmed its commitment to implementing this Code.

FAIRLEAD published and adopted FAIRLEAD own Principles and the key elements of implementation (FAIRLEAD Compliance Programme) which:

• a. addresses all the TIC Compliance Principles and Requirements for implementation
• b. followed up the TIC Guidelines as specified in paragraph 2 of the introduction to these guidelines
• c. has been applied throughout the whole of the organization

Any updates to the compliance program will be sent to the Director General of TIC within one month of publication

2. FAIRLEAD appointed a Compliance committee and Compliance officer to oversee and manage the Programme

The Compliance Officer, has, irrespective of his other responsibilities, responsibility and authority for the coordination of the implementation of the Compliance Programme throughout the organization. The Compliance Officer may nominate delegates to perform some or all of his functions within specified parts of the organization. Additionally, Product Managers throughout the organization have responsibility for the implementation of the Programme in their areas of responsibility. Each employee will be provided with a copy of the compliance program, and declarations will be obtained from them confirming that they have received a copy of the compliance program - The employees’ declaration will be kept on record.

FAIRLEAD established a Compliance Committee to carry out periodic reviews of the progress of the Compliance Programme and provide policy guidance. The Compliance Committee includes the Chief Executive Officer, the Compliance Officer, and representatives from the Board of Directors.

3. FAIRLEAD trains staff, ensures their continuing understanding of the Compliance Programme, and consults them on its development prior to the job offer. Prospective employees will be informed of the Compliance Programme. FAIRLEAD ensures that:

(a) Each employee is provided with a copy of the Compliance Programme and requested to sign a declaration that it has been received, read, and understood.

(b) Each Product Manager, including at least one in respect of each Group Member within FAIRLEAD (if any) as listed or referenced in the TIC Members Directory, signed an annual declaration (see Section C) that the Programme has been implemented in his/her area of responsibility.

All employees, including managers, of FAIRLEAD are required to undergo a Compliance Training Course. For the preparation of course material, FAIRLEAD has referred to the TIC Compliance Training Guide. A Record of course completion is being kept in each employee’s file.

Compliance Code 01.04.2022

FAIRLEAD employees have the opportunity to provide input on the development of the Programme.

FAIRLEAD ensures that each employee has an ongoing understanding of the Compliance Programme during employee performance evaluations.

FAIRLEAD Programme makes it clear that employees will not suffer demotion, penalty, or any other adverse consequences arising from strict implementation of the Programme, even if it may result in a loss of business.

FAIRLEAD is committed to follow the TIC Complaints and Disciplinary Procedures.

4. FAIRLEAD provides a help line for staff and encourages the reporting of violations on a confidential basis and free from reprisal except in malicious cases.

FAIRLEAD employees through the help line may obtain guidance on any question or matter of concern relating to the implementation or interpretation of the Programme. At the employee’s request, any such question will be dealt with confidentially, and the anonymity of the employee is protected to the extent reasonably practicable.

5. FAIRLEAD publicly discloses its Compliance Principles and facilitates enquiries, complaints, and feedback that can be made by external interested parties.

6. FAIRLEAD investigates and records all reported violations and applies corrective and disciplinary measures.

A Compliance Officer or his/her nominated delegate(s) shall initiate, where appropriate, an investigation into any violation of the Programme reported to him/her or coming to his/her knowledge.

A procedure is maintained for the handling of investigations and sanctions, which shall include requirements for:

• a) The maintenance of records of all reported violations and subsequent actions taken.
• b) The alleged perpetrator of such violation to have the right to be heard.
• c) The management to decide on the appropriate corrective and disciplinary measures to be implemented if a violation has been established. These measures may include a warning, demotion, suspension, or dismissal.
• d) The Compliance Officer to receive progress reports from the delegates or Compliance committee members, and the reports will be delivered to the Compliance Committee.

FAIRLEAD employees are encouraged to report details of violations or suspected violations either directly to the Compliance Officer or to the employee's superior, senior management, or an external auditor. The reporting employee will be fully protected against any form of reprisal unless she/he acted maliciously or in bad faith. If requested, the employee's anonymity will be protected to the extent reasonably practicable.

Employees are required to report any solicitation for or offer of an improper payment or advantage coming to their knowledge.

The Compliance Officer will initiate, where appropriate, an investigation into any violation of the Programme reported to him or coming to his knowledge.

Compliance Code 01.04.2022

7. FAIRLEAD protects the security of confidential business information.

FAIRLEAD implemented adequate security measures in its organization's premises containing confidential business information to ensure that access is restricted to authorized personnel only and that documents/data are stored in designated secure areas and disposed of in a secure manner.

8. FAIRLEAD maintains accurate books and records which properly and fairly document all financial transactions. Off-the-books accounts are strictly prohibited.

9. FAIRLEAD maintains accurate books and records which properly and fairly document all financial transactions.

FAIRLEAD ensured that its Compliance Programme is applied to the extent appropriate to its business partners.

Such parties include:

• Intermediaries (entities or individuals external to FAIRLEAD who are required to promote the services of FAIRLEAD as part of their responsibilities, including consultants and advisers)
• Joint venture partners
• Agents (entities or individuals external to FAIRLEAD who are required to provide operational services, within the profession as defined in TIC’s Articles of Association, on FAIRLEAD’s behalf)
• Subcontractors (entities or individuals performing outsourced activities within the profession under a contract with FAIRLEAD)
• Franchisees (entities or individuals external to FAIRLEAD who carry on business within the Profession using FAIRLEAD trading name and/or brand, the rights to which are purchased from FAIRLEAD under a franchise contract)

FAIRLEAD does this by at least:

• Conducting due diligence before entering into or renewing any contract with the party. Due diligence includes a risk analysis, an interview with the party, and an investigation of the party's background which, for intermediaries, should be reviewed and approved by FAIRLEAD compliance Committee
• Making known its Compliance Principles to the party and seeking assurance that the party will comply with the Principles insofar as these apply to activities performed on behalf of FAIRLEAD
• Except in the case of subcontractors, obtaining the party’s contractual commitment to comply with the Compliance Principles and to allow FAIRLEAD to verify this periodically
• Monitoring the party’s continual compliance with the Principles (and in the event of discovering a breach taking remedial action)
• Not dealing with any parties known to be involved in bribery.
• Verification through a remuneration analysis, approved by FAIRLEAD Compliance Committee, that the remuneration paid to each intermediary is appropriate and justifiable for legitimate services rendered and does not facilitate improper payments by the intermediary.

Compliance Code 01.04.2022

10. FAIRLEAD accounts for all intermediaries' remuneration in a separate general ledger account in its accounting records and consolidates all such payments made by any of its operations and prepares annually a consolidated management statement of all intermediaries' remuneration.

For intermediaries and other parties as may be appropriate, FAIRLEAD should provide training and support.

11. FAIRLEAD monitors the effectiveness of its Programme through the use of annual management declarations and internal auditing. FAIRLEAD requires its nominated internal auditors, as part of their internal audit plan, to verify that the Compliance Programme has been implemented within its organization. The report will be submitted to the Compliance Officer, who will then prepare an annual summary report.

12. FAIRLEAD, for the effectiveness of the implementation of the Programme, will have it examined at least annually by a competent independent external audit firm.

13. FAIRLEAD submits copies of the independent assurance report, as per Annexure C of the TIC Guidelines including any reportable conditions, annually to TIC within six months of the end of its financial year.

Compliance Code 01.04.2022

SECTION C : DECLARATIONS

MANAGEMENT DECLARATION Confidential

FAIRLEAD Compliance Programme Management Declaration for the year ending 31st March 2023

To: _______________ (Compliance Officer)

Name of Manager: Job Title:

Locations and/or activities covered by this Declaration: ………………………………

I (Name of Manager) do hereby declare that in implementation of FAIRLEAD Compliance Programme for the year ending 31 March 2021 in each of the locations and/or activities, as listed above, falling under my area of responsibility:

1. To the best of my knowledge, I, and the members of staff reporting to me, have complied in all respects with the Compliance Programme.
2. I have verified that the Compliance Programme has been distributed to each Employee who had not previously received them;
3. I have fully and completely reported to the Compliance Officer any violation or suspected violation of the Compliance Programme, including any solicitation or offer of any improper payment or advantage, which has come to my knowledge;
4. I have fully and completely implemented all corrective and disciplinary actions required by the Compliance Committee in respect of any violation of the Compliance Programme.
5. I agree to follow and adhere to the processes and guidelines outlined as per the ISO 17020 requirements

Place.............

Date.............

Signature.............

Compliance Code 01.04.2022

EMPLOYEE DECLARATION

Confidential

FAIRLEAD Compliance Programme Management Declaration for the year ending 31 March 2023

To: ____________________ (Compliance Officer)

Name of Manager: Job Title:

Locations and/or activities covered by this Declaration: ………………………………

I (name of Employee) do hereby declare that in implementation of FAIRLEAD Compliance Principles for the year ending 31 March 2021 that:

1. I have read, understood and agree to comply with the Principles and Rules as stated in the FAIRLEAD Compliance Code.
2. I have received a copy of the compliance program.
3. I have received a Compliance principles training based on the TIC Compliance Training Guide.
4. I agree to report any violation of the Principles and Rules, including any solicitation or offer of any improper payment or advantage, which may come to my knowledge.
5. I agree to fully and completely implement all corrective and disciplinary actions required by the Compliance Committee in respect of any violation of the Principles and Rules.
6. I agree that it is prohibited to disclose any confidential business information obtained during my employment to other parties.
7. I agree to follow and adhere to the processes and guidelines outlined as per the ISO 17020 requirements.

Place...............

Date...............

Signature...............