Compliance Code

1.1FAIRLEAD will provide guidance to its employees for dealing with clients who expect them to abuse tolerances to obtain acceptable results.

1.2In 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.

2.1In 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.

2.2The policy will provide guidelines to employees to avoid conflicts of interests between:

1. FAIRLEAD and related entities in which FAIRLEAD has a financial or commercial interest and to which it is required to provide services.
2. FAIRLEAD's companies and/or divisions engaged in different activities but which may be providing services to either the same client or each other.

2.3The policy will provide, as a minimum, that its employees do not:

1. 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.
2. Hold any position with a competitor or client.
3. Conduct any company business with any member of their family or with an individual or organisation with which they or their family is associated.
4. Employ a member of their family without approval of the FAIRLEAD management.

3.1FAIRLEAD 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.

3.2FAIRLEAD 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.

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.

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.

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:

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.

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.

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.

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.

5.1FAIRLEAD will provide guidelines to employees, agents, and intermediaries to ensure that they understand and adhere to the Principle governing fair marketing.

5.2FAIRLEAD's presentations and publications will accurately and unambiguously reflect their network and affiliations, resources, capabilities, experience, and services provided.

6.1FAIRLEAD will provide Health & Safety training to their employees appropriate for the activities they are engaged in.

6.2FAIRLEAD encourages employees to report Health & Safety related incidents, record these incidents, investigate these incidents, and if required, take corrective measures.

6.3FAIRLEAD 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 to FAIRLEAD's own.

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

1. Compliance with at least minimum wage legislation and other applicable wage and working time laws.
2. Strictly prohibit the use of child labour.
3. 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.
4. The total respect of equal opportunities in the workplace regardless of gender, religion, caste, political affiliation, sexual orientation.
5. A zero tolerance policy towards abuse, bullying or harassment in the workplace.