Anti-Bribery & Anti-Corruption Policy

Purpose and zero-tolerance policy

Finnerve Ltd maintains a zero-tolerance policy on bribery and corruption in all its forms, whether direct or indirect, in the public or the private sector, and in every country in which the group operates.

We work in trust-critical sectors —consulting, business process outsourcing (BPO), software-as-a-service (SaaS), application outsourcing and core-systems integration for institutional and financial clients— where integrity is not a formality but the condition on which the business rests. This manual sets out the procedures that turn that policy into practice and that constitute the “adequate procedures” an organisation must have in place under section 7 of the UK Bribery Act 2010 to prevent bribery by persons acting on its behalf.

Regulatory framework

Finnerve Ltd is incorporated in England & Wales, so the UK Bribery Act 2010 is the minimum floor for the entire group and for any third party acting on its behalf. Where the frameworks of the jurisdictions in which we operate impose stricter requirements, the strictest standard prevails.

United Kingdom (primary framework)

• UK Bribery Act 2010, in particular section 7 (failure of commercial organisations to prevent bribery) and the six adequate-procedures principles published by the Ministry of Justice: proportionate procedures, top-level commitment, risk assessment, due diligence, communication and training, and monitoring and review.
• Economic Crime and Corporate Transparency Act 2023, including the offence of failure to prevent fraud.
• Criminal Finances Act 2017, sections 45–46 (failure to prevent the facilitation of tax evasion).
• Proceeds of Crime Act 2002 (POCA) and the Money Laundering Regulations 2017 (MLR 2017), as applicable.
• Sanctions and Anti-Money Laundering Act 2018 (SAMLA) and the OFSI sanctions regime.

European framework

• Council of Europe Criminal Law and Civil Law Conventions on Corruption, and the GRECO monitoring mechanism.
• Directive (EU) 2019/1937 on the protection of persons who report breaches of Union law (whistleblowing), including its transposition in Spain through Ley 2/2023.
• The EU anti-money-laundering package, including Regulation (EU) 2024/1624 and the new authority, AMLA.

International framework

• OECD Convention on Combating Bribery of Foreign Public Officials.
• United Nations Convention against Corruption (UNCAC).
• The US Foreign Corrupt Practices Act (FCPA), where extraterritorially applicable.
• ISO 37001 (anti-bribery management systems) as a methodological reference.

Local frameworks

We apply the anti-corruption legislation of Peru, Chile, Mexico, Colombia, Panama and Spain on a complementary basis, always under the strictest-standard rule. In no case may a local practice —however customary— be used to justify conduct that the UK Bribery Act 2010 would prohibit.

Scope and recipients

This manual applies to:

• all staff, directors, partners and consultants of Finnerve Ltd and its group entities;
• suppliers, contractors, distributors and strategic partners; and
• any person who represents Finnerve before clients, authorities or third parties.

Anti-corruption is a shared responsibility: every person covered by this manual is a custodian of the group’s integrity and is expected to act accordingly.

Definitions

Prohibited conduct

Bribes and improper payments

No person acting for Finnerve may offer, promise, give, request or accept any bribe or improper payment, directly or through a third party, to obtain or retain business or any other advantage.

Facilitation payments

Facilitation payments —small unofficial payments to secure or speed up routine actions to which the payer is already entitled— are strictly prohibited, even where they are locally customary or expected.

Gifts and hospitality

• Gifts and hospitality involving a public official are absolutely prohibited.
• With private parties, only low-value promotional items given in good faith and without expectation of return are acceptable.
• Any gift or hospitality, offered or received, with a value above £100 (or its local equivalent) requires prior written approval from a Director and must be recorded in the Gifts & Hospitality Register maintained by the Compliance Officer, which is audited periodically.

Conflicts of interest

Actual, potential or apparent conflicts of interest must be declared in writing as soon as they arise. The person concerned must abstain from participating in the affected decision.

Political contributions, donations and sponsorships

• Political contributions in the company’s name are prohibited.
• Donations and sponsorships are permitted only to private or non-profit entities with a legitimate purpose, subject to Director authorisation and fully traceable records. They must never be used as a disguised route to secure an improper advantage.

Third parties

No third party may be engaged on Finnerve’s behalf without due diligence proportionate to the risk, including screening against the UK Sanctions List (OFSI), the EU and UN consolidated lists, OFAC and local debarment registers. Every engagement must include anti-corruption contractual clauses and an immediate right of termination in the event of breach.

Bid-rigging, confidential information and accurate records

Bid-rigging and tender fraud, and the misuse of confidential information, are prohibited. Bribery in the private sector is prohibited to the same extent as public-sector bribery —sections 1 and 2 of the UK Bribery Act 2010 draw no distinction between the two. All transactions must be reflected in accurate and complete accounting records; off-book funds or “black boxes” of any kind are forbidden.

How Finnerve prevents corruption

1. Leadership and top-level commitment

Finnerve’s leadership sets the tone from the top. The Board and senior management publicly endorse this manual, allocate the resources needed to operate it, and lead by example.

2. Training, awareness and culture

Anti-corruption training is mandatory at induction and is reinforced through periodic, scenario-based workshops. Content is differentiated by exposure, so that roles facing higher risk —those dealing with public officials, tenders, procurement or third parties— receive deeper and more frequent training.

3. Due diligence on suppliers, clients and partners

Before entering into a relationship, we carry out background and reputational checks, sanctions and debarment screening (including the World Bank Debarred List), and an assessment of the third party’s own anti-corruption controls. Every counterparty must commit contractually to standards consistent with this manual.

4. Whistleblowing and whistleblower protection

Any person may raise a concern —confidentially or anonymously— through speakup@finnerve.com. Reports are handled by an independent committee and are protected under the Public Interest Disclosure Act 1998 (PIDA) and Directive (EU) 2019/1937. A protected disclosure may also be made to a prescribed person, including the Serious Fraud Office. Finnerve prohibits any retaliation against a person who reports in good faith. We acknowledge receipt within 7 days and communicate the outcome within 3 months.

5. Disciplinary measures and sanctions

Breaches are classified as minor, serious or very serious and give rise to proportionate disciplinary action, up to and including dismissal. Where the conduct may constitute a criminal offence, Finnerve will report it to the competent authorities.

6. Monitoring, audit and continuous improvement

The programme is subject to ongoing monitoring and internal audit. Findings feed a cycle of continuous improvement so that controls remain proportionate to the group’s evolving risk profile.

Bribery risk assessment

Finnerve carries out a documented bribery risk assessment at least annually, and whenever there is a material change —such as entering a new country, launching a new service line, or appointing new agents or intermediaries. The assessment considers:

• country risk — the corruption profile of each jurisdiction;
• sector risk — exposure inherent to the client’s sector;
• transactional risk — the nature and size of specific transactions;
• association risk — the risk arising from partners, agents and intermediaries; and
• opportunity risk — situations that create particular scope for improper conduct.

The results are captured in a risk matrix that determines the intensity of controls, the depth of due diligence and the frequency of training for each activity.

Alignment with the six UK Bribery Act principles

Review and update

This manual is subject to a formal annual review led by the Board, with the participation of compliance, operations, human resources and finance. An extraordinary review is triggered by any relevant regulatory change or by any incident. Changes are communicated across the group and embedded in contracts and training so that the programme remains effective and current.