Orbit Money Inc. – Anti-Bribery and Corruption Policy

I. Foundational Principles:

• 1. Statement of Commitment: Orbit Money Inc. (“the Company”) is steadfast in its commitment to conducting all business activities with the utmost integrity and in full compliance with all applicable laws and regulations. We maintain a zero-tolerance approach to bribery and corruption in any form, whether direct or indirect. Ethical conduct and transparency are fundamental to our operations and are expected of all individuals associated with our organization. This Policy reflects our unwavering dedication to upholding the highest standards of business ethics and our responsibility to operate with honesty and fairness in all our dealings. We are committed to preventing, detecting, and responding appropriately to any instances of bribery or corruption. This commitment extends to our relationships with customers, business partners, regulators, and the wider community.
• 2. Purpose of this Policy: This Anti-Bribery and Corruption (ABC) Policy serves several critical purposes. Firstly, it aims to clearly articulate the Company’s absolute prohibition against bribery and corruption to all Personnel. Secondly, it provides practical guidance to Personnel on how to recognize potential bribery and corruption risks and how to avoid engaging in any prohibited conduct. Thirdly, it establishes clear procedures for preventing, detecting, and reporting suspected or actual instances of bribery and corruption. Fourthly, it ensures accountability for any involvement in such activities. Finally, this Policy is crucial for safeguarding the Company’s reputation, protecting its assets, and maintaining the trust of our stakeholders. Adherence to this Policy is essential for maintaining a culture of integrity and ensuring the long-term success and sustainability of our business.
• 3. Scope of Application: This Policy applies to all Personnel of Orbit Money Inc., regardless of their employment status, position, seniority, or location. This includes all permanent and temporary employees, officers, directors, volunteers, interns, independent contractors and anyone acting under the Company’s direct control. Furthermore, the principles and standards outlined in this Policy extend to all third parties acting on our behalf, including but not limited to agents, consultants, contractors, intermediaries, joint venture partners, and any other individuals or entities providing services to or on behalf of the Company. We expect all such third parties to be aware of and adhere to the spirit and requirements of this Policy in their dealings with or on behalf of Orbit Money Inc. It is the responsibility of all Personnel to ensure that third parties they engage with are aware of and comply with these standards.

II. Understanding Bribery and Corruption:

• 4. Definitions: For the purpose of this Policy, the following definitions shall apply:
  • Bribery: Offering, promising, giving, soliciting, or accepting any undue advantage, which may be financial or non-financial (e.g., gifts, favors, preferential treatment, employment opportunities), directly or indirectly, to or from any person or entity, with the intention of inducing or rewarding the improper performance of a relevant function or activity. This includes:
    • Offering or Giving a Bribe: Providing or offering anything of value to another person or entity with the intention of influencing their decision-making process or securing an unfair business advantage for the Company.
    • Soliciting or Accepting a Bribe: Demanding, requesting, agreeing to receive, or accepting anything of value from another person or entity in exchange for improperly influencing a decision, providing an unfair advantage to that person or entity, or failing to act impartially.
  • Kickbacks: Secret or undisclosed payments, commissions, or benefits provided or received in return for favorable treatment or cooperation in an illicit or unethical deal.
  • Extortion: Demanding or obtaining money, property, services, or anything else of value from another person or entity through coercion, threats, or the abuse of power.
  • Fraud: Any dishonest or fraudulent conduct intended to deceive, misrepresent, or unlawfully obtain an advantage or benefit. This can include fraudulent financial reporting, theft, and misallocation of funds.
  • Embezzlement: The misappropriation or unlawful taking of money or property entrusted to one’s care, custody, or control.
  • Facilitation Payments: Small, unofficial payments or “tips” made to government officials or other individuals to expedite routine administrative or bureaucratic processes (e.g., obtaining permits, processing visas). While seemingly minor, these payments can constitute bribery and are strongly discouraged and may be illegal. Any instance where a facilitation payment is demanded or considered necessary (e.g., under duress for personal safety) must be immediately reported to management and the Compliance Officer for assessment and appropriate action.
  • Conflicts of Interest: Situations in which an individual’s personal interests (financial, familial, or otherwise) could potentially influence, or be perceived to influence, their impartiality or objectivity in the performance of their official duties or responsibilities on behalf of the Company. All potential conflicts of interest must be disclosed promptly.
  • Money Laundering: Engaging in any activity that aims to conceal or disguise the origin, nature, or ownership of illegally obtained money or assets, thereby making them appear legitimate. This is a serious criminal offense and is strictly prohibited. Please refer to the Company’s Anti-Money Laundering (AML) Policy for more detailed information.
• 5. Red Flags: Being aware of potential warning signs is crucial for preventing and detecting bribery and corruption. The following are some common red flags that should raise suspicion and warrant further scrutiny and reporting:
  • Unusual Payment Requests or Patterns: Requests for cash payments, payments to offshore accounts or third parties with no clear connection to the transaction, unusually large commissions or fees, or discrepancies in invoices.
  • Lack of Transparency in Transactions: Reluctance to provide detailed documentation, incomplete or inaccurate records, or attempts to bypass standard approval processes.
  • Excessive or Lavish Gifts and Hospitality: Offering or receiving gifts, entertainment, or hospitality that is disproportionate, inappropriate, or intended to influence a decision.
  • Close Relationships with Influential Individuals without Clear Business Justification: Developing unusually close personal relationships with government officials, regulators, or key business contacts where the business benefit is unclear.
  • Pressure to Make Unusual or Undocumented Payments: Feeling pressured or coerced to make payments that seem irregular, lack proper documentation, or are not in line with standard business practices.
  • Requests for Personal Favors: Receiving or being asked to provide personal favors, benefits, or advantages that could be seen as attempts to create an obligation or influence decision-making.
  • Unexplained Wealth or Lavish Lifestyles of Business Contacts: Observing a sudden or unexplained increase in the wealth or lifestyle of individuals the Company does business with, which may suggest illicit activities.
  • Refusal to Comply with ABC Policies or Provide Information: Resistance from third parties to provide information required for due diligence or to agree to anti-bribery clauses in contracts.
  • Frequent or Unusual Interactions with Regulatory Officials Outside of Normal Processes: Engaging in frequent or undocumented meetings or communications with regulatory officials that deviate from standard procedures.
  • Promises of Special Treatment or Favors in Exchange for Benefits: Explicit or implicit offers of preferential treatment, expedited approvals, or other advantages in exchange for personal gain or benefits to the Company.

III. Prohibited Conduct and Specific Areas of Risk:

• 6. General Prohibition: Under no circumstances shall any Personnel of Orbit Money Inc. engage in any form of bribery or corruption, whether directly or indirectly. This prohibition extends to all business dealings, interactions with Public Officials and private individuals, and in all jurisdictions in which the Company operates.
• 7. Specific Prohibited Actions: The following actions are strictly prohibited and will not be tolerated:
  • Offering, promising, giving, or authorizing the giving of anything of value (including but not limited to money, gifts, loans, employment offers, services, political contributions, or charitable donations used as a conduit for bribery) to any Public Official or private individual with the intention of influencing their decisions or actions, or to secure an improper advantage for the Company.
  • Soliciting, accepting, or agreeing to accept anything of value (as described above) from any Public Official or private individual in exchange for improperly influencing a decision, providing an unfair advantage to that individual or entity, or failing to act impartially.
  • Making or receiving facilitation payments, except in extremely limited and exceptional circumstances where an individual’s personal safety is under immediate threat. Any such payment must be fully documented and reported immediately to senior management and the Legal Department. Prior approval should be sought whenever feasible.
  • Engaging in any form of extortion or coercion to obtain an undue advantage.
  • Participating in any fraudulent activities, including but not limited to falsifying documents, misrepresenting information, or engaging in deceptive practices.
  • Misappropriating Company funds or assets for personal gain or any other unauthorized purpose.
  • Failing to promptly and fully disclose any potential or actual conflicts of interest that may arise in the course of their duties.
  • Engaging in or facilitating, directly or indirectly, any money laundering activities. All Personnel are required to comply with the Company’s Anti-Money Laundering (AML) Policy.
  • Retaliating in any way against any individual who reports a suspected breach of this Policy in good faith. The Company is committed to fostering a culture where individuals can raise concerns without fear of reprisal.
  • Failing to exercise due diligence when engaging with third parties to ensure they are reputable and not involved in bribery or corruption. This includes conducting appropriate background checks and including anti-bribery clauses in contracts.
  • Deliberately ignoring or concealing any instances of bribery or corruption that they become aware of. Failure to report suspected violations is itself a breach of this Policy.
• 8. Gifts, Hospitality, and Entertainment: The provision and receipt of modest and reasonable gifts, hospitality, and entertainment may be acceptable in certain limited circumstances, provided they adhere to the following principles:
  • They are infrequent and proportionate to the occasion.
  • They are given or received openly and transparently.
  • They are not intended to influence a decision or secure an unfair advantage.
  • They are compliant with all applicable local laws and customs.
  • They are accurately recorded in the Company’s books and records, with details of the giver, recipient, value, and purpose.
  • They do not violate the policies of the recipient’s organization. Personnel must exercise sound judgment and caution when offering or accepting gifts, hospitality, and entertainment. Any gifts or hospitality that could be perceived as excessive, inappropriate, or intended to create an obligation should be politely refused or immediately escalated for review and approval by their manager and the Compliance Officer. Cash gifts are strictly prohibited.
• 9. Political Contributions and Charitable Donations: Generally, Orbit Money Inc. will refrain from making political contributions. Any exceptions to this rule must be explicitly approved in advance by senior management and the Legal Department, ensuring full transparency and compliance with all applicable laws and regulations. If approved, all political contributions must be accurately recorded and disclosed as required by law. Charitable donations may be made in accordance with the Company’s established corporate social responsibility initiatives and budget. All charitable donations must be legitimate, made to recognized and reputable organizations, and must not be used as a means to facilitate bribery or gain an improper business advantage. All charitable donations must be properly documented and approved in accordance with the Company’s internal procedures. Due diligence should be conducted on charitable organizations to ensure their legitimacy and prevent misuse of funds.
• 10. Interactions with Public Officials: Interactions with Public Officials (individuals holding a legislative, administrative, judicial, or executive position of any kind, whether appointed or elected, whether paid or unpaid, and any person exercising a public function for a public agency or public enterprise) carry a heightened risk of potential bribery and corruption. All Personnel must adhere to the strictest ethical standards when dealing with Public Officials and must ensure that all such interactions are transparent, legitimate, and in full compliance with all applicable anti-bribery laws and regulations, including the CFPOA and local laws. Offering or providing anything of value to a Public Official with the intent to influence their official duties is strictly prohibited. Any request from a Public Official that appears improper or could be construed as a bribe must be immediately reported.
• 11. Third-Party Relationships: The Company recognizes that it often conducts business through third parties. To mitigate the risk of bribery and corruption associated with these relationships, Orbit Money Inc. is committed to conducting thorough due diligence on all third parties before entering into any business arrangement. This due diligence process will include:
  • Assessing the third party’s reputation, integrity, and track record.
  • Understanding their ownership structure and beneficial owners.
  • Evaluating their own anti-bribery and corruption policies and procedures.
  • Assessing the specific bribery risks associated with the engagement.
  • Including clear and comprehensive anti-bribery and corruption clauses in all contracts with third parties, outlining their obligations to comply with this Policy and relevant laws.
  • Monitoring the activities of third parties on an ongoing basis to identify any potential red flags. Personnel responsible for managing third-party relationships are accountable for ensuring that appropriate due diligence is conducted and that contractual safeguards are in place.

IV. Responsibilities and Reporting:

• 12. Individual Responsibilities: Every member of Personnel at Orbit Money Inc. has a crucial role to play in preventing bribery and corruption. Your responsibilities include:
  • Understanding and Complying with this Policy: Familiarize yourself with the principles and requirements outlined in this document and adhere to them in all your business dealings.
  • Being Vigilant for Potential ABC Risks: Be alert to any situations, transactions, or behaviors that may raise concerns under this Policy or applicable anti-bribery laws.
  • Seeking Clarification When Unsure: If you are uncertain about the appropriateness of any action or situation, it is your responsibility to seek guidance from your manager, the Compliance Officer, or the Legal Department. It is always better to ask for clarification than to inadvertently violate this Policy.
  • Mandatory Duty to Report Suspicions: You have a mandatory duty to promptly report any actual or suspected instances of bribery, corruption, or any unusual activity that raises concerns under this Policy. Failure to report such concerns is a serious breach of this Policy.
• 13. Reporting Mechanisms: Orbit Money Inc. provides multiple channels for reporting concerns related to bribery and corruption. You can report to one or more of the following:
  • Your immediate supervisor or manager.
  • The Compliance Officer: [Name and Contact Information (Email and Phone Number)]
  • The Legal Department: [Contact Information (Email and Phone Number)]

• 14. Non-Retaliation (Whistleblower Protection): Orbit Money Inc. is firmly committed to ensuring that any Personnel who reports a suspected breach of this Policy in good faith will be protected from any form of retaliation, including harassment, discrimination, demotion, suspension, or any other adverse employment action. We encourage open and honest reporting, and we will take all necessary steps to safeguard individuals who raise legitimate concerns. Any instance of retaliation against a whistleblower will be treated as a serious violation of this Policy and will be subject to disciplinary action.
• 15. Management Responsibilities: Managers and supervisors play a vital role in fostering a culture of compliance and ensuring adherence to this Policy within their teams. Their responsibilities include:
  • Promoting a Culture of Compliance: Leading by example and actively promoting ethical conduct and adherence to this Policy within their teams.
  • Ensuring Understanding of the Policy: Ensuring that all team members understand the requirements of this Policy and have access to training and guidance.
  • Being Vigilant for Risks: Being alert to potential bribery and corruption risks within their areas of responsibility.
  • Taking Reports Seriously: Promptly and appropriately addressing any concerns or reports of suspected violations raised by their team members and escalating them to the Compliance Officer or Legal Department as necessary.
  • Cooperating with Investigations: Fully cooperating with any investigations into suspected breaches of this Policy.

V. Compliance and Enforcement:

• 16. Record Keeping and Financial Controls: Orbit Money Inc. is committed to maintaining accurate and transparent books, records, and accounts that fully and fairly reflect all transactions and dispositions of assets. This includes maintaining detailed documentation for all payments made and received, as well as all gifts, hospitality, and entertainment provided or received. The Company will implement and maintain robust internal financial controls, including:
  • Segregation of duties to prevent any single individual from having control over all aspects of a transaction.
  • Appropriate authorization limits for financial transactions.
  • Regular audits and reviews of financial records to ensure accuracy and detect any irregularities.
  • Clear and documented accounting procedures that comply with all applicable accounting standards and regulations. All Personnel are responsible for ensuring that all financial records and documentation they handle are accurate, complete, and maintained in accordance with Company policy and legal requirements.
• 17. Training and Awareness: The Company recognizes that ongoing training and awareness are essential for ensuring the effectiveness of this Policy. Orbit Money Inc. is committed to providing regular training programs to all Personnel on the principles and requirements of this Policy, as well as relevant anti-bribery and corruption laws and regulations. This training will be tailored to the specific roles and responsibilities of different employee groups and will be updated periodically to reflect changes in legislation or best practices. New employees will receive ABC training as part of their onboarding process. Periodic refresher training will be provided to all Personnel to reinforce their understanding and commitment to this Policy.
• 18. Monitoring and Review of the Policy: The Compliance Officer will have primary responsibility for monitoring compliance with this Policy and for reviewing its effectiveness on a regular basis, at least annually. This review will include assessing the Policy’s adequacy in light of evolving legal and regulatory requirements, industry best practices, and the Company’s operational environment. The Policy may be updated or amended as necessary to ensure its continued relevance and effectiveness. Any significant changes to this Policy will be communicated to all Personnel.
• 19. Investigations: Any reported instances of suspected bribery or corruption will be promptly and thoroughly investigated by the Company. Investigations will be conducted in a fair, objective, and confidential manner, to the extent possible. All Personnel are required to cooperate fully with any investigation conducted under this Policy. The Company reserves the right to take appropriate action based on the findings of any investigation, including disciplinary action and reporting to relevant law enforcement