Compliance Policy

1. Purpose and Objectives

This policy aims at ensuring that all employees of the Bizzdesign Group (i.e. Bizzdesign Group Holding B.V. and its fully owned subsidiaries) understand and comply with applicable laws, rules and regulations, as well as the codes and standards that the Bizzdesign Group has adopted such as Code of Ethics and Business Conduct or Sustainable Purchasing and Supplier Policy.

The Bizzdesign Group is committed to do business in an honest and ethical manner and to ensure that its employees demonstrate maximum integrity in the course of their professional activities.

This policy applies to our employees, directors, officers, seconded workers, interns, agents, contractors, external consultants, third-party representatives, suppliers and business partners.

In order to fulfill the above-mentioned purpose, all employees of the Bizzdesign Group should understand and know the following definitions and information:

Corruption is a criminally punishable behavior whereby a person with a specific function, whether private or public, solicits/proposes or accepts/gives a particular benefit (a gift, a donation, an offer, a promise etc.) with a view to conducting, delaying, or failing to conduct an act, directly or indirectly, within the framework of his or her duties. It constitutes the abuse of power for personal gain. Corrupt behavior includes bribery, extortion, fraud, kickbacks, and money laundering. In general, corruption refers to doing something dishonest or morally wrong to obtain an advantage.

Bribery as a form of corruption may include an advantage, monetary or not, offered, promised, provided, accepted, or received, with the purpose of influencing a decision or outcome. Bribes exist in the form of gifts, donations, payments or other things. Whether a behavior is considered as bribery depends on the timing and value of the advantage.

Corruption can be active or passive: passive bribery is when a competent official allows himself to be "bribed" to perform or not to perform an official act. Active corruption is when a person pays the competent official to perform or not perform a specific act.

As it operates on a global scale, the Bizzdesign Group will respect all relevant anti-corruption and anti-bribery laws and regulations in all jurisdictions in which it performs its business activities, such as the U.S. Foreign Corrupt Practices Act and the UK Bribery Act. COUNCIL FRAMEWORK DECISION 2003/568/JAI of 22 July 2003 on combating corruption in the private sector – UE

Money laundering refers to the act of disguising the source of money acquired by illegal means such as illegal speculation, organized crime activities, drug trafficking, arms trafficking, extortion, corruption and tax fraud, and reinvesting it in legal activities.

Money laundering can also be qualified when a person and/or entity is assisting in the placement, concealment or conversion of the direct or indirect proceeds of a crime or misdemeanor.

Money laundering takes place in three stages: firstly, the injection of funds of criminal origin into the economic and financial circuit; secondly, the conversion, movement and dispersal of funds in order to disguise their illegal origin; and thirdly, the reintroduction of funds into legal economic activities.

Money laundering can occur in various situations raising suspicions such as payment of a significant sum of money in cash, payment with a cryptocurrency e.g. Bitcoin, request by a client/partner that a payment is made by a third party.

Is qualified as an anti-competitive practice any practice that hinders the competitive operation of the market. As such, concerted actions, agreements, explicit or tacit understandings, collusion or abuse of a dominant position are considered anti-competitive if they have the object or effect of preventing, restricting or distorting competition in a market.

The purpose of competition law is to protect customers and business from unfair competition or anti-competitive behavior in order to ensure access to lower prices, new products and more choice.

The Bizzdesign Group undertakes to refrain from any deceitful commercial practices aimed at restricting competition, limiting access to the market for certain competitors or abusing a state of dependency on the part of a partner or a client.

A conflict-of-interest is defined as a situation of interference between a public interest and a public or private interest that may influence or appear to influence the independent, impartial and objective exercise of a function.

A conflict-of-interest occurs when the personal interests of an employee or a third party come into conflict with the interests of the Bizzdesign Group. In such a situation, it may become difficult for an employee to best serve the interests of the Bizzdesign Group.

Employees must therefore avoid any conflict of interest as far as possible.

The most common types of conflict-of-interest are:

• Self-dealing;
• Nepotism, in which a person is employed due to familial ties or where goods or services are purchased from a relative;
• Having shares in a company which is a potential client or partner.

In this regard, employees must not take part in a transaction or accept a mission, or a job offered by a supplier, a client, a partner or a competitor which is liable to alter their performance or their judgment in the exercise of their duties.

The term modern slavery describes situations where coercion, threats or deception are used to exploit victims and undermine their freedom. There is no globally agreed definition of “modern slavery”, but the term describes various practices that seriously exploit an individual for personal or commercial gain including:

Human trafficking: exploitation of people through forced prostitution, labor, marriage, criminal activities or organ removal. Often threats of violence or coercion are used to harbor or recruit victims of human trafficking.

Slavery: where someone exercises powers attaching to the right of ownership over another person. This includes the power to make the victim an object of purchase.

Servitude: where a person provides labor or services and, because of the use of coercion, threat or deception, that person does not consider themselves free to cease providing the labor or services or to leave the area where they provide that labor or services, and they are significantly deprived of personal freedom.

Forced labor: work performed, or services provided against someone’s will and/or under threat of punishment to themselves or their family.

Child labor: where a child under the age of 18 years is exploited for labor. Child labor is in relation to work that deprives children of their childhood, their dignity and is mentally, physically or morally dangerous to children.
It is crucial to keep in mind that there is no typical victim and some victims do not understand they have been exploited and are entitled to help and support.

However, the following key signs could indicate that someone may be a slavery or trafficking victim, namely, the person:

• Is not in possession of their own passport, identification, travel or immigration documents, etc.
• Use of recruiters or labor brokers who do not comply with the local labor laws of the country in which recruiting occurs.
• Allows others to speak for them when spoken to directly.
• Is withdrawn or they appear frightened.
• Is charged, or ask to pay, for recruitment fee to be hired.
• Does not seem to be able to contact friends or family freely; or
• Has limited social interaction or contact with people outside their immediate environment.
• Is not provided with detailed and accurate employment contract, or similar work papers, prior to be hired, relocated.
• Is not provided with paper related to its employment which is set in a language understood by his/her.
• May exercise his/her freedom of association, including the right to collective bargaining.

This list is not definitive nor exhaustive. It contains only examples.

So, neither a the Bizzdesign Group employee, nor any contractors, suppliers, agents, distributors and partners of the Bizzdesign Group shall, in any way, do or encourage any of the acts set forth above.

2. Policy Requirements

2.1. Vigilance from employees and third parties

2.1.1. Bizzdesign Group Employees

All employees of the Bizzdesign Group must be made aware of and comply with this policy.

They will receive specific training when hired as part of the on-boarding process and throughout their career in the Bizzdesign Group.

Teams working on public sector, governments or private sector Competitive Tenders or Bids face greater corruption and bribery risks and must implement adequate measures to mitigate those risks. Measures shall be taken to identify any connections between the public or private sector in question and the employees working on the tender or bid in order to detect any conflict of interest. Significant public or private sector tenders or bids shall be internally pre-approved by the top management.

To mitigate the risks of money laundering, all employees of the Bizzdesign Group must demonstrate vigilance concerning payments made in order to detect any irregularities.

This concerns payments made by clients as well as partners whose business conduct may give rise to suspicions.

To ensure compliance with competition law, each employee of the Bizzdesign Group must be aware that the following commercial practices are deceitful and constitute unfair competition:

• Restricting market access or free competition of other companies;
• Obstructing the free determination of prices of the market by artificially favoring their rise or fall;
• Limiting or controlling the production, outcomes, investments or technical progress;
• Allocating markets or sources of supply.

All employees shall undertake to demonstrate a duty of loyalty to their company. They shall therefore refrain from exercising, directly or indirectly, any activity, or from making any statements, placing them in a conflict-of-interest situation.

2.1.2. Third Parties

The Bizzdesign Group performs an extensive analysis of people and entities that are:

• Located in a country flagged by different export regulations applicable in different parts of the world in which the Bizzdesign Group operates.
• Located in or involved in business activities in a country with a low Corruption Perception Index (CPI) (please refer to the applicable Sanction Policy).

The Bizzdesign Group reserves the right to investigate each time it suspects that any type of risk might occur.

2.2. Disclosing of Gifts & Benefits

The giving and receiving of gifts and benefits in itself is not prohibited and does not represent an act of corruption or bribery. The Bizzdesign Group permits the giving and receiving of modest gifts or benefits and giving or receiving reasonable client hospitality in the course of business. The intent, value and timing of the gift or benefit determines whether its giving or receiving could be considered as a bribe.

Therefore, the giving or receiving of gifts, benefits or client hospitality is subject to a strict framework:

Any gift/benefit with a value of more than 100€ (excl. VAT) must be declared to compliance@bizzdesign.com. If in doubt about the value, a declaration must be made.
A gift/benefit may be accepted or offered if its purpose is not to obtain or maintain a business relationship and/or obtain or reward the obtaining of a commercial advantage.
Contributions relating to political activities are strictly forbidden

3. Scope and Exceptions

The Bizzdesign Group is committed to preventing any instances of corruption, bribery, money laundering, unfair competition, conflicts of interest, and modern slavery from occurring.

Therefore, this policy is mandatory and applicable without exception to all The Bizzdesign Group ’s ecosystem.

Furthermore, as an international corporation, the Bizzdesign Group and its employees must comply with all applicable local laws, including those related to anti-corruption, anti-bribery, anti-money laundering, competition, conflicts of interest, and modern slavery, in every country where the Bizzdesign Group operates or conducts business.

If an exception from this policy is required by a local law or regulation, this must be implemented on a case-by-case basis and explicitly authorized by the Legal Team.

If in doubt about whether something is within the scope of this policy, the employee involved should contact the Legal Team.

4. Roles and Responsabilities

4.1. Bizzdesign Group employees

It is the responsibility of all The Bizzdesign Group’s employees to comply with this policy and to take any other appropriate measures to prevent any breach of it within the Bizzdesign Group.

It is the responsibility of all employees of the Bizzdesign Group to report at the earliest possible stage any issue or doubt regarding corruption or bribery, money laundering, competition law, a conflict of interest, or modern slavery to the following:

• compliance@bizzdesign.com,
• Their manager or a member of the Board.

It is the responsibility of all employees of the Bizzdesign Group to refuse to work in case of any issue or non-compliance with this policy.

4.2. Bizzdesign Group legal team

It is the responsibility of the Legal Team to review this policy and the measures implemented to prevent such breaches on a regular basis or as frequently as required depending on the circumstances.

It is the responsibility of the Legal Team working alongside the Compliance Officer to monitor and keep records of the measures and procedures implemented in accordance with this policy in order to demonstrate compliance.

5. Consequence for Non-compliance

Non-compliance with this policy could result in criminal liability for the Bizzdesign Group, its officers and any individuals involved in case of a breach of this policy and carry a reputational damage for the Bizzdesign Group.

Individuals found guilty of such breaches face serious financial or custodial penalties.

Accordingly, any employee not complying with this policy will be subject to disciplinary action.

6. Glossary

7. Contacts

For questions regarding this policy, please contact the Legal Department at compliance@bizzdesign.com.