Cristie Software Ltd – Anti-Bribery, Gifts & Business Ethics Policy

1 Purpose and Scope

Cristie Software Ltd (“Cristie” or “the Company”) is committed to conducting all its business in an honest and ethical manner. We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate.

This policy applies to all:

• Employees, directors, and officers of Cristie;
• Contractors, consultants, and temporary staff;
• Subsidiaries, joint ventures, and agents acting on Cristie’s behalf.

The policy should be read in conjunction with the Company’s Code of Conduct, Financial Controls, and Whistleblowing Policy

2 Legal Framework

Cristie operates under the UK Bribery Act 2010, which makes it a criminal offence to:

1. Offer, promise or give a bribe;
2. Request, agree to receive, or accept a bribe;
3. Bribe a foreign public official; or
4. Fail to prevent bribery by a person associated with the company.

3 Prohibited Conduct

No employee or associated person may:

• Offer, give, request or accept any bribe or improper payment;
• Make facilitation payments or “grease payments” to speed up routine actions by officials;

• Offer or accept gifts or hospitality that could influence, or appear to influence, a business decision;

• Use agents, consultants, intermediaries or distributors to indirectly offer or receive bribes;

• Conceal or mis record any payment in company records.

4 Gifts, Hospitality and Entertainment

Cristie recognises that occasional gifts and hospitality are an accepted part of doing business, provided they are reasonable, proportionate, and transparent.

Permitted:

• Modest hospitality (e.g. working meals, coffee, low-value tokens) given openly and in good faith;

• Customary corporate gifts under £50 in value (unless pre-approved).

Not permitted:

• Any gift or entertainment offered to or from a Government Official without prior written approval from the Managing Director;

• Cash or cash-equivalent gifts (e.g. vouchers);
• Lavish or frequent hospitality that could create a sense of obligation.

All gifts and hospitality above £50 must be recorded in the Gifts & Hospitality Register, maintained by the Company Secretary.

5 Commissions, Agents and Third Parties

Third parties acting on behalf of Cristie must comply with this policy.

• No commission, fee or rebate may be paid unless it is legitimate, proportionate, and supported by a written agreement.

• All third-party engagements must undergo due diligence to assess their integrity and compliance with anti-bribery laws.

• Payments must only be made to verified business accounts and never in cash.

6 Dealings with Government Officials

Special care must be taken in all dealings with:

• Civil servants or public-sector employees;
• Officials of international organisations;
• Political parties or candidates.

No gift, payment, or hospitality should be offered to influence or reward an official act or decision. Prior written approval from the Managing Director is required for any interaction involving the provision of hospitality or benefits to Government Officials.

7 Record-Keeping and Controls

• All payments, expenses, and gifts must be accurately recorded in Cristie’s accounting records.

• False, incomplete, or misleading entries are strictly prohibited.
• Financial and contractual approvals must follow established delegation of authority levels.

8 Reporting and Whistleblowing

Employees are encouraged to raise concerns or suspicions of bribery or unethical behaviour through:

• Their line manager; or
• The Managing Director.

No employee will suffer retaliation for refusing to pay or receive a bribe, or for reporting a concern in good faith.

9 Training and Monitoring

Cristie will provide regular anti-bribery and ethics training to staff in relevant roles.

Compliance will be monitored periodically through internal review, and breaches may result in disciplinary action up to and including dismissal.