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ANTI-BRIBERY POLICY

1. Purpose and Scope

FLORN LIMITED operates under a zero-tolerance principle toward bribery or corruption and upholds anti-corruption laws, including:

  • US Foreign Corrupt Practices Act (FCPA);
  • Brazilian Law No. 12,846/2013 (Clean Company Act);
  • EU directives and relevant Cyprus legislation; and
  • Other recognized international standards (e.g., UK Bribery Act 2010, if relevant).

All directors, officers, employees, agents, contractors, and partners (“Covered Persons”) must adhere to this policy.

2. Compliance Program and Oversight

FLORN LIMITED's Compliance Program also covers anti-bribery measures.

Director / Compliance Officer: Sofia Michailidou oversees the policy's implementation, coordinates investigations, and ensures routine staff training.

3. Definitions

Bribery: Offering, giving, soliciting, or receiving anything of value to improperly influence a business or governmental decision.

Facilitation Payments: Unofficial payments to expedite routine administrative tasks—strictly forbidden under this policy.

Corruption: Abuse of entrusted power for private gain, encompassing bribery, kickbacks, and similar unethical practices.

Kickback: A portion of payment returned as a reward for awarding or maintaining business.

4. Prohibited Conduct and Shell Banks

Shell Banks: While primarily relevant to AML, FLORN LIMITED's broader compliance stance also bars any bribery or corrupt arrangement involving shell banks, ensuring no facilitation payment or misconduct can occur through such channels.

5. Politically Exposed Persons (PEPs)

Policy on PEPs: We recognize that PEPs or their associates may pose higher corruption risks. If a PEP is involved in business dealings with FLORN LIMITED (e.g., as a consultant or joint-venture partner), we apply enhanced due diligence aligned with our AML and anti-corruption protocols.

6. Risk-Based Approach and Due Diligence

Risk Assessment: We continuously assess corruption and bribery risks related to transactions, third parties, and new markets.

Third-Party Screening: All agents, suppliers, or partners must undergo appropriate vetting (including negative media screening, beneficial ownership checks, PEP screening).

High-Risk Indicators: Large commissions, disproportionate consulting fees, or dealings in jurisdictions with a record of corruption require heightened scrutiny.

7. Gifts, Entertainment, and Hospitality

Prohibited Gifts: Any gift or hospitality intending to improperly influence a decision is disallowed.

Nominal Value: Low-value corporate gifts or modest entertainment (e.g., below EUR 50) may be permitted if not intended to gain undue advantage.

Approval: Gifts or hospitality exceeding the nominal threshold require prior written approval from the Compliance Officer.

8. Reporting Channels and Whistleblower Protection

Dedicated Email: Concerns regarding bribery, kickbacks, or related misconduct can be reported via compliance@florn.net anonymously, if desired.

Prompt Review: The Compliance Officer promptly investigates all such reports and keeps them confidential.

No Retaliation: Any covered person reporting a concern in good faith is shielded from retaliation.

9. Training and Communication

Annual Training: Anti-bribery awareness is included in our mandatory annual compliance training. Extra sessions occur if laws change significantly.

Policy Accessibility: This policy is published on www.florn.net and in the Company's internal knowledge base.

10. Record-Keeping and Monitoring

Accurate Books & Records: All financial transactions must be accurately documented, ensuring no hidden or misrepresented payments.

Periodic Audits: Regular checks assess compliance with anti-bribery protocols, focusing on any suspicious transactions or red-flag behaviors.

11. Violations and Disciplinary Measures

Internal Investigations: The Compliance Officer leads investigations into any alleged bribery or corruption incident.

Penalties: Confirmed violations can result in disciplinary action—ranging from written warnings to termination—and potential legal or criminal consequences.

12. Review Cycle

Annual Review: This Anti-Bribery Policy is reviewed every year or upon any major updates to applicable legislation.

Continuous Improvement: FLORN LIMITED remains open to enhancements that strengthen our commitment to ethical, corruption-free operations.