Guidelines for Compliance

with Canada’s Corruption of Foreign Public Officials Act, US Foreign Corrupt Practices Act, and UK Bribery Act

1. OBJECTIVE OF THE POLICY

ACGI Shipping Inc. (the “Company” or “ACGI”) is committed to conducting its business in accordance with applicable law and the highest ethical standards. That commitment is reflected in our Code of Business Conduct and Ethics and in this Anti-Corruption and Anti-Bribery Policy (the “Policy“), which is intended to provide guidance and procedures for compliance with Canada’s Corruption of Foreign Public Officials Act (“CFPOA“), US Foreign Corrupt Practices Act (“FCPA”), UK Bribery Act (“UKBA”) and local laws pertaining to bribery and corruption.

There are laws throughout the world combating bribery and corruption, particularly with respect to government officials, including laws that apply to ACGI’s international activities. Three such laws are the CFPOA, FCPA and UKBA. Although the CFPOA, FCPA and UKBA are laws of Canada, the United States and the United Kingdom, respectively, such laws can apply to ACGI anywhere in the world. Additionally, ACGI’s international activities may be subject to local anti-bribery and anti-corruption laws.

ACGI is committed to compliance with anti-bribery and anti-corruption laws, even if there may be a perception that local authorities do not enforce such standards.

2. COMPLIANCE AND REPORTING

This Policy applies to every ACGI employee, including but not limited to senior executive and financial officers, and to members of the Board of Directors and reflects the standards to which ACGI expects all people and entities providing work or services for ACGI (“Employees and Agents”) to adhere to.

Employees and Agents are required to take all responsible steps to prevent a violation of this Policy, to identify and raise potential issues as soon as reasonably practicable, and to seek additional guidance when necessary. ACGI Personnel who have any questions about this Policy are asked to contact ACGI’s President, VP Finance or any of the officers of the Company. Suspected violations of this Policy may be reported to the President of ACGI or the VP Finance.

3. BRIBERY AND CORRUPTION

What is bribery and corruption?

Corruption is the misuse of power by government officials or other parties for illegitimate private gain. Bribery is the offer, promise or provision, directly or indirectly, of a loan, reward, advantage or benefit of any kind to a person in a position of power to influence that person’s conduct to obtain or retain an improper advantage.

Offers or agreements to pay a bribe are sufficient to constitute a violation of the CFPOA, even if the bribe is not accepted, it is never actually received, or the objective of the bribe is not achieved.

Bribery and corruption can take many forms, including the provision or acceptance of:

cash payments;
jobs or “consulting” relationships for the official or his or her family or friends;

stock options;
commissions or kickbacks;
investment opportunities;
excessive gifts, entertainment or hospitality;
payment of non-business-related or lavish travel expenses; or
personal favours to the official or his or her family or

There is no minimum value under the CFPOA, and even things of modest value can trigger a violation.

Corruption and bribery are never acceptable business practices. Employees and Agents are prohibited from offering, paying, promising or authorizing any bribe to any government official, either directly or indirectly.

Who are Government Officials?

The CFPOA defines government officials (“foreign public officials” in the statute) broadly to include any appointed, elected, or honorary official or any employee of a government, of a government-owned or controlled company, or of a public international organization. The definition encompasses officials in all branches and at all levels of government: federal, state or local. A person does not cease to be a government official by purporting to act in a private capacity, or because he or she serves without compensation.

Government officials relevant to ACGI’s business include the following:

government ministers and their staff members;
judges;
ambassadors;
officials or employees of government departments and agencies including customs, immigration, environment, mines and other regulatory agencies;
military and police personnel; and
mayors, councilors or other members of local government.

If you are not sure whether a person is a government official, please contact the President or VP Finance for further guidance.

Because benefits to close relatives, including spouses, children, parents or siblings, of a government official may be deemed by enforcement authorities as indirect benefits to a government official, any gift or entertainment provided to a close relative of a government official must comply with Sections 5 and 6 of this Policy. You must also consult with the President and VP Fiance before entering into any contract or transaction with a close relative of a government official or a company owned or controlled by a close relative of a government official.

4. FACILITATION PAYMENTS

A “Facilitation Payment” is a payment of minimal value made solely to expedite or secure the performance of a routine government action such as the issuance of a permit, license or other document to qualify a person to do business or the processing of official documents, such as visas and work permits. Under this Policy, even Facilitation Payments are prohibited.

5. GIFTS TO GOVERNMENT OFFICIALS

A reasonable gift may be provided to a government official in appropriate circumstances, but only if:

there is a direct connection to a legitimate business or promotional activity or the performance of an existing contract;

it is consistent with normal social or business customs in the official’s country and with ACGI’s own business practices;
it is provided in a transparent and open manner;
the cost is reasonable; and
it does not create a sense of obligation on the part of the

The provision to a government official of gifts or other benefits that do not meet those tests is prohibited, as are all gifts in the form of cash, stock or other negotiable instruments.

Any gift to a government official must be accurately accounted for and described in ACGI records. The description should identify the nature of the gift, its value, the date it was given, and the identity of the recipient.

6. ENTERTAINMENT OF GOVERNMENT OFFICIALS

The provision, directly or indirectly, of meals, entertainment, hospitality or any other benefit of any kind to a government official on a scale that might be perceived as creating an obligation on that official is prohibited.

In appropriate circumstances, reasonable meals, entertainment or other normal business hospitality may be provided to a government official, but only if:

there is a direct connection to a legitimate business or promotional activity or the performance of an existing contract;
it is consistent with normal social or business customs in the official’s country and with ACGI’s own business practices;
it is provided in a transparent and open manner;
the cost is reasonable; and
it does not create a sense of obligation on the part of the

When considering the reasonableness of the expense, consider the frequency with which such expenses are incurred for an official. Modest costs frequently incurred can, when aggregated, amount to lavish and potentially improper payments.

The provision of any meal, entertainment or other hospitality for a government official must be accurately accounted for and described in ACGI’s records. It must be accounted for in a separate expense report which identifies the type of benefit provided, its value, the date it was provided, and the identity of the recipient.

7. PAYMENT OF TRAVEL, EXPENSES AND PER DIEMS FOR GOVERNMENT OFFICIALS

If a government department does not have adequate resources to undertake required tasks in connection with the regulation or approval of specific activities, ACGI could be asked to provide financial or other support for such activities.

In appropriate circumstances, and when required by the government to do so, ACGI may pay reasonable expenses for government officials. Such expenses may be approved when there is a legitimate business need for ACGI to pay them, for example:

in connection with contract negotiation or contract execution; or
in connection with the promotion, demonstration, explanation or inspection of ACGI’s

Such expenses may only be paid where permitted under local law and approved in advance by the President or the VP Finance in writing. The expenses must be reasonable in amount and directly related to the business purpose.

DOWNLOAD COMPLIANCE