Anti‑Financial Crime & Corporate Integrity Policy

1. Scope
This Policy applies without exception to all employees, contractors, consultants, officers, subsidiaries and any other individuals or entities working under Camira’s control or otherwise associated with Camira Group Holdings Ltd and its subsidiaries.

Nothing in this Policy should prevent or discourage any person from making a protected disclosure under Camira’s existing Whistleblowing Policy.

2. Purpose
This Policy outlines Camira’s expectations, responsibilities and procedures relating to:

• preventing bribery and corruption
• preventing the facilitation of tax evasion
• preventing fraud
• controlling and disclosing gifts, hospitality and donations
• recognising and avoiding conflicts of interest

Camira maintains a zero‑tolerance approach to any financial crime, including but not limited to; bribery, corruption, fraud, tax evasion and the criminal facilitation of tax evasion. We aim to foster a culture where such practices are never acceptable and where our employees, business partners, intermediaries and service providers act with integrity at all times.

Camira is committed to conducting all business activities with honesty, transparency and in full compliance with applicable legislation in the UK and in any other jurisdiction in which we operate. This Policy sets out the minimum standards required. Where local laws, regulations or industry rules impose higher standards, those higher standards must be followed.

Allegations or credible concerns involving financial crime by Camira employees, or by any associated persons, will be taken seriously and handled appropriately. This includes activity that may have occurred in any country in which Camira operates or engages with third parties.

Where Camira has reasonable grounds to suspect that a criminal offence may have been committed, we will
escalate the matter to the appropriate authorities. In the UK, this includes reporting to the police or other competent law‑enforcement bodies as required. The Serious Fraud Office (SFO) and the National Crime Agency’s International Corruption Unit (ICU) share primary responsibility for investigating allegations of International Bribery and Corruption. The Crown Prosecution Service (CPS) prosecutes international corruption investigated by the NCA and other investigative bodies. Further detail can be found here on GOV.UK.

3. Responsibilities and Accountabilities
This Policy has been approved by the Camira Group Board of Directors and The Commercial Director retains overall accountability for ensuring this Policy remains accurate, current and effectively communicated, maintaining the conflicts of interest and gifts and hospitality registers and responding appropriately to reported breaches by liaising with external agencies where required.

Managers and Supervisors are responsible for understanding the corporate crime and integrity risks within
their areas of control, encouraging prompt reporting of concerns, applying proportionate controls and ensuring employees understand and comply with this Policy.

All employees and persons associated with Camira contribute to promoting a culture in which bribery, corruption and associated activities are never acceptable, by; understanding and complying with this Policy and all relevant legal requirements, reporting suspected or actual breaches immediately, cooperating with any investigations, notifying the Commercial Director of all relevant gifts, hospitality and donations or potential conflicts of interest and maintaining vigilance throughout their work activities.

4. Definitions
Bribery: Offering, promising, giving, requesting or accepting a financial or other advantage with the intention of inducing or rewarding the improper performance of a function or activity. Bribery also includes situations where a person knows or believes that the acceptance of an advantage would itself constitute improper performance.
Fraud: An intentionally dishonest act, intended to secure improper gain or cause a loss to another. May occur by false or dishonest representation, failing to disclose information that a person has a legal duty to reveal, or abusing a position in which an individual is expected to safeguard the interests of another.
Corruption: The misuse of entrusted or delegated power for private gain. Corruption may involve fraud, bribery, extortion, nepotism, conflicts of interest or other forms of unethical behaviour that compromise integrity and impartial decision‑making.
Tax evasion: The fraudulent evasion of tax through deliberate misrepresentation, concealment or other dishonest conduct. Tax evasion includes being knowingly concerned in, or taking steps with a view to, the fraudulent evasion of tax under applicable domestic law, as well as conduct overseas that would be  recognised by relevant courts as amounting to fraudulent tax evasion.
Impartiality: The presence of objectivity, fairness and independence in decision‑making and professional
activities. Impartiality requires that actions, assessments and judgements are made without bias, undue influence or preferential treatment, and that no personal, financial or organisational interest compromises or appears to compromise integrity.
Conflicts of Interest: Any situation in which an individual’s personal relationships, financial interests, external activities or previous employment could improperly influence, or appear to influence, their decisions or actions in a professional context. Conflicts may be actual, potential or perceived, and must be disclosed and managed to protect objectivity and trust.
Corporate Entity: Any organisation capable of being prosecuted in its own name under statute or common law. This includes companies incorporated under the Companies Act 2006, limited liability partnerships (LLPs), and other incorporated bodies. It also includes unincorporated partnerships, associations, clubs and other collective bodies where criminal liability can be attributed to the organisation as a whole. Corporate entities may be held criminally liable for economic crimes, including where a senior manager’s acts or omissions are attributable to the organisation.
Associated Person: An associated person is any individual or entity that performs services for or on behalf of an organisation. This includes employees, workers, agents, subsidiaries, intermediaries, consultants, contractors, joint‑venture partners and any other party engaged to act for the organisation. To be considered an associated person, the individual or entity must be acting in their capacity as such when the relevant conduct occurs.

5. Policy Statement & Procedures
Camira strictly prohibits:

• giving, offering, requesting or accepting anything of value that may be, or may be perceived as, a bribe
• facilitating or assisting another person or entity to evade tax or commit fraud
• encouraging authorising or permitting any associated persons to engage in such conduct

Camira will maintain proportionate and effective prevention procedures designed to prevent bribery, tax evasion and fraud. These procedures are aligned with HM Government’s six guiding principles and the latest HMRC expectations in relation to the corporate offences of bribery, failure to prevent bribery, facilitation of criminal tax evasion, failure to prevent the facilitation of criminal tax evasion, fraud and the failure to prevent fraud.

5.1 Risk Assessment
Camira periodically assesses the nature and extent of its exposure to internal and external risks of bribery, fraud and the criminal facilitation of tax evasion. These assessments are undertaken in accordance with HMRC’s risk indicators for tax evasion guidance, Camira’s Risk Methodologies and Risk Assessments which are retained as documented information within the corporate Risk Register.

5.2 Proportionality
Camira ensures that its prevention procedures remain proportionate to the specific risks it faces. This includes consideration of the nature, scale and complexity of its operations, as well as the level of control and oversight that Camira can reasonably exercise over persons acting on its behalf. Prevention controls are designed to be clear, practical, accessible and effectively implemented using our defined Risk Management processes.

5.3 Top-Level Commitment
This Policy reflects the commitment of Camira’s Board of Directors to prevent bribery, fraud, corruption and the criminal facilitation of tax evasion. The Board promotes a culture in which integrity is expected, and where financial crime related activities are never acceptable.

These commitments are applied throughout the organisation in line with Camira’s risk management controls, which include leadership and governance responsibilities, competency requirements, communication standards and consultation processes.

5.4 Due Diligence
Camira operates due diligence procedures that apply a proportionate and risk‑based approach to all associated persons. Existing controls include Camira’s Recruitment, Selection and Induction Policies, a Camira Code of Conduct, a Camira Supplier Code of Conduct and associated supplier due diligence processes.

Camira also screens all third parties for connections to high‑risk jurisdictions and applies enhanced financial due diligence where appropriate. This includes identifying and verifying the beneficial owners of high‑risk or strategically important third parties, screening these owners against relevant financial and trade sanctions lists, and conducting enhanced checks where ownership structures are complex or unclear. Camira will cease engagement with any individual or entity that is found to be subject to applicable sanctions or presents an unacceptable level of risk.

5.5 Communication and Training
Camira ensures that its prevention policies and procedures are communicated, understood and embedded
throughout the organisation. This is achieved through the use of a Self Service Document Library and a corporate learning management system, where communication and training activities are scheduled at a frequency that is proportionate to the risks identified using our defined Risk Management processes. Training on impartiality, objectivity and conflict‑of‑interest management is also provided to all relevant employees. Contractual agreements reinforce the obligation to act independently and to avoid any real or perceived influence that could compromise impartial decision‑making.

5.6 Monitoring and Review
Because bribery and related risks evolve over time, Camira monitors and reviews the effectiveness of its prevention procedures and makes improvements where necessary. This is carried out in accordance with the organisation’s Risk Methodology, Risk Assessment Procedure and management system controls relating to monitoring, measurement, analysis and evaluation, internal audit and management review.

6. Gifts, Hospitality and Donations
Camira recognises that reasonable and proportionate hospitality and business gifts can play a legitimate role in building business relationships. However, employees must not encourage business contacts to provide gifts or hospitality to them, or indirectly to colleagues, friends or relatives. Likewise employees should avoid placing any undue pressure on the recipient when offering gifts and hospitality, all spending must demonstrate good taste, be mindful of Camira’s reputation, be proportionate to the recipient’s position and justifiable as a reasonable complement to the ongoing business relationship.

If there is any doubt about the purpose of a gift, the employee should decline it. The general principles for the acceptance and offering of gifts and hospitality are set out below.

6.1 Non‑Disclosable Gifts or Hospitality
Employees may accept or offer appropriate gifts or hospitality without prior approval if all of the following criteria are met:

• The value of any gift is less than £50, or equivalent in local currency.
• The value of any hospitality is less than £250pp, or equivalent in local currency. 
• The gift or hospitality is not cash or a cash equivalent (e.g., gift cards, vouchers, loans).
• The gift or hospitality is infrequent (no more than twice per year per individual or organisation).
• There are no procurement activities, contract negotiations or legal disputes ongoing with the individual or organisation.
  
  

6.2 Disclosable Gifts or Hospitality
Employees must disclose and obtain written approval from the Commercial Director before accepting or providing any gift or hospitality where:

• The value of a gift exceeds £50, or equivalent in local currency.
• The value of a single hospitality event exceeds £250pp, or equivalent in local currency.
• The cumulative value of gifts or hospitality from any one organisation or individual exceeds £1,000 in any 12-month period.
  
  

6.3 Prohibited Gifts or Hospitality
The following are not permitted:

• Any benefit that could be viewed as influencing a business decision.
• Any benefit where procurement activities, contract negotiations or legal disputes are ongoing with the individual or organisation.
• Any benefit in advance of a contract, award or certification.
• Cash, gift cards, loans or “favours”.
• Personal benefits to relatives, partners or friends.
• Any benefit to government officials and other politically exposed persons.
• Any benefit where accepting could reasonably influence an employees loyalty, objectivity or ability to make optimal business decisions on behalf of Camira.

The Chief Executive Officer may, in exceptional circumstances, approve an exception to these principles where an employee can demonstrate a legitimate business need. Reciprocal gifting is not encouraged. If there is any doubt about the above criteria, the employee must decline the benefit.

6.4 Donations
All charitable donations, sponsorships or community contributions must be legitimate, transparent and pre‑approved by the Commercial Director or Chief Executive Officer. Political donations are strictly prohibited.

7. Conflicts of Interest & Impartiality
Camira recognises that potential conflicts of interest can emerge in the normal course of business, and that
simply having a conflict is not, in itself, wrongdoing. However, unmanaged conflicts can compromise fairness, objectivity and trust, and may create opportunities for bribery, corruption or undue influence. For this reason, Camira implements reasonable rules to identify, avoid and effectively manage actual, potential or perceived conflicts of interest.

A conflict of interest occurs when an individual’s personal relationships, previous employment, external activities or financial interests could improperly influence, or appear to influence, their decisions or actions on behalf of Camira. Employees, managers and associated persons are expected to act in the best interests of Camira at all times, exercise sound judgement and avoid situations that could compromise integrity.
Camira does not engage in, encourage or facilitate insider dealing. Employees and any associated persons must not use, or allow others to use, confidential or non public information obtained through their work for personal gain or any other improper purpose, nor share such information with any other party.

7.1 Avoiding Conflicts of Interest
In general, it is expected that all Camira employees and associated persons should;

• Avoid conducting any external business or work for a company that competes with Camira, intends to compete with Camira, or interferes with their role at Camira.
• Consider the potential for conflict if they, an immediate family member or a close friend hold a financial interest in any organisation that does business with Camira or could otherwise influence Camira’s activities.
• Not supervise an immediate family member, or have an immediate family member indirectly reporting to them, unless reviewed and approved by HR.
• Never take personal advantage of information or business opportunities learned through their work, nor share such information for someone else’s benefit.
• Be proactive and avoid situations that may create even the appearance of a conflict of interest.
• Raise any actual or potential conflict promptly with their manager or the Commercial Director.
  
  

7.2 Managing and Mitigating Conflicts of Interest
Where a potential conflict of interest is reported or identified, it will be assessed by the Commercial Director.
Depending on the nature, severity and risk, one or more of the following mitigation measures may apply:

• No Action Required - The conflict is disclosed and assessed as minor, insignificant or unlikely to influence decisions. Example: An employee knows someone in a supplier organisation socially, but has no involvement in procurement. Or an employee holds an external directorship or advisory position with no overlapping obligations that would influence or compromise responsibilities at Camira. These situations should still be documented but no further action is needed.
• Restriction - The individual’s access to information or involvement in discussions is partially limited. Examples: They may work on a general project or attend a meetings but not see certain documents for example contracts or price agreements linked to their personal interest.
• Recusal from Decision Making - The individual is fully removed from influencing the decision. Examples: They leave the room (physically or virtually) during relevant discussions or votes. They do not participate in conversations that could sway others.
• Delegation of Authority - Decision making is transferred to an alternative, non conflicted manager or leader. Example: A director assigns approval authority to another director for a specific matter.
• Divestment of Conflicting Interest - The individual relinquishes the interest causing the conflict. Examples: Selling shares in a supplier or competitor. Resigning from an external directorship or advisory position. This is used for conflicts that cannot be controlled through lighter measures.
• Removal from Certain Duties - If the conflict is significant, ongoing and cannot be effectively mitigated, the individual may need to be reassigned or removed from the affected role. Examples: Changing reporting lines. Reassigning the employee to a different position. In severe cases, removal from a board or committee.
  
  

7.3 Impartiality in Testing and Evaluation Activities
Camira is committed to conducting all internal testing and evaluation activities in an independent, impartial and objective manner. All customers are treated equally and are expected to demonstrate the same level of conformance to applicable standards. Impartiality is fundamental to maintaining trust in Camira’s testing services and ensuring that no commercial, personal or organisational influence compromises the validity or integrity of outcomes.

Camira conducts risk assessments on activities, contracts and external organisations it interacts with to identify any threats to impartiality or objectivity. These risks are recorded, reviewed and managed in line with Camira’s risk management framework.

8. Offences, Penalties & Sanctions
It is a criminal offence to offer, promise, give, request, agree, receive or accept bribes and for a commercial organisation to facilitate tax evasion and fail to prevent bribery, fraud and tax evasion.

Currently applicable legislation includes:
• UK Bribery Act 2010
• Economic Crime and Corporate Transparency Act 2023
• Criminal Finances Act 2017
• Proceeds of Crime Act 2002
• Anti‑terrorism, Crime and Security Act 2001
• US Foreign Corrupt Practices Act (FCPA)
• OECD Convention on Combating Bribery
• UN Convention Against Corruption
• UK Corporate Prosecution Guidance
• Other applicable laws, statutes and regulations.

Key offences relating to bribery and tax evasion and possible penalties include:

Key offence	Guidance	Possible Penalties
Active bribery	Offences relating to bribing, or offering to bribe, another person either directly or through a third party.	Up to 10 years imprisonment; unlimited fine; confiscation orders; serious crime prevention orders.
Passive bribery	Offences relating to requesting, agreeing to receive or accepting a bribe.	Up to 10 years imprisonment; unlimited fine; confiscation orders; serious crime prevention orders.
Bribery of a foreign public official	Offences relating to intending to influence a foreign public official, including those within public international organisations.	Up to 10 years imprisonment; unlimited fine; confiscation orders; serious crime prevention orders.
Failure to prevent bribery	Failure of a commercial organisation to prevent bribery by a person associated with it.	Unlimited fine; corporate criminal conviction; confiscation orders; serious crime prevention orders; disqualification of company directors.
Criminal tax evasion	Offences relating to UK and/or foreign tax evasion by an individual or legal entity.	Up to life imprisonment; unlimited fine; confiscation orders; serious crime prevention orders.
Facilitation of criminal tax evasion	Offences involving the knowing facilitation, assistance or involvement in another person’s criminal tax evasion.	Unlimited fine; corporate criminal conviction; confiscation orders; serious crime prevention orders; director disqualification.
Failure to prevent facilitation of criminal tax evasion	Failure of a commercial organisation to prevent a person associated with it from facilitating tax evasion.	Unlimited fine; corporate criminal conviction; confiscation orders; serious crime prevention orders; director disqualification.
Fraud	Offences involving dishonestly making a false representation; failing to disclose information when under a legal duty to disclose; or abusing a position of trust for personal gain.	Up to 10 years imprisonment; unlimited fine; confiscation orders; serious crime prevention orders.
Failure to prevent fraud	Failure of a commercial organisation to prevent a person associated with it from committing fraud, e.g. false representation, false accounting.	Unlimited fine; corporate criminal conviction; confiscation orders; serious crime prevention orders; director disqualification.

Any breach of this Policy will be treated as a serious matter and may result in disciplinary action being taken in accordance with Camira’s Disciplinary Policy and Procedure. Where appropriate, such breaches may also give rise to civil or criminal proceedings against any individual or organisation involved.

POL-COMP-007 R4