Anti‑Corruption and Anti‑Bribery Policy

Contents

Introduction

Vista Global takes a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all its business dealings and relationships. Vista Global is committed to implementing and enforcing effective systems to counter bribery and corruption. The integrity of our Officers and our Associated Persons is critical to Vista Global’s success.

In this Anti-Corruption and Anti-Bribery Policy (“Policy”), “Vista Global” refers to Vista Global Holding Limited, a company incorporated in Dubai International Financial Centre, UAE, and with registration number 2953.

Policy Applicability

This Policy applies to:

  • all employees, officers, directors, and contracted personnel of Vista Global, and to such other persons as designated by Vista Global from time to time (each an “Officer”, collectively “Officers”); and,
  • all natural and legal persons (and their respective employees, officers and directors) that perform services in the name of, or for the benefit of, Vista Global, including without limitation, supply chain business partners, suppliers, consultants, contractors, distributors, and agents (including without limitation, sales agents/representatives) (each an “Associated Person”, collectively “Associated Persons”).

Contracts and agreements executed between Vista Global and Associated Persons may contain more specific provisions addressing some of the issues set out in this Policy. Nothing in this Policy is meant to supersede any more specific provision in a particular contract or agreement executed between Vista Global and an Associated Person, and to the extent there is any inconsistency between this Policy and any other provision of a particular contract or agreement, the provision in the contract or agreement will prevail.

This Policy is intended to supplement and not replace other Vista Global codes of conduct, policies, rules and procedures that are applicable to Officers and Associated Persons from time to time. If any Officer or Associated Person has any doubt as to the codes, policies, rules and procedures applicable in a given situation, or if any Officer or Associated Person perceives any conflict or inconsistency between this Policy and any other Vista Global code of conduct or any other Vista Global policies, rules or procedures, then he/she should raise the issue with, and seek direction from Compliance and Ethics at compliance@vistaglobal.com. This Policy is a statement of principles and expectations for individual and business conduct. It is not intended to and does not in any way constitute a contract, an employment contract, or assurance of continued employment, and does not create any right in any Officer or Associated Person. The enforcement and interpretation of this Policy rests solely with Vista Global. This Policy only creates rights in favour of Vista Global. The headings contained in this Policy are for convenience only and shall not be interpreted to limit or otherwise affect the provisions of this Policy.

The examples, red flags, and case scenarios referred to in this Policy are not exhaustive or exclusive and are included solely as guidance. Officers and Associated Persons must be aware that there are other situations which may raise bribery or corruption concerns.

In addition to terms defined elsewhere in this Policy, the following definitions shall apply in this Policy unless the contrary intention appears:

“Public Official(s)” includes:

  • persons holding legislative, administrative, military or judicial office for any country;
  • persons exercising a public function for any country, government or governmental agency;
  • employees of enterprises that are wholly or partially owned by the government;
  • officials or agents of a public international organisation;
  • political parties or officials of a political party.

As such, Public Officials include honorary government officials; members of boards, officers, directors and employees of governmental, quasi-governmental or government-owned companies; members of royal or ruling families; and officials of public international organisations such as the World Bank, International Monetary Fund and the World Trade Organisation.

“Things of Value” means bribes, a financial advantage, favour or any other benefit, whether in cash or in kind, tangible or intangible. Examples include (without limitation): gifts, meals, entertainment, hotel accommodation, complimentary Vista Global air travel, or offers of employment.

“Third Party” means any individual or organisation that any Officer or Associated Person comes into contact with during the course of his/her/its work for Vista Global, and includes actual and potential customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies, including their advisors, representatives and officials, politicians and political parties.

Definition of Corruption and Bribery

  • Corruption is the abuse of a person’s position to commit crimes, which can include theft, extortion (an offence marked by use of threats, coercion, or intimidation to obtain money, goods, or services; e.g. bribery, blackmail and ransom) and a number of other crimes, including the soliciting of bribes. Corruption is not limited to public officials; however, it can be particularly damaging when public officials are involved.
  • Bribery is the offering, giving, receiving, or soliciting of any Thing of Value, usually in exchange for an unfair and illegitimate commercial, contractual, regulatory or personal advantage. The UK Bribery Act 2010 (the “Bribery Act”) defines the following offences:
    • Paying bribes: offering, promising or giving a financial or other advantage to induce someone to perform their function or activity ‘improperly’ (the ‘active’ bribe offence). The person receiving the advantage does not have to be the same person whose conduct is improper as a result.
    • Receiving bribes: requesting, agreeing to receive or accepting a financial or other advantage for performing your function or activity ‘improperly’ (the ‘passive’ bribery offence). Acceptance can either be in anticipation, or as a consequence, of the improper conduct. It does not matter whether the recipient knows or believes that the performance of the function or activity is improper. If the recipient knows that merely ‘taking the advantage’ without any further action is wrong, then an offence has been committed.
    • Bribing a foreign public official (FPO): this includes bribes paid to stop public officials in a foreign country from exercising their normal function, or exercising a function that is not within their authority – i.e. offering an FPO a financial or other advantage (directly or through a third party) with the intention to influence the FPO in the performance of his duties as a public official to obtain or retain a business advantage for a company. Refer to Appendix 1 for examples of who is deemed an FPO.
    • Failure by a company to prevent bribery by associated persons (the corporate offence): if a person associated with a company - i.e. an ‘associated person’ - bribes a person with the intention of gaining or retaining a business advantage for the company, then the company may be guilty of an offence under the Bribery Act and liable for an unlimited fine.

The US Foreign Corrupt Practices Act prohibits U.S. persons and, in some cases, foreign persons, from corruptly offering, authorizing, or making payments, or giving anything of value, to any foreign official or political parties for the purpose of obtaining or retaining business.

Compliance with Laws

  • Officers and Associated Persons shall comply with all applicable laws, in the countries where Vista Global operates in the case of Officers, and where the Associated Person operates in the case of Associated Persons, including local anti-corruption and anti-bribery laws.
  • Vista Global, Officers, and Associated Persons, may be subject to criminal liability if an Officer or an Associated Person, directly or indirectly, offers or pays, or authorizes payment of, Things of Value in exchange for some improper advantage for Vista Global, or to obtain or retain business. Under the UK Bribery Act, bribery and corruption are punishable for individuals by up to ten years' imprisonment and if Vista Global is found to have taken part in corruption it could face an unlimited fine and face damage to its reputation. Under the UAE Federal Anti-Bribery provisions the punishments for bribery vary according to the crime, however bribing a Public Official can be punished by imprisonment upto 15 years, and corporate criminal liability could apply to Vista Global. This is why Vista Global takes its legal responsibilities very seriously.
  • Vista Global and Officers may also be subject to criminal liability if an Officer requests, solicits, receives or accepts Things of Value in exchange for an Officer improperly performing a Vista Global function.
  • Officers and Associated Persons should avoid any conduct that creates even the appearance of improper activity or conduct, and to engage in conduct that is, or would appear to be, a violation of the law.
  • Anti-corruption and anti-bribery laws can apply to conduct outside the territorial jurisdiction of the relevant law. For example, in the case of the Bribery Act, the English Courts will have jurisdiction not only over offences committed in the UK, but they will also have jurisdiction over offences committed outside the UK where the person committing them has a close connection with the UK by virtue of being a British national or ordinarily resident in the UK, or a company in the UK. The extraterritoriality principle also applies to the anti-bribery laws of the UAE.

For case scenarios illustrating the offence of bribery refer to Appendix 1.

Principles & Expectations

Officers and Associated Persons may not, directly or indirectly, (i) offer, (ii) promise, (iii) agree to pay, (iv) authorize payment of, (v) pay, (vi) give, (vii) accept, or (viii) solicit Things of Value to or from any Third Party in order to secure or reward an improper benefit or improper performance of a function or activity, or to obtain or retain business.

  1. Gifts & Hospitality

    Good faith hospitality and promotional expenditure to improve Vista Global’s image, present its services, or establish cordial relations with clients, may be deemed legitimate, provided it is reasonable, proportionate and made in good faith; however, it needs to be made clear that the Penal Code of the UAE does not set any minimum threshold that would constitute a bribe and accordingly the relevant authorities of the UAE would assess any such expenditure on a subjective basis, considering many factors, including the cost, proportionality, custom of parties, timing etc. It is essential to draw a distinction between what is legitimate in business situations and what is bribery; any gift or hospitality that seeks to influence the recipient into performing their function improperly would be considered a bribe.

    Generally, the giving or receiving of modest gifts, entertainment, or other business courtesies is permissible if the following requirements are met:

    1. it is not made with the intention of influencing a Third Party to obtain or retain business or a business advantage, or to reward the provision or retention of business or a business advantage, or in explicit or implicit exchange for favours or benefits;
    2. it complies with national law;
    3. it is given in Vista Global’s name, not in the Officer’s or Associated Person’s name;
    4. it does not include cash or a cash equivalent, such as gift certificates or vouchers (except that Vista Global cabin and cockpit crews may accept monetary tips or gratuities from any Vista Global passenger paid as recognition of the service provided by such crews during the flight on which the person paying such tip or gratuity was a passenger. For clarity, such tips or gratuities shall not be received by any such crews in order to behave in an improper way);
    5. taking into account the reason for the gift, it is of an appropriate type and value and given at an appropriate time (example: giving a small gift at Christmas time);
    6. it is given openly, not secretly;
    7. it is of nominal value, such as an advertising novelty, when it is customarily offered to others having a similar relationship with that individual or organisation; and,
    8. gifts should not be offered to, or accepted from, Public Officials, without the prior approval of the Officer’s direct supervisor or the Associated Person’s direct managerial contact at Vista Global.
  2. Facilitation Payments

    Facilitation payments are strictly prohibited. Facilitation payments are typically small, unofficial payments made to secure or expedite a routine or necessary government action by a Public Official, when Vista Global would have already paid for, or is entitled to, that action.

  3. Charitable Donations, Sponsorships, and Political Contributions

    Vista Global is proud of its strong commitment to assist charities. Vista Global also sponsors third party events and activities in various ways from time to time. While charitable donations and sponsorships are encouraged, all donations and sponsorships must be made in accordance with Vista Global’s high ethical standards and in compliance with all applicable laws.

    It is common for Public Officials, current or prospective Vista Global business partners, and suppliers, to be involved in charitable or not-for-profit organisations, and they may request charitable donations or sponsorships from Vista Global, Officers or Associated Persons. In any such event it needs to be ensured that the donation or sponsorship is not an indirect way of conferring a personal benefit on a Public Official or business partner or supplier, and that the contribution or sponsorship is not made in exchange for obtaining or retaining business, or to influence a purchasing or other decision affecting Vista Global’s interests. Charitable donations or sponsorships to charitable or no-for-for profit organisations involving Public Officials or current or prospective Vista Global business partners or suppliers, may only be granted by Vista Global, Officers or Associated Persons subject to written approval by a Vista Global Director on a case by case basis.

    Candidates for political office, political parties and party officials may also seek political contributions from Vista Global, Officers or Associated Persons. Officers and Associated Persons should not make payments, whether in cash or in kind, to political candidates, political officials or political parties for the purpose of obtaining, retaining or directing business to Vista Global or any other entity. In-kind contributions can include participation in political campaigns during paid working hours and the use of administrative support, Vista Global facilities, equipment and supplies. Political contributions to candidates for political office, political parties, or party officials, may only be granted by Vista Global, Officers or Associated Persons subject to written approval by Vista Global’s Board of Directors on a case by case basis.

  4. Employment Decisions

    There can be cases when a Public Official or current or prospective business partner, or supplier, may ask an Officer to help find a job for a relative or friend, or suggest that a relative or friend be offered an internship or similar position within Vista Global. It may also be the case that they might seek to play a role in a future Vista Global employment decision, or may seek employment for themselves in anticipation of leaving a current position.

    Offers of employment should not be given in exchange for or to reward any benefit received by Vista Global, and Officers should not offer employment in order to seek any advantage in any business venture.

  5. Associated Persons

    Associated Persons (refer to the definition of this term on the first page of this Policy, but includes without limitation, the suppliers and contractors of Vista Global) are important to Vista Global’s operations in many ways, and many of them are integral to Vista Global’s business.

    Relevant laws in countries in which Vista Global operates, however, make it clear that activities and conduct of an Associated Person can create liability for Vista Global.

    Officers may not circumvent Vista Global’s policies and procedures by using an Associated Person to do what Vista Global could not do itself.

    Associated Persons should be carefully selected and evaluated before being retained by Vista Global, and Associated Persons should be selected solely on the basis of merit.

    Officers should be alert to Associated Persons where the businesses or services are to be performed in a country, industry, sector, or in respect of special projects, where there is a history of corruption.

    Appendix 2 sets out examples of “red flags” that may signify a heightened risk to Vista Global. If a potential Associated Person or Associated Person exhibits one or more of these “red flags,” either before entering into a business relationship, or while that relationship is ongoing, the Officer must raise those issues with his/her direct supervisor for further review and due diligence.

    In addition, in order to reduce risks that an Associated Person will engage in improper conduct on behalf of Vista Global, oral agreements or arrangements with an Associated Person are strictly prohibited; all agreements and arrangements shall be recorded in writing. Written agreements with Associated Persons must accurately reflect the substance of the agreement in a clear way.

  6. Internal Controls

    Officers should record all financial transactions according to Vista Global’s financial and internal control policies and procedures. No undisclosed or unrecorded accounts of Vista Global may be established for any purpose. False, misleading, incomplete, inaccurate, or artificial entries in the books, records, or accounts of Vista Global are prohibited.

    All accounts, invoices, memoranda and other documents and records relating to dealings with Third Parties, such as clients, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness. No accounts may be kept "off-book" to facilitate or conceal improper payments.

    Personal funds should not be used to accomplish what is otherwise prohibited by this Policy.

  7. Monitoring

    To ensure this Policy is followed correctly, Vista Global’s Compliance and Ethics function and/or Vista Global auditors may conduct unannounced audits. These audits may include the review of agreements/contracts with Associated Persons, the review of transaction files and financial records, and random interviews with Officers and Associated Persons. Full cooperation with those audits is required of all Officers and Associated Persons.

Breach of Policy Reporting Procedure

Vista Global is fully committed to developing a Speak up culture - Officers and Associated Persons should not be afraid to speak up if they think that something is wrong or needs to be fixed. Officers and Associated Persons should at all times feel comfortable sharing their views, asking questions, flagging anomalies, expressing concerns, or reporting perceived violations of this Policy. If an Officer or Associated Person becomes aware of any suspected or known violations of this Policy, then he/she has a duty to promptly report such concerns in accordance with Vista Global’s Speak Up Procedure for Reporting Concerns Relating to Financial Matters (available online at https://vistaglobal.com/ (or at any other location indicated by Vista Global at any time), and on Vista Global’s internal online systems that are effective from time to time and are accessible by all Officers.

Consequences for Non-Compliance

If an Officer fails to comply with this Policy, then he/she may be subject to disciplinary action that may include dismissal from employment. Disciplinary measures will depend on the circumstances of the violation and will be applied in a manner consistent with Vista Global’s policies. In addition, Officers who violate the law during the course of their employment may also be subject to criminal and civil action.

In the event that an Associated Person fails to comply with any provision in this Policy and does not remedy the failure (if such a failure is remediable) within 10 days of such Associated Person being notified in writing of the failure by Vista Global, then Vista Global may terminate the business relationship with such Associated Person (including terminating all contracts and agreements in force between Vista Global and such Associated Person) by means of written notice to such Associated Person, with immediate effect, without need of judicial recourse, and without liability for compensation or damages (whether direct and/or indirect) of any type or nature in favour of such Associated Person.

Revisions

Vista Global will unilaterally review this Policy on a regular basis at its absolute discretion, and will introduce revisions where necessary or appropriate. Vista Global may also issue addenda, guidelines and memoranda from time to time to supplement this Policy. The latest version of this Policy and of any addenda, guidelines and memoranda will always be available online at https://vistaglobal.com/, and on Vista Global’s internal online systems that are accessible by all Officers. It is the responsibility of Officers and Associated Persons to access these online systems regularly to view the latest version of this Policy and of any addenda, guidelines and memoranda, from time to time.

Waivers of this Policy may be granted by a Vista Global Director (or any delegate authorised by the Vista Global Board of Directors) only in exigent circumstances.

Confirmation

Officers and Associated Persons shall periodically, whenever requested by Vista Global, individually confirm in writing, or by any electronic means introduced by Vista Global from time to time, to Vista Global that he/she/it has read this Policy and agrees to comply therewith.

Appendix 1

Case Scenarios and Frequently Asked Questions

Offering a bribe

A Vista Global Director offers a jet fuel supplier representative free air travel on VistaJet aircraft, but only if the supplier agrees to increase credit terms from 30 days to 90 days in the upcoming fuel contract.

This would be an offence as the Vista Global Director would be making the offer to gain a commercial and contractual advantage. Vista Global may also be found to have committed an offence because the offer has been made to obtain business for it. It may also be an offence for the fuel supplier’s representative to accept Vista Global’s Director offer.

Accepting a bribe

The Sales Representative of an aircraft maintenance provider offers to take a Vista Global Director on a family holiday if he agrees to procure maintenance services for VistaJet’s aircraft from his facility.

It is an offence for the Sales Representative to make such an offer. It would be an offence for the Vista Global Director to accept the offer as he would be doing so to gain a personal advantage.

Bribing a Foreign Public Official

A Vista Global Officer makes an additional payment to a foreign Public Official to speed up the issuing of a registration licence for a Vista Global sales office in a remote Asian country. There is no official process for speeding up the issuing of a licence in the country.

The offence of bribing a foreign Public Official has been committed as soon as the offer is made. This is because it is made to gain a business advantage for Vista Global. Vista Global itself may also be found to have committed an offence, if it has failed to prevent such occurrences negligently.

Frequently Asked Questions

Q. What should I do if I believe an Associated Person of Vista Global, is passing on money to a third party?
A. You should contact Compliance and Ethics at compliance@vistglobal.com or your direct superior and make them aware of the situation. It is important to keep detailed evidence of all your dealings with the Associated Person concerned. This activity would be against the Vista Global’s anti-corruption and anti-bribery Policy and may also be illegal.

Q. What should I do if I believe the amount we are paying to an Associated Person, such as a supplier of office stationary services, seems large?
A. If the size of the payment seems out of proportion to the service provided then it should be brought to the attention of Compliance and Ethics at compliance@vistglobal.com or your direct supervisor.

Q. If I am told that it is customary to give and receive additional cash payments in a country to which we operate, can I do so?
A. In any such event you should contact Compliance and Ethics at compliance@vistglobal.com or your direct superior immediately.

Q. A Public official from the Dubai Health and Safety Authority has discovered a number of small safety violations at a Vista Global office. He threatens to close down the office unless he is paid a sum of money on the spot – can I do this?
A. No. Vista Global’s anti-corruption and anti-bribery Policy is clear that Vista Global will not make facilitation payments of any kind. If you are requested to make such a payment you should contact Compliance and Ethics at compliance@vistglobal.com or your direct supervisor immediately.

Q. A government official working on an application filed by Vista Global to build new offices in Dubai expects a modest facilitation payment to be made – can I do this?
A. No. Vista Global’s anti-corruption and anti-bribery Policy is clear that Vista Global will not make facilitation payments of any kind. If you are requested to make such a payment you should contact Compliance and Ethics at compliance@vistglobal.com or your direct superior immediately.

Q. How do I know if something is a bribe?
A. In most circumstances, common sense will determine when a bribe is being offered. However, the following questions can help you make an objective assessment if in doubt:

  • am I being asked to pay something or provide any other benefit over and above the cost of the services being performed?
  • am I being asked to make a payment for services to someone other than the service provider?
  • are the hospitality or gifts I am giving or receiving reasonable and justified? Would I be embarrassed to disclose them?
  • when a payment or other benefit is being offered or received, do I know or suspect it is to induce or reward favourable treatment, to undermine an impartial decision making process or to persuade someone to do something that would not be in the proper performance of their job?

Q. Who is a Foreign Public Official?
A. A Foreign Public Official includes (i) anyone who holds a foreign legislative or judicial position; (ii) individuals who exercise a public function for a foreign country, territory, public agency or public enterprise; or (iii) any official or agent of a public organisation.

Appendix 2

Red Flags

(In the following list, Associated Person shall also include potential Associated Persons):

  1. the Associated Person fails to provide certain documents requested by Vista Global to evidence that he is who he says he is;
  2. the Associated Person fails to cooperate in Vista Global’s due diligence and know-your-customer related requests;
  3. the Associated Person fails to provide references from persons he’s worked with or else the references provided are not satisfactory;
  4. the Associated Person operates in a country where bribery is prevalent;
  5. The Associated Person does not have offices or a staff, or frequently moves locations;
  6. basic searches on the Associated Person performed over the internet (such as through Google) show that the Associated Person was subject of previous enforcement action(s) for bribery-related offenses;
  7. The Associated Person’s business is not listed in standard industry directories, or is unknown to people knowledgeable about the industry.
  8. The Associated Person’s report of its business structure is unusual, incomplete, or overly complex with a lack of transparency;
  9. The Associated Person requests unusual payments or financial arrangements (e.g. requests to accept payments in cash or through a third party; requests Vista Global to complete unnecessary, inaccurate or unexplained invoices; or has a pattern of over-invoicing or incorrect invoicing, or overpayments and requests for refunds; requests to accept payments split into small amounts; requests that payment be made in country or currency that is different from that of the Associated Person’s domicile or the country where the work will be performed);
  10. The Associated Person proposes unnecessary change orders to increase contract values after award of the contract;
  11. The Associated Person is vague or elusive about source of funds for the transaction;
  12. The Associated Person seeks to make or receive payment from or to a foreign country account other than the location of the party’s business or the service performed, unless the third party has legitimate reasons for requesting for such arrangement;
  13. An unnecessary middleman or local is involved in the contract or negotiations, and his addition has no obvious value to the performance of the contract;
  14. The Associated Person boasts about his close connections with local government officials, such as immigration or customs officials, or civil aviation officials;
  15. The Associated Person requests that Vista Global not report or disclose a particular activity or transaction;
  16. The Associated Person threatens to cease providing a contracted service to Vista Global if Vista Global does not accept to pay, in addition to the contracted payments, payment in cash to an individual named by the Associated Person;
  17. The Associated Person wants to work without a contract (or with a vague contract);
  18. The Associated Person refuses to include in the contract with Vista Global certain clauses relating to anti-bribery and ant-corruption;
  19. The Associated Person insists that his identity remain confidential or refuses to divulge the identity of its owners or principals.

Document Owner

Name Title
Tobias Schramm Director

Version Control

Date Version Description
11 Dec 2018 1 Effective Date