Anti-Bribery & Corruption Policy

Anti-Bribery and Corruption Policy

It is the policy of Farrow to conduct its business in an honest and ethical manner. Farrow adheres to best practices with respect to anti-corruption behavior, and therefore it has a ZERO tolerance policy for bribery and corruption by employees, officers, directors, agents, consultants and contractors of Farrow.

Farrow’s policy is to comply with all relevant laws, rules and regulations governing bribery and corruption, including the Canadian Corruption of Foreign Public Officials Act (CFPOA), the United States Foreign Corrupt Practices Act (FCPA), and the laws, rules and regulations of any other country in which Farrow may operate.

As such laws, rules and regulations may have extra-territorial application, Farrow and its employees and associated persons will be bound by the most stringent of these requirements in respect of its and their conduct in all jurisdictions where they may operate, even if such conduct might otherwise be permitted by the local law of a particular jurisdiction.

Farrow personnel and agents are strictly prohibited from offering, paying, promising, or authorizing any payment or other thing of value to foreign public officials, candidates and parties (or any other recipient if part of the bribe is ultimately attributable to a foreign public official, candidate or party) directly or indirectly through or to a third party for the purpose of (i.e. in exchange for) causing the person to act or fail to act in violation of a legal duty; causing the person to abuse or misuse their position; or securing an improper advantage, contract or concession.

To ensure compliance with anti-bribery and corruption laws in Canada, the United States, and the laws, rules and regulations of any other country in which Farrow may operate, no Farrow personnel shall undertake any Improper Payment Activity in respect of a foreign official, a domestic official, or a person doing business in the private sector.

1.0 Scope

1.1  The scope of this Policy and Procedure applies to every Farrow employee, including senior executive and financial officers, and to members of our Board of Directors and reflects the standard to which Farrow expects it business associates, partners, agents, contractors, and consultants to adhere when acting on Farrow’s behalf.

1.2  This Policy is intended to supplement all applicable laws, rules, and other corporate policies.

2.0 Regulatory & Legislative Documents

2.1 Canadian Corruption of Foreign Public Officials Act (CFPOA), United States Foreign Corrupt Practices Act (FCPA), The laws, rules and regulations of any other country in which Farrow may operate.

3.0 Responsibility & Accountability

3.1 It is the responsibility of the Executive Leadership Team (“Forum Group”) and the designate officer to ensure the following procedure is adhered to. Forum Group shall review this policy on an annual basis for appropriateness, compliance internally to Farrow and for compliance to all applicable standards, acts, legislation, etc.

3.2 Requests for additional guidance or interpretation regarding this Policy can be directed to the Forum Group or designate officer.

3.3 It is the responsibility of all Farrow Senior Management, Department Managers and Team Leaders/Supervisors to ensure the functionality and accuracy of this procedure is adhered to.

3.4 It is the responsibility of every Farrow employee to ensure the functionality and accuracy of this procedure is adhered to.

3.5 It is the responsibility of the Forum Group and the designate officer to ensure that a risk assessment and due diligence are conducted prior to the appointment of a third party intermediary.

4.0 Definitions

Corruption: Corruption is the abuse of entrusted power for private economic gain. This Policy will refer to both as bribery.

Bribery: Bribery is the giving, offering or agreeing to provide benefits to others in order to improperly influence an outcome to obtain or retain an advantage. Bribery can take many forms, including the provision or acceptance of:
• cash payments
• phony jobs, shell companies, or “consulting” relationships
• kickbacks
• political or charitable contributions
• social benefits, or
• gifts, travel, hospitality and reimbursement of expenses

Farrow employees are strictly prohibited from offering, paying, promising or authorizing, directly or indirectly, any financial or other advantage or benefit to foreign officials, candidates or parties for the improper performance (whether it be an act, omission, use of influence or otherwise) of a relevant function or activity.

5.0 Procedure

Discipline:

5.1 Any Farrow employee who violates the terms of this Policy will be subject to disciplinary
action.

5.1.1 Any Farrow employee who has direct knowledge of potential violations of this Policy but fails to report such potential violations to Farrow Management / designate officer will be subject to disciplinary action.

5.1.2 Any Farrow employee who misleads or hinders investigators inquiring into potential violations of this policy will be subject to disciplinary action.

5.1.3 In all cases, disciplinary action may include termination of employment.

5.1.4 Any third party agent who violates the terms of this policy, who knows of and fails to report to Farrow Management / designate officer potential violations of this policy, or who misleads investigators making inquiries into potential violations of this policy, may have their contracts re- evaluated or terminated.

Training:

5.2 All new Farrow employees will receive a copy of this policy in their on-boarding packages.

5.2.1 All Farrow employees will receive annual reminder and overview of policy during the Corporate OHS Due Diligence training.

Improper Payment Provisions:

5.3 Any payment or offer of payment to a foreign official for the purpose of influencing that official to assist in obtaining or retaining business or any other advantage for a company is strictly prohibited. A “payment” under the respective bribery and corruption laws is broadly interpreted to include not only the actual payment of money, but also an offer, promise or authorization of the payment of money, as well as an offer, gift, promise or authorization of the giving of “anything of value”. “Anything of value” may include not only cash and cash equivalents, but also gifts, entertainment, travel expenses, accommodations and anything else of tangible or intangible value. Application of the law is not only to payments or offers to pay, but also to any act or event that is “in furtherance of” a payment to a foreign official. Even if an improper payment is not consummated, just offering it violates these laws. Likewise, it is a violation of these laws to instruct, authorize or allow a third party to make a prohibited payment on Farrow’s behalf, or to ratify a payment after the fact, or make a payment to a third party while knowing or having reason to know that it will likely be given to a government official.

Bribery of Foreign Officials:

5.4 The FCPA prohibits Farrow and any of its employees, officers, directors and agents from directly or indirectly influencing (with money, gifts, or promise) any foreign government, official, political party or political candidate in order to assist Farrow in obtaining or retaining business or in directing business to any other person. The FCPA also proscribes the authorization or ordering of any practice, which constitutes a violation of these prohibitions. Violations of these anti-corruption provisions of the FCPA are punishable by a fine of up to $100,000, or imprisonment for up to five years, or both, in the case of an individual (for which the fine may not be paid, directly or indirectly, by Farrow) and a fine of up to $2 million in the case of Farrow.

The CFPOA applies to bribery of foreign public officials when the offence is committed in whole or in part within Canada. Its provisions also apply to offences committed outside Canada by a Canadian citizen, permanent resident, or an entity organized under Canadian law. The CFPOA applies to persons and companies and makes it a criminal offence for persons or companies to bribe foreign public officials to obtain or retain a business advantage. The maximum penalties for offences include 14 years’ imprisonment in the case of an individual and millions of dollars in fines in the case of the Company.

Books and Record Keeping Requirements:

5.5 In addition to its improper payment provisions, both the CFPOA and the FCPA impose certain accounting requirements on companies. Specifically, the FCPA requires that a company maintain books, records and accounts that, in reasonable detail, accurately reflect the transactions and dispositions of that company. In order to comply with these requirements, it is imperative that Company employees, officers and agents maintain complete and accurate records with respect to all transactions undertaken on behalf of Farrow. These requirements apply to transactions of any amount, not just sums that would be “material” in the traditional financial sense. “Records” include virtually all forms of business documentation, including accounts, correspondence, memos, tapes, discs, papers, books and other documents or transcribed information of any type.

5.6 The Company has adopted the following policies regarding insider trading and foreign corrupt practices. These policies are intended to provide guidance to all employees, officers, directors of Farrow or any of its parents or subsidiaries or any corporation or other entity controlling, controlled by or under common control with Farrow (“Affiliates”), and to avoid the occurrence and even the appearance of improper or illegal conduct. All employees, officers, directors of Farrow or any of its parents or subsidiaries or Affiliates are expected to sign the F211 Anti-Bribery and Corruption Policy Acknowledgement, acknowledging that they have read and understood the Policy Statement and will be required to certify, on an annual basis thereafter, their understanding of and compliance with the Policy Statement, as it may be amended from time to time.

Improper Use of Corporate Funds or Assets:

5.7 The following uses of corporate funds or assets are prohibited:

• Direct or indirect payments, gifts, contributions or offers or promises of anything of value in the nature of bribes, payoffs or kickbacks or any other effort to buy favors, including but not limited to inducements to procure orders for the sale of the Company services and products. Any other direct or indirect payment, gifts, contribution or offer or promise of anything of value may be made only to the extent that it conforms with reasonably prudent practice in the industry as approved in each specific case by a designated officer of Farrow, or in accordance with
guidelines published under Farrow’s “Gifts, Entertainment and Meals Policy”. The giving of lawful customer discounts and allowances in the ordinary course of business are not prohibited, provided that such discounts and allowances are properly approved, documented and accounted for.

• Commissions, fees or similar payments which are not reasonably related in value to the services rendered, or commissions, fees or similar payments made in exchange for services rendered which are illegal or in any manner violate this policy.

• Direct or indirect contributions of money, property or resources to the campaign of a candidate for office in the Federal Government or in any U.S. political party, other than as permitted by law.

• Use of assets, funds or resources of Farrow by employees or members of their family, which is personal, or not in furtherance of the business of Farrow.

6.0 Records:

6.1 Forms: F211 Anti-Bribery and Corruption Policy Acknowledgement

6.2 Appendices: APX372 Intermediary Risk Assessment Form

6.3 Retention: Records are maintained for 6 years plus the current year per the Record Master List.

6.4 Uncontrolled Policy: Once this procedure is printed it will become an uncontrolled document.