Anti-Bribery & Anti-Corruption Policy

Prodia Systems Ltd ("Prodia") operates a zero-tolerance position towards bribery and corruption. This policy is adopted under the Criminal Justice (Corruption Offences) Act 2018 (Ireland) and, to the extent Prodia or its personnel are within scope, the United Kingdom Bribery Act 2010 and the United States Foreign Corrupt Practices Act 1977.

1. Prohibited conduct

• Offering, promising, giving, requesting, agreeing to receive or accepting any financial or other advantage to induce or reward the improper performance of a function or activity.
• Active or passive corruption involving Irish or foreign public officials, intermediaries, agents, or commercial counterparties.
• Facilitation payments of any amount, regardless of local custom.
• Kickbacks, secret commissions, undisclosed rebates, or off-book payments.
• Use of intermediaries, agents, or partners to do indirectly what Prodia may not do directly.

2. Books, records and internal controls

• All payments and receipts must be accurately and fairly recorded in the books of account in reasonable detail.
• No undisclosed or unrecorded accounts, funds or assets may be established or maintained.
• Segregation of duties, dual authorisation for material payments, and periodic review by the board's audit function.

3. Gifts, hospitality and charitable contributions

• Gifts and hospitality must comply with the Conflict of Interest Policy and must never be offered or accepted with intent to influence improperly.
• Charitable contributions and sponsorships must be approved in writing, made to bona fide entities, and never used as a conduit for improper benefit.
• Political contributions on behalf of Prodia are prohibited.

4. Third-party due diligence

Agents, distributors, resellers, and consultants acting on behalf of Prodia are subject to risk-based due diligence prior to engagement, contractual anti-bribery undertakings, audit rights, and termination rights for breach.

5. Reporting and consequences

Concerns must be raised under the Whistleblower Policy. Breach of this policy is gross misconduct, grounds for dismissal or contract termination, and may be reported to the Garda Síochána or other competent authority. Personal criminal liability may attach to individuals concerned.