Section I. General Policy

1.     Context and Purpose

Fameline Holding Group Ltd. together with its subsidiary and affiliate company MIE Group Limited has a moral and ethical responsibility to act with integrity in conducting its business. This duty is owed to the communities in which we operate, and it must be taken seriously. Bribery and corruption hinder economic growth by confounding market principles, and the victims are individuals and businesses that rely on sustainable growth for their physical and social well-being. For this reason, the Company will not countenance bribery or corruption in any form.

In addition to our ethical responsibilities, the Company is subject to laws in all the jurisdictions that we operate that prohibit bribery and corruption and that require that we take certain steps to prevent bribery within the Company itself, and by our business partners. The consequences of any violation of these laws can be severe, including unlimited fines for the Company and imprisonment of the individuals involved and their managers. Moreover, failures to follow applicable laws can result in irreparable damage to the Company’s reputation and a loss of business.

The Company is determined to meet its ethical obligations and to abide by both the spirit and letter of applicable laws wherever it operates. To that end, this Anti-Bribery and Anti-Corruption Policy (the “Policy”) has been implemented.

The Company, through its Head of Compliance, is required to follow the procedures as laid out in this Policy.

2.     Policy

The Company has 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, wherever it operates, by implementing and enforcing effective systems to counter corruption and bribery. As such the Company requires all employees, at all times, to act with honesty and integrity and to safeguard the resources of the business in accordance with this Policy.

The Policy includes four individual sections on:

1. Gifts and Entertainment;
2. Political and Charitable Donations;
3. Facilitations Payments; and
4. Conflicts of Interest; all which form part of the Policy for these purposes

3.     Responsibility of the Management

The Management has full authority to implement this Policy within its sphere of responsibility. The measures taken by the Management include:

1. Devising, implementing and maintaining systems and controls designed to prevent, minimize and detect instances related to bribery and corruption.  
2. Ensuring that the employees are aware of the Company’s policy and procedures; and
3. Ensuring that employees participate in and comply with the Company’s anti-bribery, anti-corruption training.

4.     Scope

The Policy applies to:

1. All directors, managers, officers, employees and any other person whose work is supervised by the Company as though that person were the Company’s employee (each an “Employ” and/or all of them together, the “Employees”);
2. All of the Company’s operations, including all its legal entities, and to the Company’s joint ventures over which it is able to exercise control over policies and procedures; and
3. Any other person or entity to the extent that they act on behalf of the Company in any way, including existing or prospective charterers, clients, consultants, contractors, suppliers or other goods/services providers, agents or intermediaries (each a “Third Party” and/or all of them together, the “Third Parties”).

The Head of Compliance should assess the type of risks involved in the operation of the Company, review and test the Company’s systems and controls, ensure that the Company’s controls are being complied with and that the Company’s systems continue to operate effectively, and update the Policy to ensure it is effective and the Company is compliant.

5.     Meaning of “Bribe”

The Company operate in many jurisdictions, all of which have bribery and anti-corruption laws. There are differences in approach and therefore the Policy is written with the highest and most onerous requirements in mind. In the Company’s view the UK Bribery Act 2010 is the most stringent and we have written the Policy with that Act, and the standards it imposes, in mind.

The Bribery Act 2010 came into force in the UK in July 2011 and consolidates the law, creating four criminal offences:

• Offering, promising or giving a bribe (active bribery);
• Requesting, agreeing to receive or accepting a bribe (passive bribery);
• Bribing foreign public officials (including facilitation/grease type payments); and
• Corporate offence of failing to prevent bribery

A bribe includes payments, offers or promises to pay, give or provide anything of value, directly or indirectly, to obtain an improper personal or business advantage and includes small facilitation type payments. The Company prohibits both, the payment, offer and authorization of a bribe as well as the receipt or acceptance of a bribe.

“Anything of value” should be interpreted broadly to include anything (whether monetary or non-monetary) that provides a benefit to the recipient and there is no lower limit. By way of example, a bribe may include a gift, secret commissions or kickbacks, inappropriate or disproportionate remuneration, political contributions, excessive travel and entertainment, offers of employment, or any form of preferential treatment. Please note that this list of examples is not exhaustive.

6.     Responsibility of the Employees

The Employees and those acting on the Company’s behalf must not:

1. Offer or make any payments that are not for bona fide services or goods;
2. Offer or make any payments that are not properly authorized by the Management;
3. Attempt to induce a public official to do anything by offering or giving anything of value to her/him personally or to a family member, friend or business associate;
4. Attempt to influence the business decisions or any person by offering or giving anything of value to her/him personally or to a family member, friend or business associate;
5. Accept or request anything of value for their personal benefit or the benefit of  family member, friend or business associate in exchange for giving preferential treatment to a business partner;
6. Record any payment or other disbursements in the Company’s books or records inaccurately or with insufficient detail;
7. Fail to record gifts or entertainment accurately and with sufficient detail, obtaining approval where required;
8. Participate, encourage or otherwise facilitate any of the above actions by anyone other than themselves; or
9. Fail to report any suspicion that any of the above actions have taken place

7.     Reporting

Where an Employee becomes aware of, or suspects, that bribery has taken place, the following procedures apply:

1. The information shall be reported in the first instance to the Head of Compliance;
2. The Head of Compliance will make a written record of the report and give a written acknowledgement to the Employee concerned;
3. The Head of Compliance; will assess the report and, where appropriate, initiate an internal investigation of strength of the allegation;
4. On the conclusion of the internal investigation, where appropriate, the Head of Compliance, will make a report to the relevant official authority; and
5. The Head of Compliance; will retain the records and documents for six years – or until clearance is received from the relevant agencies.

Every effort will be made to grant anonymity if it is requested, although Employees should be aware that anonymity may be difficult or even impossible to preserve in a small company and if, as a result of investigations, the police are informed or disciplinary action against the wrongdoer is taken. All reports made to the Head of Compliance will be treated in confidence and be fully investigated.

8.     Non-compliance

The Company does not condone and will not tolerate bribery or corruption in any form, even if the Employee believes he or she is taking such action for the good of the Company the consequences of non-compliance with the Policy could be severe for the individual involved and the Company as a whole. Bribery and corruption will be considered as acts of gross misconduct and any Employee who breaches the Policy will face disciplinary action, which could result in immediate dismissal for gross misconduct. The Company reserves its right to terminate its contractual relationship with other Third Parties if they or the Company are found to have been in breach of the Policy.

9.     Communications, Monitoring & Review

The Policy and relevant guidance will be communicated to all Employees on a regular basis and training will be provided to support this Policy and compliance. Each Employee must acknowledge receipt of the Policy and declare by his/her signature his/her understanding and acceptance of the contents herein. Where it is appropriate to do so, Employees will receive regular updates on the Policy. The Policy will be available at Company’s website to be accessible to Third Party.

10.  Contacts

If you have any questions regarding this Policy, please contact:

• Demetris Hadjigeorgiou; appointed “Head of Compliance”
• Ghiwa-Stephanie Mogharbel; appointed “Deputy for Compliance”

II. Gifts and Entertainment

11.  Purpose

The Company must act with integrity and transparency in all of its business to avoid even the appearance of it being seeking to obtain any improper advantage through over-lavishes hospitality. Such hospitality may be considered unlawful under the UK Bribery Act 2010 and other laws if it is excessive and/or it is made at an inappropriate time, for example in the middle of contract negotiations. The Company does not therefore permit the giving or receiving of gifts, benefits or entertainment that are not reasonably justifiable in all the circumstances and/or not authorized by the Management.

The Policy sets out the Company’s rule on the offering and receiving of gifts, benefits and entertainment. It seeks to ensure that any conflict of interest or the appearance of such, between the self-interest of an Employee and his/her responsibilities to the Company or its clients is avoided or, at the very least, appropriately managed. All client entertaining expenses will, therefore, be declared and closely monitored by the Company.

All Employees of the Company must act in accordance with the terms of the Policy when considering whether to offer or receive gifts, benefits or entertainment. If there is any doubt in relation to it the Head of Compliance must be contacted.

12.  Gifts, Benefits and Entertainment

• General
  1. All Employees must not accept gifts, benefits or entertainment from, or offer or provide them to, a person they know through their employment with the Company except in accordance with the Policy
  2. When considering receiving gifts, benefits or entertainment from a Third Party, the Employees must never use their position within the Company for personal or private gain whether of monetary nature or otherwise, such as holidays, meals, flights /travel and other benefits, for themselves, their families or other persons.
  3. No gifts, benefits or entertainment may be offered to Third Parties in circumstances where it:
     1. Is inappropriate in light of the underlying business relationship and in particular where the Company is tendering, negotiating, drafting or about to enter into any contact or agreement with any Third Party;
     2. Is so frequent, excessive in value or of such a nature that it might give rise to a perception of impropriety;
     3. Might cause embarrassment to the Company and/or bring its reputation into disrepute;
     4. Might cause the recipient to improperly perform his/her duties;
     5. Might be construed as seeking to gain any improper business advantage, as representing an inducement for investment or other business, or as a bribe;
     6. Might improperly influence the recipients’ judgment and/or potentially impact or alter the provision or receipt of a service; or
     7. Violate any applicable laws or regulations

• Gifts
  The giving or receiving of cash gifts of any amount is strictly prohibited. In addition, the Employees must not solicit or receive gifts or anything of value (whether monetary or non-monetary) for their own benefit in return for a relevant function or activity being improperly performed, either by them or others.
• Gifts to Public Officials
  A Public Official is anyone working in a legislative, administrative or judicial position or working for or on behalf of a government-owned or controlled entity.
  Gifts to Public Officials are not permitted save in exceptional circumstances where authorized specifically by senior management. In cases of doubt, guidance should be sought from the Head of Compliance before offering such a gift.
• Gifts that are acceptable
  1. Promotional items- items of nominal value (such as stationery, pens, calendars or diaries) may be offered provided they clearly display the name and logo of the Company.
  2. Low value gifts of a purely personal nature offered to business acquaintances of the Company to mark occasions such as a wedding, birth of a child or retirement may be offered provided there is no expectation that a relevant function or activity will be performed improperly, or that business will be obtained or retained, as a result of the gift, or where the giving of the gift could lead to an assumption or inference that the intention was to obtain a business advantage. Such gifts should be notified to the Head of Compliance prior to being given.
  3. Seasonal or traditional gifts offered on behalf of the Company may be given to mark local festivals if it is local business practice to exchange such gifts and the gifts are not excessive. Such gifts should be notified to the Head of Compliance prior to being given.

Please not, however, that repeat gifts of this nature are not to be encouraged, particularly when, if taken together over the course of a year, their value exceeds Euro 500.

• Entertainment
  Client entertaining may amount to bribery, which is a criminal offence, where the person offering the hospitality intends to influence the recipient to act improperly. This is most likely to be the case where the hospitality is excessive or unreasonable. All client entertaining expenses will, therefore, be declared and closely monitored by the Company.
  
  The following general guidelines apply:
  1. Entertainment offered to or accepted from Third Parties should not be so frequent or excessive as to raise any question of impropriety and must always be consistent with the underlying relationship with the Third Party.
  2. Entertainment, whether given or received, requires approval from the Head of Compliance, where its cost is above Euro 500 per person.
  3. Normal business courtesies such as paying for a meal are acceptable provided they are proportionate and cannot reasonably be regarded as giving rise to a conflict of interest. For example, paying for a meal to mark the end of a business transaction would be acceptable.
  4. Attendance at a sporting, culture or other social event is acceptable although lavish entertainment should be declined. The Employees should not solicit entertainment from Third Parties.
  5. Providing accommodation or transport to Third Parties attending entertainment events, and paying for their guests or family members, must be avoided or, if unavoidable, should be discussed with the Head of Compliance beforehand and expenses shall be properly declared.

• Entertainment of Public Officials
  Offering gifts or entertainment to Public Officials should be avoided whenever possible. If it is being considered, please speak to the Head of Compliance in advance.

13.  Non-Compliance

Breaches of the Policy are a serious matter and may render Employees liable to disciplinary action, up to and including termination of employment.

In many jurisdictions, such breaches might also render an employee liable to prosecution by a law enforcement or regulatory body which might impose significant penalties for the giving or receiving of payments or gifts, benefits or entertainment which are deemed to be improper inducements for investment or other business. Where a clear breach of the law and the Policy has taken place the Company will be obliged to co-operate with the appropriate law enforcement authorities.

In the case of Third Parties or other business partners to whom the Policy also applies, the Company will not hesitate to terminate its relationship with a Third Party or other business partner found to have breached the Policy.

14.  Review of Gifts and Entertainment

Details of all gifts, benefits or entertainment given or received over Euro 500, including any rejected gifts, should be maintained in a register. As such, all Employees are requested to report such details to the Head of Compliance who will in turn maintain a log in this respect listing such details.

The Head of Compliance will periodically review (at lease annually) the frequency of gifts and entertainment being received and given and where appropriate seek the advice of the Company’s legal advisers where the cumulative monetary value of gifts and entertainment given or received by any individual appears excessive or inappropriate.

III. Political and Charitable Donations

15.  Purpose

This section governs political and charitable donations made by the Company and any Employee acting in a business capacity for and on behalf of the Company.

16.  Political Donations

The Company and the Employees are not permitted, under any circumstances, to make political donations on behalf of the Company.

If you become aware or have reason to suspect that an Employee may have made may intend to make a political donation on behalf of the Company, this must be reported to the Head of Compliance, Employees must not use their position within the Company to coerce or pressure other Employees to make contribution to or support or oppose any political party.

Notwithstanding the above prohibition, Employees remain entitled to participate in the political process in their individual capacity and not as representative of the Company. Any decision to do so is entirely personal and voluntary and is a private matter. In so doing, when engaged in political activities, Employees are expected to do it as private individuals, and at all times must make it clear that their views and actions are their own, and not those of the Company.

17.  Charitable Donations

It is the general policy of the Company that charitable donations made on behalf of the Company should be made exclusively to charities approved by local authorities, which shall remain recorded at the Company’s files for future reference. In accordance with the Policy, charities with political connections should be avoided at all times.

The Company shall have a yearly approved budget for donations to be distributed only amongst charitable entities which when approaching the Company have the appropriate certification and approval by local authorities. Company’s management will be responsible to deliberate about the grant of the donation and the value to be disbursed. All receipts are to be handed to the accounting department which shall keep records of such expenses.

Charitable donations may not be made on behalf of the Company without express approval of the management.

The Head of Compliance is responsible for keeping track of the budget allocated to charitable donations and should keep a record of all charitable entities which approached the Company as well as the effective donations made to each of them. The Head of Compliance should periodically review this record.

IV. Conflict of Interests

18.  Purpose

The Company is committed to ensuring that the same, the Employees and Third Parties act properly and in the interests of the Company. This means managing any actual or potential conflicts of interest whilst recognizing the fact that the Employees have interests and affiliations beyond their work for the Company. The Policy sets out the Company’s requirements in respect of potential conflicts of interest and supplements and is in addition to the duly of confidentiality in relation to Company business that all Employees must abide by.

19.  Definitions

For the purposes of the Policy:

• “Close Relative” – a spouse, partner, parent, step-parent, child, step-child, sibling, step-sibling, nephew, niece, aunt, uncle, grandparent, grandchild, in-law, close friend or anyone else with whom an Employee has a close personal relationship.
• “Public Official” – any office holder, employee or other official of a Government Entity, political party or any candidate for public office.
• “Government Entities” – any agency, bureau, commission or other instrumentality owned or controlled by a national, provincial or local government of public international body, including commercial enterprises owned by such bodies.

20.  What is a conflict of interest?

A conflict of interest may arise when an Employee or one of their Close Relatives has, or takes on, an affiliation or outside interest which could be perceived negatively to impact on the Company’s interest.

Examples of potential conflicts of interest include:

1. Engaging with a Third Party where Close Relatives are employed by the Third Party in relevant business areas;
2. Appointing a Third Party where you or a Close Relative has a financial interest in that Third Party;
3. Hiring a Close Relative for a position within the Company;
4. Investing in or otherwise providing a benefit to a competitor of the Company; and
5. Investing in a current or prospective Third Party to the Company.

21.  What should the Employees do if they may have a conflict of Interest?

Any outside relationship or affiliation that could be perceived to pose a conflict of interest must be submitted in writing to the Head of Compliance. All outside jobs must be declared.

Employees must also disclose in writing to the Head of Compliance, if they or one of their Close Relatives is a Public Official.

The Head of Compliance will evaluate the potential conflict of interest and decide how best to manage it, taking into consideration the particularities of leaving and doing business on a closed environment as Cyprus.

22.  Does it matter if an Employee’s Close Relative works for the Company, a Third Party or a competitor of the Company?

Jobs and affiliations of Close Relatives can create or appear to create a conflict of interest, but our country and moreover the local job market is very small and we must take into consideration, only in exceptional cases where it could create a direct conflict if one of an Employee’s Close Relatives works for the Company, a Third Party or a competitor of the Company, the said Employee must declare this in writing to the Head of Compliance.

23.  What should the Employees do if another Employee notifies them of a potential conflict of interest?

All potential conflicts of interest should be evaluated on their merits and their potential impact on the Company’s business. Many outside affiliations will be permissible (e.g. serving as a Trustee to a bona fide charity or a pension trustee) whilst others could have a negative impact on the Company’s business (e.g. an Employee (or one of his/her Close Relatives) also working for a Third Party or a competitor of the Company). In some instances it may be possible to manage the potential conflict (e.g. by removing the relevant Employee from discussions or decisions involving the related Third Party). It is the Employee’s responsibility to ensure that the work of their reported is not prejudiced or perceived to be prejudiced by their outside affiliations. Guidance on managing conflicts of interest can be obtained from the Head of Compliance.

24.  Non-compliance

Failure to comply with the Policy is a serious disciplinary offence which can lead to termination of employment or business relations.

Complaints about non-compliant behavior can be made to the most accessible Head of Department/Manager/ Director, or, if there is reason to believe that this will be ineffective, to the Head of Compliance. All complaints will be taken seriously and investigated where appropriate. There must be no retaliation for good faith reporting of violation or participating in the Company’s investigation of a complaint.

25.  Declaration (to be completed annually as part of the Company’s Personnel Development Meeting process AND/OR on becoming aware of a potential new conflict of interest/ appointment as a Government official) to be sent to the Head of Compliance

I certify that I have read and understood the above conflicts of interest section of the Policy and declare that neither I nor any of my Close Relatives have a conflict of interest. Neither I nor any of my Close Relatives are Public Officials. (Name and Date); OR

I have notified the Head of Compliance in writing of a potential conflict of interest and attach the notification and their response. (Name and Date)

V. Declaration Section

26.  To be completed upon commencement of employment by the Company and/or annually as part of the Company’s Personnel Development Meeting Process:

I confirm that I have read and understood the present “Anti-Bribery and Anti-Corruption Policy”.
(Name of Employee) and (Date of Acknowledgement).

Limassol, August 2020

1.     Guiding Laws and Regulations

Fameline Holding Group Ltd. together with its subsidiary and affiliate company MIE Group Limited believes that in order to protect its reputation, customers and staff, as well as to meet its legal and regulatory obligations, it is of upmost importance to minimize the risk of being used to facilitate money laundering. For this reason the present Policy was elaborated and for the purposes set forth herein “money laundering” also includes “terrorist financing”. This Policy observes the guidelines offered by the, UK Anti-Laundering Regulation/2007, the Recommendations of the Financial Action Task Force on Money Laundering/1996-2003 (FATF-OECD), the European Directive 5th Anti‑Money Laundering Directive which amendments stemmed from the European Commission’s 2016 Action Plan to tackle the use of the financial system for the funding of criminal activities, terrorist financing and the large‑scale obfuscation of funds,  as well as the local Law of the Republic of Cyprus in the Prevention and Suppression of Money Laundering Activities Law 188(1)/2007 and the Law 110(1)/2010 on the Suppression of Terrorism and any future enacted legislation on the matter, regardless the subsequent revision date of this Policy.

2.     Objective

The Company’s policy on the prevention of money laundering applies to all countries where the Company operates and to all business activities within those countries. It is clear statement to our staff and regulators regarding the Company’s position on this critical issue.

3.     Risk Assessment

Despite the “low risk” business classification, encountered in the comprehensive internal audit which the Company has undergone to establish the risk areas and its real potential, the Company decided to execute in writing this Policy to clarify our views and “Control Systems” implemented to mitigate the risk of the occurrence of criminal offenses, and in the unlikely event of that happening, the policy intents to offer sufficient guidance to tackle the problem on an immediate and effective manner.

4.     Commitment and Control System

As an organization committed to the prevention of money laundering, we will:

1. Establish clear lines of internal accountability, responsibility and reporting. All business areas must ensure that appropriate internal controls are in place and operating effectively, with regular reporting to Mrs. Stephanie Mogharbel, the “Control Officer”, duly appointed by the Board of Directors.
2. Document, implement and maintain procedures and controls which interpret the Group Policy and Group Standards compatible with the line of business, in the context of local law and regulations.
3. Due to the nature of our business we shall proceed with any financial transactions as, but not limited to, paying or receiving payments only by means of an internationally recognized sound and reputable banking institution. NO CASH PAYMENTS shall be carried out on our commercial transactions unless in exceptional cases with the express approval of the management and with the production and retention of supporting documents which can adequately elucidate the characteristic of such transactions.
   Despite the characteristic of a “low risk” business, the Company shall make mandatory to apply customer identification procedures and customer due diligence measures in the event that such exceptional transactions amount to EURO 15,000 or more, whether the transaction is carried out in a single operation or in several operations which appear to be linked as described in the CY LAW 188(1)/2007 article 60(b).
4. To know our customers and suppliers is of upmost importance to establish a safe business environment. The Company through its local managers shall take all reasonable steps to verify the identity of our customers and suppliers and where appropriate, their respective beneficial owners (e.g. those owning corporate entities or controlling trusts). We will obtain additional “Know Your Customer” (KYC) information according to a risk based approach.
5. Establish procedures to retain adequate records of identification, and transactions for a minimum of five years, period also applicable for records relating to staff training, internal compliance monitoring, and suspicious activity reporting.
6. Monitor customer/supplier activity to keep our records up to date and to report any activity that may involve or presuppose money laundering. This includes using any sort of attained information, documented or not.
7. Suspend any transaction where reasonable grounds exist to suspect that the operation relates to the proceeds of crime or is to be used for an illegal activity such as terrorism.
8. Make prompt reports of suspicious activity through the appropriate internal channels and where required, to the relevant regulatory and law enforcement authorities.
9. Raise awareness on money laundering prevention and train our staff how to recognize and report suspicious activity without putting their selves in risk and/or jeopardizing an eventual further investigation by the relevant authorities.

5.     Reporting the Suspicious Activities

In principle any doubt regarding a specific situation must be immediately reported to the local manager, who shall bring the issue to the Control Officer, but if/ when necessary the report can also be addressed directly to the Control Officer then in charge, who shall carefully assess the situation and collect further information if/when possible to then contact the relevant regulatory and law enforcement authorities if required. Our Company is committed to and shall co-operate with any lawful request for information made by government or law enforcement agencies during their investigations into money laundering.

Declaration

For avoidance of any doubt in regard to the above-mentioned procedures,
I confirm that I have read and understood the present “Anti-Money Laundering Policy”.

Name:              /           Date:

Limassol, August 2020

1.     Sanctions Policy Summary

To guarantee a sound commercial practice to Fameline Holding Group Ltd. together with its subsidiary and affiliate company MIE Group Limited, we must comply with laws of various governments and requirements of supra-national organizations, such as the United Nations and Europeans Union. The policy provides our employees, contractors and customers with guidance about the meaning of economic and trade sanctions and how to comply with them. It also outlines the key roles and responsibilities in relation to sanctions. In the jurisdiction where the Company normally carry on its operations, it is mandatory to give effect to United Nations Security Council (UNSC) sanctions, in addition to the compliance with the autonomous sanctions, such as the United States Department of Defense and Trade Control (DDTC), and the European Union- Union’s Common Foreign and Security Policy (CFSP).

2.     What Are Sanctions?

Sanctions are tools used by governments, international organizations (such as the United Nations) and supranational bodies (such as the European Union) to: limit the adverse consequences of a situation of international concern (for example, by denying access to military or paramilitary goods, or to goods, technologies or funding that are enabling the pursuit of programs such as the proliferation of weapons of mass destruction);

Sanctions seek to influence those responsible for giving rise to a situation of international concern to modify their behavior (by motivating them to adopt different policies); and to penalize those responsible (for example, by denying access to international travel or to the international financial system). By Principle sanctions are intended to deter a range of activities, which may include providing safe sanctuary for international criminals (such as terrorists), nuclear development and abuses of fundamental human rights.

Sanctions regimes may be subject to frequent and sometimes sudden change. They can also be imposed at any time by any country, international organization or supranational body, and in general the effect is immediate.

3.     Policy Application and Effects

The implementation of this policy is supported by a set of procedures which all executives, employees and contractors are to be aware of and receive training appropriate on the relevant issue. Breaches of this policy may lead to disciplinary action, including dismissal, as well as criminal, civil or regulatory consequences if/when applicable.

4.     Key Obligations of the Company

Under this policy the Company aims to:

1. Implement a risk-based preventive approach, using practices that identify, manage and mitigate sanctions risk in all jurisdictions of Company’s operations.
2. Not enter or remain involved in transactions that have any connection with countries and regions which are or come to be included in the sanctions of UNSC, DDTC and/or CFSP, while international sanctions are applicable to such countries.
3. Not enter, or remain involved in, a transaction that directly or indirectly involves a sanctioned party or product.
4. Conduct customer identification and verification activities in proportion to the sanctions risk posed by that customer or product.
5. Monitor targeted customers with suspicious activity, and report such activity when it suspects this customer may be acting illegally.
6. File all reports it deems appropriate with the relevant authorities of the jurisdictions.
7. Ensure that third parties acting for the Company comply with this policy.
8. Retain all records that may be relevant to this policy for a minimum of 5 years.

5.     Role of Compliance Officer

To provide leadership, guidance, advice and give direction to promote compliance with the implementation and observance of the present policy, as well as;

To ensure effective reporting, escalation and resolution of sanctions “compliance issues”, via its local managers under the guidance of the Head of Compliance, person whom shall be responsible to collect and process all reports received from the Company’s personnel.

The Head of Compliance shall be Mr. Demetris Hadjigeorgiou as duly appointed by the Board of Directors.

Declaration

For avoidance of any doubt in regard to the above mentioned procedures,
I confirm that I have read and understood the present “Economic and Trade Sanctions Policy”

Name:

Date:

Limassol, August 2020

1.     Introduction

Fameline Holding Group Ltd. together with its subsidiary and affiliate company MIE Group Limited is committed to the highest standards of openness, probity and accountability.

An important aspect of accountability and transparency is a mechanism to enable staff and other members of the Company to voice concerns in a responsible and effective manner. It is a fundamental term of every contract of employment that an employee will faithfully serve his or her employer and not disclose confidential information about the employer’s affairs. Nevertheless, where an individual discovers information should be disclosed internally without fear of reprisal, and there should be arrangements to enable this to be done independently of line management, although in relatively minor offences the line manager would be the appropriate person to be contacted.

Considering that whistleblowing is an important component of the corporate governance, the Company has endorsed the provisions set out below so as to ensure that no members of staff should feel at a disadvantage or penalized in raising legitimate concerns.

The present Policy shall be subject to periodic review and may be amended from time to time.

2.     Scope of Policy

This policy, having as its guidelines the UK Public Interest Disclosure Act (1998) is designed to enable employees of the Company to raise concerns internally and at a high level and to disclose information which the individual believes shows malpractice or impropriety. This policy is intended to cover concerns which are in the public interest and may at least initially be investigated separately but might then lead to the invocation of other procedures including disciplinary and/or third party referral if so required. These concerns could include:

• Financial malpractice or impropriety or fraud
• Failure to comply with a legal obligation
• Dangers to Health & Safety and/or the Environment
• Criminal offences
• Improper conduct or unethical behavior
• Deliberate attempts to conceal any of the above

The present Policy undertakes to safeguard:

i.      Protection

This policy is designed to offer protection to those employees of the Company who disclose such concerns provided the disclosure is made:

• In good faith
• In the reasonable belief of the individual making the disclosure that it tends to show malpractice or impropriety and if they make the disclosure to an appropriate person Investigating Officer.

ii.     Confidentiality

The Company will treat all such disclosures in a confidential and sensitive manner. The identity of the individual making the allegation may be kept confidential so long as it does not hinder or frustrate any investigation. However, the investigation process may reveal the source of the information and the individual making the disclosure may need to provide a statement as part of the evidence required.

iii.    Anonymous Allegations

This policy encourages individuals to put their name to any disclosure they make. Concerns expressed anonymously are much less credible, but they may be considered at the discretion of the Company by:

• Taking into account the seriousness of the issues reported
• The credibility of the concern
• The likelihood of confirming the allegation from trustable sources

iv.    Untrue Allegations

If an individual makes an allegation in good faith, which is not confirmed by subsequent investigation, no action will be taken against that individual. In making a disclosure the individual should exercise due care to ensure the accuracy of the information. If, however, through the internal investigation process an individual is found to have made malicious or vexatious allegations, and particularly if he or she persists with making them, disciplinary action may be taken against that individual, as well as, all legal remedies predicted, if the evidence supporting a law suit for defamation (libel, slander) is confirmed.

3.     Procedures for Making a Disclosure

On receipt of a complaint of malpractice, the member of staff who receives and takes note of the complaint, Head of Compliance must pass this information as soon as is reasonably possible, to the appropriate designated investigating officer as follows:

• Complaints of malpractice will be investigated by the appropriate General Manager unless the complaint is against the General Manager or is in any way related to the actions of the General Manager. In such cases, the complaint should be passed to the CEO for referral.
• In the case of a complaint, which is any way connected with but not against the General Manager, the CEO will nominate a Senior Manager to act as the alternative investigating officer.
• Complaints against the CEO should be passed to the Board Chairman who will nominate an appropriate investigating officer.
• The complaint has the right to bypass the line management structure and take their complaint direct to the CEO/ Board Chairman. The CEO/ Board Chairman has the right to refer the complaint back to management if he/she feels that the management without any conflict of interest can more appropriately investigate the complaint or refer to the Head of Compliance to take such action.

Should none of the above routes be suitable or acceptable to the complainant, then the complainant may approach one of the following individuals who have been designated and trained as independent points of contact under this procedure Monitoring Officer. They can advise the complainant on the implications of the legislation and the possible internal and external avenues of complaint open to them:

Ghiwa-Stephanie Mogharbel
Head of Compliance                                   

If there is evidence of criminal activity then the appointed investigating officer should inform the police. The Company will ensure that any internal investigation does not hinder a formal police investigation.

4.     Timescales

Due to the varied nature of these sorts of complaints, which may involve internal investigators, third parties as legal/auditors bodies and/or the police, it is not possible to lay down precise timescales for such investigations. The investigating officer should ensure that the investigations are undertaken as quickly as possible without affecting the quality and depth of those investigations.

The investigating officer, should as soon as practically possible, send a written acknowledgement of the concern to the complainant and thereafter report back to them in writing the outcome of the investigation and on the action that is proposed. If the investigation is a prolonged one, the investigating officer should keep the complainant informed, in writing, as to the progress of the investigation and when possible as to when it is likely to be concluded.

All responses to the complainant should be in writing and sent to their home address.

5.     Investigating Procedure

The investigating officer should follow these steps:

• Full details and clarifications of the complaint should be obtained
• The investigating officer should inform the member of staff against whom the complaint is made as soon as it is practically possible without interfering with the results of the preliminary assessment of the case. After the preliminary assessment if further investigation is required, the member of staff will be informed of his/her right to be accompanied by a trade union or other representative at any future interview or hearing held under the provision of these procedures.
• At this stage where further investigation has been decided, the investigating officer should consider the involvement of third parties as the Company auditors, legal and/or HR advisors, the Police or other appropriated external body, after consulting with the CEO/ Board Chairman.
• The allegations should be fully investigated by the investigating officer with the assistance where appropriate, of other internal and/or external individual/ bodies.
• A judgment concerning the complaint and validity of the complaint will be made by the investigating officer. This judgment will be detailed in a written report containing the findings of the investigations and reasons for the judgment. The report will be passed to the CEO/ Board Chairman as appropriate.
• The CEO/ Board Chairman will decide what action to take. If the complaint is shown to be justified, then they will invoke the disciplinary or other appropriate procedures.
• The complainant should be kept informed of the progress of the investigations and, if appropriate, of the final outcome, subject to legal or contractual constrains.
• If appropriate, a copy of the outcomes will be passed to the Company’s Q&S Auditors to enable a review of the procedures

If the complainant is not satisfied that their concern is being properly dealt with by the investigating officer, they have the right to raise it in confidence with the Monitoring Officer, or one of the designated persons described above.

If the investigation finds the allegations unsubstantiated and all internal procedures have been exhausted, but the complainant is not satisfied with the outcome of the investigation, the Company recognizes the lawful rights of employees and ex-employees to make disclosures to prescribed persons (such as the Health and Safety Executive, the Auditors of Q&S Commission) or, where justified, elsewhere, provided the Company is informed in advance of the reasons for the complainant dissatisfaction.

6.     Responsible Officer

The Head of Compliance has overall responsibility for the maintenance and operation of this policy, and shall keep records of all raised concerns and their outcome.

Declaration

For avoidance of any doubt in regard to the above mentioned procedures,
I confirm that I have read and understood the present “Whistleblowing Policy”

Name:                                                                                                  Date:

Limassol, August 2020

Fameline Holding Group Ltd. is a Cyprus based company which through its subsidiary and affiliate company, MIE Group Limited is dedicated to the provision of supplies and management services worldwide for oilfields, shipping industry, digital and satellite communication and health care. The Company activities are performed in a safe, healthy and environmentally friendly manner.

Our Commitment to Human Rights, Our Policy

Respect for human rights is an integral part of our corporate culture. We respect human rights and therefore we are committed to support the protection of these through our Human Rights Policy, of which the fundament is the Universal Declaration of Human Rights of the United Nations (UNO). All business activities are guided by the articles of UNO.

The Company is committed to raise the awareness of its employees about human rights related issues and encourage them to safeguard their protection.

The following emphasises Human Rights issues which are most relevant for the Company.

Diversity and equality

Integrity and mutual respect are important values to the Company. The Company aims to create equal opportunities for all employees regardless of personal background, race, caste, gender, national and social background, marital status, age, physical or health condition, sexual orientation, religion, political opinion, or any other personal characteristic or status.

 We believe that a working environment that is characterized by equal opportunities and inclusion is vital for sustaining the satisfaction of our employees as well as our acceptance and recognition as a responsible product and service provider. The Company will treat all individuals equal considering the responsibilities and duties of their position during their recruitment, compensation, benefits, training, promotion, rotation or termination.

Harassment

The Company will not tolerate any form (physical or verbal) of sexual harassment, intimidation and discrimination on the basis of race, caste, gender, national and social background, marital status, age, physical or health condition, sexual orientation, religion, political opinion, or any other personal characteristic or status.

Provision of good and safe working place

The Company is an employer who cares for the health, safety and well-being of its staff. Operational safety and health protection are significant in our business. We provide our employees with a safe and healthy workplace in compliance will applicable local and national laws and regulations.

Safety is the responsibility of everyone; therefore, every employee shall help in identifying, evaluating and eliminating any kind of risk to the working place.

The Company aims to achieving a positive safety culture to its employees, suppliers and contractors.

No acceptance of child and force labour

The Company does not accept any form of child labour according to the International Labour Organisation (ILO) Conventions, nor tolerates forced or involuntary labour of any kind corresponding to the ILO principles. The company shall adhere to the all national laws and regulations regarding child labour.

Data Protection

The Company is committed to protecting the rights, privacy and personal data of past, present and prospective customers.  Client’s information is collected and used fairly, stored safely and securely and only disclosed in a way that is consistent with applicable laws. (Further details at our Privacy Notice).

Supplier/subcontractor

The Company also wants its suppliers and subcontractors to uphold the standards set out in this policy wherever they are located. The Company expects that all suppliers and subcontractors adhere to local laws and regulations, to the articles of UNO and the core standards of ILO.

Implementation & Review

This policy statement is systematically reviewed and continuously improved by the top management in order to assure a suitable implementation which the Company’s management processes and procedures.

The Company ensures that this policy is communicated to all employees and provides appropriate training with regard to the impacts the business can have in order to increase their ability to protect human rights and related issues. We encourage our employees to contact the CEO to address any concerns about the effective implementation and corresponding enforcement of this policy.

References:

• Code of Business Ethics & Conduct
• Fameline Holding Group Integrated Management System for ISO 9001: 2015
• Privacy Notice

Limassol, August 2020

Fameline Holding Group Ltd, together with its subsidiary and affiliate company MIE Group Limited hereby states that when providing services and/or products to our customers, by our own companies or as agents of manufacturers engaged within our network, is committed to use  or to confirm that it is used in all confirmed orders asbestos free materials, in the terms of the applicable local laws and the EC 1907/2006 the REACH Regulation – Annex XVII session 6 and any future law or regulation implemented by relevant authorities and hereby incorporated by reference, regardless the date of revision of this Declaration.

Limassol, August 2020

1. The Code

This Code of Conduct is principally designed to communicate our business values to our employees, so that they may be a positive force within our day-to-day interactions, aiming to ensure the good performance and the effective application of the most honorable commercial practices in relation with our clients, collaborators, service providers, employees, and other persons, be that public or private which come in contact with our organization within the territory of registry, as well as worldwide, it is to be acknowledged that the reputation and integrity of Fameline Holding Group  Ltd.  together with its subsidiary and affiliate company MIE Group Limited are valuable assets that are vital to the Company’s conduct of its business. Respect and cooperation are fundamental to the success of the organization’s community.

2. Introduction

The Company is committed to providing a work environment that is free of any form of sexual, physical or non-physical harassment and to ensuring that each one of its members is treated with fairness and dignity. Accordingly, any discriminatory practice based on race, colour, sec sexual preference, age, religion, ethnic or national origin, disability or any other unlawful basis will not be tolerated.

This code of conduct applies to all directors, officers, and employees of the Company worldwide. Although this Code of Conduct does not cover every issue that may arise, it is intended to establish guidelines to which we can refer in situations where the proper course of conduct may not seem clear, offering mechanisms for employees to report unethical conduct, and foster among co-workers a culture of high principles, honesty and accountability. Dishonest or unethical conduct or conduct that is illegal will constitute a violation of this Code, regardless of whether such conduct is specifically referenced herein.

3. Implementation

The Company’s Board of Directors (the “Board”) is ultimately responsible for the implementation of the Code of Conduct. The Board designated Mr. Demetris Hadjigeorgiou as the “Compliance Officer” for the implementation and administration of the Code.

Employees should feel free to direct questions to the Compliance Officer. In addition, employees who observe, learn of, or, in good faith, suspect a violation of the Code, must immediately report the violation to the Compliance Officer, or another member of the Company’s senior management, employees who report violations or suspected violations in good faith will not be subject to retaliation of any kind.

Reported violations will be investigated and addressed promptly and will be treated confidentially to the possible extent.

All employees will receive a copy of the Code and will be asked to certify that he/she is in full compliance with the Code of Conduct and related policy statements.

A violation of the Code of Conduct may result in disciplinary action, including termination of employment and any other legal remedies which may be applicable at the time.

4. Lawful Practices

The Company and its employees worldwide must comply with every local, state, federal, national, and international laws and regulations that applies to the Company’s business and to refrain from engaging in any illegal activity or conduct of any kind. If employee is unsure whether a particular legal provision is applicable or how it should be interpreted, he/she should consult the Compliance Officer. A variety of laws apply to the Company and its operations, and some carry criminal penalties. These laws include but are not limited to banking regulations, securities laws, and state laws relating to duties owed by corporate directors and officers. Some examples of criminal violations of the law comprise: stealing, embezzling, misapplying corporate or bank funds, using threats, physical force or other unauthorized means to collect money; making a payment for an expressed purpose on the Company’s behalf to an individual who intends to use it for a different purpose; or making payments, whether corporate or personal, of cash or other items of value that are intended to influence the judgment or actions of political candidates, government officials or businesses in connection with any of the Company’s activities as described in the Company’s “Anti-Bribery and Corruption Policy” which shall be used as a guideline to the relevant principles and procedures.

The Company will report all suspected criminal violations to the appropriate authorities for possible prosecution, and will investigate, address and report, as appropriate, non-criminal violations.

The Company’s Records must be accurate at all times and circumstances. The books, records, files and statements of the Company must faithfully reflect the entirety of the Company’s assets and liabilities, as well as of its operations, transactions and any other items related to its business, without omission or concealment of any kind, in accordance with applicable standards and regulations. Employees have a duty to report to their supervisor any suspected false or misleading statements, documents or records made by any employees or directors in the Company. All such reports will be directed to the Compliance Officer and will be treated in confidence.

Ignorance of the law is generally not considered a valid defense when an infraction is committed, regardless of the jurisdiction where the Company is operating.

5. Gifts and Inducements

This subject shall be primarily governed by Section II of Company’s “Anti-Bribery and Corruption Policy” but in general lines, the Relationships should be conducted ethically and within the law. Unlawful or unethical payments should be neither made nor received, directly or indirectly regardless of the amount and gifts should not be given or accepted if they could influence a decision or be considered extravagant. Similarly, entertainment should not be extended or received if it could be seen as extravagant or unduly frequent and all spending on gifts should be properly authorized and recorded. No employee or any member of his or her immediate family should accept gifts, entertainment, trips, discounts, loans, commissions or other favours from outside companies or individuals doing or seeking business with the Company. If in doubt whether the gift or entertainment is appropriate, the matter should be raised with management and/or Compliance Officer. In general, gifts of material value either offered or received should be declared to the Company. The Company will not work with companies who offer or request excessive or improper inducements.

6. Conflict of Interest

Employees have an obligation to inform their supervisor of any business or financial interests that could be seen as conflicting or possibly conflicting with the performance of the Company duties. If the supervisor considers that such a conflict of interest exists or could exist, he/she is to take the steps that are warranted in the circumstances. Any behavior that deviates from this Code should be reported immediately to the Compliance Officer.

Generally speaking, a conflict may occur where an employee or a family member receives a gift, a unique advantage, or an improper personal benefit as a result of the employee’s position at the Company. Employees must keep the foregoing general principle in mind in evaluating both their own conduct and that of others and employees must feel free to ask to the “Compliance Officer” in case it is in doubt in relation with the aforementioned events or any other event where the conflict of interests could be identified. Conflict of Interests may also occur in cases as: (i) Outside Activities & Employment: Any outside activity, should not significantly encroach on the time and attention employees devote to their corporate duties, should not adversely affect the quality or quantity of their work, and should not make use of corporate equipment, facilities, or supplies, or imply (without the Company’s approval) the Company’s sponsorship or support. Employees are prohibited from taking part in any outside employment without the Company’s prior approval. (ii) Civic and Political Activities & Employment: Employees are encouraged to participate in civic, charitable or political activities so long as such participation does not encroach on the time and attention they are expected to devote to their Company-related duties. Such activities are to be conducted in a manner that does not involve the Company or its assets or facilities, and does not create an appearance of Company involvement or endorsement. (iii) Loans to Employees: The Company will not make loans or extend credit guarantees to or for the personal benefit of public officers, except as permitted by law. Loans or guarantees may be extended to employees only with Company approval. Other provisions on this matter shall be found at the Section IV of the Company’s “Anti-Bribery and Corruption Policy” document which shall prevail in case of conflict with the present clause.

7. Fair Commercial Practices

The Company’s prosperity is founded on customer satisfaction and on broad commercial trust. The Company expects its employees and members to preserve the quality of our customer relations by maintaining business relationships that are based on integrity, fairness and mutual respect. Only clear, concrete, pertinent and honest information is to be given to customers, suppliers, and collaborators in general. We must be careful to avoid making any statement to a customer or a collaborator that could be misinterpreted. No employee may take unfair advantage of anyone through manipulation, misrepresentation, inappropriate threats, fraud, abuse of confidential information, or other related conduct.

8. Environmental Protection and Energy Conservation Policy

Those general rules are to be observed by all parts involved in the Company’s operations and activities. (i) Comply with all Environmental Protection rules and requirements. (ii) Reduce the consumption of electricity by switching off unnecessary lights, equipment and machinery. (iii) Reduce the consumption of paper by double side printing, electronic archiving and reducing photocopying. (iv) Reduce the consumption of water by maximizing its use (v) Reduce the waste production by proper segregation and disposal of office wastes.

9. Responsible Use of Company’s Assets

Employees must not misuse property or abuse facilities belonging to the Company. Assets, such as information, materials, supplies, time, intellectual property, facilities, software, and other assets owned or leased by the Company, or that are otherwise in the Company’s possession, may be used only for legitimate business purposes. The personal use of Company assets, without Company approval, is prohibited.

10. Confidential Information

Employees should observe the confidentiality of information that they acquire by virtue of their positions at the Company, including information concerning customers, suppliers, competitors and other employees, as well as, to strictly observe the personal right to privacy of individuals by any means of communication, except where disclosure is approved by the Company or otherwise legally mandated.

All financial information, are to be considered strictly confidential, except where its disclosure is approved by the Company, or when it has been publicly available in a periodic or special report for at least two business days. All officers and/or employees who participate in the preparation of any part of the Company’s financial statements must act with honesty and integrity, avoiding violations of the Code, including actual or apparent conflicts of interest with the Company in personal and professional relationships.

11. Mandatory Conduct

The present Code, the Company “Anti-Bribery and Corruption Policy” as well as all other future applicable Policies on business conduct and corporate practices must be complied with at all times by those employed by or acting for the Company. Our dealings and relationships should always be such that our domestic, as well as international reputation would not incur damage. Therefore there is a moral responsibility to officers, employees and the Company to bring to management and/or Compliance Officer’s attention any matter which may cause concern.

The present Code may be revised from time to time according to the needs and questions which may arise in the due course of the Company business conduction.

Declaration

I confirm that I have read and understood the contents of the present “Code of Business, Ethics & Conduct”.

Name:              /           Date

Limassol, August 2020