Noda is dedicated to preventing bribery and corruption and adopts a zero-tolerance stance towards any actions that may contravene pertinent anti-bribery and corruption laws, both in the UK and internationally. This commitment encompasses adherence to legislation such as the UK Bribery Act 2010 and relevant laws in other jurisdictions where we conduct business operations.

The Anti-Bribery and Corruption Statement (‘ABC Statement’) delineates comprehensive guidelines on preventing bribery and reporting concerns and suspicious activities.

Definitions

Associated person — employees, suppliers, agents, individuals, or organisations performing services on behalf of Noda.

Bribery — the offering, promising, giving, accepting, or soliciting of a financial or other advantage as an inducement for an action which is improper, illegal or a breach of trust.

Bribe — a financial or other advantage which is an inducement for an action which is improper, illegal or a breach of trust.

Anti-Bribery & Corruption Principles

1. Noda is dedicated to conducting its operations responsibly, regardless of location or the parties involved. We prioritize ethical and transparent practices, consistently acting with integrity in all circumstances.

2. Noda maintains a strict zero-tolerance policy toward bribery and corruption. We unequivocally refrain from offering, promising, paying, soliciting, or accepting bribes – whether directly or through a third party – as a means to acquire new business, retain current business, or gain any form of business advantage.

3. We mandate that all employees and Associated persons fully comply with all relevant anti-bribery legislation, including the UK Bribery Act 2010 (Bribery Act), as well as adhere to professional regulations pertinent to our operations.

4. Under the law, bribery and corrupt behaviour can be committed by various parties associated with Noda, including employees, appointed representatives, directors, individuals acting on behalf of Noda, and any individuals or organizations authorized to act on their behalf.

5. Noda strictly prohibits the offering, giving, solicitation, or acceptance of any form of Bribe, whether in the form of cash or otherwise:

to or from any individual or entity, regardless of whether they are a Public Official or Public Body, a private individual or company, and regardless of their location;
by any individual employee, agent, or other associated person or company acting on behalf of Noda;
in any form, including gifts or entertainment provided to the decision maker's spouse or other family members;
in order to gain any commercial, contractual, or regulatory advantage for Noda in a manner that is unethical; or
in order to gain any personal advantage, whether monetary or otherwise, for the individual or anyone associated with them.

6. Facilitation payments will not be accepted, even if they are considered a customary practice in certain countries.

7. Noda will not make any direct or indirect contributions to any political parties.

Employee Responsibilities

All Noda’s employees must:

act with integrity and conduct business in a fair, honest, and transparent manner;
comply with Noda’s ABC Statement;
implement appropriate due diligence procedures when selecting suppliers, business partners, or agents to mitigate Bribery risks and ensure their awareness of the requirements of the UK Bribery Act 2010;
report any instances to Noda’s Legal Department if offered a financial or other advantage that may constitute a Bribe, or if they suspect they have received hospitality or a gift outside the norm;
report to Noda’s Legal Department any instances where a colleague has received a financial or other advantage that hasn’t been reported as mandated by the ABC Statement;
refuse to engage in business with individuals or entities that do not adhere to Noda’s principles and could potentially damage the company’s reputation;
avoid using their position within the company to promote personal interests or those of others, including family members; and
uphold Noda’s principles even in challenging situations.

Key Prohibitions and Requirements

The key areas outlined in our ABC Statement include:

1. Engaging in Bribery, whether directly or through a third party, is explicitly prohibited in any country. Bribery is defined as:

offering, promising, or giving, requesting, seeking, or accepting anything of value, or any other advantage;
to improperly influence a business decision or any other act, inaction, or decision by any person.

2. Bribing a Public Official in any country is expressly prohibited. This includes:

offering, promising, or giving anything of value, or other advantage;
to influence a Public Official in their role;
in order to win or retain business or any other business advantage.

3. Facilitation payments are prohibited except in cases where there is a genuine risk to life or wellbeing.

4. Political donations and lobbying are prohibited.

Steps Taken to Prevent Bribery or Corruption

Noda implements the following measures to help prevent Bribery and corruption:

1. Risk assessment

Effective risk assessment is fundamental to the success or failure of our ABC Statement. Identifying risks enables us to pinpoint specific areas where we may encounter Bribery and corruption risks. This allows for better evaluation and mitigation of these risks, thereby safeguarding Noda.

2. Accurate accounting and record-keeping

Many serious Bribery and corruption offenses have been linked to inaccurate record-keeping. It’s imperative that we uphold accurate books, records, and financial reporting within Noda. Our accounts, records, and overall financial reporting must be transparent. Any false, misleading, or inaccurate records could pose a significant risk to Noda’s reputation and integrity.

3. Effective monitoring and internal control

Noda upholds an efficient system of internal control and transaction monitoring. After identifying and highlighting Bribery and corruption risks through the risk assessment process, procedures are developed within a comprehensive control and monitoring program to continuously mitigate these risks.

This ‘Anti-Bribery & Corruption Statement’ is made in compliance with Noda’s obligations under the UK Bribery Act 2010.