Anti Bribery & Anti Corruption Policy

Anti-Bribery & Anti-Corruption Policy

We do not tolerate bribery, corruption, or improper conduct in any form.

EFFECTIVE DATE

January 1, 2025

LAST UPDATED

January 30, 2026

APPROVED BY

Board of Directors

POLICY OWNER

Legal & Compliance

EFFECTIVE DATE

January 1, 2025

LAST UPDATED

January 30, 2026

EFFECTIVE DATE

January 1, 2025

LAST REVIEWED

January 30, 2026

APPROVED BY

Board of Directors

POLICY OWNER

Legal & Compliance

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Zero Tolerance

Zoiko Foods Corp maintains a zero-tolerance policy for bribery, corruption, kickbacks, and facilitation payments.

Our Commitment

Zero tolerance for bribery, corruption, kickbacks, facilitation payments

Compliance with FCPA, UK Bribery Act, and local laws

Clear rules on gifts, hospitality, travel, expenses

Risk-based due diligence for third parties

Accurate books & records with financial controls

Confidential reporting with non-retaliation

Serious consequences including termination

Our Commitment

Zero tolerance for bribery, corruption, kickbacks,facilitation payments

Compliance with FCPA,UK Bribery Act, andlocal laws

Clear rules on gifts,hospitality, travel,
expenses

Risk-based due
diligence for third
parties

Limited Liability:Our
liability is limited to the
extent permitted by
law.

Governing Law: These terms are governed by the laws specified in
Section 15.

Updates: We may
update these terms;
continued use means
acceptance of
changes.

1. Scope & Applicability

Who This Policy Applies To

This policy applies to all individuals and entities acting on behalf of Zoiko Foods Corp, including:

Employees: All employees, regardless of position or location
Directors and Officers: Board members and executive management
Interns and Temporary Workers: All temporary staff and interns
Contractors and Consultants: Independent contractors performing services
Agents and Intermediaries: Sales agents, brokers, distributors, customs agents, lobbyists
Suppliers and Partners: Expected to maintain similar standards

Geographic Scope

This policy applies to all business activities in all geographies and jurisdictions where Zoiko Foods Corpoperates,including NorthAmerica,the Caribbean, Europe, Africa, and Asia.

Situations Covered

Procurement and supplier relationships
Sales and customer relationships
Logistics, customs, and regulatory interactions
Government permits, licenses, inspections
Marketing, sponsorships, charitable contributions

Stricter Standard Applies

If local law is more restrictive than this policy, the stricter standard applies.

2. Definitions & Examples

Key Terms

Bribery

Offering, giving, soliciting, or receiving anything of value to influence a business decision or gain improper advantage.

Corruption

The abuse of entrusted power or position for private gain.

Kickback

An undisclosed payment given in exchange for securing business or favorable treatment.

Facilitation Payment

A small payment to a government official to expedite routine action.These are prohibited.

Anything of Value

Includes but is not limited to:

Cash, checks, wire transfers, cash equivalents
Gifts (items, gift cards, vouchers)
Meals, entertainment, hospitality
Travel, accommodation, transportation
Services, favors, business opportunities
Employment offers or internships
Charitable donations or sponsorships
Loans, guarantees, debt forgiveness

Food & Beverage Industry Examples

Prohibited Examples

Payment to a retailer's buyer to secure shelf placement
Cash to customs official to expedite clearance
Meals, entertainment, hospitality
Lavish hospitality tied to contract renewal
"Consulting fee" without documented services
Donation requested by official for a permit
Gift to inspector during inspection

3. Prohibited Conduct

The following activities are strictly prohibited:

Reasonable: Modest in value and appropriate
Proportionate: Not excessive or lavish
Infrequent: Not a pattern of repeated gifts
Transparent: Properly documented and disclosed
Not Intended to Influence: Never tied to decisions
Compliant: Must comply with policy and local law

When in Doubt

If unsure whether an action is permissible, do not proceed. Contact Legal or Compliance at compliance@ zoikofoods.com

When in Doubt

If unsure whether an action is permissible, do not proceed. Contact Legal or Compliance at compliance@
zoikofoods.com

4. Gifts, Hospitality, Travel & Expenses

Core Principles

Gifts and hospitality must be:

Reasonable: Modest in value and appropriate
Proportionate: Not excessive or lavish
Infrequent: Not a pattern of repeated gifts
Transparent: Properly documented and disclosed
Not Intended to Influence: Never tied to decisions
Compliant: Must comply with policy and local law

Decision Table

✓ Allowed (No Pre- Approval)

⚠️ Requires Pre-Approval

✕ Prohibited

Government Officials - High-Risk

🚨 Special Rules for Government Officials

Any gift, meal, or travel involving a government official requires pre-approval from Legal/Compliance, regardless of value. This includes:

Customs and border officials
Health and food safety inspectors
Tax and revenue authorities
Licensing and permit officials
State-owned enterprise employees
Politicians and political candidates

5. Facilitation Payments

Bright-Line Prohibition

Facilitation payments are prohibited under this policy, even where customary or permitted under local law.

What Are Facilitation Payments?

Small payments made to government officials to expedite routine actions such as:

If You Are Faced with a Demand

Prioritize Safety: Reports come via our accessibility support channel or through testing Your personal safety is paramount

Refuse Politely: Where safe, refuse and explain policy prohibits it

Immediately: Contact manager and Legal/Compliance

Escalate Immediately: Contact manager and Legal/Compliance

Document: Record all details (who, what, when, where, how much)

6. Charitable Donations & Sponsorships

Core Principles

Pre-Approval Requirements

Require Legal/Compliance approval:

🚨 Red Flags

7. Third-Party Due Diligence

Who Counts as a Third Party?

Due Diligence Workflow (Pre-Engagement)

Business Justification: Sponsor submits request with business case

Risk Screening: Assess jurisdiction, role, government touchpoints

Background Checks: Sanctions screening, adverse media, ownership review

Questionnaire: Third party completes anti-corruption questionnaire

Contract Clauses: Record all details (who, what, when, where, how much)

Approval: Compliance/Legal approval for medium/high-risk

Monitoring Schedule: Set frequency based on risk tier

Third-Party Red Flags

🚨 Warning Signs

Refusal to disclose ownership structure
Request for cash payments or third-country payments
Unusually high commissions without justification
Vague or generic service descriptions
Close relationships with government officials
Claims of "special access" or "inside connections"
Poor documentation or resistance to audit clauses
Requests to falsify invoices or split payments

8. Conflicts of Interest

Disclosure Requirements

Employees must disclose:

Disclosure Process

Disclose: Reports come via our accessibility support channel or through testing

Document: Provide written disclosure with full details

Await Approval:: Do not proceed until reviewed

Recuse if Needed: Remove yourself from decision-making

9. Books, Records & Financial Controls

Disclosure Requirements

All business transactions must be:

Prohibited Practices

10. Training & Awareness

Mandatory Training

All employees must complete anti-bribery training:

High-Risk Roles

Enhanced training for:

Report a Concern

If you are aware of, or suspect, modern slavery, forced labor, or human trafficking in our operations or supply chains, please report it immediately.

📧 Email

[email protected]

📋 Online Report Form

Submit a confidential report

📞 Hotline (Optional)

[Toll-free number to be provided if implemented]

Non-Retaliation

We prohibit retaliation against anyone who reports concerns in good faith. All reports are treated
confidentially to the extent possible and consistent with investigation requirements.

What Happens Next

Reports are triaged by our compliance team
We conduct a confidential investigation
Findings are escalated to appropriate management levels
Remediation is implemented as needed
You will receive a response if contact information is provided

12. Investigations, Enforcement & Consequences

Investigation Process

Intake & Triage: Reports assessed for severity

Assign Investigator: Compliance or Legal
conducts investigation

Preserve Evidence: Secure documents and records

Fact-Finding: Interview witnesses, review evidence

Decision: Determine if policyviolation occurred

Remediation: Implement disciplinary action

Control Improvements: Address systemic weaknesses

Intake & Triage: Reports assessed for severity

Analyze Trends: Identify systemic issues and root causes

Update Controls: Strengthen policies, supplier requirements, and due diligence

Train & Communicate: Roll out updates to relevant teams

Consequences for Violations

For Employees

For Third Parties

13. Governance, Ownership & Review

Policy Ownership

Function	Responsibility
Board of Directors	Approves policy, provides oversight
Executive Management	Ensures implementation and resources
Legal & Compliance	Policy owner, maintains framework
Procurement	Implements third-party due diligence
Finance	Maintains books & records controls
Internal Audit	Independent assurance and testing
All Employees	Compliance with policy, reporting concerns

Version Control

Questions or Guidance

Contact: compliance@
zoikofoods.com

When in doubt,ask first. It is always better to seek guidance than to risk a violation.