Infinite Corporation is committed to conducting its business ethically and in compliance with all applicable laws and regulations, including the U.S. Foreign Corrupt Practices Act (FCPA), the United Kingdom Bribery Act (UKBA) and similar laws in other countries that prohibit improper payments to obtain a business advantage. This document describes Infinite 's Policy prohibiting bribery and other improper payments in the conduct of Infinite business operations and employee responsibilities for ensuring implementation of the Policy. Questions about the Policy or its applicability to particular circumstances should be directed to [COMPLIANCE OFFICER].
Infinite strictly prohibits bribery or other improper payments in any of its business operations. This prohibition applies to all
business activities, anywhere in the world, whether involving government officials or other commercial enterprises. A bribe or
other improper payment to secure a business advantage is never acceptable and can expose individuals and Infinite to possible
criminal prosecution, reputational harm or other serious consequences. This Policy applies to everyone at Infinite , including all
officers, employees and agents or other intermediaries acting on Infinite 's behalf. Each officer and employee of Infinite has a
personal responsibility and obligation to conduct Infinite 's business activities ethically and in compliance with all applicable
laws based on the countries wherein Infinite does business. Failure to do so may result in disciplinary action, up to and
including dismissal.
Improper payments prohibited by this policy include bribes, kickbacks, excessive gifts or entertainment, or any other payment
made or offered to obtain an undue business advantage. These payments should not be confused with reasonable and limited
expenditures for gifts, business entertainment and other legitimate activities directly related to the conduct of Infinite 's
business.
Infinite has developed a comprehensive program for implementing this Policy, through appropriate guidance, training,
investigation and oversight. Elliott Cohen, Compliance Officer has overall responsibility for the program, supported by the
executive leadership of Infinite . Elliott Cohen, Compliance Officer is responsible for giving advice on the interpretation and
application of this policy, supporting training and education, and responding to reported concerns. The prohibition on bribery
and other improper payments applies to all business activities but is particularly important when dealing with government
officials. The US Foreign Corrupt Practices Act and similar laws in other countries strictly prohibit improper payments to gain a
business advantage and impose severe penalties for violations. The following summary for personnel engaged in international
activities a basic familiarity with applicable rules so that inadvertent violations can be avoided, and potential issues recognized
in time to be properly addressed.
The FCPA, UKBA and other anti-bribery laws make it unlawful to bribe a foreign official to gain an "improper business advantage." An improper business advantage may involve efforts to obtain or retain business, as in the awarding of a government contract, but also can involve regulatory actions such as licensing or approvals. Examples of prohibited regulatory bribery include paying a foreign official to ignore an applicable customs requirement. A violation can occur even if an improper payment is only offered or promised and not actually made, it is made but fails to achieve the desired result, or the result benefits someone other than the giver (for example, directing business to a third party). Also, it does not matter that the foreign official may have suggested or demanded the bribe, or that a company feels that it is already entitled to the government action.
A "foreign official" can be essentially anyone who exercises governmental authority. This includes
any officer or employee of a foreign government department or agency, whether in the executive, legislative or judicial branch
of government, and whether at the national, state or local level. Officials and employees of government-owned or controlled
enterprises also are covered, as are private citizens who act in an official governmental capacity. Foreign official status often
will be apparent, but not always. In some instances, individuals may not consider themselves officials or be treated as such by
their own governments but nevertheless exercise authority that would make them a "foreign official" for purposes of anti-
bribery laws. Personnel engaged in international activities are responsible under this Policy for inquiring whether a proposed
activity could involve a foreign official, or an entity owned or controlled by a foreign government, and should consult with
Elliott Cohen, Compliance Officer when questions about status arise.
The FCPA prohibits offering, promising or giving "anything of value" to a foreign official to gain an improper business advantage. In addition to cash payments, "anything of value" may include:
Other less obvious items provided to a foreign official can also violate anti-bribery laws. Examples include in-kind contributions,
investment opportunities, stock options or positions in joint ventures, and favorable or steered subcontracts. The prohibition
applies whether an item would benefit the official directly or another person, such as a family member, friend or business
associate.
Under the law, Infinite and individual officials or employees may be held liable for improper payments by an agent or other
intermediary if there is actual knowledge or reason to know that a bribe will be paid. Willful ignorance - which includes not
making reasonable inquiry when there are suspicious circumstances - is not a defense, and it also does not matter
whether the intermediary is itself subject to anti-bribery laws. All employees therefore must be alert to potential "red flags" in
transactions with third parties.
Infinite and its affiliates must keep accurate books and records that reflect transactions and asset dispositions in reasonable
detail, supported by a proper system of internal accounting controls. These requirements are implemented through Infinite 's
standard accounting rules and procedures, which all personnel are required to follow without exception. Special care must be
exercised when transactions may involve payments to foreign officials. Off-the-books accounts should never be used.
Facilitation or other payments to foreign officials should be promptly reported and properly recorded, with respect to purpose,
amount and other relevant factors. Requests for false invoices or payment of expenses that are unusual, excessive or
inadequately described must be rejected and promptly reported. Misleading, incomplete or false entries in Infinite 's books and
records are never acceptable.
Infinite has established detailed standards and procedures for the selection, appointment and monitoring of agents,
consultants and other third parties. These standards and procedures must be followed in all cases, with particular attention to
"red flags" that may indicate possible legal or ethical violations. Due diligence ordinarily will include appropriate reference and
background checks, written contract provisions that confirm a business partner's responsibilities, and appropriate monitoring
controls. Personnel working with agents and other third parties should pay particular attention to unusual or suspicious
circumstances that may indicate possible legal or ethics concerns, commonly referred to as "red flags." The presence of red
flags in a relationship or transaction requires greater scrutiny and implementation of safeguards to prevent and detect
improper conduct. Appointment of an agent or other third party ordinarily requires prior approval by an appropriate senior
manager, description of the nature and scope of services provided in a written contract, and appropriate contractual safeguards
against potential violations of law or Infinite policy.
This Policy imposes on all personnel specific responsibilities and obligations that will be enforced through standard disciplinary
measures and properly reflected in personnel evaluations. All officers, employees and agents are responsible for understanding
and complying with the Policy, as it relates to their jobs. Every employee has an obligation to:
Any employee who has reason to believe that a violation of this Policy has occurred, or may occur, must promptly report this
information to his or her supervisor, the next level of supervision, or Elliott Cohen, Compliance Officer.
Retaliation in any form against an employee who has, in good faith, reported a violation or possible violation of this Policy is
strictly prohibited. Employees who violate this Policy will be subject to disciplinary action, up to and including dismissal.
Violations can also result in prosecution by law enforcement authorities and serious criminal and civil penalties. When seeking
guidance and/or reporting concerns, contact Elliott Cohen, Compliance Officer.