This Anti-Bribery Policy describes long-standing principles of conduct that all companies within the ByBox Group follow to ensure our business is conducted with integrity and in compliance with the law in the countries in which we operate. Every director, employee and any person or company working on behalf of the ByBox Group is expected to know and follow the policies outlined here. The principles relating to bribery set out in this policy will apply regardless of any local laws or customs.

Violating the law could subject a ByBox Group company and the individuals involved to criminal proceedings, regulatory action and private lawsuits. Any employee who violates the spirit or letter of this policy or who assists or encourages any agents to breach this policy may have his/her employment terminated immediately. Employees and agents who violate laws can be substantially penalised, including large fines, a significant prison term and a repayment of any profits earned.

For ByBox, violating the law can mean substantial monetary fines, prison for individuals, the loss of important customers and suppliers, negative publicity and disqualification from contracting on government work.

If you become aware of an ethical or legal violation, including a violation of this policy, you should promptly report it under this policy and the processes herein. Your report will be dealt with in the strictest confidence.

Conflicts of Interest

Our success depends on our employees. Because of our past efforts and dedication, we have established a reputation for honest and ethical conduct whilst becoming a leading logistics company. We should all be proud of this reputation, and we must work together to preserve it.

This means that we must conduct our business honestly, ethically and in strict compliance with all laws and regulations. It also means that we must operate free of any interest that affects our undivided loyalty to ByBox. If you or a member of your family has a personal interest in our business, you must immediately inform the Chief Executive Officer (CEO of ByBox Holdings Limited).

It only takes one unethical or unlawful act to destroy our goodwill with suppliers, customers and the public. While it is impossible for this policy to catalogue every situation that might arise, the following general principles are important:

• Deal with suppliers and customers on a fair and honest basis. Answer all customer and supplier questions truthfully. Never mislead customers about any of our services. Buying and selling must be done on an “arm’s length” basis, free of any kickbacks, secret commissions, excessive gifts or favours.

• Avoid any situation in which your independent business judgment might appear to be compromised. Charges of bad faith and misdealing can arise in any situation where your personal interests and ByBox’ interests are not the same. For this reason, depending on your responsibilities, certain employees should not have a financial interest in our customers, suppliers or competitors.

• The most common types of financial interest are ownership of stock, shares, bonds or notes, a partnership interest or a direct or indirect interest through a trust or other relationship. Financial interest is a problem as soon as it presents a potential for conflict of interest with your responsibilities as an employee. Generally, conflicts of interest will not arise from owning stocks or shares in widely held public companies, such as those traded on the London and New York Stock Exchanges. Individuals rarely have the ability to influence the success of those kinds of companies – though it can happen.

• You cannot work for a customer’s supplier or a competitor at the same time as working for a ByBox Group company without prior management approval.

• Make candid reports to management. Among other things, this requires that reports contain accurate information and that accounting records be maintained properly in accordance with our internal controls and generally accepted accounting principles. It also means that you must fully and frankly disclose to management anything that might affect your performance or reputation.

• Without appropriate authorisation, do not duplicate licensed computer software, use trademarks that we do not own or reveal trade secrets disclosed to you. Willful infringement of copyright is illegal.

• Keep political activities separate from our business. If you decide to make a political contribution (including providing services), it should be made in your name, not the Company’s. Company stationery should not be used for personal or political purposes. If you are appointed to, or decide to run for, a governmental office, you should first consult with ByBox Holdings Limited’s HR department to ensure a conflict of interest does not arise.

• Never steal or unlawfully use information, materials, products, intellectual property or proprietary and confidential information of others. Doing so is unethical and could even constitute illegal industrial espionage.


The ByBox Group operates a zero-tolerance policy towards bribery in any form. Under no circumstances must you offer or receive a bribe in any jurisdiction in the world. This includes offering or receiving bribes through third parties. You must report immediately any attempt to bribe you.

If you are aware that any employee or person working on behalf of a ByBox Group company is offering or receiving bribes (whether or not through third parties) you must immediately report it to the CEO of ByBox Holdings Limited or under the Whistleblowing Policy.


Small gifts and hospitality up to a value of £100 per recipient may be accepted or given, provided this is authorised in writing by a line manager and this does not put you or the Company in a position where a conflict of interest arises.

Any gift and hospitality which exceeds this amount must have received prior written authorisation from a line manager and an employing company director and must be recorded in the Gift Register, which is held in the ByBox UK HR department.

Government and Government Agencies

The ByBox Group may have dealings with national, federal, state and local governments in the course of our business. Governments are entitled to respect, and their rules must be followed. Statements made and records submitted to government purchasing agents are not to be intentionally misleading or inaccurate. Bids are to be made in good faith. No- ‐one may sign a certificate, witness statement or affidavit without personal knowledge of the truth of the statements that are made.

All our dealings with governments should be at “arm’s length”.

You must not offer or make any payment, gift, bribe, secret commission or give any other benefit to influence the decision or action of any government employee, official, candidate or political party. Business lunches and other entertainment of government employees are frequently prohibited and should not be undertaken without advance knowledge that it is permitted.

In any transaction with government agencies, you must adhere to the highest standards of honesty and integrity, and abide by all applicable laws, rules and regulations. Among the areas demanding your scrupulous attention are:

a. Whenever you provide information to a government official – whether orally or in writing – be truthful and accurate.

b. Always follow the relevant procurement laws and regulations. For example, in the United States, obtain source selection, competitive or proprietary information only when the Contracting Officer has authorised release of such information.

c. If relevant to your duties, familiarise yourself with the US Foreign Corrupt Practices Act and fully comply with its requirements in all dealings to which the Act applies.

Specific laws govern the hiring of former government employees and procurement officials. The CEO of ByBox Holdings Limited must approve any discussions about the employment of government employees.

Government Investigations and Information Requests

Our policy is to co-operate with every reasonable request of government investigators.

If a representative of any government or government agency seeks an interview with you or request access to data or documents for the purposes of an investigation, you must refer the representative to a director of ByBox Holdings Limited. Under no circumstances should you grant an interview or provide data or documents before you have secured legal representation approved by a director of ByBox Holdings Limited. You should also preserve all materials, including documents and emails that might relate to any pending or reasonably possible investigation.

Supplier Relations

We base supplier relationships on lawful, efficient and fair practices. The quality of our supplier relationships often has a direct bearing on the quality of our customer relationships. You must not accept gifts from our suppliers or any third party.

Appointment of and dealing with Agents

If you appoint agents to act on behalf of ByBox it is your responsibility to ensure the following occur as a minimum:

• That the agent is provided with a copy of this Anti-Bribery Policy and to agree to comply with it in full.

• That there are appropriate terms in the written contract with the agent to ensure that the agent complies with the provisions of this Anti-Bribery Policy and anti‐bribery laws.

• That the scope of work is fully discussed and agreed so that all expenditure by the agent can be verified.

• That any unusual transactions or suspicions that the agent may be offering on receiving bribes, or “facilitation payments”, is reported immediately to the CEO of ByBox Holdings Limited.

• That appropriate due diligence on the identity of activities of the agents is undertaken before any dealings are carried out.

Competing Fairly and Complying with Antitrust and Competition Laws

We support laws which are critical to promoting free enterprise. Antitrust and competition laws reflect this commitment to a free enterprise trade system. It is our policy to comply fully with all antitrust and competition laws.

In many countries, agreement between competitors regarding prices to be charged, competitive bidding, customers to be solicited or geographic areas to be serviced, are prohibited. Examples of unlawful anti-competitive behaviour include:

• Co-ordinating bids with competitors;

• Allocating customers or markets;

• Fixing a price range or a minimum or maximum price;

• Limiting output or restricting delivery schedules;

• Fixing discounts, rebates or credit terms;

• Agreeing to boycott certain suppliers or customers; and

• Exchanging information relating to profits, costs, prices or other terms and conditions of sale.

Remember that any contact with a competitor may be hazardous. An agreement between competitors need not be written or precise in order to be legally challenged; a general and informal understanding is sufficient. Illegal agreements are often proved through circumstantial evidence of “small talk”, “casual discussions” and “harmless” exchanges of business information. You should avoid such discussion, whether they occur in a large, formal group or in a social setting following a trade association meeting.

If a competitor raises a competitively sensitive topic or any other matter that you believe might violate the antitrust or competition laws or this Policy, you should immediately and firmly decline to discuss it and inform your line manager. If that proves unsatisfactory under the circumstances, you should report it to the CEO of ByBox Holdings Limited.

Reporting Violations

If you are aware of a violation of the law or ByBox Group policy you should notify the CEO of ByBox Holdings Limited.

You do not have to give your name when you make a report but be sure to provide enough information for us to be able to follow up (i.e. names of person allegedly involved, dates and nature of activity). Confidentiality will be maintained to the fullest extent possible. You will be subject to disciplinary action if you submit a false report, but you will never be penalised for making a good-faith report and we will not tolerate retaliation against any employee who makes a good-faith report.

The appropriate independent manager is obligated to investigate all reports of violations. You should not investigate on your own but leave such work to the appropriate persons.

If you report a violation and in some way are also involved in the violation, the fact that you stepped forward will be considered.

Disciplinary action may be taken for, among other things:

• Authorisation or participation in actions that violate this Anti-Bribery Policy;

• Failure to report a violation of this Anti-Bribery Policy;

• Failure to exercise proper supervision and oversight in detecting and reporting violations by subordinate employees;

• Refusal to co-operate in the investigation of a violation of this Anti-Bribery policy; and

• Retaliation against an individual for reporting a violation of this Anti-Bribery Policy.

Implementation Monitoring and Review

This Anti-Bribery Policy will be reviewed annually by the Board of ByBox Holdings Limited which will have overall responsibility for monitoring compliance. All new staff will receive information on this Anti-Bribery Policy as part of their induction and all agents will be expected to adhere to it. Staff will receive training on their obligations under this Policy and refresher training will be arranged from time to time. All staff will be expected to attend and complete such training.


Bribery – The offering of money or other incentives, to persuade somebody to do something – especially something dishonest or illegal.

Bribe – When a person offers, gives or promises to give a “financial or other advantage” to another individual in exchange for “improperly” performing a “relevant function or activity.”

Facilitation Payments – A payment that may make/facilitate the process to be made easy or easier.

Conflict of Interest – Clash between requirements or implications: a conflict between the public and private interests of somebody in an official position, or conflicts between a number of public positions.

Hospitality/Entertainment – Kindness to visitors: friendly, welcoming, and generous treatment offered to guests or strangers.

For guests: for the use of clients, guests, or visitors who are being entertained, especially by a company at a convention.