1                    INTRODUCTION

 

  • Measurements International Ltd. has determined that it should formalize its policy in accordance with compliance with the anti-corruption laws, including the Canadian Corruption of Foreign Public Officials Act 1999 and the US Foreign Corrupt Practices Act 1977.

 

  • This Anti-Bribery & Corruption Policy (the “Policy“) will supersede any other existing Measurements International Ltd policies relating to bribery and

 

  • The Compliance Officer is the Company President or Controller.

 

 

2                    POLICY STATEMENT

 

  • It is Measurement’s International Ltd. policy to conduct all of its business in an honest and ethical manner. Measurements International Ltd takes a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all its business dealings and It is the goal of Measurements International Ltd. to avoid acts which might reflect adversely upon the integrity and reputation of the Company.

 

  • Individuals involved in corrupt activity may be fined or sentenced to imprisonment. Further, if The Company or any of its employees or associated persons (e.g. contractors, agents or subsidiaries) is found to have taken part in corruption, The Company could face an unlimited fine, and it could face serious damage to its reputation both in the public markets and in the countries in which it The Company therefore takes its legal responsibilities very seriously.

 

  • The Company is committed to upholding all laws relevant to countering bribery and corruption in each of the jurisdictions in which it operates. As the anti-corruption laws of Canada, US and UK have extraterritorial application, The Company, its employees and associated persons will be bound by the most stringent requirements of these laws in respect of its conduct in all jurisdictions they operate, even if such conduct would otherwise be permitted by the local law of a particular

 

  • The purpose of this Policy is to:
    • set out the responsibilities of The Company, and all individuals who work for The Company, in observing and upholding the Company’s position on bribery and corruption;

and

  • provide information and guidance to those individuals working for The Company on how to recognize and deal with bribery and corruption

 

  • In this Policy, “third party” means any individual or organization with whom you may come into contact during the course of your work for Measurements International Ltd. (The Company), and includes actual and potential customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies, including their advisors, representatives and officials, politicians and political

 

 

3                    APPLICATION OF THE POLICY

 

  • The Policy applies to all directors, officers, employees, family members, consultants and contractors of The Company. Compliance with this Policy constitutes terms of service for each director, conditions of employment for each officer and employee, and conditions of providing services to The Company for each consultant and contractor. Each such person agrees to be bound by the provisions of this Policy upon notification of the most recent copy being given to them or upon notification that an updated version has been placed on The Company’s website for

 

  • This Policy extends across all of the Company’s business dealings and in all countries and territories in which the Company operates. All persons covered by this Policy, in discharging their duties on behalf of The Company, are required to comply with the laws, rules and regulations applicable in the location in which The Company is performing business activities, and in particular with respect to anti-bribery/corruption laws, rules and regulations. Where uncertainty or ambiguity exists, please contact the Compliance Officer who may seek further legal

 

 

4                    FORMS OF BRIBERY AND CORRUPTION

 

  • Bribes
  • A bribe is an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or business or personal advantage.
  • An inducement is something which helps to bring about an action or desired
  • A business advantage means that The Company is placed in a better position (financially, economically, or reputationally, or in any other way which is beneficial) either than its competitors or than it would otherwise have been had the bribery or corruption not taken

 

  • Kickbacks are payment of any portion of a contract made to employees of another contracting party or the utilization of other techniques, such as subcontracts, purchase orders or consulting agreements, to channel payment to public officials, political parties, party officials or political candidates, to employees of another contracting party, or their relatives or business

 

  • Extortion means to directly or indirectly demand or accept a bribe, facilitation payment or

 

 

5                    ANTI-BRIBERY AND CORRUPTION STANDARDS

 

  • It is prohibited for The Company or its directors, officers, employees, consultants or contractors to:

 

  • give, promise to give, or offer, a payment, gift or hospitality to a third party or otherwise engage in or permit a bribery offence to occur, with the expectation or hope that an advantage in business will be received, or to reward a business advantage already

 

  • give, promise to give, or offer, a payment, gift or hospitality to a third party to “facilitate” or expedite a routine

 

  • accept a payment, gift or hospitality from a third party if you know or suspect that it is offered or provided with an expectation that a business advantage will be provided by the Company in

 

  • threaten or retaliate against another employee or worker who has refused to commit a bribery offence or who has raised concerns under this Policy.

 

  • engage in any activity that might lead to a breach of this

 

  • Non-compliance with the Policy may result criminal or civil penalties which will vary according to the offence. An employee acting in contravention of the Policy will also face disciplinary action up to and including summary

 

 

6                    GIFTS AND HOSPITALITY

 

  • This Policy does not prohibit normal and appropriate hospitality (given or received, in accordance with The Company’s Gifts & Hospitality Policy) to or from third parties.

 

  • THE COMPANY’s Gifts & Hospitality Policy sets out when it is, and is not, appropriate for you to make or receive gifts and / or hospitality from a third party. Please refer to the Gifts & Hospitality Policy for further details. In the event of inconsistency, this Policy supersedes the Gifts & Hospitality

 

 

7                    RED FLAGS

 

  • The following is a list of “red flags” that may indicate the possible existence of corrupt practices and should be kept in mind by all those subject to this Policy:
  • Use of an agent with a poor reputation or with links to a foreign
  • Unusually large commission payments or commission payments where the agent does not appear to have provided significant
  • Cash payments, or payments made without a paper trail or without compliance with normal internal
  • Unusual bonuses to foreign personnel for which there is little supporting
  • Payments to be made through third party countries or to offshore
  • Private meetings requested by public contractors or companies hoping to tender for
  • Not following The Company policies or procedures – abusing the decision-making
  • Unexplained preferences for certain sub-contractors.
  • Invoices rendered or paid in excess of contractual

 

  • This list is not exhaustive and you should be alert to other indicators that may raise a suspicion of corrupt

 

 

8                    RESPONSIBILITIES UNDER THE POLICY

 

  • All directors, officers, employees, consultants and contractors of The Company must read, understand and comply with this Policy and the following related policies:
  • Code of Business Conduct & Ethics (HR 2.02.01);
  • Gifts & Hospitality Policy (HR 2.02.01).

 

  • All directors, officers, employees, consultants and contractors of Measurements International Ltd. must participate in all training provided by the

 

  • The prevention, detection and reporting of bribery offences and other forms of corruption are the responsibility of all those working for The Company or under its All such persons are required to avoid any activity that might lead to, or suggest, a breach of this Policy.

 

  • If you are asked to make a payment on the Company’s behalf, you should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services You should always ask for a receipt which details the reason for the payment. If you have any suspicions, concerns or queries regarding a payment, you should raise these with the Compliance Officer, wherever possible, prior to taking any action.

 

  • All directors, officers, employees, consultants and contractors of The Company must notify the Compliance Officer or make a disclosure as soon as possible if they believe or suspect that an action in conflict with this Policy has occurred, or may occur in the future, or has been solicited by any

 

  • Any person who breaches this Policy will face disciplinary action, which could result in dismissal for gross misconduct. The Company reserves its right to terminate its contractual relationship with other persons if they breach this Policy.

 

 

9                    ASSOCIATED ENTITIES

 

  • It is a violation of the Policy to make any corrupt payments through any subsidiaries, agents, intermediaries, business partners, contractors or suppliers (individuals or organizations) of The Company (“Associated Entities“) or to make any payment to a third party where there is any reason to believe that all or a portion of the payment will go towards a

 

  • The relationship with agents and other intermediaries must be documented using the Company’s standard terms and conditions for appointment, which shall include compliance with the Policy and prohibit Associated Entities from making or receiving any bribes on the Company’s behalf.

 

  • Compensation paid to Associated Entities must be appropriate and justifiable and for the purpose of legitimate services rendered.

 

  • Associated Entities are required to keep proper books and records available for inspection by the Company, its auditors and/or investigating

 

 

10                RECORD-KEEPING

 

  • THE COMPANY will be required to develop, implement, monitor and maintain a system of internal controls to facilitate compliance with this Policy, as well as to foster a culture of integrity and maintain high ethical standards throughout the

 

  • THE COMPANY must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties, for a minimum period of 6 years.

 

  • All transactions must be executed in accordance with management’s general or specific Transactions must be recorded as necessary to permit preparation of financial statements in conformity with International Financial Reporting Standards, for a minimum period of 6 years.

 

  • All business partners of the Company should have in place internal controls and procedures that fit these criteria and enhance compliance with this

 

  • The Company will maintain available for inspection accurate books and records that fairly document all financial transactions, risk assessments and due

 

  • All directors, officers, employees, consultants and contractors of The Company must seek approval for any gifts given or received and record them on the Gift Register in accordance with the Expenses

 

  • All expenses incurred to third parties relating to hospitality, gifts or expenses must be submitted in accordance with the relevant The Company group company policies and the reason for the expenditure must be specifically

 

  • All accounts, invoices, memoranda and other documents and records relating to dealings with third parties should be prepared and maintained with strict accuracy and completeness. No accounts or cash funds may be kept “off-book” to facilitate or conceal improper payments. The use of false documents and invoices is prohibited, as is the making of inadequate, ambiguous or deceptive bookkeeping entries and any other accounting procedure, technique or device that would hide or otherwise disguise illegal payments.

 

  • To ensure the effectiveness of internal controls, business and finance personnel of the Company will review transactions and expense/payment requests for warning signs that signal an inadequate commercial basis or present excessive

 

 

11                REPORTING VIOLATIONS OF THIS POLICY

 

  • All directors, officers, employees, consultants and contractors must adhere to The Company commitment to conduct its business and affairs in a lawful and ethical manner. All directors, officers, employees, consultants and contractors are encouraged to raise any queries with the Compliance

 

  • In addition, any director, officer, employee, consultant and contractor of The Company who becomes aware of any instance where The Company receives a solicitation to engage in any act prohibited by this Policy, or who becomes aware of any information suggesting that a violation of this Policy has occurred or is about to occur is required to report it to the Compliance

 

  • Persons who refuse to engage in or permit a bribery offence, or who raise legal or ethical concerns or report another’s wrongdoing, are sometimes worried about possible repercussions. The Company aims to encourage openness and will support anyone who raises genuine concerns in good faith under this Policy, even if they turn out to be No directors, officers, employees, consultants and contractors of The Company will suffer demotion, penalty, or other adverse consequences for refusing to engage in or permit a bribery offence or for raising concerns or for reporting possible wrongdoing, even if it may result in the Company losing business or otherwise suffering a disadvantage.

 

  • The Company prohibits retaliatory action against any person who raises a concern in good

 

 

12                INVESTIGATION AND DOCUMENTATION OF REPORTS

 

  • Any report of solicitations to engage in a prohibited act or possible violation of the Policy will be investigated initially by the Compliance Officer. Where the matter is deemed potentially serious it will be promptly reported to the Chief Executive Officer, the Chairman of the Audit Committee, and where appropriate, to the Chairman of the Board, and the following procedure will be followed:

 

  • The report will be recorded and an investigative file established. In the case of an oral report, the party receiving the report is also to prepare a written

 

  • The Chairman of the Audit Committee will promptly commission the conduct of an At the election of the Chairman of the Audit Committee, the investigation may be conducted by The Company personnel, or by outside counsel, accountants or other persons employed by the Chairman of the Audit Committee. The investigation will document all relevant facts, including persons involved, times and dates. The Chief Executive Officer or the Chairman of the Audit Committee shall advise the Board of Directors of the existence of an investigation.

 

  • The identity of a person filing a report will be treated as confidential to the extent possible, and only revealed on a need-to-know basis or as required by law or court

 

  • On completion of the investigation, a written investigative report will be provided by the persons employed to conduct the investigation to the Chief Executive Officer and the Chairman of the Audit Committee. If the investigation has documented unlawful, violative or other questionable conduct, the Chief Executive Officer or the Chairman of the Audit Committee will advise the Board of Directors of the

 

  • If any unlawful, violative or other questionable conduct is discovered, the Chief Executive Officer shall cause to be taken such remedial action as the Board of Directors deems appropriate under the circumstances to achieve compliance with the Policy and applicable law, and to otherwise remedy any unlawful, violative or other questionable The persons employed to conduct the investigation shall prepare, or cause to be prepared, a written summary of the remedial action taken.

 

  • In each case, the written investigative report (or summary of any oral report), and a written summary of the remedial action taken in response to the investigative report shall be retained along with the original report by or under the authority of the Chairman of the Audit

 

 

13                RISK ASSESSMENTS

 

  • Standard business risk assessments will be conducted on an annual basis to determine the level of controls necessary for a particular aspect of the Company’s operations, including in relation to procurement and tender

 

  • Risk assessments should give consideration to:
  • “country risk“, which includes an assessment of the overall risks of corruption and bribery associated with a particular jurisdiction;
  • “transactional risks“, which includes an assessment of the risks associated with a business transaction undertaken by the Company or its Associated Entities;
  • “business opportunity risks“, which includes the risk that pursuing or obtaining business opportunities may result in acts of bribery or corruption; and
  • “business partnership risks“, which includes risks deriving from relationships with or partnership with other Associated

 

  • Specific policies and procedures will be adapted and implemented to proportionately address the risks identified above as they

 

  • Records and documentation must be kept of each risk assessment as part of the system of internal controls and record keeping discussed in Section

 

 

14                DUE DILIGENCE

 

  • The Company will conduct appropriate due diligence to inform risk assessments and ensure compliance with the

 

  • While the list is not exhaustive, and warning signs will vary by the nature of the transaction, expense/payment request, geographical market or business line, common warning signs that should be considered as part of any due diligence include:
  • that an Associated Entity has current business, family or some other close personal relationship with a customer or government official, has recently been a customer or government official or is qualified only on the basis of his influence over a customer or government official;
  • a customer or government official recommends or insists on the use of a certain business partner or Associated Entity;

 

  • an Associated Entity refuses to agree to anti-corruption contractual terms, uses a shell company or other unorthodox corporate structure, insists on unusual or suspicious contracting procedures, refuses to divulge the identity of its owners, or requests that its agreement be backdated or altered in some way to falsify information;

 

  • an Associated Entity has a poor reputation or has faced allegations of bribes, kickbacks, fraud or other wrongdoing or has poor or non-existent third-party references;

 

  • an Associated Entity does not have an office, staff or qualifications adequate to perform the required services; or

 

  • an expense/payment request by an Associated Entity is unusual, is not supported by adequate documentation, is unusually large or disproportionate to products to be acquired, does not match the terms of a governing agreement, involves the use of cash or an off-the-books account, is in a jurisdiction outside the country in which services are provided or to be provided, or is in a form not in accordance with local

 

  • Records and documentation must be kept of due diligence as part of the system of internal controls and record keeping discussed in Section

 

 

15                RESPONSIBILITY OF MANAGERS

 

  • Managers will have full authority to implement the Policy within their spheres of The measures taken by managers will be proportionate to the risks associated with their areas of responsibility but may include:

 

  • devising, implementing and maintaining systems and controls designed to prevent bribery, minimize the risk of bribery and detect instances of bribery;

 

  • ensuring that employees are aware of the Policy; and

 

  • ensuring that employees participate in anti-bribery training and that training specific to the needs of particular employees or job functions is provided when

 

  • A manager to whom an employee’s concerns are expressed must act promptly and escalate the matter in accordance with this Policy.

 

  • Where it is decided that further investigation is not appropriate the reporting employee must be given a prompt and full explanation of the reasons for reaching this conclusion.

16                COMMUNICATION OF THE POLICY

 

  • To ensure that all directors, officers, employees, consultants and contractors of The Company are aware of the Policy, a copy of the Policy will be provided to them and they will be advised that the Policy is available on The Company’s website for their review. All directors, officers, employees, consultants and contractors of The Company will be informed whenever significant changes are New directors, officers, employees, consultants and contractors of The Company will be provided with a copy of this Policy and will be educated about its importance.

 

  • Training on this Policy will form part of the induction process for all new directors, officers, employees and consultants of The Company. All existing directors, officers, employees and consultants will receive relevant training on how to implement and adhere to this

 

  • The Company’s zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors and business partners at the outset of our business relationship with them and as appropriate For advice on these communications, please contact the Compliance Officer.

 

 

17                RESPONSIBILITY FOR THE POLICY

 

  • The Company’s Board of Directors has overall responsibility for ensuring this Policy complies with The Company’s legal and ethical obligations, and that all those under The Company’s control comply with it.

 

  • The Compliance Officer has primary and day-to-day responsibility for implementing this Policy, and for monitoring its use and effectiveness. Management at all levels is responsible for ensuring those reporting to them are made aware of and understand this

 

 

18                ANNUAL CERTIFICATION

 

  • All directors, officers, employees, consultants and contractors of The Company will provide annual certification of compliance with this Policy in the form available for review on The Company’s

 

  • The Chief Commercial Officer and/or Compliance Officer of The Company will be responsible for ensuring that all annual certifications are obtained on or before the end of the first fiscal quarter of each year, and for providing written confirmation to the Board of Directors that such certifications have been obtained and summarizing the results

 

19                MONITORING AND REVIEW

 

  • The Compliance Officer will monitor the effectiveness and review the implementation of this Policy, considering its suitability, adequacy and effectiveness. Any deficiencies identified will be rectified as soon as

 

  • Internal control systems and procedures will be subject to audits to provide assurance that they are effective in countering bribery and

 

  • All directors, officers, employees, consultants and contractors of The Company are responsible for the success of this Policy and should ensure they follow the procedures set out herein to disclose any suspected

 

  • All directors, officers, employees, consultants and contractors of The Company are invited to comment on this Policy and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to the Compliance

 

 

20                CONSEQUENCES OF NON-COMPLIANCE WITH THE POLICY

 

  • Failure to comply with this Policy may result in severe consequences, which could include internal disciplinary action or termination of employment or consulting arrangements without Violation of this Policy may also constitute a criminal offence under US or Canadian laws. If it appears in the opinion of the Board that any director, officer, employee, consultant or contractor of The Company may have violated such laws, then The Company may refer the matter to the appropriate regulatory authorities, which could lead to civil or criminal penalties for The Company and/or the responsible person.

 

 

21                PERSONAL SAFETY

 

  • The Company is engaged in conducting business in places where personal safety may not be guaranteed by local officials. If you are subjected to an immediate threat to personal safety you may put your personal well-being first, even if it means that you make a payment that contravenes this

 

  • The details of all incidents must be reported to the Compliance Officer

 

 

22                CHARITABLE CONTRIBUTIONS AND SOCIAL BENEFITS

 

  • The Company is committed to making a positive difference in the communities in which they operate. As part of this commitment, The Company will consider requests from governments and local organizations to contribute to local cultural activities or contribute to the development of or to provide goods and services to local infrastructure near its mineral

 

 

  • Requests must be carefully considered to ensure that the contributions made will be used for the intended lawful

 

  • No charitable contribution, sponsorship or family contribution shall be given unless it has been pre-approved by the Compliance Officer, or such other person designated in writing by the board of directors of the

 

 

23                QUERIES

 

  • If you have any questions about how this Code should be followed in a particular case, please contact the Compliance Officer or the President of The Company.

 

 

24                PUBLICATION OF THE POLICY

 

This Policy will be posted on The Company’s website at www.mintl.com