SCR - ABC Policy

Anti-Bribery & Corruption Policy

1. Introduction

The Sustainable Carbon Registry (SCR) is committed to conducting business with the highest ethical standards and in compliance with all applicable anti-bribery and anti-corruption laws. This policy outlines SCR's stance on bribery and corruption and provides guidance to all personnel and associated third parties on recognizing, preventing, and reporting such activities.

2. Scope and Policy Requirements

2.1 Strict Prohibition

SCR strictly prohibits bribery or any other improper payments in all business operations. This applies to all activities worldwide, whether involving government officials, commercial enterprises, project proponents, VVBs, buyers, insurers, or any other counterparties, and whether SCR is the recipient or provider of a payment. A bribe or other improper payment made to secure a business advantage is never acceptable and exposes both the individual and SCR to criminal prosecution, civil liability, reputational damage, or other serious consequences.

2.2 Applicability

This policy applies to:

• All officers, employees, contractors, consultants, agents, and intermediaries acting on SCR’s behalf

• Third parties engaged in SCR projects or operations, including VVBs, brokers, insurers, and auditors

Each individual has a personal responsibility to conduct SCR business ethically and in compliance with all applicable laws, including:

• U.S. Foreign Corrupt Practices Act (FCPA)

• UK Bribery Act 2010• Local anti-bribery and corruption laws in countries of operation Failure to comply may result in disciplinary action, including termination of employment or contract, and potential referral to law enforcement authorities.

2.3 Definitions

• Bribery: Offering, giving, requesting, or receiving anything of value (cash, gifts, services, favors, travel, or other benefits) to improperly influence a business or regulatory decision. This includes direct payments and indirect payments through intermediaries.

• Corruption: Abuse of entrusted power for personal or organizational gain, including fraud, nepotism, and kickbacks.

• Improper Payment: Any benefit intended to secure an undue business advantage, including bribes, facilitation payments, or disguised commissions.

• Facilitation Payment: Small unofficial payments intended to expedite routine government actions; strictly prohibited.

• Kickback: A portion of a contract payment returned to influence a decision; prohibited.

• Gift & Hospitality: Non-monetary items or benefits provided for business purposes. Legitimate gifts under USD $100 must be approved; gifts under USD $20 must be reported.

• Foreign Official: Any officer, employee, or representative of a government, political party, SOE, or public international organization.

• Willful Blindness / Willful Ignorance: Deliberate failure to investigate suspicious circumstances; treated as a violation.

• Accurate Books & Records: Honest, transparent, and complete recording of all transactions. False, misleading, or “off-the-books” records are strictly prohibited.

2.4 Improper Payments & Gifts

SCR prohibits:

• Bribes, kickbacks, facilitation payments

• Excessive gifts, entertainment, or hospitality

• Any other payment intended to obtain an undue business advantage Reasonable and limited expenditures directly related to SCR business are permitted.

• Gifts or hospitality exceeding USD $20 must be recorded in the Gift & Hospitality Register.

• Gifts exceeding USD $100 require managerial approval and a written justification. Common sense should guide decision-making; when in doubt, consult a line manager or Compliance Officer.

2.5 Red Flags in Third-Party Engagements

SCR recognizes that engagement of third-party agents, intermediaries, or consultants carries significant risk. Due diligence must be conducted before any engagement, including: KYC/AML checks, background verification, and contractual clauses enforcing anti-bribery compliance.

Red Flags include:

• Lack of transparency in ownership or operations

• Unusual payment terms (cash, offshore accounts, large upfront fees)

• Close ties with government officials or decision-makers

• Recommendations or pressure from government officials

• Lack of qualifications or experience

• History of bribery, fraud, or unethical conduct

• Refusal to comply with SCR anti-bribery clauses or audits

• Use of subcontractors or shell companies without disclosure

• Requests for political or charitable contributions

• Suspicious behavior suggesting undue influence

No engagement should proceed until all red flags are reviewed and cleared. Ongoing monitoring is required.

2.6 Implementation, Reporting & Oversight

SCR implements this policy through:

• Guidance and clear instructions to all personnel

• Training programs on anti-bribery and corruption compliance

• Monitoring and audits of transactions and third-party engagements

• Investigation and enforcement of reported concerns

The Compliance Officer or outsourced legal partner has overall responsibility, reporting to executive leadership. Responsibilities include: providing guidance, interpreting the policy, conducting training, reviewing reports, and enforcing compliance.

2.7 International Activities

The policy applies to all SCR operations globally, with particular attention to dealings with government officials. Laws such as the FCPA and UK Bribery Act prohibit improper payments to gain business advantage, with severe penalties for violations. Personnel engaged internationally must understand these rules and exercise due diligence to avoid inadvertent Violations.

2.8 Violations & Disciplinary Measures

Violations of this policy may result in:

• Disciplinary action up to and including termination

• Civil or criminal liability for the individual and/or SCR

• Suspension of operations or loss of partnerships

• Reputational damage and financial penalties

2.9 Training & Awareness

• Mandatory annual anti-bribery training for all SCR personnel

• Specialized training for high-risk roles (business development, procurement, third-party management)

• Training and awareness programs for third-party partners as needed

2.10 Monitoring & Review

• Periodic risk-based audits of transactions and third-party engagements

• Review and update of compliance procedures to align with law and best practices

• Maintenance of compliance records for at least seven years

3. Conclusion

SCR is committed to maintaining the highest standards of integrity, transparency, and ethical conduct. This policy ensures that bribery, corruption, and improper influence are fully prevented, protecting SCR, its stakeholders, and the credibility of the carbon market.